Perpetual
      Limited 
      
        

      

    

    ME
      Portfolio Management Limited

      
        

      

    

    Perpetual
      Trustee Company Limited

      
        

      

    

    The
      Bank of New York

      
        

      

    

     

     

    Security
      Trust Deed - 

    SMHL
      Global Fund 

    2007-1

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Security
        Trust Deed - SMHL Global Fund 2007-1

       

       

        
          

        

         

      

    

    Table
      of contents

    

      
        	Clause	 	Page
	 	 	 
	 	 	 
	
                1

              	
                Definitions
                  and Interpretation

              	
                1

              
	 	 	 
	 	
                1.1

              	
                Definitions

              	
                1

              
	 	
                1.2

              	
                Definitions
                  from other documents

              	
                9

              
	 	
                1.3

              	
                Interpretation

              	
                9

              
	 	
                1.4

              	
                Benefit
                  of Covenants Hereunder

              	
                10

              
	 	
                1.5

              	
                Transaction
                  Document

              	
                10

              
	 	
                1.6

              	
                Knowledge
                  of Issuing Trustee

              	
                10

              
	 	
                1.7

              	
                Knowledge
                  of the Security Trustee

              	
                11

              
	 	
                1.8

              	
                Knowledge
                  of the Note Trustee

              	
                11

              
	 	 	 	 
	
                2

              	
                Acceptance
                  of Trust

              	
                11

              
	 	 	 
	 	
                2.1

              	
                Appointment
                  of Security Trustee

              	
                11

              
	 	
                2.2

              	
                Duration
                  of Trust

              	
                11

              
	 	
                2.3

              	
                Benefit
                  of trusts

              	
                11

              
	 	
                2.4

              	
                Terms
                  of Notes

              	
                11

              
	 	
                2.5

              	
                Interested
                  Persons bound

              	
                11

              
	 	
                2.6

              	
                Resolution
                  of conflicts

              	
                12

              
	 	 	 	 
	
                3

              	
                Note
                  Trustee

              	
                12

              
	 	 	 
	 	
                3.1

              	
                Capacity

              	
                12

              
	 	
                3.2

              	
                Exercise
                  of rights

              	
                12

              
	 	
                3.3

              	
                Instructions
                  or directions

              	
                13

              
	 	
                3.4

              	
                Payments

              	
                13

              
	 	
                3.5

              	
                Notices

              	
                13

              
	 	
                3.6

              	
                Limitation
                  of liability of Note Trustee

              	
                13

              
	 	 	 	 
	
                4

              	
                Charge

              	
                13

              
	 	 	 
	 	
                4.1

              	
                Charge

              	
                13

              
	 	
                4.2

              	
                Priority

              	
                14

              
	 	
                4.3

              	
                Nature
                  of Charge

              	
                14

              
	 	
                4.4

              	
                Crystallisation

              	
                14

              
	 	
                4.5

              	
                De-crystallisation

              	
                15

              
	 	
                4.6

              	
                Prospective
                  liability

              	
                15

              
	 	
                4.7

              	
                Amount
                  ultimately recoverable

              	
                16

              
	 	 	 	 
	
                5

              	
                Representations
                  and Warranties

              	
                16

              
	 	 	 
	 	
                5.1

              	
                By
                  the Issuing Trustee

              	
                16

              
	 	
                5.2

              	
                By
                  the Manager

              	
                17

              
	 	
                5.3

              	
                Survival
                  of Representations and Warranties

              	
                18

              


      

       

      
        
          
          

        

        
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            i

          
            

          

        

        
          
          

        

      

      Security
        Trust Deed - SMHL Global Fund 2007-1

       

      
        	
                6

              	
                Issuing
                  Trustee’s and Manager’s Covenants

              	
                18

              
	 	 	 
	 	
                6.1

              	
                Covenants

              	
                18

              
	 	
                6.2

              	
                Negative
                  Covenants

              	
                18

              
	 	
                6.3

              	
                Fixed
                  Rate Mortgages

              	
                19

              
	 	
                6.4

              	
                Dealing
                  in Accordance with Transaction Documents

              	
                20

              
	 	
                6.5

              	
                Notify
                  Events of Default

              	
                20

              
	 	 	 	 
	
                7

              	
                Events
                  of Default

              	
                21

              
	 	 	 
	 	
                7.1

              	
                Events
                  of Default

              	
                21

              
	 	
                7.2

              	
                Rights
                  of the Security Trustee upon Event of Default

              	
                22

              
	 	
                7.3

              	
                Notify
                  Events of Default

              	
                23

              
	 	 	 	 
	
                8

              	
                Enforcement

              	
                23

              
	 	 	 
	 	
                8.1

              	
                Power
                  to Deal with the Charged Property Ceases

              	
                23

              
	 	
                8.2

              	
                Protection
                  of Charged Property

              	
                23

              
	 	
                8.3

              	
                Power
                  to Enforce

              	
                23

              
	 	
                8.4

              	
                No
                  Obligation to Enforce

              	
                23

              
	 	
                8.5

              	
                Obligation
                  to Convene Meeting

              	
                24

              
	 	
                8.6

              	
                Security
                  Trustee to Act in Accordance with Directions

              	
                24

              
	 	
                8.7

              	
                Security
                  Trustee Must Receive Indemnity

              	
                25

              
	 	
                8.8

              	
                Limitation
                  on Rights of Secured Creditors

              	
                25

              
	 	
                8.9

              	
                Immaterial
                  waivers

              	
                25

              
	 	
                8.10

              	
                Acts
                  pursuant to resolutions

              	
                26

              
	 	
                8.11

              	
                Overriding
                  provision

              	
                26

              
	 	 	 	 
	
                9

              	
                Receiver

              	
                26

              
	 	 	 
	 	
                9.1

              	
                Appointment
                  of Receiver

              	
                26

              
	 	
                9.2

              	
                Agency
                  of Receiver

              	
                27

              
	 	
                9.3

              	
                Powers
                  of Receiver

              	
                27

              
	 	
                9.4

              	
                Nature
                  of Receiver's Powers

              	
                29

              
	 	
                9.5

              	
                Status
                  of Receiver after commencement of winding-up

              	
                29

              
	 	
                9.6

              	
                Powers
                  exercisable by the Security Trustee

              	
                29

              
	 	
                9.7

              	
                Notice
                  of exercise of rights

              	
                30

              
	 	
                9.8

              	
                Termination
                  of receivership and possession

              	
                30

              
	 	 	 	 
	
                10

              	
                Security
                  Trustee’s Powers

              	
                30

              
	 	 	 
	 	
                10.1

              	
                Act
                  jointly

              	
                30

              
	 	
                10.2

              	
                Appointment
                  of Attorney

              	
                30

              
	 	
                10.3

              	
                Purposes
                  of appointment

              	
                31

              
	 	
                10.4

              	
                Delegation
                  and substitution

              	
                31

              
	 	
                10.5

              	
                Security
                  Trustee may make good default

              	
                31

              
	 	 	 	 
	
                11

              	
                Protection
                  of Persons Dealing with Security Trustee or
                  Receiver

              	
                32

              
	 	 	 
	 	
                11.1

              	
                No
                  Enquiry

              	
                32

              


      

       

      
        
          
          

        

        
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            ii

          
            

          

        

        
          
          

        

      

      
        Security
          Trust Deed - SMHL Global Fund 2007-1

      

       

      
        	 	
                11.2

              	
                Receipts

              	
                32

              
	 	 	 	 
	
                12

              	
                Application
                  of Moneys

              	
                32

              
	 	 	 
	 	
                12.1

              	
                Priority
                  of Payments

              	
                32

              
	 	
                12.2

              	
                Moneys
                  Received

              	
                34

              
	 	
                12.3

              	
                Satisfaction
                  of debts

              	
                34

              
	 	
                12.4

              	
                Investment
                  of Funds

              	
                34

              
	 	
                12.5

              	
                Powers
                  to Invest

              	
                35

              
	 	
                12.6

              	
                Limit
                  of Security Trustee's Liability

              	
                35

              
	 	
                12.7

              	
                Amounts
                  contingently due

              	
                35

              
	 	
                12.8

              	
                Notice
                  of a subsequent Encumbrance

              	
                35

              
	 	
                12.9

              	
                Payments
                  into Euro Account

              	
                36

              
	 	
                12.10

              	
                Payments
                  out of Euro Account

              	
                36

              
	 	
                12.11

              	
                Payments
                  into US$ Account

              	
                36

              
	 	
                12.12

              	
                Payments
                  out of US$ Account

              	
                37

              
	 	
                12.13

              	
                Excluded
                  amounts

              	
                37

              
	 	
                12.14

              	
                Proportionate
                  Sharing

              	
                37

              
	 	
                12.15

              	
                Currency
                  Indemnity

              	
                38

              
	 	
                12.16

              	
                Currency
                  conversion

              	
                38

              
	 	 	 	 
	
                13

              	
                Remuneration
                  and Indemnification of Security Trustee

              	
                40

              
	 	 	 
	 	
                13.1

              	
                Fee

              	
                40

              
	 	
                13.2

              	
                Cessation
                  of Fee

              	
                40

              
	 	
                13.3

              	
                Expenses

              	
                40

              
	 	
                13.4

              	
                Costs

              	
                40

              
	 	
                13.5

              	
                Indemnity

              	
                41

              
	 	
                13.6

              	
                Non-Discharge

              	
                41

              
	 	 	 	 
	
                14

              	
                Supplemental
                  Security Trustee Provisions

              	
                41

              
	 	 	 
	 	
                14.1

              	
                Additional
                  Powers, Protections, etc.

              	
                41

              
	 	
                14.2

              	
                Security
                  Trustee Not Precluded From Entering into Contracts

              	
                43

              
	 	
                14.3

              	
                Duties
                  of the Security Trustee

              	
                44

              
	 	
                14.4

              	
                Security
                  Trustee Liable for Negligence etc.

              	
                44

              
	 	
                14.5

              	
                Reliance
                  on Experts

              	
                44

              
	 	
                14.6

              	
                Information

              	
                44

              
	 	 	 	 
	
                15

              	
                Retirement
                  and Removal of Security Trustee

              	
                44

              
	 	 	 
	 	
                15.1

              	
                Retirement

              	
                44

              
	 	
                15.2

              	
                Removal

              	
                45

              
	 	
                15.3

              	
                Appointment

              	
                45

              
	 	
                15.4

              	
                Retirement
                  or Removal Effective

              	
                46

              
	 	
                15.5

              	
                Vesting
                  of Property in Security Trustee

              	
                46

              
	 	
                15.6

              	
                Retention
                  of Lien

              	
                46

              


      

       

      
        
          
          

        

        
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            iii

          
            

          

        

        
          
          

        

      

      
        Security
          Trust Deed - SMHL Global Fund 2007-1
 

      
        	
                16

              	
                Meetings
                  of Secured Creditors

              	
                46

              
	 	 	 
	 	
                16.1

              	
                Meetings
                  Regulated by the Schedule

              	
                46

              
	 	
                16.2

              	
                Limitation
                  on Security Trustee's Powers

              	
                47

              
	 	
                16.3

              	
                Security
                  Trustee rights

              	
                47

              
	 	 	 	 
	
                17

              	
                Continuing
                  Security and Releases

              	
                48

              
	 	 	 
	 	
                17.1

              	
                Liability
                  Preserved

              	
                48

              
	 	
                17.2

              	
                Issuing
                  Trustee's Liability Not Affected

              	
                48

              
	 	
                17.3

              	
                Waiver
                  by Issuing Trustee

              	
                48

              
	 	
                17.4

              	
                No
                  Notice or Enforcement

              	
                48

              
	 	
                17.5

              	
                No
                  Liability for Loss

              	
                49

              
	 	
                17.6

              	
                No
                  Liability to Account

              	
                49

              
	 	
                17.7

              	
                Indemnity
                  Regarding Exercise of Powers

              	
                49

              
	 	
                17.8

              	
                No
                  Conflict

              	
                49

              
	 	
                17.9

              	
                Contract
                  Involving Conflict of Duty

              	
                49

              
	 	
                17.10

              	
                Benefit
                  for Receiver etc.

              	
                50

              
	 	 	 	 
	
                18

              	
                Assurance

              	
                50

              
	 	 	 
	 	
                18.1

              	
                Further
                  Assurance

              	
                50

              
	 	
                18.2

              	
                Postponement
                  or Waiver of Encumbrances

              	
                50

              
	 	 	 	 
	
                19

              	
                Payments

              	
                50

              
	 	 	 	 
	 	
                19.1

              	
                Moneys
                  Repayable as Agreed or on Demand

              	
                50

              
	 	
                19.2

              	
                No
                  Set-Off or Deduction

              	
                51

              
	 	 	 	 
	
                20

              	
                Discharge
                  of the Charge

              	
                51

              
	 	 	 
	 	
                20.1

              	
                Release

              	
                51

              
	 	
                20.2

              	
                Contingent
                  Liabilities

              	
                51

              
	 	
                20.3

              	
                Charge
                  Reinstated

              	
                51

              
	 	 	 	 
	
                21

              	
                Amendment

              	
                52

              
	 	 	 
	 	
                21.1

              	
                Amendment
                  by Security Trustee

              	
                52

              
	 	
                21.2

              	
                Amendment
                  with Consent

              	
                52

              
	 	
                21.3

              	
                Distribution
                  of Amendments

              	
                53

              
	 	 	 	 
	
                22

              	
                Expenses,
                  Stamp Duties and Registration

              	
                53

              
	 	 	 
	 	
                22.1

              	
                Expenses

              	
                53

              
	 	
                22.2

              	
                Stamp
                  Duties

              	
                53

              
	 	
                22.3

              	
                Registration

              	
                53

              
	 	
                22.4

              	
                Goods
                  and services tax in relation to the Security Trustee

              	
                54

              
	 	
                22.5

              	
                Indemnity

              	
                54

              
	 	 	 	 
	
                23

              	
                Governing
                  Law and Jurisdiction

              	
                55

              
	 	 	 	 
	 	
                23.1

              	
                Governing
                  Law

              	
                55

              
	 	
                23.2

              	
                Jurisdiction

              	
                55

              


      

       

      
        
          
          

        

        
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            iv

          
            

          

        

        
          
          

        

      

      
        Security
          Trust Deed - SMHL Global Fund 2007-1

      

       

      
        	 	 	 	 
	
                24

              	
                Notices

              	
                55

              
	 	 	 	 
	 	
                24.1

              	
                Service
                  of Notices

              	
                55

              
	 	
                24.2

              	
                Addresses

              	
                56

              
	 	 	 	 
	
                25

              	
                Miscellaneous

              	
                57

              
	 	 	 	 
	 	
                25.1

              	
                Assignments

              	
                57

              
	 	
                25.2

              	
                Certificate
                  of Security Trustee

              	
                57

              
	 	
                25.3

              	
                Continuing
                  Obligation

              	
                57

              
	 	
                25.4

              	
                Settlement
                  Conditional

              	
                57

              
	 	
                25.5

              	
                No
                  Merger

              	
                57

              
	 	
                25.6

              	
                Interest
                  on Judgment

              	
                58

              
	 	
                25.7

              	
                No
                  Postponement

              	
                58

              
	 	
                25.8

              	
                Severability
                  of Provisions

              	
                58

              
	 	
                25.9

              	
                Remedies
                  Cumulative

              	
                58

              
	 	
                25.10

              	
                Waiver

              	
                58

              
	 	
                25.11

              	
                Consents
                  and Approvals

              	
                58

              
	 	
                25.12

              	
                Written
                  Waiver, Consent and Approval

              	
                58

              
	 	
                25.13

              	
                Time
                  of Essence

              	
                59

              
	 	
                25.14

              	
                Moratorium
                  Legislation

              	
                59

              
	 	
                25.15

              	
                Debit
                  Accounts

              	
                59

              
	 	
                25.16

              	
                Binding
                  on Each Signatory

              	
                59

              
	 	
                25.17

              	
                Counterparts

              	
                59

              
	 	
                25.18

              	
                Certificate
                  of amount of Secured Moneys etc

              	
                59

              
	 	
                25.19

              	
                Attorneys

              	
                60

              
	 	
                25.20

              	
                Know
                  Your Customer

              	
                60

              
	 	
                25.21

              	
                Compliance
                  with Regulation AB

              	
                60

              
	 	
                25.22

              	
                Direction
                  of claims by the Manager

              	
                66

              
	 	
                25.23

              	
                Direction
                  of defence of claims

              	
                67

              
	 	 	 	 
	
                26

              	
                Trustees’
                  liability

              	
                67

              
	 	 	 
	 	
                26.1

              	
                Limitation
                  on Issuing Trustee’s liability

              	
                67

              
	 	
                26.2

              	
                Limitation
                  on Security Trustee’s liability

              	
                69

              
	 	
                26.3

              	
                Rights
                  against Charged Property Preserved

              	
                69

              
	 	
                26.4

              	
                Waiver
                  of Personal Liability

              	
                69

              
	 	
                26.5

              	
                Restricted
                  remedies

              	
                69

              
	 	
                26.6

              	
                Wilful
                  Default of the Issuing Trustee

              	
                70

              
	 	
                26.7

              	
                Wilful
                  default of the Security Trustee

              	
                71

              
	 	
                26.8

              	
                Wilful
                  default of the Note Trustee

              	
                71

              
	 	 	 	 
	
                27

              	
                Privacy

              	
                72

              
	 	 	 
	
                Schedule
                  1 - Meetings Procedures

              	
                74

              
	 	 	 
	Schedule 2 - Report on assessment
                of
                compliance with Regulation AB servicing criteria	
                83

              


      

       

      
        
          
          

        

        
          page
            v

          
            

          

        

        
          
          

        

      

      Security
        Trust Deed - SMHL Global Fund 2007-1

       

      
        	Schedule 3 - Servicing criteria
                to be
                addressed in assessment of compliance	
                84

              




     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        page
          vi

        
          

        

      

      
        
        

      

    

     

    Security
      Trust Deed - SMHL Global Fund 2007-1


    

      Date   2
        May 2007

       

      Parties

       

      Perpetual
        Limited ABN
        86
        000 431 827 of Level 12, 123 Pitt Street, Sydney, New South Wales 2000 in
        its
        capacity as trustee of the Securitisation Fund (Issuing
        Trustee)
        

       

      ME
        Portfolio Management Limited ABN
        79
        005
        964 134 of
        Level
        16,
        360 Collins Street, Melbourne, Victoria 3000 (Manager)

       

      Perpetual
        Trustee Company Limited ABN
        42
        000 001 007 of Level 12, 123 Pitt Street, Sydney, New South Wales 2000
        (Security
        Trustee) 

       

      The
        Bank of New York of
        101
        Barclay Street, Floor 4 East, New York, New York, United States of America
        (Note
        Trustee)

       

      Recitals

       

      
        	 	
                A.

              	
                The
                  Issuing Trustee is the trustee, and the Manager is the manager,
                  of the
                  Securitisation Fund.

              


      

       

      
        	 	
                B.

              	
                Under
                  the terms of the Master Trust Deed, the Issuing Trustee is authorised
                  to
                  enter into this Deed to charge the assets of the Securitisation
                  Fund to
                  secure payment of the Secured Moneys and the due and punctual performance
                  of its obligations under the Secured Documents to the Secured
                  Creditors.

              


      

       

      
        	 	
                C.

              	
                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 witnesses

       

      that
        in consideration of, among other things, the mutual promises contained in
        this
        Deed, the parties agree:

       

        
          

        

      

      
        	1	 	
                Definitions
                  and Interpretation

              


      

       

      
        	
              	1.1	
                Definitions

              


      

       

      In
        this Deed unless the context indicates a contrary intention:

       

      Attorney
        means an attorney appointed under this Deed.

       

      Charge
        means the charge created by this Deed.

       

      Charged
        Property
        means: 

      

        
          	
                	(a)	
                  all
                    of the present and future property, rights, entitlements, benefits
                    and
                    money from time to time forming part of the Securitisation Fund
                    pursuant
                    to the terms of the Master Trust Deed, including, but not limited
                    to, the
                    property, rights, entitlements and benefits of the Issuing Trustee
                    as
                    trustee of the Securitisation Fund in the Fund Property, but
                    excluding any
                    property, rights, entitlements, benefits and money located or
                    taken for
                    the purposes of any legislation of a State or Territory of Australia
                    with
                    respect to stamp duties to be located in a State or Territory
                    other than
                    New South Wales, the Australian Capital Territory or the Northern
                    Territory;

                


        

      

       

      
        
          
          

        

        
          page
            1

          
            

          

        

        
          
          

        

      

      
         

        Security
          Trust Deed - SMHL Global Fund 2007-1


      

      
        	
              	(b)	
                all
                  property, rights, entitlements, benefits and money of the Issuing
                  Trustee
                  as trustee of the Securitisation Fund acquired after the date of
                  this
                  deed, including, but not limited to, property, rights, entitlements
                  and
                  benefits of the Issuing Trustee as trustee of the Securitisation
                  Fund in
                  the Fund Property, but excluding:

              


      

       

      
        	
              	(1)	
                the
                  Future Property; and

              


      

       

      
        	
              	(2)	
                all
                  property, rights, entitlements, benefits and money which form part
                  of the
                  Charged Property under paragraph (a)
                  above; and

              


      

       

      
        	
              	(c)	
                all
                  Future Property of the Issuing Trustee as at 12 noon on the last
                  day of
                  the Relevant Period.

              


      

       

      Charge
        Release Date
        means, subject to clause 20.3,
        the date the Security Trustee discharges the Charge and this Deed pursuant
        to
        clause 20.1.

       

      Commission
        has
        the meaning given to it in the Notes Supplementary Bond Terms
        Notice.

       

      Currency
        Swap
        means each:

       

      
        	
              	(a)	
                Euro
                  Currency Swap; and

              


      

       

      
        	
              	(b)	
                US
                  Currency Swap.

              


      

       

      Currency
        Swap Provider
        means each:

       

      
        	
              	(a)	
                Euro
                  Currency Swap Provider; and

              


      

       

      
        	
              	(b)	
                US
                  Currency Swap Provider.

              


      

       

      Encumbrance
        means an interest or power:

       

      
        	
              	(a)	
                reserved
                  in or over an interest in any asset including, but not limited
                  to, any
                  retention of title; or

              


      

       

      
        	
              	(b)	
                created
                  or otherwise arising in or over any interest in any asset under
                  a bill of
                  sale, mortgage, charge, lien, pledge, trust or
                  power,

              


      

       

      by
        way of, or having similar commercial effect to, security for the payment
        of a
        debt, any other monetary obligation or the performance of any other obligation,
        and includes, but is not limited to, any agreement to grant or create any
        of the
        above.

       

      Enhancement
        means each Enhancement (as defined in the Master Trust Deed) entered into
        by the
        Issuing Trustee, except for any Mortgage Insurance Policy.

       

      Enhancement
        Provider
        means, in relation to an Enhancement, the person who has entered into or
        agreed
        to make that Enhancement available to the Issuing Trustee.

       

      Euro
        Currency Swap
        has the same meaning as in the Notes Supplementary Bond Terms
        Notice.

       

      Euro
        Currency Swap Provider
        has the same meaning as in the Notes Supplementary Bond Terms
        Notice.

       

      
        
          
          

        

        
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      Event
        of Crystallisation
        means an event upon which the Charge crystallises pursuant to clause
4.4.

       

      Event
        of Default
        means each of the events set out or referred to in this Deed as an Event
        of
        Default.

       

      Extraordinary
        Resolution
        in relation to the Voting Secured Creditors means:

       

      
        	
              	(a)	
                a
                  resolution passed at a meeting of the Voting Secured Creditors
                  duly
                  convened and held in accordance with the provisions contained in
                  this Deed
                  by a majority consisting of not less than 75% of the votes cast
                  thereat;
                  or

              


      

       

      
        	
              	(b)	
                a
                  resolution in writing pursuant to clause 15 of Schedule 1 signed
                  by all
                  the Voting Secured Creditors.

              


      

       

      Financial
        Indebtedness
        means moneys borrowed or raised (including rentals under financial leases)
        and
        interest thereon; any liability under any bill of exchange, debenture, note
        or
        other security or under any acceptance credit facility; any liability in
        respect
        of the acquisition cost of assets or services to the extent payable after
        the
        time of acquisition or possession thereof; any guarantee, indemnity or other
        assurance against financial loss in respect of any moneys borrowed or raised,
        interest or liabilities; and any other arrangement which achieves in substance
        the same or equivalent effect as any of the foregoing.

       

      Fund
        Property
        means:

       

      
        	
              	(a)	
                all
                  Loans, Mortgages and Related
                  Securities;

              


      

       

      
        	
              	(b)	
                all
                  Interest Hedges;

              


      

       

      
        	
              	(c)	
                all
                  Enhancements;

              


      

       

      
        	
              	(d)	
                all
                  bank accounts;

              


      

       

      
        	
              	(e)	
                all
                  other Authorised Investments;

              


      

       

      
        	
              	(f)	
                all
                  computer software and models, accounting records, financial statements,
                  vouchers and other similar documents relating in any way to the
                  Securitisation Fund;

              


      

       

      
        	
              	(g)	
                all
                  Redraw Funding Facilities;

              


      

       

      
        	
              	(h)	
                all
                  Top-Up Funding Facilities;

              


      

       

      
        	
              	(i)	
                all
                  Payment Funding Facilities; and

              


      

       

      
        	
              	(j)	
                all
                  Title Documents.

              


      

       

      Future
        Property
        means land in Western Australia, other than a security interest, acquired
        within
        12 months after the date of this deed. 

       

      The
        terms “land” and “security interest” referred to in the definition of Future
        Property have the same meanings as in Section 87 of the Western Australian
        Stamp
        Act 1921. 

       

      GST
        has
        the same meaning as in the A New Tax System (Goods and Services) Act
        1999.

       

      
        
          
          

        

        
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      Insolvency
        Event
        means in respect of a person (and, in the case of the Issuing Trustee, excluding
        in its personal capacity
        or in its capacity as trustee of any other trust or settlement):

       

      
        	
              	(a)	
                an
                  application or order is made for the bankruptcy, winding up or
                  dissolution
                  of the person other than a frivolous or vexatious application or
                  an
                  application which is not stayed within 21
                  days;

              


      

       

      
        	
              	(b)	
                a
                  resolution is passed, or steps are taken to pass a resolution,
                  for the
                  winding up or dissolution of the person, otherwise than for the
                  purpose of
                  an amalgamation or reconstruction while solvent on terms previously
                  approved by the Security Trustee;

              


      

       

      
        	
              	(c)	
                the
                  person is otherwise wound up or dissolved or made
                  bankrupt;

              


      

       

      
        	
              	(d)	
                a
                  liquidator, provisional liquidator, official manager, administrator,
                  receiver, receiver and manager, trustee in bankruptcy or any similar
                  official is appointed to the person or any of the assets of the
                  person,
                  but in the case of a receiver or receiver and manager only, in
                  respect of
                  the assets of the Fund, or any steps are taken for any such appointment
                  and such appointment is not revoked within 21
                  days;

              


      

       

      
        	
              	(e)	
                the
                  person suspends payment of its debts
                  generally;

              


      

       

      
        	
              	(f)	
                the
                  person is, or becomes unable to pay its debts when they are due
                  or is, or
                  becomes, unable to pay its debts within the meaning of the Corporations
                  Act;

              


      

       

      
        	
              	(g)	
                the
                  person enters into, or resolves to enter into, any arrangement,
                  composition or compromise with, or assignment for the benefit of,
                  its
                  creditors or any class of them;

              


      

       

      
        	
              	(h)	
                the
                  person ceases or threatens to cease, to carry on
                  business;

              


      

       

      
        	
              	(i)	
                a
                  notice under section 601AB(3) of the Corporations Act is given
                  to, or in
                  respect of, the person;

              


      

       

      
        	
              	(j)	
                the
                  person is, or becomes, or under the Corporations Act is presumed
                  to be,
                  insolvent;

              


      

       

      
        	
              	(k)	
                the
                  person takes any steps to obtain, or is granted protection from
                  its
                  creditors or any class of them, under applicable
                  legislation;

              


      

       

      
        	
              	(l)	
                anything
                  analogous or having substantially similar effect, to any of the
                  above
                  occurs under or in respect of any existing or future
                  law.

              


      

       

      Interested
        Person
        means a collective reference to the Issuing Trustee, the Bondholders, the
        Beneficiaries of the Securitisation Fund, the Manager and all persons claiming
        through them and "Interested Person" means a several reference to all Interested
        Persons.

       

      Liquidity
        Noteholder
        means a Bondholder (as defined in the Master Trust Deed) of an SMHL Global
        Fund
        2007-1 Liquidity Note.

       

      Master
        Trust Deed
        means the Master Trust Deed for the Superannuation Members' Home Loans Trusts,
        dated 4 July 1994 made between the Manager (as manager) and the Issuing Trustee
        (as trustee), as amended and restated from time to time.

       

      
        
          
          

        

        
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          Trust Deed - SMHL Global Fund 2007-1

         

      

      Mortgage
        Documents
        means all original Mortgages, Loan agreements, Related Securities and documents
        amending or varying the foregoing and all certificates of title to Land affected
        by any Mortgage and all searches, certificates, results of statutory enquiries,
        answers to requisitions on title, opinions, correspondence, accounts and
        other
        supporting materials provided to or held by the Issuing Trustee or any agent
        or
        servant thereof in relation to every Mortgage, Loan agreement or Related
        Security.

       

      Noteholder
        Secured Creditor means
        together:

       

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

              


      

       

      
        	
              	(b)	
                each
                  Class A3 Noteholder; and

              


      

       

      
        	
              	(c)	
                each
                  Class B Noteholder.

              


      

       

      Notes
        means Class A Notes, Class B Notes and Liquidity Notes.

       

      Notes
        Supplementary Bond
        Terms Notice
        means the Supplementary Bond Terms Notice dated on or about the date of this
        Deed in respect of the Securitisation Fund and providing the terms of issue
        of
        Class A Notes and Class B Notes and executed by, among others, the Issuing
        Trustee, the Manager and the Security Trustee.

       

      Outstanding
        Principal Balance
        has the same meaning as in the Notes Supplementary Bond Terms
        Notice.

       

      Payment
        Funding Facility
        means any facility provided to the Issuing Trustee to enable the Issuing
        Trustee
        to support or fund payments required or to be made by the Issuing Trustee
        in
        respect of any Enhancement or Hedge or as otherwise provided in that
        facility.

       

      Payment
        Funding Facility Provider means,
        in relation to a Payment Funding Facility, the person who has entered into
        or
        agreed to make that Payment Funding Facility available to the Issuing
        Trustee.

       

      Power
        means any right, power, authority, discretion or remedy conferred on the
        Security Trustee, Receiver or Attorney by any Secured Document or any applicable
        law.

       

      Prior
        Interest
        means the lien over, and right of indemnification from, the Charged Property
        held by the Issuing Trustee under, and calculated in accordance with, the
        Master
        Trust Deed for paid but not reimbursed, or for unpaid, Expenses (other than
        the
        Secured Moneys) in relation to the Securitisation Fund.

       

      Receiver
        means a receiver appointed by the Security Trustee hereunder 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.

       

      Redraw
        Facility Provider
        means, in relation to a Redraw Funding Facility, the person who has entered
        into
        or agreed to make that Redraw Funding Facility available to the Issuing
        Trustee.

       

      
        
          
          

        

        
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      Redraw
        Funding Facility means
        any facility provided to the Issuing Trustee to enable the Issuing Trustee
        to
        fund payments under a Loan Redraw Facility.

       

      Regulation
        AB has
        the meaning given to it in the Notes Supplementary Bond Terms
        Notice.

       

      Related
        Body Corporate
        has the meaning given to it in section 9 of the Corporations Act.

       

      Relevant
        Period
        means the period which commences on and includes the date of this deed and
        ends
        on and includes the earlier of:

       

      
        	
              	(a)	
                the
                  date 12 months and 1 day after the date of this deed;
                  and

              


      

       

      
        	
              	(b)	
                the
                  date (if any) on which an Event of Default
                  occurs.

              


      

       

      Repayment
        Date
        means the date on which the Total Outstanding Principal Balance is zero or
        will
        be zero following any payments made on the relevant Payment Date.

       

      Representative
        means:

       

      
        	
              	(a)	
                in
                  the case of a Class A Offered Noteholder, the Note Trustee as its
                  representative or any other person appointed as a proxy for the
                  Class A
                  Offered Noteholders in accordance with this
                  Deed);

              


      

       

      
        	
              	(b)	
                in
                  the case of any other Secured Creditor, a person who is appointed
                  as a
                  proxy for that Secured Creditor pursuant to clause 9 of Schedule
                  1;
                  and

              


      

       

      
        	
              	(c)	
                without
                  limiting the generality of paragraph (a), in the case of a Voting
                  Secured
                  Creditor which is a body corporate, a person who is appointed pursuant
                  to
                  clause 10 of Schedule 1 by the Secured
                  Creditor.

              


      

       

      Secured
        Creditor
        means:

       

      
        	
              	(a)	
                each
                  Payment Funding Facility Provider; 

              


      

       

      
        	
              	(b)	
                the
                  Security Trustee in relation to its rights (held on its own right
                  or for
                  the benefit of other Secured Creditors) under this
                  Deed;

              


      

       

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

              


      

       

      
        	
              	(d)	
                any
                  Class A3 Noteholder in relation to its rights under the Class A3
                  Notes held by it;

              


      

       

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

              


      

       

      
        	
              	(f)	
                the
                  Manager in relation to its rights as manager under the Secured
                  Documents
                  for the Securitisation Fund;

              


      

       

      
        	
              	(g)	
                each
                  Enhancement Provider in relation to its rights under each
                  Enhancement;

              


      

       

      
        	
              	(h)	
                each
                  Interest Hedge Provider in relation to its rights under each Interest
                  Hedge;

              


      

       

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

              


      

       

      
        
          
          

        

        
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              	(j)	
                each
                  Paying Agent, the Note Registrar, the Calculation Agent and the
                  Class A3 Irish Paying Agent in relation to its rights under the
                  Secured Documents;

              


      

       

      
        	
              	(k)	
                the
                  Lead Manager in relation to its rights under the Secured
                  Documents;

              


      

       

      
        	
              	(l)	
                each
                  Currency Swap Provider in relation to its rights under its Currency
                  Swap;

              


      

       

      
        	
              	(m)	
                each
                  Redraw Facility Provider; 

              


      

       

      
        	
              	(n)	
                each
                  Top-Up Funding Facility Provider;
                  and

              


      

       

      
        	
              	(o)	
                any
                  Liquidity Noteholder in relation to its rights under Liquidity
                  Notes held
                  by it.

              


      

       

      Secured
        Documents
        means each of:

       

      
        	
              	(a)	
                this
                  Deed;

              


      

       

      
        	
              	(b)	
                the
                  Master Trust Deed, insofar as it relates to the Securitisation
                  Fund;

              


      

       

      
        	
              	(c)	
                the
                  Mortgage Origination and Management Agreement, insofar as it relates
                  to
                  the Securitisation Fund;

              


      

       

      
        	
              	(d)	
                each
                  Note;

              


      

       

      
        	
              	(e)	
                each
                  Supplementary Bond Terms Notice;

              


      

       

      
        	
              	(f)	
                each
                  Enhancement; 

              


      

       

      
        	
              	(g)	
                each
                  Hedge;

              


      

       

      
        	
              	(h)	
                the
                  Note Trust Deed;

              


      

       

      
        	
              	(i)	
                each
                  Payment Funding Facility; 

              


      

       

      
        	
              	(j)	
                each
                  Redraw Funding Facility;

              


      

       

      
        	
              	(k)	
                each
                  Top-Up Funding Facility;

              


      

       

      
        	
              	(l)	
                each
                  Currency Swap; and

              


      

      
         

        
          	
                	(m)	
                  the
                    Committed Bond Subscription
                    Agreement.

                


        

         

      

      Secured
        Moneys
        means all debts and monetary liabilities of the Issuing Trustee to Secured
        Creditors on any account under or in relation to any Secured Document and
        in any
        capacity and irrespective of whether the debts or liabilities: 

       

      
        	
              	(a)	
                are
                  present or future;

              


      

       

      
        	
              	(b)	
                are
                  actual, prospective, contingent or
                  otherwise;

              


      

       

      
        	
              	(c)	
                are
                  at any time ascertained or
                  unascertained;

              


      

       

      
        	
              	(d)	
                are
                  owed or incurred by or on account of the Issuing Trustee alone,
                  or
                  severally or jointly with any other
                  person;

              


      

       

      
        	
              	(e)	
                are
                  owed to or incurred for the account of the Security Trustee, a
                  Secured
                  Creditor or any person whose account the Security Trustee is owed
                  or
                  incurs it, alone, or severally or jointly with any other
                  person;

              


      

       

      
        	
              	(f)	
                are
                  owed to any other person as agent (whether disclosed or not) for
                  or on
                  behalf of the Security Trustee, a Secured Creditor or any person
                  whose
                  account the Security Trustee is owed or incurs
                  it;

              


      

       

      
        
          
          

        

        
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              	(g)	
                are
                  owed or incurred as principal, interest, fees, charges, Taxes,
                  damages
                  (whether for breach of contract or tort or incurred on any other
                  ground),
                  losses, costs or expenses, or on any other account;
                  

              


      

       

      
        	
              	(h)	
                are
                  owed to or incurred for the account of the Security Trustee, a
                  Secured
                  Creditor or any person whose account the Security Trustee is owed
                  or
                  incurs it, directly or as a result
                  of:

              


      

       

      
        	
              	(1)	
                the
                  assignment to the Security Trustee, a Secured Creditor or any person
                  whose
                  account the Security Trustee is owed or incurs it, of any debt
                  or
                  liability of the Issuing Trustee;
                  or

              


      

       

      
        	
              	(2)	
                any
                  other dealing with any such debt or
                  liability;

              


      

       

      
        	
              	(i)	
                are
                  owed to or incurred for the account of the Security Trustee, a
                  Secured
                  Creditor or any person whose account the Security Trustee is owed
                  or
                  incurs it, before the date of this Deed, before the date of any
                  assignment
                  of this Deed to the Security Trustee, a Secured Creditor or any
                  person
                  whose account the Security Trustee is owed or incurs it, by any
                  other
                  person or otherwise; or

              


      

       

      
        	
              	(j)	
                comprise
                  any combination of the above.

              


      

       

      Securitisation
        Fund
        means the Securitisation Fund constituted under the Master Trust Deed known
        as
        SMHL Global Fund 2007-1. 

       

      Supplementary
        Bond Terms Notice means
        each Supplementary Bond Terms Notice dated or about the date of this Deed
        in
        respect of the Securitisation Fund.

       

      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.

       

      Title
        Documents
        means all certificates, documents, instruments, indicia of title or other
        evidence of the right, title, interest and estate of the Issuing Trustee
        in the
        items referred to in the definition of "Charged Property" in this clause
        1.1,
        including without limiting the generality of the foregoing, all Mortgage
        Documents.

       

      Top-up
        Funding Facility means
        any facility provided to the Issuing Trustee to enable the Issuing Trustee
        to
        fund payments under a Top-up Loan.

       

      Top-up
        Funding Facility Provider
        means, in relation to a Top-up Funding Facility, the person who has entered
        into
        or agreed to make that Top-up Funding Facility available to the Issuing
        Trustee.

       

      Top-up
        Loan
        has the meaning given to it under the Notes Supplementary Bond Terms
        Notice.

       

      US
        Currency Swap
        has the same meaning as in the Notes Supplementary Bond Terms
        Notice.

       

      US
        Currency Swap Provider has
        the same meaning as in the Notes Supplementary Bond Terms Notice.

       

      Voting
        Secured Creditor
        means:

       

      
        
          
          

        

        
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          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        	
              	(a)	
                with
                  respect only to the enforcement of the security under this Deed,
                  for so
                  long as the Secured Moneys of the Class A Noteholders and the Class
                  B
                  Noteholders each calculated and expressed in the A$ Equivalent
                  are 75% or
                  more of total Secured Moneys calculated and expressed in the A$
                  Equivalent, the Noteholder Secured Creditors alone;
                  and

              


      

       

      
        	
              	(b)	
                at
                  any other time (subject to clause 16.3)

              


      

       

      
        	
              	(1)	
                the
                  Note Trustee, acting on behalf of the Class A Offered Noteholders
                  under
                  the Note Trust Deed and clause 3
                  or, if the Note Trustee has become bound to take steps and/or to
                  proceed
                  hereunder and fails to do so within a reasonable time and such
                  failure is
                  continuing, the Class A Offered Noteholders and then only to the
                  extent
                  permitted by the Australian law;
                  and

              


      

       

      
        	
              	(2)	
                each
                  other Secured Creditor (other than a Class A Offered
                  Noteholder).

              


      

       

      
        
          
            	
                  	1.2	
                    Definitions
                      from other
                      documents

                  


          

        

      

       

      
        	
              	(a)	
                Subject
                  to clause 1.1
                  each expression used herein that is defined in the Master Trust
                  Deed (as
                  amended by the Notes Supplementary Bond Terms Notice) and the Notes
                  Supplementary Bond Terms Notice has the same meaning when used
                  in this
                  Deed unless the context otherwise requires or unless otherwise
                  defined in
                  this Deed.

              


      

       

      
        	
              	(b)	
                Subject
                  to clause 21,
                  no change to the Master Trust Deed or any other document after
                  the date of
                  this Deed will change the meaning of terms used in this Deed or
                  adversely
                  affect the rights of the Security Trustee under this Deed unless
                  the
                  Security Trustee (subject to clause 16.3)
                  with the prior written consent of the Noteholder Secured Creditors
                  has
                  agreed to the changes.

              


      

       

      
        	 	1.3	
                Interpretation

              


      

       

      In
        this Deed unless the context indicates a contrary intention:

       

      
        	
              	(a)	
                the
                  expression
                  "person" includes an individual, a corporation and a Government
                  Agency;

              


      

       

      
        	
              	(b)	
                the
                  expression "power" in relation to the Security Trustee or a Receiver
                  includes all powers authorities rights remedies privileges and
                  discretions
                  conferred upon the Security Trustee or the Receiver by this Deed,
                  by any
                  other deed agreement document or instrument by any Statute or otherwise
                  by
                  law;

              


      

       

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

              


      

       

      
        	
              	(d)	
                a
                  reference to this Deed, the Master Trust Deed, each Supplementary
                  Bond
                  Terms Notice 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;

              


      

       

      
        
          
          

        

        
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          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        	
              	(e)	
                a
                  reference to any Statute or to any section or provision thereof
                  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;

              


      

       

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

              


      

       

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

              


      

       

      
        	
              	(h)	
                headings
                  are for convenience only and shall not affect the interpretation
                  hereof;

              


      

       

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

              


      

       

      
        	
              	(j)	
                a
                  reference to the Schedule is a reference to the Schedule to this
                  Deed;

              


      

       

      
        	
              	(k)	
                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;

              


      

       

      
        	
              	(l)	
                where
                  the day on or by which any sum is payable hereunder or any act
                  matter or
                  thing is to be done is a day other than a Banking Day such sum
                  shall be
                  paid and such act matter or thing shall be done on the immediately
                  succeeding Banking Day;

              


      

       

      
        	
              	(m)	
                all
                  accounting terms used in this Deed shall 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 the Issuing Trustee is a reference to the Issuing
                  Trustee in
                  its capacity as trustee of the Securitisation Fund, and in no other
                  capacity; and

              


      

       

      
        	
              	(o)	
                a
                  reference to the property, business, assets, undertaking or money
                  of the
                  Issuing Trustee is a reference to the property, business, assets,
                  undertaking or money of the Issuing Trustee in the capacity referred
                  to in
                  paragraph (n) only.

              


      

       

      
        
          
            	
                  	1.4	
                    Benefit
                      of
                      Covenants
                      Hereunder

                  


          

        

      

       

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

       

      
        	 	1.5	
                Transaction
                  Document

              


      

       

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

       

      
        	 	1.6	
                Knowledge
                  of Issuing
                  Trustee 

              


      

       

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

       

      
        
          
          

        

        
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              	1.7	
                Knowledge
                  of the Security Trustee

              


      

       

      In
        relation to the Securitisation Fund, the Security Trustee will only be
        considered to have knowledge or notice of or be aware of any matter or thing
        if
        the Security Trustee has knowledge, notice or awareness of that matter or
        thing
        by virtue of the actual notice or awareness of the officers or employees
        of the
        Security Trustee who have day to day responsibility for the administration
        of
        the trust created by this Deed.

       

      
        	
              	1.8	
                Knowledge
                  of the Note Trustee

              


      

       

      In
        relation to the Securitisation Fund, the Note Trustee will only be considered
        to
        have knowledge or notice of or be aware of any matter or thing if the Note
        Trustee has knowledge, notice or awareness of that matter or thing by virtue
        of
        the actual notice or awareness of the officers or employees of the Note Trustee
        who have day to day responsibility for the administration of the trust created
        by this Deed.

       

        
          

        

      

      
        	2	
                 

              	
                Acceptance
                  of Trust

              


      

       

      
        	
              	2.1	
                Appointment
                  of Security Trustee

              


      

       

      The
        Security Trustee is hereby appointed, and by its execution hereof accepts
        its
        appointment, as trustee on behalf of, and for, the Secured Creditors on the
        terms and conditions of this Deed.

       

      
        	
              	2.2	
                Duration
                  of Trust

              


      

       

      The
        trusts established pursuant to this Deed shall commence on the date hereof
        and
        shall terminate on the first to occur of:

       

      
        	
              	(a)	
                the
                  Charge Release Date; and

              


      

       

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

              


      

       

      
        	
              	2.3	
                Benefit
                  of trusts

              


      

       

      Each
        Secured Creditor is entitled to the benefit of the trusts created by this
        Deed
        on the terms and conditions herein contained.

       

      
        	
              	2.4	
                Terms
                  of Notes

              


      

       

      All
        Notes relating to the Securitisation Fund shall be issued with the benefit
        of,
        and subject to, the provisions of this Deed, the Master Trust Deed, each
        Supplementary Bond Terms Notice, the Note Trust Deed and Conditions for the
        Class A Offered Notes.

       

      
        	
              	2.5	
                Interested
                  Persons bound

              


      

       

      The
        provisions of this Deed and the Master Trust Deed shall be binding upon every
        Interested Person and the Security Trustee.

       

      
        
          
          

        

        
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              	2.6	
                Resolution
                  of conflicts

              


      

       

      
        	
              	(a)	
                The
                  Security Trustee must, as regards the exercise of all discretions
                  vested
                  in it by this Deed and all other Transaction Documents, except
                  where
                  expressly provided otherwise, have regard to the interest of the
                  Secured
                  Creditors.

              


      

       

      
        	
              	(b)	
                Subject
                  to the provisions of this Deed, if there is at any time, with respect
                  to
                  enforcement, a conflict between a duty owed by the Security Trustee
                  to any
                  Secured Creditor or class of Secured Creditors, and a duty owed
                  by it to
                  another Secured Creditor or class of Secured Creditors, the Security
                  Trustee must give priority to the interests of the Noteholders
                  (which, in
                  the case of Class A Offered Noteholders, shall be determined by
                  the Note
                  Trustee acting on their behalf (as provided in clause 16.3)
                  or the Class A Offered Noteholders, as provided herein and in the
                  Note
                  Trust Deed, which, in the case of Class A3 Noteholders and Class B
                  Noteholders, shall be determined by the Class A3 Noteholders and
                  Class B Noteholders as provided herein, and which, in the case
                  of the
                  Liquidity Noteholders, shall be determined by the Liquidity Noteholders
                  as
                  provided herein).

              


      

       

      
        	
              	(c)	
                Subject
                  to the provisions of this Deed (other than paragraph (b)),
                  the Security Trustee must give priority to the interests only of
                  the Class
                  A Noteholders if, in the Security Trustee's opinion (in relation
                  to which
                  in determining the interests of the Class A Offered Noteholders,
                  the
                  Security Trustee may rely on a determination of the Note Trustee)
                  there is
                  a conflict between the interests of the Class A Noteholders and
                  the
                  interests of the Class B Noteholders or other Secured
                  Creditors.

              


      

       

      
        	
              	(d)	
                Provided
                  that the Security Trustee acts in accordance with this clause 2.6
                  and in good faith, it shall not incur any liability to any Secured
                  Creditor for giving effect to paragraph (b)
                  or (c).

              


      

       

        
          

        

      

      
        	3	 	
                Note
                  Trustee

              


      

       

      
        	
              	3.1	
                Capacity

              


      

       

      The
        Note Trustee is a party to this Deed in its capacity as trustee for the Class
        A
        Offered Noteholders from time to time under the Note Trust Deed. Notwithstanding
        any other provision of this Deed, this Deed becomes effective against the
        Note
        Trustee only upon execution of the Note Trust Deed.

       

      
        	
              	3.2	
                Exercise
                  of rights

              


      

       

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

       

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

              


      

       

      
        
          
          

        

        
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              	(b)	
                the
                  Class A Offered Noteholders may only exercise enforcement rights
                  in
                  respect of the Charged Property through the Note Trustee and only
                  in
                  accordance with this Deed and the Note Trust Deed.
                  

              


      

       

      
        	
              	3.3	
                Instructions
                  or directions

              


      

       

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

       

      
        	
              	3.4	
                Payments

              


      

       

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

       

      
        	
              	3.5	
                Notices

              


      

       

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

       

      
        	
              	3.6	
                Limitation
                  of liability of Note
                  Trustee

              


      

       

      Notwithstanding
        any other provision of this deed, the Note Trustee will have no liability
        under
        or in connection with this deed or any other Transaction Document other than
        to
        the extent to which the liability is able to be satisfied out of the property
        from which the Note Trustee is actually indemnified for the liability. This
        limitation will not apply to a liability of the Note Trustee to the extent
        that
        it is not satisfied because, under this deed, any other Transaction Document
        or
        by operation of laws, there is a reduction in the extent of the Note Trustee's
        indemnification as a result of the Note Trustee's fraud, negligence or wilful
        default. Nothing in this clause or any similar provision in any other
        Transaction Document limits or adversely affects the powers of the Note
        Trustee.

       

        
          

        

      

      
        	4	 	
                Charge

              


      

       

      
        	
              	4.1	
                Charge

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee in its capacity as trustee of the Charged Property
                  charges
                  all of its interest in the Charged Property to the Security Trustee
                  as
                  security for the due and punctual payment of the Secured Moneys
                  and the
                  performance of its obligations under the Secured
                  Documents.

              


      

       

      
        	
              	(b)	
                The
                  Charge does not charge any Charged Property as at the date of this
                  Deed
                  which as at that date is, or is taken under the applicable stamp
                  duties
                  legislation of the relevant jurisdiction to be, situated in any
                  State or
                  Territory of Australia other than New South Wales, the Australian
                  Capital
                  Territory or the Northern
                  Territory.

              


      

       

      
        
          
          

        

        
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              	4.2	
                Priority

              


      

       

      The
        parties intend that the Charge take priority over all other Encumbrances
        over
        the Charged Property other than the Prior Interest.

       

      
        	
              	4.3	
                Nature
                  of Charge

              


      

       

      The
        Charge is a floating charge over all Charged Property.

       

      
        	
              	4.4	
                Crystallisation

              


      

       

      The
        floating charge created in clauses 4.1
        and 4.3
        automatically and immediately crystallises and becomes fixed:

       

      
        	
              	(a)	
                without
                  the Security Trustee giving any notice to the Issuing Trustee,
                  in respect
                  of:

              


      

       

      
        	
              	(1)	
                all
                  of the Charged Property:

              


      

       

      
        	
              	(A)	
                when
                  a Receiver or any other receiver or receiver and manager or administrator
                  or provisional liquidator is appointed, or proposed to be appointed,
                  in
                  respect of any of the Charged
                  Property;

              


      

       

      
        	
              	(B)	
                when
                  the Charge or any other Encumbrance over any of the Charged Property
                  is
                  enforced in any other way;

              


      

       

      
        	
              	(C)	
                when
                  a notice under section 218 of the Income Tax Assessment Act 1936
                  (Cth),
                  section 260-5 in Schedule 1 of the Tax Administration Act 1953
                  or similar
                  provision under the Income Tax Assessment Act 1997 in respect of
                  the
                  Issuing Trustee is signed by, or on behalf of, the Commissioner
                  of
                  Taxation or the Deputy Commissioner of
                  Taxation;

              


      

       

      
        	
              	(D)	
                upon
                  any Government Agency taking any step which may result in an amount
                  of Tax
                  or an amount owing to a Government Agency ranking ahead of the
                  Charge;

              


      

       

      
        	
              	(E)	
                when
                  an order is made or a resolution is passed for the liquidation
                  of the
                  Issuing Trustee whether in its personal capacity or in its capacity
                  as
                  trustee of the Securitisation Fund;

              


      

       

      
        	
              	(F)	
                when
                  a resolution is passed or a direction is given by the Beneficiaries
                  for
                  the winding-up or termination of the Securitisation
                  Fund;

              


      

       

      
        	
              	(G)	
                when
                  all of the Beneficiaries give a direction to the Issuing Trustee
                  to
                  distribute the assets of the Securitisation
                  Fund;

              


      

       

      
        	
              	(H)	
                upon
                  the termination of the Securitisation Fund, whether under the Master
                  Trust
                  Deed or by expiration of time or
                  otherwise;

              


      

       

      
        
          
          

        

        
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              	(I)	
                when
                  an order is made requiring distribution of any Securitisation Fund
                  assets
                  to any person or appointing a Receiver in respect of the Securitisation
                  Fund;

              


      

       

      
        	
              	(J)	
                when
                  the Issuing Trustee resolves, or any other person on whose instructions
                  the Issuing Trustee must act directs the Issuing Trustee, to distribute
                  any corpus of the Charged Property which is subject to the floating
                  charge;

              


      

       

      
        	
              	(K)	
                when
                  any step is taken to issue, levy or enforce any distress, attachment,
                  execution or other process against or upon any of the Charged
                  Property; 

              


      

       

      
        	
              	(L)	
                when
                  any Encumbrance over any of the Charged Property is, or becomes
                  capable of
                  being, enforced or any floating Encumbrance over any of the Charged
                  Property crystallises or otherwise becomes a fixed Encumbrance;
                  or

              


      

       

      
        	
              	(M)	
                upon
                  occurrence of an Event of Default;
                  or

              


      

       

      
        	
              	(2)	
                in
                  respect of any asset, if the Issuing Trustee:


              


      

       

      
        	
              	(A)	
                creates
                  or allows any Encumbrance over;

              


      

       

      
        	
              	(B)	
                sells,
                  leases or otherwise disposes of;

              


      

       

      
        	
              	(C)	
                creates
                  or allows any interest in; or

              


      

       

      
        	
              	(D)	
                parts
                  with possession of,

              


      

       

      that
        asset in breach of the Master Trust Deed or this Deed, or agrees or attempts
        to
        do so or take any step towards doing so.

       

      
        	
              	4.5	
                De-crystallisation

              


      

       

      
        	
              	(a)	
                Where
                  an asset has become subject to a fixed charge under clause 4.4,
                  the Security Trustee may release the asset from that fixed charge
                  by
                  notice in writing to the Issuing
                  Trustee.

              


      

       

      
        	
              	(b)	
                When
                  an asset is released from the fixed charge under clause 4.5(a))
                  the asset will again be subject to:


              


      

       

      
        	
              	(1)	
                the
                  floating charge under clauses 4.1
                  and 4.3;
                  and

              


      

       

      
        	
              	(2)	
                the
                  further operation of clause 4.4.

              


      

       

      
        	
              	(c)	
                The
                  Security Trustee must promptly give each Designated Rating Agency
                  a notice
                  of any release made pursuant to clause 4.5(a).

              


      

       

      
        	
              	4.6	
                Prospective
                  liability

              


      

       

      
        	
              	(a)	
                The
                  parties acknowledge that the maximum amount of the prospective
                  liability
                  secured by this Deed for the purposes of establishing priority
                  under
                  section 282(3) of the Corporations Act, is $5,000,000,000.

              


      

       

      
        	
              	(b)	
                The
                  Security
                  Trustee may from time to time lodge a notice under s268(2) of the
                  Corporations Act on behalf of the Issuing Trustee specifying an
                  increase
                  in the maximum amount of the prospective liability referred to
                  in clause
                  4.6(a)
                  and from the date of lodgement the amount specified in clause 4.6(a)
                  is to be regarded as varied to the amount specified in that
                  notice.

              


      

       

      
        
          
          

        

        
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              	(c)	
                Neither
                  clause 4.6(a)
                  nor clause 4.6(b)
                  in any way affects or limits the actual amount of Secured Moneys
                  which may
                  in fact be secured by the Charge.

              


      

       

      
        	
              	(d)	
                Clauses
                  4.6(a),
                  4.6(b)
                  and 4.6(c)
                  are to be construed independently of each
                  other.

              


      

       

      
        	
              	4.7	
                Amount
                  ultimately recoverable

              


      

       

      Subject
        to this Deed and without limiting the Secured Moneys, the amount ultimately
        recoverable by the Chargee under this Deed is limited to
        $5,000,000,000.

       

        
          

        

      

      
        	
                5

              	
                 

              	
                Representations
                  and Warranties

              


      

       

      
        	
              	5.1	
                By
                  the Issuing Trustee

              


      

       

      The
        Issuing Trustee hereby represents and warrants to the Security
        Trustee:

       

      
        	
              	(a)	
                (Due
                  Incorporation):
                  the Issuing Trustee 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 Secured Document
                  does not
                  violate the constitution of the Issuing
                  Trustee;

              


      

       

      
        	
              	(c)	
                (Corporate
                  Power):
                  the Issuing Trustee has the power and has taken all corporate and
                  other
                  action required to enter into each Secured Document and to authorise
                  the
                  execution and delivery of each Secured Document and the performance
                  of its
                  obligations hereunder;

              


      

       

      
        	
              	(d)	
                (Filings):
                  the Issuing Trustee has filed all material corporate notices and
                  effected
                  all material registrations with the Australian Securities and Investments
                  Commission or similar office in the jurisdiction of incorporation
                  and all
                  such filings and registrations are current, complete and accurate,
                  except
                  that this representation and warranty does not apply to the filing
                  of an
                  ASIC form 309 or ASIC form 350 in relation to the creation of the
                  Charge;

              


      

       

      
        	
              	(e)	
                (Legally
                  Binding Obligation):
                  each Secured Document constitutes a valid, legally binding and
                  enforceable
                  obligation of the Issuing Trustee in accordance with its terms
                  except as
                  such enforceability may be limited by any applicable bankruptcy,
                  insolvency, reorganisation, moratorium or trust or other similar
                  laws
                  affecting creditors' rights
                  generally;

              


      

       

      
        	
              	(f)	
                (Execution,
                  Delivery and Performance):
                  the execution, delivery and performance of each Secured Document
                  by the
                  Issuing Trustee does not violate any existing law or regulation
                  or any
                  document or agreement to which the Issuing Trustee is a party in
                  either
                  case in its capacity as trustee of the Securitisation Fund or which
                  is
                  binding upon it or any of its assets in its capacity as trustee
                  of the
                  Securitisation Fund;

              


      

       

      
        
          
          

        

        
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              	(g)	
                (Authorisation):
                  all consents, licences, approvals and authorisations of every Government
                  Agency required to be obtained by the Issuing Trustee in connection
                  with
                  the execution and delivery of, and performance of its obligations
                  under,
                  each Secured Document have been obtained and are valid and
                  subsisting;

              


      

       

      
        	
              	(h)	
                (Good
                  Title):
                  the Issuing Trustee is the legal owner of and has the power under
                  the
                  Master Trust Deed to enter into each Secured Document and to charge
                  in the
                  manner provided in this Deed, the Charged Property and, subject
                  only to
                  the Master Trust Deed, this Deed and the Prior Interest, the Charged
                  Property is free of all other
                  Encumbrances;

              


      

       

      
        	
              	(i)	
                (Securitisation
                  Fund Validly Created):
                  the Securitisation Fund has been validly created and is in existence
                  at
                  the date of this Deed;

              


      

       

      
        	
              	(j)	
                (Sole
                  Trustee):
                  the Issuing Trustee has been validly appointed as trustee of the
                  Securitisation Fund and is presently the sole trustee of the
                  Securitisation Fund;

              


      

       

      
        	
              	(k)	
                (Master
                  Trust Deed):
                  the Securitisation Fund is constituted pursuant to the Master Trust
                  Deed;
                  and

              


      

       

      
        	
              	(l)	
                (No
                  Proceedings to Remove):
                  no notice has been given to the Issuing Trustee and to the Issuing
                  Trustee's knowledge no resolution has been passed or direction
                  or notice
                  has been given, removing the Issuing Trustee as trustee of the
                  Securitisation Fund.

              


      

       

      
        	
              	5.2	
                By
                  the Manager

              


      

       

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

       

      
        	
              	(a)	
                (Due
                  incorporation):
                  the Manager 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 Secured Document
                  does not
                  violate the constitution of the
                  Manager;

              


      

       

      
        	
              	(c)	
                (Corporate
                  power):
                  the Manager has the power and has taken all corporate and other
                  action
                  required to enter into each Secured Document and to authorise the
                  execution and delivery of each Secured Document and the performance
                  of its
                  obligations hereunder;

              


      

       

      
        	
              	(d)	
                (Filings):
                  the Manager 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):
                  each Secured Document constitutes a valid, legally binding and
                  enforceable
                  obligation of the Manager in accordance with its terms except as
                  such
                  enforceability may be limited by any applicable bankruptcy, insolvency,
                  re-organisation, moratorium or trust or other similar laws affecting
                  creditors' rights generally;

              


      

       

      
        
          
          

        

        
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              	(f)	
                (Execution,
                  Delivery and Performance):
                  the execution, delivery and performance of each Secured Document
                  by the
                  Manager does not violate any existing law or regulation or any
                  document or
                  agreement to which the Manager is a party or which is binding upon
                  it or
                  any of its assets; 

              


      

       

      
        	
              	(g)	
                (Authorisation):
                  all consents, licences, approvals and authorisations of every Government
                  Agency required to be obtained by the Manager in connection with
                  the
                  execution, delivery and performance of each Secured Document have
                  been
                  obtained and are valid and subsisting;
                  and

              


      

       

      
        	
              	(h)	
                (Warranties):
                  to the Manager’s knowledge, all representations and warranties given by
                  the Manager in any Transaction Document are true and
                  accurate.

              


      

       

      
        	
              	5.3	
                Survival
                  of Representations and
                  Warranties

              


      

       

      All
        representations and warranties in this Deed survive the execution and delivery
        of this Deed and the provision of advances and accommodation.

       

        
          

        

      

      
        	6	 	
                Issuing
                  Trustee’s and Manager’s
                  Covenants

              


      

       

       

      
        	
              	6.1	
                Covenants

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee covenants in favour of the Security Trustee that
                  it will
                  duly and punctually perform observe and fulfil its obligations
                  under the
                  Secured Documents and in accordance with the terms of the Secured
                  Documents, will pay the Secured Moneys to, or to the order of,
                  the
                  Security Trustee as and when the same fall due for
                  payment.

              


      

       

      
        	
              	(b)	
                Notwithstanding
                  clause 6.1(a),
                  every payment by the Issuing 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 Issuing Trustee to
                  the
                  Security Trustee in satisfaction of the Issuing Trustee's obligations
                  in
                  respect thereof.

              


      

       

      
        	
              	(c)	
                Each
                  of the Issuing Trustee and the Manager will ensure that it complies
                  with
                  its obligations under the Secured
                  Documents.

              


      

       

      
        	
              	(d)	
                Each
                  of the Issuing Trustee and the Manager will give to the Note Trustee
                  a
                  copy of the Register, and to the Security Trustee any information
                  in the
                  power or possession of the Issuing Trustee or the Manager relating
                  to the
                  Securitisation Fund that the Security Trustee reasonably requests
                  in
                  connection with the exercise and performance of its powers and
                  obligations
                  under this Deed, including without
                  limitation:

              


      

       

      
        	
              	(1)	
                the
                  identity, and notice details of, each Secured Creditor and Beneficiary;
                  and

              


      

       

      
        	
              	(2)	
                the
                  Secured Moneys owing to each Secured
                  Creditor.

              


      

       

      
        	
              	6.2	
                Negative
                  Covenants

              


      

       

      The
        Issuing Trustee shall not do, nor shall the Manager direct the Issuing Trustee
        to do, any of the following without the prior written consent of the Security
        Trustee and without prior written confirmation from each Designated Rating
        Agency of the rating assigned to the Notes in relation to the Securitisation
        Fund and the Notes, except as permitted by this Deed or the Master Trust
        Deed or
        the Supplementary Bond Terms Notice:

       

      
        
          
          

        

        
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              	(a)	
                (No
                  Encumbrances):
                  subject only to the Prior Interest, create, purport or attempt
                  to create
                  or permit to exist any Encumbrance howsoever ranking over any part
                  of the
                  Charged Property;

              


      

       

      
        	
              	(b)	
                (No
                  Sale, Lease etc.):
                  subject to clause 6.4,
                  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 whilst such
                  part of the
                  Charged Property is subject to the
                  Charge;

              


      

       

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

              


      

       

      
        	
              	(1)	
                the
                  Notes;

              


      

       

      
        	
              	(2)	
                Financial
                  Indebtedness arising under the Transaction Documents in relation
                  to the
                  Securitisation Fund;

              


      

       

      
        	
              	(3)	
                Financial
                  Indebtedness which is fully subordinated to the Secured Moneys,
                  or is
                  non-recourse other than with respect to proceeds in excess of those
                  needed
                  to pay the Secured Moneys, and does not constitute a claim against
                  the
                  Issuing Trustee in the event that those excess proceeds are insufficient
                  to pay that subordinated Financial Indebtedness;
                  or

              


      

       

      
        	
              	(4)	
                Financial
                  Indebtedness that will not result in any reduction or withdrawal
                  of the
                  rating assigned to the initial Notes by each such Designated Rating
                  Agency; 

              


      

       

      
        	
              	(d)	
                (No
                  Release under Transaction Documents):
                  give any release or discharge (whether full, partial or conditional)
                  to
                  any person in respect of their obligations under any of the Transaction
                  Documents relating to the Securitisation Fund, except as contemplated
                  by
                  those Transaction Documents; and

              


      

       

      
        	
              	(e)	
                (Bank
                  accounts):
                  open any bank account not permitted in the Transaction
                  Documents.

              


      

       

      
        	
              	6.3	
                Fixed
                  Rate Mortgages

              


      

       

      
        	
              	(a)	
                Unless
                  each Designated Rating Agency should otherwise notify the Manager
                  in
                  writing, the Manager must not at any time
                  cause:

              


      

       

      
        	
              	(1)	
                the
                  aggregate Outstanding Principal Balance of all fixed interest rate
                  Mortgages to exceed 50% of the aggregate Outstanding Principal
                  Balance of
                  all Mortgages;

              


      

       

      
        	
              	(2)	
                the
                  aggregate Outstanding Principal Balance of all fixed interest rate
                  Mortgages with an outstanding fixed interest rate period of 3 years
                  or less to exceed 50% of the aggregate Outstanding Principal Balance
                  of
                  all Mortgages; and

              


      

       

      
        
          
          

        

        
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              	(3)	
                the
                  aggregate Outstanding Principal Balance of all fixed interest rate
                  Mortgages with an outstanding fixed interest rate period of greater
                  than 3
                  years and not exceeding 5 years to exceed 25% of the aggregate
                  Outstanding
                  Principal Balance of all Mortgages;
                  and

              


      

       

      
        
          	
                	(4)	
                  the
                    fixed interest rate period for any Mortgage to end on or after
                    the
                    date nominated by the Manager and notified in writing to the
                    Issuing
                    Trustee, the Security Trustee and the Note Trustee prior to the
                    issue of
                    any Notes by the Issuing
                    Trustee.

                


        

      

       

      
        	
              	(b)	
                The
                  Manager must not cause any fixed interest rate Mortgage to become
                  an Asset
                  of the Fund unless:

              


      

       

      
        	
              	(1)	
                the
                  Trustee has entered into a Payment Funding Facility for such amount
                  agreed
                  to from time to time by the Manager and each Designated Rating
                  Agency so
                  that the rating of the Notes by each Designated Rating Agency will
                  not be
                  downgraded or withdrawn by the Trustee holding fixed interest rate
                  Mortgages; and

              


      

       

      
        	
              	(2)	
                the
                  Trustee has entered into an Enhancement or Interest Hedge in respect
                  of
                  the fixed interest rate component of the Mortgage for the period
                  of that
                  fixed interest rate component and whether in respect of that Mortgage
                  alone or with any other Mortgage that is an Asset of the Securitisation
                  Fund.

              


      

       

      
        	
              	(c)	
                Subject
                  to the terms of any such Payment Funding Facility, the Manager
                  must cause
                  the principal amount outstanding under the Payment Funding Facility
                  to be
                  not less than the amount agreed from time to time by the Manager
                  and each
                  Designated Rating Agency.

              


      

       

      
        	
              	(d)	
                For
                  the purposes of clause 6.3
                  a reference:

              


      

       

      
        	
              	(1)	
                to
                  a Mortgage is to a Mortgage which is an Asset of the Securitisation
                  Fund;

              


      

       

      
        	
              	(2)	
                to
                  a fixed interest rate Mortgage is a Mortgage under which all or
                  part of
                  the interest payable is set at a fixed
                  rate;

              


      

       

      
        	
              	(3)	
                the
                  Outstanding Principal Balance of a fixed interest rate Mortgage
                  is that
                  portion of the Outstanding Principal Balance of the Mortgage which
                  is
                  subject to a fixed interest rate.

              


      

       

      
        	
              	6.4	
                Dealing
                  in Accordance with Transaction
                  Documents

              


      

       

      The
        Issuing Trustee may in respect of a given part of the Charged Property whilst
        subject to the floating charge deal with and pay or apply that part of the
        Charged Property in accordance with the provisions of the Transaction
        Documents.

       

      
        	
              	6.5	
                Notify
                  Events of Default

              


      

       

      Each
        of the Manager and the Issuing Trustee must immediately notify the Security
        Trustee in writing if it becomes actually aware of the occurrence of any
        Event
        of Default and must provide the Security Trustee with full and complete details
        in relation thereto immediately upon becoming actually aware of such
        details.

       

      
        
          
          

        

        
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        	7	 	
                Events
                  of
                  Default

              


      

       

      
        	
              	7.1	
                Events
                  of Default

              


      

       

      Subject
        to the Supplementary Bond Terms Notice for the Class A Notes and Class B
        Notes and the Supplementary Bond Terms Notice for the Liquidity Notes, each
        of
        the following events is an Event of Default whether or not caused by any
        reason
        whatsoever outside the control of an Interested Person or any other
        person:

       

      
        	
              	(a)	
                (Failure
                  to Pay):
                  the Issuing Trustee does not within 10 Banking Days of the due
                  date, and
                  in the specified manner, pay in full any Secured Moneys (except
                  in respect
                  of any moneys payable under any Payment Funding Facility, Top-up
                  Funding
                  Facility and Redraw Funding Facility which fall due for payment
                  prior to
                  the Repayment Date or payment of interest on Class B Notes unless
                  all
                  Class A Notes have been repaid);

              


      

       

      
        	
              	(b)	
                (Failure
                  to Comply):
                  the Issuing Trustee defaults in fully performing observing and
                  fulfilling
                  any material obligation in relation to the Securitisation Fund
                  under this
                  Deed or a Secured Document (other than a provision requiring the
                  payment
                  of money as contemplated by paragraph (a) of this clause or, prior
                  to the
                  Repayment Date, in respect of any such default under a Payment
                  Funding
                  Facility, Top-up Funding Facility and Redraw Funding Facility and
                  such
                  default has not been remedied within 10 Banking Days of the Issuing
                  Trustee receiving notice from the Security Trustee specifying the
                  breach
                  and requiring the same to be
                  rectified);

              


      

       

      
        	
              	(c)	
                (Untrue
                  Warranty):
                  any representation, warranty or statement in relation to the
                  Securitisation Fund made, repeated or deemed to be made or repeated
                  in
                  this Deed or in a Secured Document by the Issuing Trustee is proved
                  to be
                  untrue in any material respect when made, repeated or deemed to
                  be made or
                  repeated (as the case may be) (except, prior to the Repayment Date,
                  in
                  respect of any representation, warranty or statement made, repeated
                  or
                  deemed to be made or repeated under the Payment Funding Facility,
                  Top-up
                  Funding Facility and Redraw Funding
                  Facility);

              


      

       

      
        	
              	(d)	
                (Breach
                  of Undertaking):
                  the Issuing Trustee breaches any material undertaking given at
                  any time to
                  the Security Trustee in relation to the Securitisation Fund or
                  fails to
                  comply with any material condition imposed by the Security Trustee
                  in
                  relation to the Securitisation Fund in agreeing to any matter (including
                  any waiver) (except, prior to the Repayment Date, in respect of
                  any breach
                  of any material undertaking or failure to comply with any material
                  condition under the Payment Funding Facility, Top-up Funding Facility
                  and
                  Redraw Funding Facility);

              


      

       

      
        	
              	(e)	
                (Insolvency
                  Event):
                  any Insolvency Event occurs in relation to the Issuing Trustee
                  other than
                  for the reconstruction of the Issuing Trustee or the Securitisation
                  Fund
                  with the prior written approval of the Manager and the Security
                  Trustee
                  and provided that each Designated Rating Agency has confirmed in
                  writing
                  that such reconstruction will not have an adverse effect on the
                  rating of
                  the Notes;

              


      

       

      
        	
              	(f)	
                (Encumbrance):
                  any Encumbrance over any Charged Property becomes enforceable or
                  any
                  Encumbrance that is a floating security over any Charged Property
                  crystallises or otherwise becomes a fixed or specific
                  security;

              


      

       

      
        
          
          

        

        
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              	(g)	
                (Investigation):
                  any investigation into the affairs, or into particular affairs,
                  of the
                  Issuing Trustee in relation to the Securitisation Fund is directed
                  or
                  commenced under any Statute;

              


      

       

      
        	
              	(h)	
                (Void
                  or Voidable):
                  any Secured Document is, becomes or is claimed by the Issuing Trustee
                  or
                  the Manager to be void, voidable or unenforceable in whole or in
                  any
                  material part;

              


      

       

      
        	
              	(i)	
                (Repudiation):
                  the Issuing Trustee disaffirms, disclaims, repudiates or rejects
                  any
                  Secured Document to which it is a party in whole or in any material
                  part;

              


      

       

      
        	
              	(j)	
                (Vesting
                  of Assets):
                  there occurs without the prior written approval of the Security
                  Trustee,
                  any vesting or distribution of any assets of the Securitisation
                  Fund other
                  than in accordance with the relevant Supplementary Bond Terms
                  Notices;

              


      

       

      
        	
              	(k)	
                (Breach
                  of Trust):
                  any material breach of trust in relation to the Securitisation
                  Fund by the
                  Issuing Trustee or the Issuing Trustee for any reason loses or
                  ceases to
                  be entitled to a material extent to its right of indemnity against
                  the
                  assets of the Securitisation Fund; 

              


      

       

      
        	
              	(l)	
                (Diminution
                  of Assets):
                  as a result of the act or omission of the Issuing Trustee the assets
                  of
                  the Securitisation Fund are materially diminished or made materially
                  less
                  accessible to the Security Trustee;

              


      

       

      
        	
              	(m)	
                (Winding-up):
                  without the prior consent of the Security Trustee the Securitisation
                  Fund
                  is wound-up or the Issuing Trustee is required to wind up the
                  Securitisation Fund under the Master Trust Deed or applicable law,
                  or the
                  winding up of the Securitisation Fund commences; and
                  

              


      

       

      
        	
              	(n)	
                (Priority
                  of Charge):
                  the Charge ceases to rank as contemplated by clause 4.2.

              


      

       

      
        	
              	7.2	
                Rights
                  of the Security Trustee upon Event of
                  Default

              


      

       

      Upon
        the occurrence of an Event of Default, the Security Trustee may in its absolute
        discretion, and shall, subject to clauses 8.4,
        8.5,
        8.6
        and 8.7,
        if so directed by an Extraordinary Resolution: 

       

      
        	
              	(a)	
                declare
                  the Charge immediately enforceable;

              


      

       

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

              


      

       

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

              


      

       

      
        	
              	(d)	
                appoint
                  a Receiver over the Charged Property, or exercise the powers that
                  a
                  Receiver would otherwise have if appointed under this
                  Deed.

              


      

       

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

       

      
        
          
          

        

        
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              	7.3	
                Notify
                  Events of Default

              


      

       

      Each
        of the Issuing Trustee and the Manager must promptly (and in any event within
        5
        Banking Days) notify the Note Trustee on behalf of the Class A Offered
        Noteholders, and all other Secured Creditors, the Security Trustee, and each
        of
        the Designated Rating Agencies if, to the knowledge of its officers who are
        responsible for the administration of the Securitisation Fund, it becomes
        aware
        of the occurrence of an Event of Default or any event specified in clause
        4.4
        and they must provide full details of the Event of Default or other event
        and
        the actions and procedures which are being taken or will be taken by the
        Issuing
        Trustee and the Manager to remedy the relevant Event of Default or other
        event.

       

        
          

        

      

      
        	
                8

              	
                 

              	
                Enforcement

              


      

       

      
        	
              	8.1	
                Power
                  to Deal with the Charged Property
                  Ceases

              


      

       

      The
        Issuing Trustee's power to deal for any purpose with all or any part of the
        Charged Property, other than by or through a Receiver appointed under this
        Deed
        shall immediately cease upon the Charge crystallising and becoming fixed
        pursuant to the provisions of this Deed (subject only to the operation of
        clause
4.5,
        in which case the Issuing Trustee's power to deal in accordance with this
        Deed
        with any asset or assets the subject of a notice under such clause shall
        be
        reinstated from the date of such notice).

       

      
        	
              	8.2	
                Protection
                  of Charged Property

              


      

       

      If
        the Charge crystallises and becomes fixed pursuant to the provisions of this
        Deed upon the occurrence of an Event of Crystallisation, the Security Trustee
        shall have the right either in its own name or in the name of the Issuing
        Trustee to immediately seek and obtain appropriate relief in relation to
        that
        part of the Charged Property affected or threatened by such Event of
        Crystallisation.

       

      
        	
              	8.3	
                Power
                  to Enforce

              


      

       

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

       

      
        	
              	8.4	
                No
                  Obligation to Enforce

              


      

       

      Subject
        to clauses 8.5
        and 14.4,
        upon the occurrence of an Event of Default, pending the receipt of directions
        from the Voting Secured Creditors as contemplated by clauses 8.5
        and 8.6,
        the Security Trustee shall not be bound to take any action under this Deed
        or
        give any consent or waiver or make any determination hereunder (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
        pursuant to clause 7.2
        or to take any other proceedings referred to in clause 8.3).
        Nothing in this clause shall affect the operation of clause 4.4
        upon the occurrence of an Event of Crystallisation or the Charge becoming
        enforceable prior to the Security Trustee receiving directions from the Secured
        Creditors.

       

      
        
          
          

        

        
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              	8.5	
                Obligation
                  to Convene Meeting

              


      

       

      
        	
              	(a)	
                Following
                  the Security Trustee becoming actually aware of the occurrence
                  of an Event
                  of Default, it shall, subject to clause 8.9,
                  promptly convene a meeting of the Voting Secured Creditors in accordance
                  with this Deed, at which it shall seek directions from the Voting
                  Secured
                  Creditors by way of an Extraordinary Resolution of the Voting Secured
                  Creditors regarding the action it should take as a result of such
                  Event of
                  Default.

              


      

       

      
        	
              	(b)	
                If
                  the Security Trustee fails to convene a meeting, or to propose
                  the
                  necessary Extraordinary Resolutions, in accordance with clause
                  8.5(a),
                  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 Schedule 1, in which event all references in this Deed and the
                  Schedule
                  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.

              


      

       

      
        	
              	8.6	
                Security
                  Trustee to Act in Accordance with
                  Directions

              


      

       

      
        	
              	(a)	
                Subject
                  to sub-clause 8.6(b),
                  the Security Trustee shall take all action necessary to give effect
                  to any
                  Extraordinary Resolution of the Voting Secured Creditors and shall
                  comply
                  with all directions contained in or given pursuant to any Extraordinary
                  Resolution of the Voting Secured
                  Creditors.

              


      

       

      
        	
              	(b)	
                The
                  obligation of the Security Trustee pursuant to sub-clause 8.6(a)
                  is subject to:

              


      

       

      
        	
              	(1)	
                this
                  Deed; and

              


      

       

      
        	
              	(2)	
                if
                  required by the Security Trustee (in its absolute discretion) the
                  receipt
                  from the Voting Secured Creditors (other than the Note Trustee)
                  of 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
                  the Security Trustee 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.

              


      

       

      The
        Security Trustee shall first claim on its indemnity from the property held
        on
        trust under clause 2.1
        before it claims on any indemnity from the Secured Creditors (other than
        the
        Note Trustee), including any indemnity provided under clause 8.7.
        The Note Trustee is in no circumstance required to give any indemnity to
        the
        Security Trustee.

       

      
        	
              	(c)	
                If
                  an Event of Default is a payment default in respect of a subordinated
                  Class of Notes, as long as there are Class A Notes outstanding
                  that rank
                  prior to those subordinated Notes, the Security Trustee must not
                  take any
                  action without the consent of the Class A3 Noteholders, and the
                  consent of the Note Trustee acting at the direction of the Class
                  A Offered
                  Noteholders, by Extraordinary
                  Resolution.

              


      

       

      
        
          
          

        

        
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              	(d)	
                If
                  the Security Trustee becomes bound to take steps and/or proceed
                  under this
                  Deed and it fails to do so within a reasonable time and such failure
                  is
                  continuing, the Voting Secured Creditors may exercise such powers
                  as they
                  determine by Extraordinary
                  Resolution.

              


      

       

      
        	
              	8.7	
                Security
                  Trustee Must Receive
                  Indemnity

              


      

       

      If:

       

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

              


      

       

      
        	
              	(b)	
                the
                  Voting Secured Creditors refuse to grant the requested indemnity
                  and put
                  the Security Trustee in funds,

              


      

       

      then
        the Security Trustee will not be obliged to act in relation to such enforcement.
        In those circumstances, the Voting Secured Creditors may exercise such Powers
        and enjoy such protections and indemnities, of the Security Trustee under
        this
        Deed, any Encumbrance or other document or agreement 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 Note Trustee is in no
        circumstance required to give an indemnity to the Security Trustee.

       

      
        	
              	8.8	
                Limitation
                  on Rights of Secured
                  Creditors

              


      

       

      Subject
        to this Deed, the powers, rights and remedies conferred on the Security Trustee
        by this Deed are exercisable by the Security Trustee only, and no Secured
        Creditor is entitled without the written consent of the Security Trustee
        to
        exercise the same or any of them. Without limiting the generality of the
        foregoing, subject to clause 8.7,
        no Secured Creditor is entitled to enforce the Charge or the provisions of
        this
        Deed or to appoint or cause to be appointed a Receiver to any of the Charged
        Property or otherwise to exercise any power conferred by the terms of any
        applicable law on chargees except as provided in this Deed.

       

      
        
          	
                	8.9	
                  Immaterial
                    waivers

                


        

      

       

      
        	
              	(a)	
                The
                  Security Trustee may (subject to clause 16.3),
                  with the prior written consent of the Noteholder Secured Creditors
                  agree,
                  on any terms and conditions as it may deem expedient, having first
                  given
                  notice to any Designated Rating Agency for each Class of Notes,
                  but
                  without the consent of the other Secured Creditors and without
                  prejudice
                  to its rights in respect of any subsequent breach, to any waiver
                  or
                  authorisation of any breach or proposed breach of any of the terms
                  and
                  conditions of the Secured Documents or any of the provisions of
                  this Deed
                  which is not, in the reasonable opinion of the Security Trustee,
                  materially prejudicial to the interests of the Secured Creditors
                  and may
                  determine that any event that would otherwise be an Event of Default
                  shall
                  not be treated as an Event of Default for the purpose of this
                  Deed.

              


      

       

      
        
          
          

        

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

              


      

       

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

              


      

       

      
        	
              	8.10	
                Acts
                  pursuant to resolutions

              


      

       

      The
        Security Trustee shall not be responsible for having acted in good faith
        upon
        any resolution purporting to have been passed at any meeting of the Voting
        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 that meeting or the passing of that resolution or that for
        any
        reason that resolution was not valid or binding upon the Voting Secured
        Creditors.

       

      
        	
              	8.11	
                Overriding
                  provision

              


      

       

      Notwithstanding
        any other provision of this Deed:

       

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

              


      

       

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

              


      

       

        
          

        

      

      
        	9	 	
                Receiver 

              


      

       

      
        	
              	9.1	
                Appointment
                  of Receiver

              


      

       

      Subject
        to clause 8
        upon or at any time after the occurrence of an Event of Default the Security
        Trustee may: 

       

      
        	
              	(a)	
                appoint
                  any person or any 2 or more persons jointly, or severally, or jointly
                  and
                  severally to be a receiver or a receiver and manager of the Charged
                  Property;

              


      

       

      
        	
              	(b)	
                remove
                  any Receiver and on the removal, retirement or death of any Receiver,
                  appoint another Receiver; and

              


      

       

      
        
          
          

        

        
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              	(c)	
                fix
                  or vary the remuneration and direct payment of that remuneration
                  and any
                  costs, charges and expenses of the Receiver out of the proceeds
                  of any
                  realisation of the Charged
                  Property.

              


      

       

      
        	
              	9.2	
                Agency
                  of Receiver

              


      

       

      
        	
              	(a)	
                Subject
                  to clause 9.5,
                  each Receiver is the agent of the Issuing
                  Trustee.

              


      

       

      
        	
              	(b)	
                The
                  Issuing Trustee is responsible for the acts, defaults and remuneration
                  of
                  the Receiver.

              


      

       

      
        	
              	(c)	
                Each
                  Secured Creditor acknowledges that:

              


      

       

      
        	
              	(1)	
                any
                  Receiver will be only the agent of the Issuing Trustee in its capacity
                  as
                  trustee of the Securitisation Fund;
                  and

              


      

       

      
        	
              	(2)	
                notwithstanding
                  anything else in this Deed or at law, the Issuing Trustee in its
                  personal
                  capacity is not responsible for any act or omission of the
                  Receiver.

              


      

       

      
        	
              	9.3	
                Powers
                  of Receiver

              


      

       

      Subject
        to any express exclusion by the terms of the Receiver's appointment, and
        whether
        or not the Receiver has taken possession of the whole or any part of the
        Charged
        Property, the Receiver has, in addition to any powers conferred on the Receiver
        by applicable law, power to do any of the following:

       

      
        	
              	(a)	
                manage,
                  possession or control:
                  to manage, enter into possession or assume control of any of the
                  Charged
                  Property;

              


      

       

      
        	
              	(b)	
                lease
                  or licence:
                  to accept the surrender of, determine, grant or renew any lease
                  or licence
                  in respect of the use or occupation of any of the Charged
                  Property:

              


      

       

      
        	
              	(1)	
                on
                  any terms or special conditions that the Security Trustee or Receiver
                  thinks fit; and

              


      

       

      
        	
              	(2)	
                in
                  conjunction with the sale, lease or licence of any other property
                  by any
                  person;

              


      

       

      
        	
              	(c)	
                sale:
                  to sell or concur in selling any of the Charged Property to any
                  person:

              


      

       

      
        	
              	(1)	
                by
                  auction, private treaty or tender;

              


      

       

      
        	
              	(2)	
                on
                  such terms and special conditions as the Security Trustee or the
                  Receiver
                  thinks fit;

              


      

       

      
        	
              	(3)	
                for
                  cash or for a deferred payment of the purchase price, in whole
                  or in part,
                  with or without interest or
                  security;

              


      

       

      
        	
              	(4)	
                in
                  conjunction with the sale of any property by any other person;
                  and

              


      

       

      
        	
              	(5)	
                in
                  one lot or in separate parcels;

              


      

       

      
        	
              	(d)	
                grant
                  options to purchase:
                  to grant to any person an option to purchase any of the Charged
                  Property;

              


      

       

      
        
          
          

        

        
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              	(e)	
                acquire
                  property:
                  to acquire any interest in any property, in the name or on behalf
                  of the
                  Issuing Trustee, which on acquisition forms part of the Charged
                  Property;

              


      

       

      
        	
              	(f)	
                carry
                  on business:
                  to carry on or concur in carrying on any business of the Issuing
                  Trustee
                  in respect of the Charged Property;

              


      

       

      
        	
              	(g)	
                borrowings
                  and security: 

              


      

       

      
        	
              	(1)	
                to
                  raise or borrow any money, in its name or the name or on behalf
                  of the
                  Issuing Trustee, from the Security Trustee or any person approved
                  by the
                  Security Trustee in writing; and

              


      

       

      
        	
              	(2)	
                to
                  secure money raised or borrowed under clause 9.3(g)(1)
                  by an Encumbrance over any of the Charged Property, ranking in
                  priority
                  to, equal with, or after, the
                  Charge;

              


      

       

      
        	
              	(h)	
                maintain
                  or improve Charged Property:
                  to do anything to maintain, protect or improve any of the Charged
                  Property
                  including, but not limited to, completing, repairing, erecting
                  a new
                  improvement on, demolishing or altering any of the Charged
                  Property;

              


      

       

      
        	
              	(i)	
                income
                  and bank accounts:
                  to do anything to manage or obtain income or revenue from any of
                  the
                  Charged Property including, but not limited to, operating any bank
                  account
                  which forms part of the Charged Property or opening and operating
                  a new
                  bank account;

              


      

       

      
        	
              	(j)	
                access
                  to Charged Property:
                  to have access to any of the Charged
                  Property;

              


      

       

      
        	
              	(k)	
                insure
                  Charged Property:
                  to insure any of the Charged
                  Property;

              


      

       

      
        	
              	(l)	
                sever
                  fixtures:
                  to sever fixtures in respect of any of the Charged
                  Property;

              


      

       

      
        	
              	(m)	
                compromise:
                  to make or accept any compromise or
                  arrangement;

              


      

       

      
        	
              	(n)	
                surrender
                  Charged Property:
                  to surrender or transfer any of the Charged Property to any
                  person;

              


      

       

      
        	
              	(o)	
                exchange
                  Charged Property:
                  to exchange with any person any of the Charged Property for any
                  other
                  property whether of equal value or
                  not;

              


      

       

      
        	
              	(p)	
                employ
                  or discharge:
                  to employ or discharge any person as an employee, contractor, agent,
                  professional adviser or auctioneer for any of the purposes of this
                  Deed;

              


      

       

      
        	
              	(q)	
                delegate:
                  to delegate to any person any Power of the
                  Receiver;

              


      

       

      
        	
              	(r)	
                perform
                  or enforce documents:
                  to observe, perform, enforce, exercise or refrain from exercising
                  any
                  right, power, authority, discretion or remedy of the Issuing Trustee
                  under, or otherwise obtain the benefit
                  of:

              


      

       

      
        	
              	(1)	
                any
                  document, agreement or right which attaches to or forms part of
                  the
                  Charged Property; and

              


      

       

      
        	
              	(2)	
                any
                  document or agreement entered into in exercise of any Power by
                  the
                  Receiver;

              


      

       

      
        	
              	(s)	
                receipts:
                  to give effectual receipts for all moneys and other assets which
                  may come
                  into the hands of the Receiver;

              


      

       

      
        
          
          

        

        
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              	(t)	
                take
                  proceedings:
                  to commence, discontinue, prosecute, defend, settle or compromise
                  in its
                  name or the name or on behalf of the Issuing Trustee, any proceedings
                  including, but not limited to, proceedings in relation to any insurance
                  in
                  respect of any of the Charged
                  Property;

              


      

       

      
        	
              	(u)	
                insolvency
                  proceedings:
                  in connection with any Charged Property, to make any debtor bankrupt,
                  wind-up any company, corporation or other entity and do all things
                  in
                  relation to any bankruptcy or winding-up which the Receiver thinks
                  necessary or desirable including, but not limited to, attending
                  and voting
                  at creditors' meetings and appointing proxies for those
                  meetings;

              


      

       

      
        	
              	(v)	
                execute
                  documents:
                  in connection with any Charged Property, to enter into and execute
                  any
                  document or agreement in the name of the Receiver or the name or
                  on behalf
                  of the Issuing Trustee including, but not limited to, notices,
                  bills of
                  exchange, cheques or promissory notes for any of the purposes of
                  this
                  Deed;

              


      

       

      
        	
              	(w)	
                vote:
                  to exercise any voting rights or powers in respect of any part
                  of the
                  Charged Property;

              


      

       

      
        	
              	(x)	
                ability
                  of Issuing Trustee:
                  to do anything the Issuing Trustee could do in respect of the Charged
                  Property; and

              


      

       

      
        	
              	(y)	
                incidental
                  power:
                  to do anything necessary or incidental to the exercise of any Power
                  of the
                  Receiver.

              


      

       

      
        	
              	9.4	
                Nature
                  of Receiver's Powers

              


      

       

      
        ThePowers
          of the Receiver must be construed independently and no one Power limits
          the
          generality of any other Power. Any dealing under any Power of the Receiver
          will
          be on the terms and conditions the Receiver thinks fit.

      

       

      
        	
              	9.5	
                Status
                  of Receiver after commencement of
                  winding-up

              


      

       

      
        	
              	(a)	
                The
                  power to appoint a Receiver under clause 9.1
                  may be exercised even if at the time an Event of Default occurs
                  or if at
                  the time a Receiver is appointed, an order has been made or a resolution
                  has been passed for the winding-up of the Issuing Trustee or any
                  event set
                  out in clause 4.4(a)(1)(E)
                  to clause 4.4(a)(1)(K)
                  has occurred.

              


      

       

      
        	
              	(b)	
                If
                  for any reason, including, but not limited to operation of law,
                  a
                  Receiver:

              


      

       

      
        	
              	(1)	
                appointed
                  in the circumstances described in clause 9.5(a);
                  or

              


      

       

      
        	
              	(2)	
                appointed
                  at any other time,

              


      

       

      ceases
        to be the agent of the Issuing Trustee upon or by virtue of, or as a result
        of,
        an order or a resolution being passed for the winding-up of the Issuing Trustee,
        then the Receiver immediately becomes the agent of the Security
        Trustee.

       

      
        	
              	9.6	
                Powers
                  exercisable by the Security
                  Trustee

              


      

       

      
        	
              	(a)	
                Whether
                  or not a Receiver is appointed under clause 9.1,
                  the Security Trustee may, on or after the occurrence of an Event
                  of
                  Default and without giving notice to any person, exercise any Power
                  of the
                  Receiver in addition to any Power of the Security
                  Trustee.

              


      

       

      
        
          
          

        

        
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              	(b)	
                The
                  exercise of any Power by the Security Trustee, Receiver or Attorney
                  does
                  not cause or deem the Security Trustee, Receiver or
                  Attorney:

              


      

       

      
        	
              	(1)	
                to
                  be a mortgagee in possession;

              


      

       

      
        	
              	(2)	
                to
                  account as mortgagee in possession;
                  or

              


      

       

      
        	
              	(3)	
                to
                  be answerable for any act or omission for which a mortgagee in
                  possession
                  is liable.

              


      

       

      
        	
              	9.7	
                Notice
                  of exercise of rights

              


      

       

      The
        Security Trustee, Receiver or Attorney is not required: 

       

      
        	
              	(a)	
                to
                  give notice of the Charge to any debtor or creditor of the Issuing
                  Trustee
                  or to any other person;

              


      

       

      
        	
              	(b)	
                to
                  enforce payment of any money payable to the Issuing Trustee including,
                  but
                  not limited to, any of the debts or monetary liabilities charged
                  by this
                  Deed; or

              


      

       

      
        	
              	(c)	
                to
                  obtain the consent of the Issuing Trustee to any exercise of a
                  Power.

              


      

       

      
        	
              	9.8	
                Termination
                  of receivership and
                  possession

              


      

       

      The
        Security Trustee may, at any time, terminate the appointment of a Receiver
        and
        may, at any time, give up possession of the Charged Property.

       

        
          

        

      

      
        	10	 	
                Security
                  Trustee’s Powers

              


      

       

      
        	
              	10.1	
                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 any other Encumbrancee of the Charged Property or part thereof
        or by
        any receiver appointed by such other Encumbrancee and may enter into and
        give
        effect to such agreements and arrangements with such other Encumbrancee or
        receiver as the Security Trustee or Receiver thinks fit.

       

      
        	
              	10.2	
                Appointment
                  of Attorney

              


      

       

      In
        consideration of the Security Trustee entering into the Secured Documents,
        the
        Issuing Trustee irrevocably appoints each Receiver and each of the directors,
        secretaries and managers for the time being of the Security Trustee severally
        its attorney for the purposes set out in clause 10.3.

       

      
        
          
          

        

        
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              	10.3	
                Purposes
                  of appointment

              


      

       

      The
        Attorney may, in its name or in the name of the Issuing Trustee, Security
        Trustee or Receiver, at any time after the occurrence of an Event of Default
        do
        any of the following: 

       

      
        	
              	(a)	
                do
                  any thing which ought to be done by the Issuing Trustee under this
                  Deed;

              


      

       

      
        	
              	(b)	
                exercise
                  any right, power, authority, discretion or remedy of the Issuing
                  Trustee
                  under:

              


      

       

      
        	
              	(1)	
                this
                  Deed;

              


      

       

      
        	
              	(2)	
                any
                  other Secured Document; or

              


      

       

      
        	
              	(3)	
                any
                  agreement forming part of the Charged
                  Property;

              


      

       

      
        	
              	(c)	
                do
                  any thing which in the opinion of the Security Trustee, Receiver
                  or
                  Attorney is necessary or expedient for securing or perfecting the
                  Charge;

              


      

       

      
        	
              	(d)	
                execute
                  in favour of the Security Trustee any legal mortgage, transfer,
                  assignment
                  and any other assurance of any of the Charged
                  Property;

              


      

       

      
        	
              	(e)	
                execute
                  Deeds of assignment, composition or release in connection with
                  the Charged
                  Property;

              


      

       

      
        	
              	(f)	
                sell
                  or otherwise part with the possession of any of the Charged Property;
                  and

              


      

       

      
        	
              	(g)	
                generally,
                  do any other thing, whether or not of the same kind as those set
                  out in
                  clause 10.3 (a)
                  to (f),
                  which in the opinion of the Security Trustee, Receiver or Attorney
                  is
                  necessary or expedient: 

              


      

       

      
        	
              	(1)	
                to
                  more satisfactorily secure to the Security Trustee the payment
                  of the
                  Secured Moneys; or

              


      

       

      
        	
              	(2)	
                in
                  relation to any of the Charged
                  Property.

              


      

       

      
        	
              	10.4	
                Delegation
                  and substitution

              


      

       

      The
        Attorney may, at any time, for any of the purposes in clause 10.3,
        appoint or remove any substitute or delegate or sub-attorney.

       

      
        	
              	10.5	
                Security
                  Trustee may make good
                  default

              


      

       

      If
        the Issuing Trustee defaults in duly performing observing and fulfilling
        any
        covenant on the part of the Issuing Trustee herein contained or implied it
        shall
        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 shall form part of the Secured Moneys.

       

      
        
          
          

        

        
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        	11	 	
                Protection
                  of Persons Dealing with Security Trustee or
                  Receiver

              


      

       

      
        	
              	11.1	
                No
                  Enquiry

              


      

       

      No
        purchaser or other person dealing with the Security Trustee, the Receiver
        or any
        attorney appointed hereunder or to whom is tendered for registration an
        instrument executed by the Security Trustee, the Receiver or any attorney
        appointed hereunder, shall 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 as to 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 shall as regards the protection and title of the lessee,
        purchaser or such other person be deemed to be authorised by the aforesaid
        powers and shall be valid and effectual accordingly.

       

      
        	
              	11.2	
                Receipts

              


      

       

      The
        receipt of the Security Trustee, the Receiver or any attorney appointed
        hereunder 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 shall as to the moneys or assets paid
        or
        handed over effectually discharge the person, other than the Issuing Trustee,
        paying or handing over the same 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).

       

        
          

        

      

      
        	12	 	
                Application
                  of Moneys

              


      

       

      
        	
              	12.1	
                Priority
                  of Payments

              


      

       

      All
        moneys received by the Security Trustee or by the Receiver as a result of
        the
        exercise of the powers conferred by this Deed in relation to the Charged
        Property pursuant to the provisions of this Deed shall, subject to this Deed,
        be
        applied as follows:

       

      
        	
              	(a)	
                Firstly:
                  in payment of all amounts which, to the extent required by law,
                  have
                  priority over the payments specified in the balance of this clause
                  12.1;

              


      

       

      
        	
              	(b)	
                Secondly:
                  in payment (pari passu and rateably)
                  of:

              


      

       

      
        	
              	(1)	
                any
                  fees and any other expenses, liabilities, losses, costs, claims,
                  actions,
                  proceedings, damages, demands, charges, stamp and other duties
                  and Taxes
                  due to the Issuing Trustee, the Security Trustee or the Note
                  Trustee;

              


      

       

      
        
          
          

        

        
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              	(2)   
                	
                any
                  fees and any other expenses, liabilities, losses, costs, claims,
                  actions,
                  proceedings, damages, demands, charges, stamp and other duties
                  and Taxes
                  due to the Principal Paying Agent, the Calculation Agent, the Note
                  Registrar, the other Paying Agents or the Class A3 Irish Paying
                  Agent; and 

              


      

       

      
        	
              	(3)   
                	
                the
                  Receivers remuneration;

              


      

       

      
        	
              	(c)	
                Thirdly:
                  in payment of all costs, charges, expenses and disbursements incurred
                  in
                  or incidental to the exercise or performance or attempted exercise
                  or
                  performance of any Powers of the Receiver, the Security Trustee,
                  an
                  Attorney or the Note Trustee in relation to the Securitisation
                  Fund and
                  the Charged Property;

              


      

       

      
        	
              	(d)	
                Fourthly:
                  subject to this clause 12.1,
                  in payment of such other Expenses in relation to the Securitisation
                  Fund
                  or the Charged Property as the Receiver or the Security Trustee
                  shall
                  think fit to pay;

              


      

       

      
        	
              	(e)	
                Fifthly:
                  in payment of other Encumbrances over the Charged Property of which
                  the
                  Security Trustee is aware having priority to the Charge (including
                  the
                  Prior Interest), in the order of their priority and the Security
                  Trustee
                  and the Receiver shall be entitled to rely upon a certificate from
                  the
                  prior Encumbrancee as to the amount so secured and shall 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
                  Encumbrance;

              


      

       

      
        	
              	(f)	
                Sixthly:
                  in payment of (pari passu and
                  rateably):

              


      

       

      
        	
              	(1)	
                all
                  Secured Moneys owing to the Enhancement
                  Providers;

              


      

       

      
        	
              	(2)	
                all
                  Secured Moneys owing (as at the date of payment)
                  to:

              


      

       

      
        	
              	(A)	
                each
                  Class A Offered Noteholder of a Class A1 Note as calculated and
                  expressed in the A$ Equivalent in the manner set out in clause
                  12.16(a);
                  and

              


      

       

      
        	
              	(B)	
                each
                  Class A Offered Noteholder of a Class A2 Note as calculated and
                  expressed in the A$ Equivalent in the manner set out in clause
                  12.16(b);

              


      

       

      
        	
              	(3)	
                all
                  Secured Moneys owing to each Class A3 Noteholder (as at the date of
                  payment);

              


      

       

      
        	
              	(4)	
                all
                  Secured Moneys owing to:

              


      

       

      
        	
              	(A)	
                each
                  US Currency Swap Provider as calculated and expressed in the A$
                  Equivalent
                  in the manner set out in clause 12.16(c);

              


      

       

      
        	
              	(B)	
                each
                  Euro Currency Swap Provider as calculated and expressed in the
                  A$
                  Equivalent in the manner set out in clause 12.16(d);
                  and

              


      

       

      
        	
              	(5)	
                all
                  Secured Moneys owing to each Interest Hedge
                  Provider;

              


      

       

      
        
          
          

        

        
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              	(6)	
                all
                  Secured Moneys owing to the Redraw Facility
                  Provider;

              


      

       

      
        	
              	(7)	
                all
                  Secured Moneys owing to the Top-up Funding Facility
                  Provider;

              


      

       

      
        	
              	(8)	
                all
                  fees and other amounts owing to the Manager under the Master Trust
                  Deed;

              


      

       

      
        	
              	(g)	
                Seventhly:
                  in payment of all Secured Moneys owing to the Class B Noteholders
                  (as at
                  the date of payment);

              


      

       

      
        	
              	(h)	
                Eighthly:
                  pari passu and rateably in payment or towards satisfaction of all
                  amounts
                  not covered above owing to any Secured Creditor under any Secured
                  Document;

              


      

       

      
        	
              	(i)	
                Ninthly:
                  in payment of subsequent Encumbrances over the Charged Property
                  of which
                  the Security Trustee is aware, in the order of their priority and
                  the
                  Security Trustee and the Receiver shall be entitled to rely upon
                  a
                  certificate from any subsequent Encumbrancee as to the amount so
                  secured
                  and shall 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 the subsequent Encumbrance; and

              


      

       

      
        	
              	(j)	
                Tenthly:
                  the surplus (if any) shall be paid to the Issuing Trustee to be
                  distributed in accordance with the terms of the Master Trust Deed,
                  but
                  shall not carry interest as against the Security
                  Trustee.

              


      

       

      
        	
              	12.2	
                Moneys
                  Received

              


      

       

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

       

      
        	
              	12.3	
                Satisfaction
                  of debts

              


      

       

      Each
        Secured Creditor shall accept the distribution of moneys under this clause
        in
        full and final satisfaction of all Secured Moneys.

       

      
        	
              	12.4	
                Investment
                  of Funds

              


      

       

      If
        the amount of the moneys at any time available for payment in respect of
        the
        Secured Documents in relation to the Securitisation Fund under clause
12.1
        shall be less than the total amount then due in respect of the Secured Documents
        in relation to the Securitisation Fund, the Security Trustee may, at its
        discretion, invest such moneys upon some or one of the investments authorised
        under clause 12.5
        with power from time to time similarly to vary such investments. Such
        investments with the resulting income therefrom shall be accumulated until
        the
        accumulations, together with any other funds for the time being under the
        control of the Security Trustee and available for such payment, shall amount
        to
        at least the total amount then due in respect of the Secured Documents in
        relation to the Securitisation Fund and then such accumulations and funds
        (after
        deduction of any Taxes applicable thereto) shall be applied as specified
        in
        clause 12.1.

       

      
        
          
          

        

        
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              	12.5	
                Powers
                  to Invest

              


      

       

      Any
        moneys received in or towards satisfaction of the Secured Moneys pending
        application pursuant to the provisions of this Deed, or surplus moneys which
        under this Deed ought to or may be invested by the Security Trustee, may
        be
        invested in the name or under the control of the Security Trustee in any
        Authorised Investments which may be selected by the Security Trustee and
        the
        Security Trustee may at any time vary or transpose any such investments for
        or
        into other such investments and shall not be responsible for any loss occasioned
        thereby, whether by depreciation in value or otherwise.

       

      
        	
              	12.6	
                Limit
                  of Security Trustee's
                  Liability

              


      

       

      Notwithstanding
        anything to the contrary contained in this Deed (and subject only to clause
        14)
        the Security Trustee shall be under no obligation to account to any Interested
        Person for any moneys received pursuant to the trusts of this Deed other
        than
        those received by the Security Trustee from the Issuing Trustee or received
        or
        recovered by the Security Trustee or the Receiver hereunder, subject always
        to
        such deductions and withholdings by the Security Trustee or the Receiver
        as are
        authorised by this Deed.

       

      
        	
              	12.7	
                Amounts
                  contingently due

              


      

       

      
        	
              	(a)	
                If
                  at the time of a distribution of any money under clause 12.1
                  any part of the Secured Moneys is contingently owing to any Secured
                  Creditor, the Security Trustee, Receiver or Attorney may retain
                  an amount
                  equal to the amount contingently owing or any part of
                  it.

              


      

       

      
        	
              	(b)	
                If
                  the Security Trustee, Receiver or Attorney retains any amount under
                  clause
                  12.7(a)
                  it must place that amount on short-term interest bearing deposit
                  which is
                  an Authorised Investment until the amount contingently owing becomes
                  actually due and payable or otherwise ceases to be contingently
                  owing at
                  which time the Security Trustee, Receiver or Attorney must:
                  

              


      

       

      
        	
              	(1)	
                pay
                  to the Secured Creditor the amount which has become actually due
                  to it;
                  and

              


      

       

      
        	
              	(2)	
                apply
                  the balance of the amount retained, together with any interest
                  on the
                  amount contingently owing, in accordance with clause 12.1.

              


      

       

      
        	
              	12.8	
                Notice
                  of a subsequent
                  Encumbrance

              


      

       

      
        	
              	(a)	
                If
                  the Security Trustee receives actual or constructive notice of
                  a
                  subsequent Encumbrance, the Security
                  Trustee:

              


      

       

      
        	
              	(1)	
                may
                  open a new account in the name of the Issuing Trustee in its books;
                  or

              


      

       

      
        	
              	(2)	
                is
                  regarded as having opened a new account in the name of the Issuing
                  Trustee
                  in its books,

              


      

       

      on
        the date it received or was regarded as having received notice of the subsequent
        Encumbrance.

       

      
        
          
          

        

        
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              	(b)	
                From
                  the date on which that new account is opened or regarded as
                  opened:

              


      

       

      
        	
              	(1)	
                all
                  payments made by the Issuing Trustee to the Security Trustee;
                  and

              


      

       

      
        	
              	(2)	
                all
                  financial accommodation and advances by the Security Trustee to
                  the
                  Issuing Trustee,

              


      

       

      are
        or are regarded as credited and debited, as the case may be, to the new
        account.

       

      
        	
              	(c)	
                The
                  payments by the Issuing Trustee under clause 12.8(b)
                  must be applied:

              


      

       

      
        	
              	(1)	
                first,
                  in reduction of the debit balance, if any, in the new account;
                  and

              


      

       

      
        	
              	(2)	
                second,
                  if there is no debit balance in the new account, in reduction of
                  the
                  Secured Moneys which have not been debited or regarded as debited
                  to the
                  new account.

              


      

       

      
        	
              	12.9	
                Payments
                  into Euro Account

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee must direct the Euro Currency Swap Provider to
                  pay all
                  amounts denominated in Euro payable to the Issuing Trustee by the
                  Euro
                  Currency Swap Provider under the Euro Currency Swap into the Euro
                  Account
                  or to the Principal Paying Agent.

              


      

       

      
        	
              	(b)	
                If
                  the Issuing Trustee receives any amount denominated in Euro from
                  the Euro
                  Currency Swap Provider under the Euro Currency Swap it will promptly
                  pay
                  that amount to the credit of the Euro Account or to the Principal
                  Paying
                  Agent.

              


      

       

      
        	
              	12.10	
                Payments
                  out of Euro Account

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee must, or must require that the Paying Agents on
                  its
                  behalf, pay all amounts credited to the Euro Account as follows
                  and in
                  accordance with the Notes Supplementary Bond Terms Notice for the
                  Securitisation Fund and the Note Trust
                  Deed.

              


      

       

      
        	
              	(b)	
                All
                  amounts credited to the Euro Account by the Euro Currency Swap
                  Provider in
                  relation to a payment by the Issuing Trustee under clause 12.1(f)(2),
                  will be applied pari passu to pay all Secured Moneys owing to
                  Class A2 Noteholders.

              


      

       

       

      
        	
              	12.11	
                Payments
                  into US$ Account

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee must direct the US Currency Swap Provider to pay
                  all
                  amounts denominated in US$ payable to the Issuing Trustee by the
                  US
                  Currency Swap Provider under the US Currency Swap into the US$
                  Account or
                  to the Principal Paying Agent. 

              


      

       

      
        	
              	(b)	
                If
                  the Issuing Trustee receives any amount denominated in US$ from
                  the US
                  Currency Swap Provider under the US Currency Swap it will promptly
                  pay
                  that amount to the credit of the US$ Account or to the Principal
                  Paying
                  Agent.

              


      

       

      
        
          
          

        

        
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              	12.12	
                Payments
                  out of US$ Account

              


      

       

      
        	
              	(a)	
                The
                  Issuing Trustee must, or must require that the Paying Agents on
                  its
                  behalf, pay all amounts credited to the US$ Account as follows
                  and in
                  accordance with the Notes Supplementary Bond Terms Notice for the
                  Securitisation Fund and the Note Trust
                  Deed.

              


      

       

      
        	
              	(b)	
                All
                  amounts credited to the US$ Account by the US Currency Swap Provider
                  in
                  relation to a payment by the Issuing Trustee under clause 12.1(f)(2),
                  will be applied pari passu to pay all Secured Moneys owing to
                  Class A1 Noteholders.

              


      

       

      
        	
              	12.13	
                Excluded
                  amounts

              


      

       

      
        The
          following
          amounts shall not be treated as assets of the Trust available for distribution
          under clause 12.1:
          

      

       

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

              


      

       

      
        	
              	(b)	
                the
                  proceeds of cash collateral lodged by the provider of a Currency
                  Swap
                  which are payable to that person under that Currency Swap;
                  and

              


      

       

      
        	
              	(c)	
                the
                  proceeds of any other cash collateral lodged by an Enhancement
                  Provider under
                  an Enhancement which are payable to the Enhancement
                  Provider.

              


      

       

      This
        clause 12.13
        shall not apply to the extent that the relevant moneys are applied in accordance
        with the relevant document to satisfy any obligation owed to the Issuing
        Trustee
        by the relevant Interest Hedge Provider, Currency Swap Provider or Enhancement
        Provider.

       

      
        	
              	12.14	
                Proportionate
                  Sharing

              


      

       

      
        	
              	(a)	
                Whenever
                  any Secured Creditor receives or recovers any money in respect
                  of any sum
                  due from the Issuing Trustee under a Secured Document in any way
                  (including without limitation by set-off) except those referred
                  to in
                  clause 12.13
                  or through distribution by the Security Trustee under this Deed
                  (the
                  Received
                  Moneys)
                  after the Charge has been enforced:

              


      

       

      
        	
              	(1)	
                the
                  Secured Creditor must immediately notify the Security Trustee;
                  

              


      

       

      
        	
              	(2)	
                the
                  Secured Creditor must immediately pay that money to the Security
                  Trustee
                  (unless the Security Trustee directs otherwise). As between each
                  Class A
                  Noteholder, such payments (if any) are to be made pari passu and
                  rateably; 

              


      

       

      
        	
              	(3)	
                the
                  Security Trustee must treat the payment as if it were a payment
                  by the
                  Issuing Trustee on account of all sums then payable to the Secured
                  Creditors; and

              


      

      

        
          	 	
                  (4)

                	
                  (A)

                	
                  the
                    payment or recovery will be taken to have been a payment for
                    the account
                    of the Security Trustee and not to the Secured Creditor for its
                    own
                    account, and to that extent the liability of the Issuing Trustee
                    to the
                    Secured Creditor will not be reduced by the recovery or payment,
                    other
                    than to the extent of any distribution received by the Secured
                    Creditor
                    under paragraph 12.14(a)(3);
                    and

                


        

         

      

      
        
          
          

        

        
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                  (B)

                	
                  (without
                    limiting sub-paragraph 12.14(a)(4)(A))
                    immediately on the Secured Creditor making or becoming liable
                    to make a
                    payment under paragraph 12.14(a)(2),
                    the Issuing Trustee shall indemnify the Secured Creditor against
                    the
                    payment to the extent that (despite sub-paragraph 12.14(a)(4)(A))
                    its liability has been discharged by the recovery or
                    payment.

                


        

         

      

      
        	
              	(b)	
                If
                  a Secured Creditor receives or recovers any Received Moneys, and
                  does not
                  pay that amount to the Security Trustee under clause 12.14(a),
                  the Security Trustee may retain out of amounts which would otherwise
                  be
                  payable to the Secured Creditor under this Deed any amounts which
                  the
                  Security Trustee considers necessary to put all Secured Creditors
                  in the
                  same position as if that Secured Creditor had complied with, or
                  been
                  required to comply with, clause 12.14(a)
                  and the Security Trustee's obligation to apply monies to such Secured
                  Creditor shall be discharged to the extent of such
                  retention.

              


      

       

      
        	
              	12.15	
                Currency
                  Indemnity

              


      

       

      The
        Issuing Trustee shall indemnify each Secured Creditor against any deficiency
        which arises whenever, for any reason (including as a result of a judgement,
        order or Insolvency Event):

       

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

              


      

       

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

              


      

       

      
        	
              	12.16	
                Currency
                  conversion

              


      

       

      
        	
              	(a)	
                For
                  the purposes of determining the pro rata entitlements of Class A1
                  Noteholders for amounts available for distribution under clause
                  12.1
                  (but without limiting the amounts actually available to be converted
                  to
                  the relevant currency at any time, or to be applied towards paying
                  Class A1 Noteholders under clause 12.1),
                  the A$ Equivalent of the US$ denominated amount owed to the Class A1
                  Noteholders will be determined by the Manager and notified to the
                  Security
                  Trustee by reference to:

              


      

       

      
        	
              	(1)	
                if
                  the US Currency Swap is then in full force and effect, the A$ Exchange
                  Rate; or 

              


      

       

      
        	
              	(2)	
                if
                  the US Currency Swap is not then in full force and effect, the
                  spot rate
                  of exchange advised to the Security Trustee by the Manager which
                  is used
                  for calculation of amounts payable on the occurrence of an Early
                  Termination Date under the relevant US Currency Swap (as determined
                  under
                  that US Currency Swap).

              


      

       

      
        
          
          

        

        
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              	(b)	
                For
                  the purposes of determining the pro rata entitlements of Class A2
                  Noteholders for amounts available for distribution under clause
                  12.1
                  (but without limiting the amounts actually available to be converted
                  to
                  the relevant currency at any time, or to be applied towards paying
                  Class A2 Noteholders under clause 12.1,
                  the A$ Equivalent of the Euro denominated amount owed to the Class A2
                  Noteholders will be determined by the Manager and notified to the
                  Security
                  Trustee by reference to:

              


      

       

      
        	
              	(1)	
                if
                  the Euro Currency Swap is then in full force and effect, the A$
                  Exchange
                  Rate; or 

              


      

       

      
        	
              	(2)	
                if
                  the Euro Currency Swap is not then in full force and effect, the
                  spot rate
                  of exchange advised to the Security Trustee by the Manager which
                  is used
                  for calculation of amounts payable on the occurrence of an Early
                  Termination Date under the relevant Euro Currency Swap (as determined
                  under that Euro Currency Swap).

              


      

       

      
        	
              	(c)	
                For
                  the purposes of determining the pro rata entitlements of the US
                  Currency
                  Swap Provider for amounts available for distribution under clause
                  12.1
                  (but without limiting the amounts actually available to be converted
                  to
                  the relevant currency at any time, or to be applied towards paying
                  the US
                  Currency Swap Provider under clause 12.1),
                  the A$ Equivalent of the US$ denominated amounts owed to the US
                  Currency
                  Swap Provider will be determined by the Manager and notified to
                  the
                  Security Trustee by reference to:

              


      

       

      
        	
              	(1)	
                if
                  the US Currency Swap is then in full force and effect, the A$ Exchange
                  Rate; or 

              


      

       

      
        	
              	(2)	
                if
                  the US Currency Swap is not then in full force and effect, the
                  spot rate
                  of exchange advised to the Security Trustee by the Manager which
                  is used
                  for calculation of amounts payable on the occurrence of an Early
                  Termination Date under the relevant US Currency Swap (as determined
                  under
                  that US Currency Swap).

              


      

       

      
        	
              	(d)	
                For
                  the purposes of determining the pro rata entitlements of the Euro
                  Currency
                  Swap Provider for amounts available for distribution under clause
                  12.1
                  (but without limiting the amounts actually available to be converted
                  to
                  the relevant currency at any time, or to be applied towards paying
                  the
                  Euro Currency Swap Provider under clause 12.1),
                  the A$ Equivalent of the Euro denominated amounts owed to the Euro
                  Currency Swap Provider will be determined by the Manager and notified
                  to
                  the Security Trustee by reference
                  to:

              


      

       

      
        	
              	(1)	
                if
                  the Euro Currency Swap is then in full force and effect, the A$
                  Exchange
                  Rate; or 

              


      

       

      
        	
              	(2)	
                if
                  the Euro Currency Swap is not then in full force and effect, the
                  spot rate
                  of exchange advised to the Security Trustee by the Manager which
                  is used
                  for calculation of amounts payable on the occurrence of an Early
                  Termination Date under the relevant Euro Currency Swap (as determined
                  under that Euro Currency Swap).

              


      

       

      
        	
              	(e)	
                Any
                  amount to be paid to a Class of Noteholders or a Currency Swap
                  Provider
                  must be made in A$, US$ or Euro as applicable (and where relevant
                  based on
                  the respective entitlements calculated under clause 12.16(a)
                  to12.16(d)
                  as applicable). All amounts held in A$ must, to the extent required
                  to be
                  converted to the relevant currency after the relevant Currency
                  Swap has
                  terminated, be converted to the relevant currency at the available
                  spot
                  rate of exchange for acquiring that currency in the spot foreign
                  exchange
                  market as at the time of conversion, provided that if, following
                  that
                  conversion and based on their respective entitlements, any Class
                  of
                  Noteholders or Currency Swap Provider would be entitled to an amount
                  greater than their Secured Moneys as at the relevant date of payment,
                  the
                  excess is to be applied (in the applicable currency) towards payment
                  of
                  the Secured Moneys of Secured Creditors who rank equally within
                  that Class
                  of Noteholders or equally with that Currency Swap
                  Provider.

              


      

       

      
        
          
          

        

        
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        	13	 	
                Remuneration
                  and Indemnification of Security
                  Trustee

              


      

       

      
        	
              	13.1	
                Fee

              


      

       

      
        	
              	(a)	
                Upon
                  and from the Charge becoming enforceable, the Security Trustee
                  shall be
                  entitled from the proceeds of the Charged Property by way of remuneration
                  for the Security Trustee's services hereunder to a fee being the
                  time
                  costs of the employees of the Security Trustee during that period
                  for the
                  time spent by such employees relating to the enforcement of the
                  Charge,
                  and any matters incidental thereto, costed at the rate then usually
                  charged by the Security Trustee for the services of such employees
                  to
                  external parties of the Security
                  Trustee.

              


      

       

      
        	
              	(b)	
                The
                  Security Trustee's fee under sub-clause (a)
                  shall be payable in arrears for a given period on the same dates
                  as the
                  Issuing Trustee's fee under the Master Trust Deed for the Securitisation
                  Fund.

              


      

       

      
        	
              	13.2	
                Cessation
                  of Fee

              


      

       

      The
        Security Trustee shall not be entitled to remuneration pursuant to clause
        13.1
        in respect of any period after the Charge Release Date.

       

      
        	
              	13.3	
                Expenses

              


      

       

      The
        Issuing Trustee shall from the assets of the Fund pay or discharge all costs,
        charges, liabilities and expenses reasonably incurred by the Security Trustee
        in
        relation to the preparation and execution of this Deed including, but not
        limited to reasonable legal expenses and any stamp and other Taxes or duties
        paid by the Security Trustee in connection with the preparation and execution
        of
        this Deed.

       

      
        	
              	13.4	
                Costs

              


      

       

      All
        costs, charges and expenses incurred and payments made by the Security Trustee
        in the lawful exercise of its Powers are payable or reimbursable by the Issuing
        Trustee within fourteen days following demand by the Security
        Trustee.

       

      
        
          
          

        

        
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              	13.5	
                Indemnity

              


      

       

      Subject
        to clause 26,
        the Issuing Trustee shall indemnify the Security Trustee and every or any
        Receiver, Attorney, or other person appointed under this Deed in respect
        of all
        liabilities and reasonable expenses (including Taxes) properly incurred by
        it or
        by any person appointed by it or to whom any duties, powers, trusts, authorities
        or discretions may be delegated by it in the execution or purported execution
        of
        any duties, powers, trusts, authorities or discretions vested in it hereby
        and
        against all liabilities, actions, proceedings, costs, claims and demands
        in
        respect of any matter or thing properly done or omitted in any way relating
        hereto. Failing due payment in accordance with the preceding provision of
        this
        clause, 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 the amount of any such liabilities and expenses, and also any remuneration
        outstanding to the Security Trustee under this clause 13.

       

      
        	
              	13.6	
                Non-Discharge

              


      

       

      Unless
        otherwise specifically stated in any discharge of the trusts of this Deed
        the
        provisions of this clause 13
        shall continue in full force and effect despite such discharge.

       

        
          

        

      

      
        	14	 	
                Supplemental
                  Security Trustee
                  Provisions

              


      

       

      
        	
              	14.1	
                Additional
                  Powers, Protections, etc.

              


      

       

      By
        way of supplement to any Statute regulating the conduct of the trusts contained
        in this Deed and in addition to the powers and rights which may from time
        to
        time be vested in the Security Trustee by the general law it is expressly
        declared as follows:

       

      
        	
              	(a)	
                (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 and shall not be responsible
                  to
                  any Interested Person for any loss occasioned by so acting so long
                  as the
                  Security Trustee has exercised good faith in respect of the appointment.
                  Any such opinion, advice or information may be sent or obtained
                  by letter
                  or facsimile transmission and the Security Trustee shall 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 shall
                  contain some error which is not a manifest error or shall not be
                  authentic.

              


      

       

      
        	
              	(b)	
                (No
                  Enquiry):
                  The Security Trustee shall not be bound to give notice to any person
                  of
                  the execution hereof or to take any steps to ascertain whether
                  any Event
                  of Default has happened and, until it shall have actual knowledge
                  or shall
                  have express notice to the contrary, the Security Trustee shall
                  be
                  entitled to assume that no such Event of Default has happened and
                  that the
                  Issuing Trustee is performing all its obligations under this Deed
                  and
                  under the Secured Documents, and that all other persons are performing
                  all
                  of the obligations imposed on them under the Transaction
                  Documents.

              


      

       

      
        
          
          

        

        
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              	(c)	
                (Acts
                  Pursuant to Resolutions):
                  The Security Trustee shall not be responsible for having acted
                  in good
                  faith upon any resolution purporting to have been passed at any
                  meeting of
                  the Secured Creditors in respect whereof 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.

              


      

       

      
        	
              	(d)	
                (Directors'
                  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 Issuing 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 hereunder, 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 shall not be bound to call
                  for
                  further evidence and shall not be responsible for any loss that
                  may be
                  occasioned by acting on any such
                  certificate.

              


      

       

      
        	
              	(e)	
                (Custody
                  of Documents):
                  The Security Trustee may hold or deposit this Deed and any deed
                  or
                  documents relating hereto or to the Secured 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 shall
                  not be
                  responsible for any loss incurred in connection with any such holding
                  or
                  deposit and may pay all sums to be paid on account of or in respect
                  of any
                  such deposit.

              


      

       

      
        	
              	(f)	
                (Discretion):
                  The Security Trustee shall, as regards all the powers, trusts,
                  authorities
                  and discretions vested in it hereby, have absolute and uncontrolled
                  discretion as to the exercise thereof and shall, subject to clause
                  14.4,
                  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
                  thereof.

              


      

       

      
        	
              	(g)	
                (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). Any such agent being a lawyer, banker,
                  broker or
                  other person engaged in any profession or business shall be entitled
                  to
                  charge and be paid all usual professional and other charges for
                  business
                  transacted and acts done by him or any partner of his or by his
                  firm in
                  connection with the trusts hereof and also his reasonable charges
                  in
                  addition to disbursements for all other work and business done
                  and all
                  time spent by him or his partners or firm on matters arising in
                  connection
                  herewith 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.

              


      

       

      
        
          
          

        

        
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              	(h)	
                (Delegation):
                  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 (including, without limitation, a Related
                  Body
                  Corporate) all or any of the duties, powers, trusts, authorities
                  and
                  discretions vested in the Security Trustee by this Deed. 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) as the Security Trustee
                  may
                  think fit. Except for its own fraud, negligence or wilful default,
                  the
                  Security Trustee is not liable for any loss incurred as a result
                  of any
                  fraud, neglect, default or breach of duty by any of its attorneys,
                  agents
                  or delegates provided that the Security Trustee exercised reasonable
                  care
                  in choosing each such person and such appointment was made in good
                  faith,
                  except where such attorney, agent or delegate is a Related Body
                  Corporate
                  of the Security Trustee or the Security Trustee expressly directed
                  the
                  relevant attorney, agent or delegate to take or not to take (as
                  applicable) the relevant action (in which case the Security Trustee
                  is
                  liable for the action or inaction of such
                  person).

              


      

       

      
        	
              	(i)	
                (Disclosure):
                  Subject to this Deed, the Security Trustee may disclose to any
                  Secured
                  Creditor any confidential, financial or other information made
                  available
                  to the Security Trustee by the Issuing Trustee, the Manager, any
                  other
                  Interested Person or any other person in connection with this
                  Deed.

              


      

       

      
        	
              	(j)	
                (Determination):
                  The Security Trustee, as between itself and the Secured Creditors,
                  shall
                  have full power to determine 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, shall be conclusive and
                  shall bind
                  the Security Trustee and the Secured
                  Creditors.

              


      

       

      
        	 	14.2	
                Security
                  Trustee Not Precluded From Entering into
                  Contracts

              


      

       

      The
        Security Trustee, any Related Body Corporate of the Security Trustee and
        any
        director or officer of the Security Trustee or of any Related Body Corporate
        of
        the Security Trustee shall not be precluded from subscribing for some or
        all of
        the Notes with or without a commission or other remuneration or from purchasing
        or otherwise acquiring, holding, dealing in or disposing of Notes, at any
        time
        from contracting or entering into any financial or other transactions with
        the
        Issuing Trustee, the Manager or any Related Body Corporate thereof or from
        being
        interested in any contract or transaction or from accepting and holding the
        office of trustee for the holders of any securities or interests of the Issuing
        Trustee, the Manager or any Related Body Corporate thereof and shall not
        be
        liable to account to any Interested Person for any profit made by it or him
        thereby or in connection therewith, provided that the Security Trustee, any
        Related Body Corporate of the Security Trustee and any director or officer
        of
        the Security Trustee or any Related Body Corporate of the Security Trustee
        shall, in connection with the above mentioned, act in utmost good faith in
        relation to the Interested Person.

       

      
        
          
          

        

        
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              	14.3	
                Duties
                  of the Security Trustee

              


      

       

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

       

      
        	
              	14.4	
                Security
                  Trustee Liable for Negligence
                  etc.

              


      

       

      Subject
        to clause 14.5,
        nothing in this Deed shall, in any case where the Security Trustee has failed
        to
        comply with the terms of this Deed, or to show the degree of skill, 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) relieve or indemnify the Security Trustee from
        or
        against any liability which would otherwise attach to it in respect of any
        fraud, negligence or wilful default.

       

      
        	
              	14.5	
                Reliance
                  on Experts

              


      

       

      The
        Security Trustee may act upon the opinion or statement or certificate or
        advice
        of or information obtained from any barrister, solicitor, banker, accountant,
        broker, valuer or other person believed by it in good faith to be expert
        or
        properly informed in relation to the matters upon which they are consulted
        and
        the Security Trustee shall not be liable for anything done or suffered by
        it in
        good faith in reliance upon such opinion, statement, certificate, advice
        or
        information so long as the Security Trustee has exercised good faith in respect
        of the appointment.

       

      
        	
              	14.6	
                Information

              


      

       

      The
        Issuing Trustee and the Manager authorises:

       

      
        	
              	(a)	
                the
                  Security Trustee to provide any Secured
                  Creditor;

              


      

       

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

              


      

       

      
        	
              	(c)	
                the
                  Class A3 Irish Paying Agent to provide any Class A3
                  Noteholder,

              


      

       

      with
        any information concerning the Securitisation Fund and Notes which may come
        into
        the possession of the Security Trustee, the Note Trustee, any Paying Agent
        or
        the Class A3 Irish Paying Agent (as the case may be). Save for the
        information which is required by any Transaction Document to be provided
        by it
        to the respective persons referred to in paragraph 14.6(a)
        or 14.6(b)
        (as the case may be), none of the Security Trustee, Note Trustee, Paying
        Agents
        or the Class A3 Irish Paying Agent need otherwise provide any other person
        with such information.

       

        
          

        

      

      
        	15	 	
                Retirement
                  and Removal of Security
                  Trustee

              


      

       

      
        	
              	15.1	
                Retirement

              


      

       

      The
        Security Trustee may retire at any time upon giving not less than three months'
        notice (or such shorter period as the Manager may agree) in writing to the
        Issuing Trustee, the Note Trustee, each Designated Rating Agency and the
        Manager
        without assigning any reason. The retiring Security Trustee will be responsible
        for any costs incurred as a result of a voluntary retirement.

       

      
        
          
          

        

        
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              	15.2	
                Removal

              


      

       

      The
        Security Trustee may be removed:

       

      
        	
              	(a)	
                by
                  the Manager after prior notice to each Designated Rating Agency
                  if any of
                  the following occurs in relation to the Security Trustee in its
                  personal
                  capacity:

              


      

       

      
        	
              	(1)	
                the
                  commencement of the winding up of the Security
                  Trustee;

              


      

       

      
        	
              	(2)	
                the
                  appointment of a receiver or administrator or analogous person
                  in respect
                  of the whole or part of the undertaking of the Security
                  Trustee;

              


      

       

      
        	
              	(3)	
                the
                  cessation by the Security Trustee of its
                  business;

              


      

       

      
        	
              	(4)	
                a
                  compromise or arrangement by the Security Trustee with its
                  creditors;

              


      

       

      
        	
              	(5)	
                failure
                  of the Security Trustee to remedy within fourteen days after written
                  notice by the Manager any material breach of duty on the part of
                  the
                  Security Trustee; or

              


      

       

      
        	
              	(6)	
                if
                  without the prior written consent of the Manager there
                  occurs:

              


      

       

      
        	
              	(A)	
                a
                  change in fifty-one per cent (or such other percentage the Manager
                  may in
                  its absolute discretion determine shall constitute a change in
                  the
                  effective control of the Security Trustee) of the shareholding
                  of the
                  Security Trustee existing at the date of this Deed (whether occurring
                  at
                  one time or through a series or succession of transfers or issues
                  of
                  shares);

              


      

       

      
        	
              	(B)	
                a
                  change in the effective management of the Security Trustee as existing
                  at
                  the date of this Deed such that the Security Trustee is no longer
                  able to
                  fulfil its duties and obligations in relation to the Charged Property;
                  or

              


      

       

      
        	
              	(C)	
                the
                  establishment by any means of any trust under which any third party
                  becomes a beneficial owner of any of the Security Trustee's rights
                  under
                  this Deed,

              


      

       

      
        and
          the
          determination of the Manager (acting bona fide and reasonably) that any
          of these
          matters has occurred shall be conclusive; and

      

       

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

              


      

       

      
        	
              	15.3	
                Appointment

              


      

       

      The
        power of appointing a new Security Trustee shall be vested in the Manager
        but no
        person shall be so appointed who shall not have previously been approved
        by an
        Extraordinary Resolution of the Voting Secured Creditors. Any appointment
        of a
        new Security Trustee shall as soon as practicable thereafter be notified
        by the
        Manager to the Secured Creditors.

       

      
        
          
          

        

        
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              	15.4	
                Retirement
                  or Removal Effective

              


      

       

      
        	
              	(a)	
                Subject
                  to clause 15.4(b)),
                  the retirement or removal of the Security Trustee shall not become
                  effective until a new Security Trustee is appointed and the Manager
                  has
                  received confirmation by the Designated Rating Agencies that such
                  appointment will not cause a downgrading, qualification or withdrawal
                  of
                  the then current ratings of the
                  Notes.

              


      

       

      
        	
              	(b)	
                If
                  the Security Trustee gives notice pursuant to clause 15.1
                  and no new Security Trustee have been appointed by the Manager
                  prior to
                  the expiry of this notice, the retirement of the Security Trustee
                  shall
                  become effective upon expiry of the notice given under clause 15.1
                  and the Manager shall act as an interim Security Trustee until
                  the new
                  Security Trustee has been appointed and the Manager has received
                  confirmation by the Designated Rating Agencies that such appointment
                  will
                  not cause a downgrading, qualification or withdrawal of the then
                  current
                  ratings of the Notes.

              


      

       

      
        	
              	15.5	
                Vesting
                  of Property in Security
                  Trustee

              


      

       

      The
        new Security Trustee shall forthwith upon appointment execute a deed in such
        form as the Manager may reasonably require whereby such new Security Trustee
        undertakes to the Secured Creditors jointly and severally to be bound by
        all the
        covenants and obligations on the part of the outgoing Security Trustee under
        this Deed from the date of such appointment and from such date the outgoing
        Security Trustee will be absolved and released from all such covenants and
        obligations under this Deed in respect thereof (save in respect of any
        antecedent fraud, negligence or wilful default) and the new Security Trustee
        will and may thereafter exercise all the powers and enjoy all the rights
        and
        will be subject to all the duties and obligations of the Security Trustee
        under
        this Deed in respect thereof as fully as though the new Security Trustee
        had
        been originally named as a party to this Deed.

       

      
        	
              	15.6	
                Retention
                  of Lien

              


      

       

      Notwithstanding
        any release of the outgoing Security Trustee under this clause, the outgoing
        Security Trustee shall 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 whilst acting as Security Trustee, as
        if it
        were still the Security Trustee under this Deed.

       

        
          

        

      

      
        	16	
              	
                Meetings
                  of Secured Creditors

              


      

       

      
        	
              	16.1	
                Meetings
                  Regulated by the Schedule

              


      

       

      The
        provisions of the Schedule shall apply to all meetings of Secured Creditors
        and
        to the passing of resolutions thereat.

       

      
        
          
          

        

        
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              	16.2	
                Limitation
                  on Security Trustee's
                  Powers

              


      

       

      Save
        as provided for in this Deed, the Security Trustee shall not assent or give
        effect to any matter which a meeting of 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.

       

      
        	
              	16.3	
                Security
                  Trustee rights

              


      

       

      
        	
              	(a)	
                Despite
                  any other provision of this Deed, for so long as the Noteholder
                  Secured
                  Creditors are the only Voting Secured Creditors they may direct
                  the
                  Security Trustee to do any act or thing which the Security Trustee
                  is
                  required to do, or may only do, at the direction of an Extraordinary
                  Resolution of Voting Secured Creditors including those acts or
                  things
                  referred to in clause 12 of Schedule 1 and the Security Trustee
                  shall,
                  subject to this Deed, comply with such direction of the Noteholder
                  Secured
                  Creditors.

              


      

       

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

              


      

       

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

              


      

       

      
        	
              	(1)	
                if
                  the Noteholder Secured Creditors are not the only Voting Secured
                  Creditors; and

              


      

       

      
        	
              	(2)	
                if
                  Noteholder Secured Creditors direct the Security Trustee to enforce
                  the
                  Charge (including whether in the case of the Note Trustee as directed
                  to
                  do so by the Class A Offered Noteholders or as it determines on
                  behalf of
                  the Class A Offered Noteholders), 

              


      

       

      the
        Security Trustee shall enforce the Charge under clause 7.2
        as if directed to do so by an Extraordinary Resolution of Voting Secured
        Creditors and clause 16.3(a)
        shall apply as if the Noteholder Secured Creditors were the only Voting Secured
        Creditors. 

       

      
        	
              	(d)	
                The
                  Security Trustee shall not be liable to any Secured Creditor for
                  acting,
                  or not acting, on the directions of the Noteholder Secured Creditors
                  except where in so doing the Security Trustee engages in any fraud,
                  negligence or wilful default. 

              


      

       

      
        	
              	(e)	
                Any
                  reference to the Noteholder Secured Creditors
                  where:

              


      

       

      
        	
              	(1)	
                they
                  are the only Voting Secured Creditors;
                  or

              


      

       

      
        	
              	(2)	
                where
                  the consent of the Noteholder Secured Creditors is required under
                  this
                  Deed in relation to a discretion or act of the Security
                  Trustee,

              


      

       

      means
        so many of the Noteholder Secured Creditors who represent more than 50% of
        the
        aggregate of the Invested Amount of the Class A Notes and the Class B Notes
        each
        calculated and expressed in the A$ Equivalent.

       

      
        
          
          

        

        
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                17

              	
                 

              	
                Continuing
                  Security and Releases

              


      

       

      
        	
              	17.1	
                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
        (1924) 35
        CLR 157, no grant of full or partial satisfaction of or discharge from this
        Deed
        by the Security Trustee shall release the Issuing Trustee hereunder 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.

       

      
        	
              	17.2	
                Issuing
                  Trustee's Liability Not
                  Affected

              


      

       

      This
        Deed and the liability of the Issuing Trustee hereunder shall not be affected
        or
        discharged by any of the following:

       

      
        	
              	(a)	
                (Indulgence):
                  the granting to the Issuing 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 Issuing Trustee or any other
                  person.

              


      

       

       

      
        	
              	17.3	
                Waiver
                  by Issuing Trustee

              


      

       

      The
        Issuing Trustee hereby waives in favour of the Security Trustee:

       

      
        	
              	(a)	
                all
                  rights whatsoever against the Security Trustee and any other person
                  estate
                  or assets so far as necessary to give effect to anything in this
                  Deed;

              


      

       

      
        	
              	(b)	
                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 the provisions of this Deed including
                  any rights
                  as to contribution or subrogation which the Issuing Trustee might
                  otherwise be entitled to claim or
                  enforce.

              


      

       

      
        	
              	17.4	
                No
                  Notice or Enforcement

              


      

       

      It
        shall not be incumbent on the Security Trustee to give any notice of the
        Charge
        to any debtors of the Issuing Trustee or to any purchaser or any other person
        whomsoever or, subject to this Deed, to enforce payment of any moneys payable
        to
        the Issuing 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.

       

      
        
          
          

        

        
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              	17.5	
                No
                  Liability for Loss

              


      

       

      The
        Security Trustee shall not nor shall any Receiver be 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 actual
        fraud, negligence or wilful default.

       

      
        	
              	17.6	
                No
                  Liability to Account

              


      

       

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

       

      
        	
              	17.7	
                Indemnity
                  Regarding Exercise of
                  Powers

              


      

       

      Without
        prejudice to the right of indemnity given to trustees by law, each of the
        Security Trustee and the Receiver shall be entitled to be indemnified out
        of the
        Charged Property in respect of all costs expenses liabilities and losses
        incurred by it in the execution or purported execution of the provisions
        hereof
        or of any of the powers vested in it pursuant to this Deed, including
        liabilities and expenses consequent upon any mistake, oversight, error of
        judgment or want of prudence on the part of the Security Trustee or the Receiver
        and against all actions, proceedings, costs, claims and demands in respect
        of
        any matter or thing done or omitted in any way relating to the Charged Property
        unless any of the foregoing is due to actual fraud, negligence or wilful
        default
        of the Security Trustee and the Security Trustee may obtain and pay out of
        any
        moneys in its possession arising from the trusts or powers of this Deed all
        sums
        necessary to effect such indemnity.

       

      
        	
              	17.8	
                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 Issuing Trustee by the Security Trustee or such Receiver
        and:

       

      
        	
              	(a)	
                any
                  duty owed by the Security Trustee or Receiver to any other person;
                  or

              


      

       

      
        	
              	(b)	
                the
                  interests of the Security Trustee or
                  Receiver.

              


      

       

      
        	
              	17.9	
                Contract
                  Involving Conflict of Duty

              


      

       

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

       

      
        
          
          

        

        
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              	17.10	
                Benefit
                  for Receiver etc.

              


      

       

      The
        Security Trustee shall be deemed to have accepted the benefit of this
        clause 17
        as agent for the Receiver and any attorney, agent or other person appointed
        hereunder or by the Security Trustee who are not parties to this Deed and
        the
        Security Trustee shall hold the benefit of such provisions on trust for the
        benefit of those grantees.

       

        
          

        

      

      
        	18	 	
                Assurance

              


      

       

      
        	
              	18.1	
                Further
                  Assurance

              


      

       

      The
        Issuing Trustee shall procure that all persons having or claiming any estate
        or
        interest in the Charged Property or any part thereof shall from time to time
        and
        at all times hereafter upon the request of the Security Trustee and at the
        cost
        of the Issuing Trustee, make do and execute or cause to be made, done and
        executed all such acts, deeds and assurances whatsoever for more satisfactorily
        securing to the Security Trustee the payment of the Secured Moneys or for
        assuring or more satisfactorily assuring the Charged Property to the Security
        Trustee or as the Security Trustee may direct and in particular shall, whenever
        requested by the Security Trustee so to do, 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 shall require.

       

      
        	
              	18.2	
                Postponement
                  or Waiver of Encumbrances

              


      

       

      The
        Manager and the Issuing Trustee shall if required by the Security Trustee
        forthwith cause:

       

      
        	
              	(a)	
                any
                  Encumbrance (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 Issuing 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)	
                any
                  borrowing or other obligation secured by any such Encumbrance at
                  the
                  Security Trustee's option to be waived released paid or
                  performed.

              


      

       

        
          

        

      

      
        	19 	 	
                Payments

              


      

       

      
        
          	
                	19.1	
                  Moneys
                    Repayable as Agreed or on
                    Demand

                


        

      

       

      In
        the absence of any agreement to the contrary, the Secured Moneys shall following
        the occurrence of an Event of Default be payable by the Issuing Trustee to
        the
        Security Trustee in Dollars immediately upon demand by the Security
        Trustee.

      
         

        
          
            
            

          

          
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                	19.2	
                  
                    No
                      Set-Off or
                      Deduction

                  

                


        

      

       

      All
        payments by the Issuing Trustee of any moneys forming part of the Secured
        Moneys
        shall be free of any set-off or counterclaim and without deduction or
        withholding for any present or future Taxes unless the Issuing Trustee is
        compelled by law to deduct or withhold the same.

       

      
        
          

        

        
          	20	 	
                  
                    Discharge
                      of the Charge

                  

                


        

      

       

      
        
          	
                	20.1	
                  
                    
                      Release

                    

                  

                


        

         

      

      Upon
        the Manager providing a certificate to the Security Trustee stating that
        all
        Secured Moneys have been paid in full and that all the obligations have been
        performed, observed and fulfilled, 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 hereunder in respect of the
        Securitisation Fund have been paid (upon which certificate, the Security
        Trustee
        may rely conclusively) 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
        hereunder in respect of the Securitisation Fund, then the Security Trustee
        shall, subject to clause 20.2,
        at the request of the Manager or the Issuing Trustee, and at the cost of
        the
        Issuing Trustee, release the Charged Property from the Charge and this
        Deed.

      
         

        
          
            	
                  	20.2	
                    
                      
                        
                          Contingent
                            Liabilities

                        

                      

                    

                  


          

        

      

       

      The
        Security Trustee shall be under no obligation to grant a release of the Charge
        or this Deed in respect of the Securitisation Fund unless at the time such
        release is sought:

       

      
        	
              	(a)	
                none
                  of the Secured Moneys in respect of the Securitisation Fund are
                  contingently or prospectively owing except where there is no reasonable
                  likelihood of the contingent or prospective event occurring;
                  and

              


      

       

      
        	
              	(b)	
                the
                  Security Trustee has no contingent or prospective liabilities in
                  respect
                  of the Securitisation Fund 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 Issuing
                  Trustee
                  for the Securitisation Fund.

              


      

      
        
           

          
            
              	
                    	20.3	
                      
                        
                          
                            
                              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 Issuing Trustee shall, at the Issuing 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 and this clause shall survive the discharge of the
        Charge unless the Security Trustee agrees otherwise in writing.

       

      
        
          
          

        

        
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            Trust Deed - SMHL Global Fund 2007-1

           

        

        
          
            

          

          
            	21	 	
                    
                      
                        Amendment

                      

                    

                  


          

        

      

      
        
           

          
            
              	
                    	21.1	
                      
                        
                          
                            
                              
                                Amendment
                                  by Security
                                  Trustee

                              

                            

                          

                        

                      

                    


            

          

        

      

       

      The
        Security Trustee, the Note Trustee and the Issuing Trustee may, following
        the
        giving of at least 5 Banking Days' notice to each Designated Rating Agency,
        and
        with the written approval of the Manager and subject to clause 16.3,
        (and, if the proposed alteration, addition or modification is or is likely
        to be
        prejudicial to their interests) the Noteholder Secured Creditors by way of
        supplemental deed alter, add to or modify this Deed (including this clause
        21)
        so long as such alteration, addition or modification is:

       

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

              


      

       

      
        	
              	(b)	
                in
                  the opinion of the Security Trustee necessary to comply with the
                  provisions of any Statute or regulation or with the requirements
                  of any
                  Governmental Authority;

              


      

       

      
        	
              	(c)	
                in
                  the opinion of the Security Trustee appropriate or expedient as
                  a
                  consequence of an amendment to any Statute or regulation or altered
                  requirements of any Government Agency (including, without limitation,
                  an
                  alteration, addition or modification which is in the opinion of
                  the
                  Security Trustee appropriate or expedient as a consequence of the
                  enactment of a 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, 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 Securitisation
                  Fund);

              


      

       

      
        	
              	(d)	
                in
                  the opinion of the Security Trustee neither prejudicial nor likely
                  to be
                  prejudicial to the interests of the Secured Creditors as a whole
                  or any
                  class of Secured Creditors; or

              


      

       

      
        	
              	(e)	
                such
                  that it does not adversely affect the rating of the Notes by each
                  Designated Rating Agency in respect of the Securitisation Fund
                  and the
                  Notes.

              


      

      
        
          
             

            
              
                	
                      	21.2	
                        
                          
                            
                              
                                
                                  
                                    Amendment
                                      with
                                      Consent

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Where
        in the opinion of the Security Trustee a proposed alteration, addition or
        modification to this Deed, save and except an alteration, addition or
        modification referred to in clause 21.1,
        is prejudicial or likely to be prejudicial to the interests of Secured Creditors
        as a whole or any class of Secured Creditors, the Security Trustee and the
        Trustee may make such alteration, addition or modification if sanctioned
        by an
        Extraordinary Resolution of the Voting Secured Creditors or relevant class
        of
        Secured Creditors (as the case requires).

      
        
          
             

            
              
                
                

              

              
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                      	21.3	
                        
                          
                            
                              
                                
                                  
                                    Distribution
                                      of
                                      Amendments

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      The
        Manager shall distribute to all Secured Creditors and each Designated Rating
        Agency a copy of any amendment made pursuant to clause 21.1
        or 21.2
        as soon as reasonably practicable after the amendment has been
        made.

       

      
        
          
            
              

            

            
              	22	 	
                      
                        
                          
                            Expenses,
                              Stamp Duties and
                              Registration

                          

                        

                      

                    


            

          

        

         

      

      
        
          
            
              
                	
                      	22.1	
                        
                          
                            
                              
                                
                                  
                                    Expenses

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      The
        Issuing Trustee shall on demand reimburse the Security Trustee and the Note
        Trustee for and keep the Security Trustee and the Note Trustee indemnified
        against all expenses including legal costs and disbursements (on a solicitor/own
        client basis) incurred by the Security Trustee and the Note Trustee in
        connection with:

       

      
        	
              	(a)	
                the
                  preparation and execution of this Deed and any subsequent consent,
                  agreement, approval or waiver hereunder or amendment hereto;
                  

              


      

       

      
        	
              	(b)	
                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; 

              


      

       

      
        	
              	(c)	
                any
                  enquiry by a Government Agency concerning the Issuing Trustee or
                  the
                  Charged Property or a transaction or activity the subject of the
                  Secured
                  Documents; and

              


      

       

      
        	
              	(d)	
                the
                  compliance by each of the Security Trustee and the Note Trustee
                  with its
                  obligations under clause 25.21.

              


      

      
        
          
             

            
              
                	
                      	22.2	
                        
                          
                            
                              
                                
                                  
                                    Stamp
                                      Duties

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      
        	
              	(a)	
                Except
                  to the extent contemplated by clause 3.5 of the Note Trust Deed,
                  the
                  Issuing Trustee shall pay (and reimburse each Secured Creditor
                  for any
                  such amounts paid by it) 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
                  herein.

              


      

       

      
        	
              	(b)	
                The
                  Issuing Trustee shall indemnify the Security Trustee and the Note
                  Trustee
                  against any loss or liability incurred or suffered by it as a result
                  of
                  the delay or failure by the Issuing Trustee to pay such
                  Taxes.

              


      

      
        
          
             

            
              
                	
                      	22.3	
                        
                          
                            
                              
                                
                                  
                                    Registration

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      The
        Issuing Trustee shall at its own expense ensure that this Deed is registered
        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 Issuing
        Trustee may carry on any business or in which the Issuing Trustee is or may
        become resident or registered.

       

      
        
          
          

        

        
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                      	22.4	
                        
                          
                            
                              
                                
                                  
                                    Goods
                                      and services tax in relation to the Security
                                      Trustee

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      
        	
              	(a)	
                The
                  fees payable to the Security Trustee referred to in clause 13.1
                  are exclusive of GST.

              


      

       

      
        	
              	(b)	
                In
                  relation to any supply by the Security Trustee under this deed,
                  the fee
                  payable will be adjusted:

              


      

       

      
        	
              	(1)	
                by
                  the net increase or decrease in the costs to the Security Trustee
                  of
                  making the supply arising from the New Tax System Changes (including
                  any
                  GST payable on the supply); and

              


      

       

      
        	
              	(2)	
                to
                  take into account any changes in the rate of GST payable pursuant
                  to the A
                  New Tax System (Goods and Services Tax Imposition - General) Act
                  1999.

              


      

       

      The
        Security Trustee may not exercise its rights under this clause 22.4(b)
        unless it has received a confirmation from each Designated Rating Agency
        (if
        any) confirming the rating given by it in respect of the Notes. Such
        confirmation may be given prior to the issue of the Notes but no subsequent
        adjustment may be made until a further confirmation has been
        obtained.

       

      
        	
              	(c)	
                If
                  the Security Trustee is entitled under this deed to be reimbursed
                  or
                  indemnified by any other party for a liability, loss cost or expense
                  incurred in connection with this deed, the reimbursement or indemnity
                  payment must not include any GST component of the cost or expense
                  for
                  which an input tax credit may be properly claimed by the party
                  entitled to
                  be reimbursed or indemnified, or by its representative
                  member.

              


      

       

      
        	
              	(d)	
                For
                  the purposes of this clause New Tax System Changes
                  means:

              


      

       

      
        	
              	(1)	
                the
                  amendment of the Sales Tax (Exemption and Classifications) Act
                  1992 made
                  by the A New Tax System (Goods and Services Tax Transition) Act
                  1999;

              


      

       

      
        	
              	(2)	
                the
                  ending of sales tax, as provided for in the A New Tax System (End
                  of Sales
                  Tax) Act 1999;

              


      

       

      
        	
              	(3)	
                the
                  imposition of the GST; and

              


      

       

      
        	
              	(4)	
                any
                  other changes (including changes to Commonwealth, State or Territory
                  laws)
                  prescribed by the Trade Practices Regulations for the purposes
                  of the
                  definition of New Tax System Changes in Trade Practices Act
                  1974.

              


      

      
        
          
             

            
              
                	
                      	22.5	
                        
                          
                            
                              
                                
                                  
                                    Indemnity

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Subject
        to this Deed and without prejudice to any right of indemnity given by law,
        the
        Security Trustee, the Manager, the 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 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 Note
        Trustee or the Receiver) (appointee)
        will be indemnified by the Issuing Trustee against all loss, liabilities
        and
        expenses reasonably and properly incurred by the Security Trustee, the Manager,
        the 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 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 13.1.

       

      
        
          
          

        

        
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            	23	 	
                    
                      
                        
                          
                            Governing
                              Law and
                              Jurisdiction

                          

                        

                      

                    

                  


          

        

      

      
        
          
             

            
              
                	
                      	23.1	
                        
                          
                            
                              
                                
                                  
                                    Governing
                                      Law

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

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

      
        
          
             

            
              
                	
                      	23.2	
                        
                          
                            
                              
                                
                                  
                                    Jurisdiction

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      
        	
              	(a)	
                The
                  Issuing Trustee, the Security Trustee, the Manager and 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)	
                The
                  Issuing Trustee, the Security Trustee, the Manager and 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 and
                  any claim
                  it may now or in the future have that any such action or proceedings
                  have
                  been brought in an inconvenient
                  forum.

              


      

      
         

        
          
            
              

            

            
              	24	 	
                      
                        
                          
                            
                              
                                Notices

                              

                            

                          

                        

                      

                    


            

          

        

        
           

        

      

      
        
          
            
              
                	
                      	24.1	
                        
                          
                            
                              
                                
                                  
                                    Service
                                      of
                                      Notices

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Every
        notice or other communication of any nature whatsoever required to be served
        given or made under or arising from this Deed:

       

      
        	
              	(a)	
                shall
                  be in writing in order to be valid;

              


      

       

      
        
          
          

        

        
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        Security
          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        	
              	(b)	
                shall
                  be deemed to have been duly served, given or made to a person if
                  it
                  is:

              


      

       

      
        	
              	(1)	
                in
                  the case of a party to this Deed:

              


      

       

      
        	
              	(A)   
                	
                delivered
                  to the address of that party;

              


      

       

      
        	
              	(B)   
                	
                posted
                  by prepaid post to such address; or

              


      

       

      
        	
              	(C)   
                	
                sent
                  by facsimile to the facsimile number of that party;
                  or

              


      

       

      
        	
              	(2)	
                in
                  the case of a Bondholder: delivered or posted by pre-paid mail
                  to the
                  address of such Bondholder then appearing on the
                  Register;

              


      

       

      
        	
              	(c)	
                shall
                  be sufficient if executed by the party giving serving or making
                  the same
                  or on its behalf by any attorney, director, secretary other duly
                  authorised officer or solicitor of such party;
                  and

              


      

       

      
        	
              	(d)	
                shall
                  be deemed to be given, served or
                  made:

              


      

       

      
        	
              	(1)	
                (in
                  the case of prepaid registered post within Australia) within 3
                  Banking
                  Days of posting;

              


      

       

      
        	
              	(2)	
                (in
                  the case of prepaid international registered post) within 7 Banking
                  Days
                  of posting;

              


      

       

      
        	
              	(3)	
                (in
                  the case of facsimile) on receipt of a transmission report confirming
                  successful receipt at the conclusion of the transmission;
                  and

              


      

       

      
        	
              	(4)	
                (in
                  the case of delivery by hand) on
                  delivery.

              


      

      
        
          
             

            
              
                	
                      	24.2	
                        
                          
                            
                              
                                
                                  
                                    Addresses

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      The
        address and facsimile number of each of the Security Trustee, the Note Trustee,
        the Issuing Trustee and the Manager for the purposes of clause 24.1
        shall be as follows until the party concerned notifies in writing all other
        parties hereto of any variation thereto:

      

        Issuing
          Trustee

         

        
          	 	
                  Address:

                	
                  Perpetual
                    Limited

                


        

        Level
          12,
          123 Pitt Street

        Sydney
          NSW
          2000

         

        
          	 	
                  Facsimile
                    No:

                	
                  (02)
                    9221 7870 

                


        

         

        
          	 	
                  Attention:

                	
                  Head
                    of Debt Markets/Manager -
                    Securitisation

                


        

         

        Manager

         

        
          	 	
                  Address:

                	
                  ME
                    Portfolio Management Limited

                


        

        Level
          16,
          360 Collins Street, Melbourne, VIC, 3000

         

        
          	 	
                  Facsimile
                    No:

                	
                  (03)
                    9605 6200

                


        

         

        
          	 	
                  Attention:

                	
                  Manager
                    - Capital Markets

                


        

         

        Security
          Trustee

         

        
          	 	
                  Address:

                	
                  Perpetual
                    Trustee Company Limited

                


        

        Level
          12,
          123 Pitt Street, Sydney, NSW 2000

         

        
          	 	
                  Facsimile
                    No:

                	
                  (02)
                    9221 7870

                


        

         

        
          	 	
                  Attention:

                	
                  Head
                    of Debt Markets/Manager -
                    Securitisation

                


        

         

      

       

      
        
           

        

      

      
        
          
          

        

        
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          Security
            Trust Deed - SMHL Global Fund 2007-1

        

        

          Note
            Trustee

           

          
            	 	
                    Address:
                      

                  	
                    The
                      Bank of New York

                  


          

          101
            Barclay Street,

          Floor
            4
            East, New York, NY

          United
            States of America

           

          
            	 	
                    Facsimile
                      No:

                  	
                    (0011)
                      1 212 815 5915

                  


          

           

          
            	 	
                    Attention:

                  	
                    Global
                      Structured Finance

                  


          

           

        

      

      
        
          

        

      

      
        	25	 	
                
                  
                    
                      
                        
                          
                            Miscellaneous

                          

                        

                      

                    

                  

                

              


      

       

      
        
          
            
              
                	
                      	25.1	
                        
                          
                            
                              
                                
                                  Assignments

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Subject
        to clause 15,
        neither the Issuing Trustee nor the Security Trustee shall assign any of
        its
        rights or obligations hereunder without the prior written consent of the
        Manager, the Note Trustee and each Designated Rating Agency.

      
        
          
             

            
              
                	
                      	25.2	
                        
                          
                            
                              
                                
                                  
                                    Certificate
                                      of Security
                                      Trustee

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      A
        certificate in writing signed by an officer of the Security Trustee certifying
        the amount payable by the Issuing Trustee to the Security Trustee or to the
        Secured Creditors or stating any other act, matter or thing relating to this
        Deed shall be conclusive and binding on the Issuing Trustee in the absence
        of
        manifest error on the face of the certificate.

      
        
          
             

            
              
                	
                      	25.3 	
                        
                          
                            
                              
                                
                                  
                                    Continuing
                                      Obligation

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      This
        Deed shall be 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 thereof has been given to the Issuing
        Trustee.

      
        
          
             

            
              
                	
                      	25.4  	
                        
                          
                            
                              
                                
                                  
                                    Settlement
                                      Conditional

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Any
        settlement or discharge between the Issuing Trustee and the Security Trustee
        shall be conditional upon any security or payment given or made to the Security
        Trustee by the Issuing Trustee or any other person in relation to the Secured
        Documents or 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 shall be entitled to recover
        the value or amount of such security or payment avoided, repaid or reduced
        from
        the Issuing Trustee subsequently as if such settlement or discharge had not
        occurred.

      
        
          
             

            
              
                	
                      	25.5 	
                        
                          
                            
                              
                                
                                  
                                    No
                                      Merger

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Neither
        this Deed nor any of the Security Trustee's or the Receiver's powers shall
        merge
        or prejudicially affect nor be merged in or prejudicially affected by and
        the
        Issuing Trustee's obligations hereunder shall 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 now or hereafter existing in
        respect of the Secured Moneys.

      
        
          
             

            
              
                
                

              

              
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                  57

                
                  

                

              

              
                
                

              

            

            
               

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                      	25.6	
                        
                          
                            
                              
                                
                                  
                                    Interest
                                      on
                                      Judgment

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      If
        a liability under this Deed (other than a liability for negligence, fraud
        or
        wilful default of the Issuing Trustee under the Secured Documents) becomes
        merged in a judgment or order then the Issuing Trustee as an independent
        obligation shall 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.

      
        
          
             

            
              
                	
                      	25.7	
                        
                          
                            
                              
                                
                                  
                                    No
                                      Postponement

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

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

      
        
          
             

            
              
                	
                      	25.8  	
                        
                          
                            
                              
                                
                                  
                                    Severability
                                      of
                                      Provisions

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Any
        provision of this Deed which is illegal void or unenforceable shall be
        ineffective to the extent only of such illegality voidness or unenforceability
        without invalidating the remaining provisions hereof.

      
        
          
             

            
              
                	
                      	25.9 	
                        
                          
                            
                              
                                
                                  
                                    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.

      
        
          
             

            
              
                	
                      	25.10	
                        
                          
                            
                              
                                
                                  
                                    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 hereunder
        by the Security Trustee shall not in any way preclude or operate as a waiver
        of
        any further exercise or enforcement thereof or the exercise or enforcement
        of
        any other right remedy power or privilege hereunder or provided by
        law.

      
        
          
             

            
              
                	
                      	25.11  	
                        
                          
                            
                              
                                
                                  
                                    Consents
                                      and
                                      Approvals

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Where
        any act matter or thing hereunder depends on the consent or approval of the
        Security Trustee then unless expressly provided otherwise herein 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.

      
        
          
             

            
              
                	
                      	25.12 	
                        
                          
                            
                              
                                
                                  
                                    Written
                                      Waiver, Consent and
                                      Approval

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      Any
        waiver consent or approval given by the Security Trustee under this Deed
        shall
        only be effective and shall only bind 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 officer for the time being of
        the
        Security Trustee.

       

      
        
          
          

        

        
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          Trust Deed - SMHL Global Fund 2007-1


      

      
        
          
            
              
                	
                      	25.13  	
                        
                          
                            
                              
                                
                                  
                                    Time
                                      of
                                      Essence

                                  

                                

                              

                            

                          

                        

                      


              

               

            

          

        

      

      Time
        is of the essence in respect of the Issuing Trustee's obligations
        hereunder.

      
        
          
             

            
              
                	
                      	25.14  	
                        
                          
                            
                              
                                
                                  
                                    Moratorium
                                      Legislation

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

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

       

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

              


      

       

      
        	
              	(b)	
                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
        hereby expressly waived, negatived and excluded.

      
        
          
             

            
              
                	
                      	25.15	
                        
                          
                            
                              
                                
                                  
                                    Debit
                                      Accounts

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      The
        Issuing 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 Issuing
        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
        Issuing Trustee to the Security Trustee under this Deed or on any other account
        whatsoever and the Issuing 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 Issuing Trustee against any of the Secured Moneys. The Security
        Trustee shall not be obliged to exercise any of its rights under this clause,
        which shall be 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.

      
        
          
             

            
              
                	
                      	25.16 	
                        
                          
                            
                              
                                
                                  
                                    Binding
                                      on Each
                                      Signatory

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

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

      
        
          
             

            
              
                	
                      	25.17 	
                        
                          
                            
                              
                                
                                  Counterparts

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

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

      
        
          
             

            
              
                	
                      	25.18 	
                        
                          
                            
                              
                                
                                  
                                    Certificate
                                      of amount of Secured Moneys
                                      etc

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      A
        certificate signed by a director, secretary or manager of the Security Trustee
        will be sufficient evidence against the Issuing Trustee and the Secured
        Creditors, in the absence of manifest error or proof to the
        contrary:

       

      
        
          
          

        

        
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            59

          
            

          

        

        
          
          

        

      

      
         

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

              


      

       

      
        	
              	(b)	
                that
                  a person specified in that certificate is a Secured
                  Creditor;

              


      

       

      
        	
              	(c)	
                that
                  a document specified in the certificate is a Secured Document;
                  and

              


      

       

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

              


      

      
        
          
            
               

              
                
                  	
                        	25.19	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Attorneys

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      Each
        of the attorneys executing this Deed states that the attorney has no notice
        of
        the revocation of the power of attorney appointing that attorney.

      
        
          
            
               

              
                
                  	
                        	25.20	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Know
                                          Your
                                          Customer

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      Subject
        to any confidentiality, privacy or general trust law obligations owed by
        the
        Note Trustee or the Issuing Trustee to Bondholders and any applicable
        confidentiality or privacy laws, except to the extent those obligations or
        laws
        are overridden by applicable anti-money laundering or counter-terrorism
        financing laws, each party hereto (the Information
        Provider)
        agrees to provide any information and documents reasonably required by another
        party hereto (the Information
        Receiver)
        for the Information Receiver to comply with any applicable anti-money laundering
        or counter-terrorism financing laws including, without limitation, any laws
        imposing "know your customer" or other identification checks or procedures
        on a
        party, but only to the extent that such information is in the possession
        of, or
        otherwise readily available to, the Information Provider. The Information
        Receiver may, to the extent required by law, decline to perform its affected
        obligations under the Transaction Documents to which it is a party. Any
        Information Receiver receiving information and documents pursuant to this
        clause
        25.20 agrees to utilize such information and documents solely for the purpose
        of
        complying with applicable anti-money laundering or counter-terrorism financing
        laws.

      
        
          
            
               

              
                
                  	
                        	25.21	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Compliance
                                          with Regulation
                                          AB

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      In
        relation to compliance with Regulation AB:

       

      
        	
              	(a)	
                each
                  party to this deed acknowledges and agrees that the purpose of
                  this clause
                  25.21
                  is to facilitate compliance by such party in relation to the
                  Securitisation Fund with the provisions of Regulation AB and related
                  rules
                  and regulations of the Commission to the extent applicable to such
                  party;

              


      

       

      
        	
              	(b)	
                the Manager
                  shall not exercise its right to request delivery of information
                  or other
                  performance under these provisions other than as required to comply
                  with
                  the Securities Act, the Exchange Act and the rules and regulations
                  of the
                  Commission thereunder, including Regulation AB, with respect to
                  the
                  Securitisation Fund. The Manager shall not request the delivery
                  of
                  information or other performance under this clause 25.21
                  unless the Manager is required under the Exchange Act to file an
                  annual
                  report on Form 10-K with respect to the Securitisation Fund. The
                  Manager
                  and each other party to this Deed acknowledge that interpretations
                  of the
                  requirements of Regulation AB may change over time, whether due
                  to
                  interpretive guidance provided by the Commission or its staff,
                  consensus
                  among participants in the asset-backed securities markets, advice
                  of
                  counsel, or otherwise, and agrees to comply with requests made
                  by the
                  Manager in good faith for delivery of information under these provisions
                  on the basis of evolving interpretations of Regulation AB; provided
                  that,
                  to the extent the Manager and the Issuing Trustee or the Security
                  Trustee
                  (as applicable) do not agree with respect to an interpretation
                  of
                  Regulation AB, the Manager and the Issuing Trustee or the Security
                  Trustee
                  (as applicable) shall obtain a written opinion of counsel of U.S.
                  national
                  reputation in the practice of U.S. federal securities laws reasonably
                  acceptable to the Manager and the Issuing Trustee or the Security
                  Trustee
                  (as applicable), addressed to the Manager and the Issuing Trustee
                  or the
                  Security Trustee (as applicable), stating the opinion of such counsel
                  with
                  respect to the interpretation of the relevant provision(s) of Regulation
                  AB; provided, further, that the costs and fees of such counsel
                  incurred in
                  the preparation of such written opinion shall be divided equally
                  between
                  the Manager and the Issuing Trustee or the Security Trustee (as
                  applicable). In relation to the Securitisation Fund, each party
                  to this
                  Deed shall cooperate fully with the Manager to deliver to the Manager
                  (including any of its assignees or designees), any and all statements,
                  reports, certifications, records and any other information within
                  the
                  control of such party or for which such party is responsible necessary
                  in
                  the good faith determination of the Manager to permit the Manager
                  to
                  comply with the provisions of Regulation AB, together with such
                  disclosures relating to the Manager, such party, any Subcontractor
                  of such
                  party, the Loans, the servicing of the Loans or any other servicing
                  activities within the meaning of Item 1122 of Regulation AB, reasonably
                  believed by the Manager to be necessary in order to effect such
                  compliance;

              


      

       

      
        
          
          

        

        
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              	(c)	
                the
                  Manager (including any of its assignees or designees) shall cooperate
                  with
                  each other party to this Deed by providing timely notice of requests
                  for
                  information under these provisions following the Manager becoming
                  aware
                  that it is required under the Exchange Act to file an annual report
                  on
                  Form 10-K in any year and by reasonably limiting such requests
                  to
                  information required, in the Manager’s reasonable judgment, to comply with
                  Regulation AB;

              


      

       

      
        	
              	(d)	
                each
                  party to this deed acknowledges and agrees that, to the extent
                  the Manager
                  reasonably determines:

              


      

       

      
        	
              	(1)	
                in
                  respect of the Issuing Trustee and the Security Trustee - upon
                  consultation with, and to the extent agreed with, such party;
                  and

              


      

       

      
        	
              	(2)	
                in
                  respect of the Note Trustee - upon consultation with such party,
                  

              


      

       

      that
        such party is “participating in the servicing function” in relation to the
        Securitisation Fund within the meaning of Item 1122 of Regulation AB, such
        party
        will comply with the applicable requirements contained in clause 25.21(e)
        - (j);
        provided that, to the extent the Manager and the Issuing Trustee or the Security
        Trustee (as applicable) do not agree whether such party is “participating in the
        servicing function” with respect to one or more Servicing Criteria within the
        meaning of Item 1122 in relation to the Securitisation Fund, the Manager
        and the
        Issuing Trustee or the Security Trustee (as applicable) shall obtain a written
        opinion of counsel of U.S. national reputation in the practice of U.S. federal
        securities laws reasonably acceptable to the Manager and the Issuing Trustee
        or
        the Security Trustee (as applicable), addressed to the Manager and the Issuing
        Trustee or the Security Trustee (as applicable), stating whether, in the
        opinion
        of such counsel, the Issuing Trustee or the Security Trustee (as applicable)
        is
“participating in the servicing function” with respect to such Servicing
        Criteria within the meaning of Item 1122 in relation to the Securitisation
        Fund;
        provided, further, that the costs and fees of such counsel incurred in the
        preparation of such written opinion shall be divided equally between the
        Manager
        and the Issuing Trustee or the Security Trustee (as applicable);

       

      
        
          
          

        

        
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              	(e)	
                on
                  or before September 1 of each calendar year, commencing in 2007,
                  such
                  party shall upon the reasonable request of the
                  Manager:

              


      

       

      
        	
              	(1)	
                deliver
                  to the Manager a report (in form and substance reasonably satisfactory
                  to
                  the Manager) regarding such party’s assessment of compliance with the
                  Servicing Criteria during the immediately preceding financial year
                  ended
                  June 30, as required under Rules 13a-18 and 15d-18 of the Exchange
                  Act and
                  Item 1122 of Regulation AB. Such report shall be addressed to the
                  Manager
                  and signed by an authorized officer of such party, and shall address
                  each
                  of the Servicing Criteria specified on a certification substantially
                  in
                  the form of Schedule 2 hereto and addressing, at a minimum, the
                  criteria
                  identified in Schedule 3 hereto as “Applicable Servicing Criteria”, but
                  only with respect to such of the Servicing Criteria that such party
                  performs;

              


      

       

      
        	
              	(2)	
                deliver
                  to the Manager a report of a registered public accounting firm
                  reasonably
                  acceptable to the Manager that attests to, and reports on, the
                  assessment
                  of compliance made by such party and delivered pursuant to the
                  preceding
                  paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
                  and 2-02(g) of Regulation S-X under the Securities Act and the
                  Exchange
                  Act;

              


      

       

      
        	
              	(3)	
                cause
                  each Subcontractor of such party (if any) determined by the such
                  party
                  pursuant to clause 25.21(f) to be "participating in the servicing
                  function" within the meaning of Item 1122 of Regulation AB, to
                  deliver to
                  the Manager an assessment of compliance and accountants’ attestation as
                  and when provided in clause 25.21(e)(1) and (2), but only with
                  respect to
                  such of the Servicing Criteria that such Subcontractor of such
                  party
                  performs;

              


      

       

      An
        assessment of compliance provided by a Subcontractor of such party pursuant
        to
        clause 25.21(e)(3) need not address any elements of the Servicing Criteria
        other
        than those specified by such party pursuant to clause 25.21(f), and need
        only
        address such of the Servicing Criteria that such Subcontractor
        performs;

       

      
        	
              	(f)	
                in
                  relation to the use of
                  Subcontractors:

              


      

       

      
        	
              	(1)	
                such
                  party shall promptly upon the reasonable request of the Manager
                  provide to
                  the Manager (or any designee of the Manager) a written description
                  (in
                  form and substance satisfactory to the Manager) of the role and
                  function
                  of each Subcontractor utilized by such party, specifying:
                  

              


      

       

      
        
          
          

        

        
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              	(A)	
                the
                  identity of each such Subcontractor;


              


      

       

      
        	
              	(B)	
                which
                  (if any) of such Subcontractors are "participating in the servicing
                  function" within the meaning of Item 1122 of Regulation AB; and
                  

              


      

       

      
        	
              	(C)	
                which
                  elements of the Servicing Criteria will be addressed in assessments
                  of
                  compliance provided by each Subcontractor identified pursuant to
                  clause
                  25.21(f)(1)(B);

              


      

       

      
        	
              	(2)	
                as
                  a condition to the utilization of any Subcontractor determined
                  to be
                  "participating in the servicing function" within the meaning of
                  Item 1122
                  of Regulation AB, (i) such party shall cause any such Subcontractor
                  used
                  by such party for the benefit of the Manager to comply with the
                  provisions
                  of clauses 25.21(e) - (j), 25.22 and 25.23 of this Deed to the
                  same extent
                  as if such Subcontractor were such party (provided that in the
                  case of a
                  Subcontractor of the Issuing Trustee or the Security Trustee, the
                  obligations of such Subcontractor under clause 25.21(h) will be
                  owed
                  directly to the Manager and the Issuing Trustee or the Security
                  Trustee,
                  as the case may be, will do all things reasonably necessary to
                  cause the
                  Subcontractor to owe such obligations directly to the Manager)
                  and (ii) in
                  the case of the Issuing Trustee and the Security Trustee, such
                  party shall
                  obtain the written consent of the Manager (which is not to be unreasonably
                  withheld or delayed) to the utilization of such Subcontractor.
                  Such party
                  shall be responsible for obtaining from each Subcontractor and
                  delivering
                  to the Manager any assessment of compliance and accountants’ attestation
                  required to be delivered by such Subcontractor under clause 25.21(e)-(j),
                  in each case as and when required to be
                  delivered;

              


      

       

      
        	
              	(g)	
                the
                  Note Trustee represents, warrants and agrees that each report required
                  pursuant to clauses 25.21(e)(1) and 25.21(e)(3) to be provided
                  by the Note
                  Trustee or any Subcontractor of the Note Trustee will be accurate
                  in all
                  material respects and will not contain an untrue statement of a
                  material
                  fact or omit to state a material fact required to be stated therein
                  or
                  necessary in order to make the statements therein, in light of
                  the
                  circumstances under which they are made, not
                  misleading

              


      

       

      
        	
              	(h)	
                each
                  of the Issuing Trustee and the Security Trustee shall indemnify
                  the
                  Manager, and shall hold the Manager harmless from and against any
                  losses,
                  damages, penalties, fines, forfeitures, legal fees and expenses
                  and
                  related costs, judgments, and any other costs, fees and expenses
                  that it
                  sustains directly as a result of:

              


      

       

      
        	
              	(1)	
                any
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in any information, report, certification, accountants’ letter or other
                  material provided in written or electronic form under this clause
                  25.21 by
                  or on behalf of such party, or provided under this clause 25.21
                  by or on
                  behalf of any Subcontractor of such party (with respect to such
                  party,
                  collectively, the "Company
                  Information");
                  provided that in the case of any untrue statement of a material
                  fact
                  contained or alleged to be contained in the accountant's letter,
                  each of
                  the Issuing Trustee and the Security Trustee will indemnify and
                  hold
                  harmless the Manager only to the extent of the sum that the Issuing
                  Trustee or the Security Trustee, respectively, recovers from the
                  accounting firm providing such accountant's letter (which recovery
                  the
                  Issuing Trustee and the Security Trustee (as the case may be) must
                  if the
                  Issuing Trustee or the Security Trustee (as the case may be) in
                  good faith
                  determines the Issuing Trustee or the Security Trustee (as the
                  case may
                  be) is entitled to do so after taking professional advice pursue
                  including
                  by taking action in any relevant court of competent jurisdiction);
                  provided, further, that neither the Issuing Trustee nor the Security
                  Trustee will indemnify or hold harmless the Manager to the extent
                  that the
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in the Company Information relates to information provided to the
                  Issuing
                  Trustee or the Security Trustee, respectively, by the Manager or
                  any other
                  party to enable such party to complete its duties under the Transaction
                  Documents; or 

              


      

       

      
        
          
          

        

        
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              	(2)	
                the
                  omission or alleged omission to state in the Company Information
                  a
                  material fact required to be stated in the Company Information
                  or
                  necessary in order to make the statements therein, in the light
                  of the
                  circumstances under which they were made, not misleading; provided,
                  by way
                  of clarification, that this clause 25.21(h)(2) shall be construed
                  solely
                  by reference to the Company Information and not to any other information
                  communicated in connection with a sale or purchase of securities,
                  without
                  regard to whether the Company Information or any portion thereof
                  is
                  presented together with or separately from such other information;
                  provided, further, that in the case of the omission or alleged
                  omission to
                  state in an accountant's letter a material fact required to be
                  stated in
                  the accountant's letter or necessary in order to make the statements
                  therein, in the light of the circumstances under which they were
                  made, not
                  misleading, each of the Issuing Trustee and the Security Trustee
                  will
                  indemnify and hold harmless the Manager only to the extent of the
                  sum that
                  the Issuing Trustee or the Security Trustee, respectively, recovers
                  from
                  the accounting firm providing such accountant's letter (which recovery
                  the
                  Issuing Trustee and the Security Trustee (as the case may be) must
                  if the
                  Issuing Trustee or the Security Trustee (as the case may be) in
                  good faith
                  determines the Issuing Trustee or the Security Trustee (as the
                  case may
                  be) is entitled to do so after taking professional advice pursue
                  including
                  by taking action in any relevant court of competent jurisdiction);
                  provided, further, that neither the Issuing Trustee nor the Security
                  Trustee will indemnify or hold harmless the Manager to the extent
                  that the
                  omission or alleged omission to state in the Company Information
                  a
                  material fact required to be stated in the Company Information
                  or
                  necessary in order to make the statements therein, in the light
                  of the
                  circumstances under which they were made, not misleading, relates
                  to
                  information provided to the Issuing Trustee or the Security Trustee,
                  respectively, by the Manager or any other party to enable such
                  party to
                  complete its duties under the Transaction Documents;
                  or

              


      

       

      
        
          
          

        

        
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              	(3)	
                any
                  failure by such party or any Subcontractor of such party to deliver
                  any
                  information, report, certification, accountants’ letter or other material
                  when and as required under this clause 25.21, including any failure
                  by
                  such party to disclose any non-compliance with any of the Servicing
                  Criteria in a certification or to identify pursuant to clause 25.21(f)
                  any
                  Subcontractor "participating in the servicing function" within
                  the meaning
                  of Item 1122 of Regulation AB. In the case of any failure of performance
                  described in clause 25.21(h)(3), such party shall promptly reimburse
                  the
                  Manager, for all costs reasonably incurred by the Manager in order
                  to
                  obtain the information, report, certification, accountants’ letter or
                  other material not delivered as required by such party or any
                  Subcontractor of such party;

              


      

       

      
        	
              	(i)	
                any
                  failure by such party or any Subcontractor of such party
                  to:

              


      

       

      
        	
              	(1)	
                deliver
                  any information, report, certification, accountants’ letter or other
                  material when and as required under this clause 25.21, shall, except
                  as
                  provided in clause 25.21(i)(2), immediately and automatically,
                  without
                  notice or grace period, entitle the Manager, in its sole discretion:
                  

              


      

       

      
        	
              	(A)	
                to
                  remove such party or direct such party to remove the Subcontractor
                  of such
                  party from the performance of any activities which the Manager
                  reasonably
                  determines to constitute “participating in the servicing function” in
                  relation to the Securitisation Fund within the meaning of Item
                  1122 of
                  Regulation AB; and 

              


      

       

      
        	
              	(B)	
                to
                  replace such party with respect to such activities, each at the
                  expense of
                  such party, without payment (notwithstanding anything in the Transaction
                  Documents to the contrary) of any compensation to such party; provided
                  that to the extent that any provision of the Transaction Documents
                  expressly provides for the survival of certain rights or obligations
                  following termination of such party, such provision shall be given
                  effect;

              


      

       

      
        	
              	(2)	
                deliver
                  any information, report, certification or accountants’ letter when and as
                  required under clause 25.21(e)-(j) or (except as provided below)
                  any
                  failure by such party to identify pursuant to clause 25.21(f) any
                  Subcontractor of such party "participating in the servicing function"
                  within the meaning of Item 1122 of Regulation AB, which continues
                  unremedied for ten calendar days after the date on which such information,
                  report, certification or accountants’ letter was required to be delivered,
                  shall entitle the Manager, in its sole discretion:
                  

              


      

       

      
        
          
          

        

        
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              	(A)	
                to
                  remove such party or direct such party to remove the Subcontractor
                  of such
                  party from the performance of any activities which the Manager
                  reasonably
                  determines to constitute “participating in the servicing function” in
                  relation to the Securitisation Fund within the meaning of Item
                  1122 of
                  Regulation AB; and 

              


      

       

      
        	
              	(B)	
                to
                  replace such party with respect to such activities, in the case
                  of the
                  Issuing Trustee, the Security Trustee or any Subcontractor of either
                  such
                  party, at the expense of such party, without payment (notwithstanding
                  anything in the Transaction Documents to the contrary) of any compensation
                  to such party; 

              


      

       

      provided
        that to the extent that any provision of the Transaction Documents expressly
        provides for the survival of certain rights or obligations following termination
        of such party, such provision shall be given effect; and

       

      
        	
              	(j)	
                each
                  of the Issuing Trustee and the Security Trustee shall promptly
                  reimburse
                  the Manager (or any designee of the Manager), for all reasonable
                  expenses
                  incurred by the Manager (or such designee), as such are incurred,
                  in
                  connection with the termination of such party and the transfer
                  of
                  servicing activities within the meaning of Item 1122 of Regulation
                  AB to a
                  successor. The provisions of this clause 25.21(j) shall not limit
                  whatever
                  rights the Manager may have under other provisions of the Transaction
                  Documents or otherwise, whether in equity or at law, such as an
                  action for
                  damages, specific performance or injunctive
                  relief.

              


      

      
        
          
            
               

              
                
                  	
                        	25.22 	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Direction
                                          of claims by the
                                          Manager

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      
        	
              	(a)	
                If
                  the Issuing Trustee or the Security Trustee (for the purposes of
                  this
                  clause 25.22,
                  each a Relevant
                  Claimant)
                  is entitled to recover from the accounting firm providing the accountant's
                  letter referred to in clause 25.21(h)
                  by any action, proceeding, claim or demand (for the purpose of
                  this clause
                  25.22,
                  a Claim),
                  the Relevant Claimant must if the Issuing Trustee or the Security
                  Trustee
                  in good faith determines that it is entitled to do so after taking
                  professional advice pursue such Claim and must promptly notify
                  the Manager
                  in writing of such Claim.

              


      

       

      
        	
              	(b)	
                Upon
                  notice to the Manager of any such Claim under clause 25.22(a),
                  the Manager will have the option to assume the direction of that
                  Claim
                  (including the employment of legal advisers selected by the Relevant
                  Claimant but approved by the Manager subject to the payment by
                  the
                  Relevant Claimant of all fees and
                  expenses).

              


      

       

      
        	
              	(c)	
                If
                  the Relevant Claimant receives notice from the Manager of its election
                  to
                  direct the Claim and the Manager approves the legal advisers selected
                  by
                  the Relevant Claimant for the purposes of that Claim, the Relevant
                  Claimant will not be liable to the Manager under this
                  clause 25.22
                  for any fees or expenses subsequently incurred by the Manager in
                  connection with the Claim unless the
                  Relevant Claimant does not employ legal advisers approved by or
                  on behalf
                  of the Manager to represent the Manager within a reasonable time
                  after
                  notice of the Claim.

              


      

      
        
          
            
               

              
                
                  
                  

                

                
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                        	25.23  	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Direction
                                          of defence of
                                          claims

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      
        	
              	(a)	
                If
                  any action, proceeding, claim or demand brought against the Manager
                  in
                  connection with (i) any untrue statement of a material fact contained
                  or
                  alleged to be contained in the Company Information referred to
                  in clause
                  25.21(h)
                  or (ii) the omission or alleged omission to state in the Company
                  Information a material fact required to be stated in the Company
                  Information or necessary in order to make the statements therein,
                  in the
                  light of the circumstances under which they were made, not misleading
                  (for
                  the purpose of this clause 25.23,
                  a Claim),
                  the Issuing Trustee and the Security Trustee (for the purpose of
                  this
                  clause 25.23,
                  each a Relevant
                  Defendant)
                  will have the option to assume the direction of that Claim (including
                  the
                  employment of legal advisers selected by the Relevant Defendant
                  but
                  approved by the Manager subject to the payment by the Relevant
                  Defendant
                  of all fees and expenses).

              


      

       

      
        	
              	(b)	
                If
                  the Relevant Defendant notifies the Manager in writing of its election
                  to
                  direct the defence of a Claim brought against the Relevant Defendant
                  and
                  the Manager approves the legal advisers selected by the Relevant
                  Defendant
                  for the purposes of the defence of that Claim, the Relevant Defendant
                  will
                  not be liable to the Manager under this clause 25.23
                  for any fees or expenses subsequently incurred by the Manager in
                  connection with the Claim against the Relevant Defendant unless
                  the
                  Relevant Defendant does not employ legal advisers approved by or
                  on behalf
                  of the Manager to represent the Relevant Defendant within a reasonable
                  time after notice of the Claim.

              


      

       

      
        	
              	(c)	
                If
                  any Claim brought against a Relevant Defendant is settled with
                  respect to
                  the Relevant Defendant with the consent of the Manager or if there
                  is a
                  final judgement against the Relevant Defendant in relation to it,
                  the
                  Relevant Defendant agrees to indemnify and hold harmless the Manager
                  from
                  and against any loss or liability by reason of such settlement
                  or
                  judgement (other than any fees and expenses incurred in circumstances
                  where the Relevant Defendant is not liable for them under clause
                  25.23(b),
                  or any fees and expenses incurred in connection with any Claim
                  brought
                  against a Relevant Defendant that is settled with respect to the
                  Relevant
                  Defendant or compromised by the Relevant Defendant without the
                  consent of
                  the Manager (unless the Manager has unreasonably withheld its
                  consent)).

              


      

      
         

        
          
            

          

        

        
          	
                  26 

                	 	
                  
                    
                      
                        
                          
                            
                              Trustees’
                                liability

                            

                          

                        

                      

                    

                  

                


        

      

      
        
          
            
               

              
                
                  	
                        	26.1	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Limitation
                                          on Issuing Trustee’s
                                          liability

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      
        	
              	(a)	
                Clause
                  26 of the Master Trust Deed applies to the obligations and liabilities
                  of
                  the Issuing Trustee and the Manager under this
                  deed.

              


      

       

      
        
          
          

        

        
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              	(b)	
                The
                  Issuing Trustee enters into the Transaction Documents and issues
                  the Notes
                  in its capacity as trustee of the Securitisation Fund and in no
                  other
                  capacity (except where the Transaction Documents provide otherwise).
                  Subject to clause 26.1(d)
                  below, a liability arising under or in connection with the Notes,
                  the
                  Transaction Documents or the Securitisation Fund is limited to
                  and can be
                  enforced against the Issuing Trustee only to the extent to which
                  it can be
                  satisfied out of the assets and property of the Securitisation
                  Fund which
                  are available to satisfy the right of the Issuing Trustee to be
                  exonerated
                  or indemnified for the liability. This limitation of the Issuing
                  Trustee’s
                  liability applies despite any other provision of the Transaction
                  Documents
                  and extends to all liabilities and obligations of the Issuing Trustee
                  in
                  any way connected with any representation, warranty, conduct, omission,
                  agreement or transaction related to the Notes, the Transaction
                  Documents
                  or the Securitisation Fund.

              


      

       

      
        	
              	(c)	
                Subject
                  to clause 26.1(d)
                  below, no person (including any Relevant Party) may take action
                  against
                  the Issuing Trustee in any capacity other than as trustee of the
                  Securitisation Fund or seek the appointment of a receiver (except
                  in
                  relation to property of the Securitisation Fund), or a liquidator,
                  an
                  administrator or any similar person to the Issuing Trustee or prove
                  in any
                  liquidation, administration or arrangement of or affecting the
                  Issuing
                  Trustee except in relation to the assets of the Securitisation
                  Fund.

              


      

       

      
        	
              	(d)	
                The
                  provisions of this clause 26.1
                  shall not apply to any obligation or liability of the Issuing Trustee
                  to
                  the extent that it is not satisfied because under a Transaction
                  Document
                  or by operation of law there is a reduction in the extent of the
                  Issuing
                  Trustee’s indemnification or exoneration out of the assets of the
                  Securitisation Fund, as a result of the Issuing Trustee’s fraud,
                  negligence or wilful default.

              


      

       

      
        	
              	(e)	
                It
                  is acknowledged that the Relevant Parties are responsible under
                  this deed
                  or the other Transaction Documents for performing a variety of
                  obligations
                  relating to the Securitisation Fund. No act or omission of the
                  Issuing
                  Trustee (including any related failure to satisfy its obligations
                  under
                  this Deed) will be considered fraud, negligence or wilful default
                  of the
                  Issuing Trustee for the purpose of clause 26.1(d)
                  above 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 who
                  has been
                  delegated or appointed by the Issuing Trustee in accordance with
                  the
                  Transaction Documents to fulfil its obligations relating to the
                  Securitisation Fund or by any other act or omission of a Relevant
                  Party or
                  any other person.

              


      

       

      
        	
              	(f)	
                No
                  attorney, agent, delegate, receiver or receiver and manager appointed
                  in
                  accordance with this deed or any other Transaction Documents has
                  authority
                  to act on behalf of the Issuing Trustee in a way which exposes
                  the Issuing
                  Trustee to any personal liability and no act or omission of any
                  such
                  person will be considered fraud, negligence or wilful default of
                  the
                  Issuing Trustee for the purposes of clause 26.1(d).

              


      

       

      
        	
              	(g)	
                The
                  Issuing Trustee is not obliged to do or refrain from doing anything
                  under
                  this Deed (including incur any liability) unless the Issuing Trustee’s
                  liability is limited in the same manner as set out in paragraphs
                  (b)
                  to (f)
                  of this clause 26.1.

              


      

       

      
        
          
          

        

        
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              	(h)	
                For
                  the purposes of this clause 26.1,
                  “Relevant Parties” means each party to a Transaction Document other than
                  the Issuing Trustee. 

              


      

      
        
          
            
               

              
                
                  	
                        	26.2  	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Limitation
                                          on Security Trustee’s 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 Secured Document other
        than
        to the extent to which the liability is able to be satisfied out of the property
        from which the Security Trustee is actually indemnified for the liability.
        This
        limitation will not apply to a liability of the Security Trustee to the extent
        that it is not satisfied because, under this Deed or by operation of law,
        there
        is a reduction in the extent of the Security Trustee’s indemnification as a
        result of the Security Trustee’s fraud, negligence or wilful default. Nothing in
        this clause or any similar provision in any other Secured Document limits
        or
        adversely affects the powers of the Security Trustee, any Receiver or attorney
        in respect of the Charge or the Charged Property.

      
        
          
            
               

              
                
                  	
                        	26.3  	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Rights
                                          against Charged Property
                                          Preserved

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

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

      
        
          
            
               

              
                
                  	
                        	26.4 	
                          
                            
                              
                                
                                  
                                    
                                      
                                        Waiver
                                          of Personal
                                          Liability

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      Except
        in the case of fraud, negligence or wilful default on the part of the Issuing
        Trustee in its capacity as Issuing Trustee each of the Manager and Security
        Trustee severally waives its rights and releases the Issuing Trustee from
        any
        personal liability whatsoever, for any loss or damage whatsoever in any way
        arising in respect of:

       

      
        	
              	(a)	
                the
                  Secured Moneys; or

              


      

       

      
        	
              	(b)	
                this
                  Deed

              


      

       

      which
        cannot be paid or satisfied out of the Charged Property.

      
        
          
            
              
                 

                
                  
                    	
                          	26.5	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            Restricted
                                              remedies

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

          

        

      

       

      Except
        as provided in clauses 26.1(d)
        and 26.2,
        the Security Trustee shall not, in respect of this Deed:

       

      
        	
              	(a)	
                (judgment)
                  obtain a judgment for the payment of money or damages by the Issuing
                  Trustee;

              


      

       

      
        
          
          

        

        
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              	(b)	
                (statutory
                  demand)
                  issue any demand under s459E(1) of the Corporations Act (or any
                  analogous
                  provision under any other law) against the Issuing
                  Trustee;

              


      

       

      
        	
              	(c)	
                (winding
                  up)
                  apply for the winding up or dissolution of the Issuing
                  Trustee;

              


      

       

      
        	
              	(d)	
                (execution)
                  levy or enforce any distress or other execution to, on, or against
                  any
                  assets of the Issuing Trustee;

              


      

       

      
        	
              	(e)	
                (court
                  appointed receiver)
                  apply for the appointment by a court of a receiver to any of the
                  assets of
                  the Issuing Trustee;

              


      

       

      
        	
              	(f)	
                (set-off
                  or counterclaim)
                  exercise or seek to exercise any set-off or counterclaim against
                  the
                  Issuing Trustee; or

              


      

       

      
        	
              	(g)	
                (administrator)
                  appoint, or agree to the appointment, of any administrator to the
                  Issuing
                  Trustee,

              


      

       

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

       

      A
        reference to the Issuing Trustee in this clause 26.5
        is to the Issuing Trustee in its personal capacity and not as trustee of
        the
        Securitisation Fund.

      
        
          
            
              
                
                   

                  
                    
                      	
                            	26.6	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                Wilful
                                                  Default of the Issuing
                                                  Trustee

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

        

      

       

      For
        the purposes of this Deed the expression "wilful default":

       

      
        	
              	(a)	
                in
                  relation to the Issuing Trustee, means a wilful default of this
                  Deed by
                  the Issuing Trustee

              


      

       

      
        	
              	(1)	
                other
                  than a default which:

              


      

       

      
        	
              	(A)	
                arises
                  out of a breach of a Transaction Document by a person other than
                  the
                  Issuing Trustee or any person referred to in paragraph 26.6(b)
                  in relation to the Issuing Trustee;


              


      

       

      
        	
              	(B)	
                arises
                  because some other act or omission is a precondition to the relevant
                  act
                  or omission of the Issuing Trustee, and that other act or omission
                  does
                  not occur;

              


      

       

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

              


      

       

      
        	
              	(D)	
                is
                  in accordance with an instruction or direction given to it by any
                  person
                  in circumstances where that person is authorised to do so by any
                  Transaction Document; and

              


      

       

      
        	
              	(2)	
                in
                  circumstances where had it not committed that default it would
                  have been
                  entitled to recoupment, reimbursement or a right of indemnity for
                  its
                  costs and expenses (if any) in complying with this Deed from the
                  Fund.

              


      

       

      
        	
              	(b)	
                A
                  reference to the "fraud", "negligence" or "wilful default" of the
                  Issuing
                  Trustee means the fraud, negligence or wilful default of the Issuing
                  Trustee and of its officers or employees, but not of its agents
                  or
                  delegates, unless the Issuing Trustee is liable for the acts or
                  omissions
                  of such other person under the terms of this
                  Deed.

              


      

      
        
           

          
            
              
              

            

            
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                    	26.7 	
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Wilful
                                            default of the Security
                                            Trustee

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    


            

          

        

      

       

      For
        the purposes of this Deed the expression "wilful default":

       

      
        	
              	(a)	
                in
                  relation to the Security Trustee, means a wilful default of this
                  Deed by
                  the Security Trustee

              


      

       

      
        	
              	(1)	
                other
                  than a default which:

              


      

       

      
        	
              	(A)	
                arises
                  out of a breach of a Transaction Document by a person other than
                  the
                  Security Trustee or any person referred to in paragraph 26.7(b)
                  in relation to the Security Trustee;


              


      

       

      
        	
              	(B)	
                arises
                  because some other act or omission is a precondition to the relevant
                  act
                  or omission of the Security Trustee, and that other act or omission
                  does
                  not occur;

              


      

       

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

              


      

       

      
        	
              	(D)	
                is
                  in accordance with an instruction or direction given to it by any
                  person
                  in circumstances where that person is authorised to do so by any
                  Transaction Document; and

              


      

       

      
        	
              	(2)	
                in
                  circumstances where had it not committed that default it would
                  have been
                  entitled to recoupment, reimbursement or a right of indemnity for
                  its
                  costs and expenses (if any) in complying with this Deed from the
                  Fund.

              


      

       

      
        	
              	(b)	
                A
                  reference to the "fraud", "negligence" or "wilful default" of the
                  Security
                  Trustee means the fraud, negligence or wilful default of the Security
                  Trustee and of its officers or employees, but not of its agents
                  or
                  delegates, unless the Security Trustee is liable for the acts or
                  omissions
                  of such other person under the terms of this
                  Deed.

              


      

      
         

        
          
            	
                  	26.8	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Wilful
                                            default of the Note
                                            Trustee

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  


          

        

      

       

                                       For
        the purposes of this Deed the expression "wilful default":

      
         

        
          	
                	(a)	
                  
                    in
                      relation to the Note Trustee, means a wilful default of this
                      Deed by the
                      Note Trustee

                  

                


        

         

      

      
        	
              	(1)	
                other
                  than a default which:

              


      

       

      
        	
              	(A)	
                arises
                  out of a breach of a Transaction Document by a person other than
                  the Note
                  Trustee or any person referred to in paragraph 26.8(b)
                  in relation to the Note Trustee; 

              


      

       

      
        	
              	(B)	
                arises
                  because some other act or omission is a precondition to the relevant
                  act
                  or omission of the Note Trustee, and that other act or omission
                  does not
                  occur;

              


      

       

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

              


      

       

      
        	
              	(D)	
                is
                  in accordance with an instruction or direction given to it by any
                  person
                  in circumstances where that person is authorised to do so by any
                  Transaction Document; and

              


      

       

      
        
          
          

        

        
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            71

          
            

          

        

        
          
          

        

      

      
         

        Security
          Trust Deed - SMHL Global Fund 2007-1


      

      
        	
              	(2)	
                in
                  circumstances where had it not committed that default it would
                  have been
                  entitled to recoupment, reimbursement or a right of indemnity for
                  its
                  costs and expenses (if any) in complying with this Deed from the
                  Fund.

              


      

       

      
        	
              	(b)	
                A
                  reference to the "fraud", "negligence" or "wilful default" of the
                  Note
                  Trustee means the fraud, negligence or wilful default of the Note
                  Trustee
                  and of its officers or employees, but not of its agents or delegates,
                  unless the Note Trustee is liable for the acts or omissions of
                  such other
                  person under the terms of this
                  Deed.

              


      

      
        
           

          
            
              

            

          

          
            	
                    27 

                  	 	
                    
                      
                        
                          
                            
                              
                                
                                  Privacy

                                

                              

                            

                          

                        

                      

                    

                  


          

        

        
          
            
              
                 

              

            

          

        

      

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

              


      

       

      
        	
              	(b)	
                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 1988 (as
                  amended by the Privacy
                  Amendment (Private Sector) Act 2000
                  to be obtained by that party in relation to the collection, use
                  or
                  disclosure of the Personal
                  Information.

              


      

       

      
        	
              	(c)	
                Each
                  party to this Deed undertakes to use its best endeavours to ensure
                  that at
                  all times during the term of this Deed: 

              


      

       

      
        	
              	(1)	
                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 unless express consent in writing
                  is obtained
                  from the providing party; and

              


      

       

      
        	
              	(2)	
                in
                  addition to the obligation under clause 27(b)
                  above, it will comply with the Privacy
                  Act 1988 (as
                  amended by the Privacy
                  Amendment (Private Sector) Act 2000
                  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.

              


      

       

      
        	
              	(d)	
                In
                  this clause 27
                  “Personal
                  Information” has the same meaning as in the Privacy Act
                  1988.

              


      

       

      
        
          
          

        

        
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            72

          
            

          

        

        
          
          

        

      

       

      
        	
              	(e)	
                Notwithstanding
                  anything else contained in this clause 27,
                  paragraphs 27(a)
                  to 27(c)
                  above do not apply to the Note Trustee, the Principal Paying Agent,
                  the
                  Irish Paying Agent, the Class A3 Irish Paying Agent, the Calculation
                  Agent or the Note Registrar. Each of the Note Trustee, the Principal
                  Paying Agent, the Irish Paying Agent, the Class A3 Irish Paying
                  Agent, the Calculation Agent and the Note Registrar agrees to comply
                  with
                  all privacy legislation applicable to it.


              


      

       

       

       

       

       

       

       

      
        
          
          

        

        
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        Security
          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        

      


      Schedule
        1 - Meetings Procedures 
         

        
          

        

      

      
        
          
            
              	
                      1

                    	 	
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      Definitions
                                        and Incorporation of
                                        Terms

                                    

                                  

                                

                              

                            

                          

                        

                      

                    


            

          

          
            
              
                 

              

            

          

        

      

      
        	
              	
                (a)

              	
                In
                  this Schedule, unless the context indicates a contrary
                  intention:

              


      

       

      
        	
              	(1)	
                words
                  and expressions which are defined in clause 1.1 of the
                  above mentioned Security Trust Deed (the "Security
                  Trust Deed")
                  or which are defined by virtue of clause 1.2 of the Security Trust
                  Deed
                  have the same meanings in this Schedule;
                  and

              


      

       

      
        	
              	(2)	
                a
                  "holder" in relation to Secured Moneys shall be construed as meaning
                  a
                  Bondholder (as defined in the Master Trust Deed) in relation to
                  any
                  outstanding Notes.

              


      

       

      
        	
              	(b)	
                The
                  provisions of this Schedule regarding a meeting of the Voting Secured
                  Creditors shall apply, mutatis mutandis, to a meeting of any class
                  of
                  Voting Secured Creditors.

              


      

       

      
        
          

        

        
          
            
              
                	
                        2

                      	 	
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Convening
                                            of
                                            Meetings

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      


              

            

          

        

      

       

      
        	
              	(a)	
                Generally

              


      

       

      
        	
              	(1)	
                Subject
                  to clause 16.3 of the Security Trust Deed the Security Trustee
                  or the
                  Manager at any time may convene a meeting of the Voting Secured
                  Creditors.

              


      

       

      
        	
              	(2)	
                Subject
                  to clause 16.3 of the Security Trust Deed and subject to the Security
                  Trustee being indemnified to its reasonable satisfaction against
                  all costs
                  and expenses occasioned thereby, the Security Trustee shall convene
                  a
                  meeting of the Voting Secured Creditors if requested to do
                  so:

              


      

       

      
        	
              	(A)	
                by
                  the Issuing Trustee;

              


      

       

      
        	
              	(B)	
                in
                  the case of a meeting to consider the initial enforcement of this
                  Deed
                  following the occurrence of an Event of Default where a meeting
                  has not
                  been convened by the Security Trustee in accordance with clause
                  8.5 of the
                  Security Trust Deed, by Voting Secured Creditors being holders
                  of not less
                  than 10% of the then Secured Moneys calculated and expressed in
                  the A$
                  Equivalent; and

              


      

       

      
        	
              	(C)	
                in
                  the case of a meeting following the enforcement of this Deed or
                  a meeting
                  to consider any matter which does not relate to the actual enforcement
                  of
                  this Deed, by Voting Secured Creditors being holders of not less
                  than 10%
                  of the then Secured Moneys calculated and expressed in the A$
                  Equivalent.

              


      

       

      
        	
              	(b)	
                Time
                  and place

              


      

       

      
        
          
          

        

        
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            74

          
            

          

        

        
          
          

        

      

      
         

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          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        	
              	(1)	
                Every
                  meeting of Voting Secured Creditors shall be held at such time
                  and place
                  as the Security Trustee approves, provided (subject to sub-paragraph
                  (2))
                  that any such meeting shall not be held until the Class A Offered
                  Noteholders have determined how to direct the Note Trustee to vote
                  (as the
                  case may be) in the meeting of Voting Secured
                  Creditors.

              


      

       

      
        	
              	(2)	
                The
                  proviso in sub-paragraph (1) shall not apply if:
                  

              


      

       

      
        	
              	(A)	
                the
                  meeting of Class A Offered Noteholders called in accordance with
                  the Note
                  Trust Deed for the purposes of sub-paragraph (1) is adjourned more
                  than
                  once; and

              


      

       

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

              


      

       

      
        	
              	(c)	
                Conduct

              


      

       

      The
        Voting Secured Creditors may meet together in person, by telephone, facsimile,
        electronic media or other means of instantaneous communication provided that
        each Voting Secured Creditor may communicate with each other Voting Secured
        Creditor of the Securitisation Fund.

      
         

      

      
        
          
            

          

          
            
              
                
                  	
                          3

                        	 	
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            Notice
                                              of
                                              meetings

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        


                

              

            

          

        

      

       

      
        
          	
                	(a)	
                  Subject
                    to clause 2(b), at least 7 days' notice (inclusive of the day
                    on which the
                    notice is given and of the day on which the meeting is held)
                    shall be
                    given to the Voting Secured Creditors, the Beneficiary and all
                    the
                    Designated Rating Agencies.

                


        

         

        
          	
                	(b)	
                  Notwithstanding
                    that a meeting is convened upon shorter notice than as specified
                    in clause
                    3(a), or a meeting or details of that meeting are not notified,
                    advised or
                    approved in accordance with this Schedule, it shall be deemed
                    to be duly
                    convened if it is so agreed by the Voting Secured Creditors representing
                    a
                    quorum (which quorum must include the Note Trustee or the Class
                    A Offered
                    Noteholders, as the case may be).

                


        

         

        
          	
                	(c)	
                  A
                    copy of the notice shall in all cases be given by the party to
                    the
                    Security Trust Deed convening the meeting to the other parties
                    to the
                    Security Trust Deed.

                


        

         

        
          	
                	(d)	
                  Notice
                    of a meeting shall be given in the manner provided in the Security
                    Trust
                    Deed.

                


        

         

        
          	
                	(e)	
                  Notice
                    of a meeting of Voting Secured Creditors must specify, unless
                    in any
                    particular case the Security Trustee otherwise
                    agrees:

                


        

         

        
          	
                	(1)	
                  the
                    day, time and place of the proposed meeting; and
                    

                


        

         

        
          	
                	(2)	
                  the
                    nature of the resolutions to be proposed.


                


        

        
           

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

                  


          

           

        

        
          
            
            

          

          
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            Trust Deed - SMHL Global Fund 2007-1

        

        
          
            
              

            

            
              
                
                  
                    	
                            4

                          	 	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                Chairman

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

          

        

         

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

         

        
          
            
              

            

            
              
                
                  
                    	
                            5

                          	 	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  Quorum

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

          

        

         

        At
          any such meeting any two or more persons present in person holding, or
          being
          Representatives holding or representing, in the aggregate not less than
          51% of
          the then Secured Moneys calculated and expressed in the A$ Equivalent shall
          (except for the purpose of passing an Extraordinary Resolution) form a
          quorum
          for the transaction of business and no business (other than the choosing
          of a
          chairman) shall be transacted at any meeting unless the requisite quorum
          is
          present at the commencement of business. The quorum at any such meeting
          for
          passing an Extraordinary Resolution shall be persons present holding, or
          being
          Representatives holding or representing, in aggregate 67% or more of the
          then
          Secured Moneys calculated and expressed in the A$ Equivalent.

        
           

          
            
              
                

              

              
                
                  
                    
                      	
                              6

                            	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      Adjournment

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

        

         

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

                


        

         

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

                


        

         

        
          
            
            

          

          
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              76

            
              

            

          

          
            
            

          

        

        
           

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

                


        

        
          
             

            
              
                
                  

                

                
                  
                    
                      
                        	
                                7

                              	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          Voting
                                                            Procedure

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              


                      

                    

                  

                

              

            

          

        

         

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

                


        

         

        
          	
                	(b)	
                  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 Issuing Trustee,
                    the
                    Manager or the Security Trustee or by one or more persons holding,
                    or
                    being Representatives holding or representing, in aggregate not
                    less than
                    15% of the then Secured Moneys calculated and expressed in the
                    A$
                    Equivalent, a declaration by the chairman that a resolution has
                    been
                    carried by a particular majority or lost or not carried by any
                    particular
                    majority shall be conclusive evidence of the fact without proof
                    of the
                    number or proportion of the votes recorded in favour of or against
                    such
                    resolution.

                


        

         

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

                


        

         

        
          	
                	(d)	
                  Any
                    poll demanded at any meeting on the election of a chairman or
                    on any
                    question of adjournment shall be taken at the meeting without
                    adjournment.

                


        

         

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

                


        

         

        
          	
                	(1)	
                  on
                    a show of hands, every person holding, or being a Representative
                    holding
                    or representing other persons who hold, Secured Moneys shall
                    have one vote
                    except that the Note Trustee shall represent each Class A Offered
                    Noteholder who has directed the Note Trustee to vote on its behalf
                    under
                    the Note Trust Deed; and 

                


        

         

        
          	
                	(2)	
                  on
                    a poll, every person who is present shall have one vote for each
                    A$100
                    (but not part thereof) of the Secured Moneys calculated and expressed
                    in
                    the A$ Equivalent that he holds or in respect of which he is
                    a
                    Representative. 

                


        

         

        
          Anyperson
            entitled to more than one vote need not use or cast all of the votes
            to which he
            is entitled in the same way. 

        

         

        
          
            
            

          

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

                


        

         

        For
          the purpose of determining the amount of Secured Moneys at any time, the
          Security Trustee may rely on the Accounts of the Issuing Trustee and any
          information provided by the Auditor of the Issuing Trustee. Clause 25.18
          of the
          Security Trust Deed will apply to any determination of Secured Moneys for
          the
          definition of Voting Secured Creditors and this Schedule 1.

        
          
            
               

              
                
                  
                    

                  

                  
                    
                      
                        
                          	
                                  8

                                	 	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              Right
                                                                to Attend and
                                                                Speak

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                


                        

                      

                    

                  

                

              

            

          

        

         

        The
          Issuing Trustee, the Manager and the Security Trustee (through their respective
          representatives) and their respective financial and legal advisers shall
          be
          entitled to attend and speak at any meeting of Voting Secured Creditors.
          No
          person shall 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 is a Voting Secured Creditor or is a
          Representative.

        
          
            
              
                 

                
                  
                    
                      

                    

                    
                      
                        
                          
                            	
                                    9

                                  	 	
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  Appointment
                                                                    of
                                                                    Proxies

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

        
           

        

        
          	
                	
                  (a)

                	
                  Each
                    appointment of a proxy shall be in writing and, together (if
                    so required
                    by the Security Trustee) with proof satisfactory to the Security
                    Trustee
                    of its due execution, shall be deposited at the registered office
                    of the
                    Security Trustee or at such other place as the Security Trustee
                    shall
                    designate or approve not less than 24 hours before the time appointed
                    for
                    holding the meeting or adjourned meeting at which the named proxy
                    proposes
                    to vote and in default, the appointment of proxy shall not be
                    treated as
                    valid unless the chairman of the meeting decides otherwise before
                    such
                    meeting or adjourned meeting proceeds to business. A notarially
                    certified
                    copy proof as aforesaid (if applicable) of due execution shall
                    if required
                    by the Security Trustee be produced by the proxy at the meeting
                    or
                    adjourned meeting but the Security Trustee shall not thereby
                    be obliged to
                    investigate or be concerned with the validity 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)	
                  Any
                    vote given in accordance with the terms of an appointment of
                    proxy
                    conforming with clause 9(a) shall 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
                    shall have 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.

                


        

         

        
          
            
            

          

          
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              78

            
              

            

          

          
            
            

          

        

        
          
            
               

              Security
                Trust Deed - SMHL Global Fund 2007-1

               

            

            
              
                
                  

                

                
                  
                    
                      
                        	
                                10

                              	 	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Corporate
                                                                  Representatives

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              


                      

                    

                  

                

              

            

          

        

         

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

         

        
          
            
              

            

            
              
                
                  
                    	
                            11

                          	 	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              Rights
                                                                of
                                                                Representatives

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

          

        

         

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

         

        
          
            
              

            

            
              
                
                  
                    	
                            12

                          	 	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                Extraordinary
                                                                  Resolutions

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                

              

            

          

        

         

        
          	
                	(a)	
                  A
                    meeting of Voting Secured Creditors shall, without prejudice
                    to any rights
                    or powers conferred on other persons by the Security Trust Deed,
                    have
                    power exercisable by Extraordinary
                    Resolution:

                


        

         

        
          	
                	(1)	
                  to
                    direct the Security Trustee in the action that should be taken
                    by it
                    following the occurrence of an Event of Default or the charge
                    or the
                    Security Trust Deed becoming
                    enforceable;

                


        

         

        
          	
                	(2)	
                  to
                       sanction any action that the Security Trustee or a Receiver
                    proposes to
                    take to enforce the provisions of the Security Trust
                    Deed;

                


        

         

        
          	
                	(3)	
                  to
                    sanction any proposal by the Manager, the Issuing 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
                    Issuing Trustee or the Manager whether such rights shall arise
                    under the
                    Security Trust Deed, the Secured Documents or
                    otherwise;

                


        

         

        
          	
                	(4)	
                  subject
                    to clause 12(b)(2), to postpone the day when the Secured Moneys
                    or any
                    part thereof become payable and to suspend or postpone for a
                    time the
                    payment of the Secured Moneys or any part
                    thereof;

                


        

         

        
          	
                	(5)	
                  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 Issuing Trustee or any other body corporate
                    formed or to
                    be formed;

                


        

         

        
          
            
            

          

          
            page
              79

            
              

            

          

          
            
            

          

        

        
           

          Security
            Trust Deed - SMHL Global Fund 2007-1

           

        

        
          	
                	(6)	
                  to
                    assent to any modification of the provisions contained in the
                    Security
                    Trust Deed or Notes which shall be proposed by the Issuing Trustee,
                    the
                    Manager or the Security Trustee;

                


        

         

        
          	
                	(7)	
                  toassent
                    to any alteration, addition or modification of the Master Trust
                    Deed or
                    the Supplementary Bond Terms Notice which shall be proposed by
                    the Issuing
                    Trustee or the Manager;

                


        

         

        
          	
                	(8)	
                  to
                    give any authority, direction, guidance or sanction sought by
                    the Security
                    Trustee from the Voting Secured
                    Creditors;

                


        

         

        
          	
                	(9)	
                  to
                    appoint any persons (whether Voting Secured Creditors or not)
                    as a
                    committee or committees to represent the interests of the Voting
                    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;

                


        

         

        
          	
                	(10)	
                  to
                    approve a person proposed to be appointed as a new Security Trustee
                    under
                    the Security Trust Deed and power to remove any Security Trustee
                    for the
                    time being thereof;

                


        

         

        
          	
                	(11)	
                  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;

                


        

         

        
          	
                	(12)	
                  to
                    do any other thing which under the Security Trust Deed is required
                    to be
                    given by an Extraordinary Resolution of the Secured
                    Creditors;

                


        

         

        
          	
                	(13)	
                  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;
                    and

                


        

         

        
          	
                	(14)	
                  to
                    determine whether the Security Trustee should or should not perform
                    any
                    act and any such Extraordinary Resolution will (where relevant
                    and in
                    accordance with clause 16.3 of the Security Trust Deed) override
                    any
                    decision by the Note Trustee.

                


        

         

        
          	
                	(b)	
                  A
                    meeting of Voting Secured Creditors shall not have power in relation
                    to
                    any Secured Creditor (without the consent of each such Secured
                    Creditor)
                    to:

                


        

         

        
          	
                	(1)	
                  release
                    any obligation to pay any of the Secured Moneys to that Secured
                    Creditor;

                


        

         

        
          	
                	(2)	
                  alter
                    any date upon which any of the Secured Moneys is payable or otherwise
                    do
                    any thing referred to in clause 12(a)(4);


                


        

         

        
          	
                	(3)	
                  alter
                    the amount of any payment of any part of the Secured Moneys;
                    or

                


        

         

        
          	
                	(4)	
                  alter
                    clause 12.1 of the Security Trust Deed in relation to that Secured
                    Creditor without the consent of that Secured
                    Creditor.

                


        

         

        
          
            
            

          

          
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              80

            
              

            

          

          
            
            

          

        

         

        Security
          Trust Deed - SMHL Global Fund 2007-1


        
           

          
            
              
                

              

              
                
                  
                    
                      	
                              13

                            	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    Resolution
                                                                      Binding on
                                                                      Voting Secured
                                                                      Creditors

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

        

         

        Subject
          to clause 12(b), a resolution passed at a meeting of the Voting Secured
          Creditors duly convened and held in accordance with this Schedule 1 shall
          be
          binding upon all Voting Secured Creditors whether or not present at such
          meeting
          and each of the Voting Secured Creditors and the Issuing Trustee, the Manager
          and the Security Trustee shall be bound to give effect thereto
          accordingly.

        
           

          
            
              
                

              

              
                
                  
                    
                      	
                              14

                            	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    Minutes
                                                                      and
                                                                      Records

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                     

                  

                

              

            

          

        

        Minutes
          of all resolutions and proceedings at every such meeting as aforesaid shall
          be
          made and duly entered in the books to be from time to time provided for
          that
          purpose by the Security Trustee and any such minutes as aforesaid 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 of the Voting Secured Creditors shall be conclusive evidence of
          the
          matters therein contained and until the contrary is proved provided every
          such
          meeting in respect of the proceedings of which minutes have been made and
          signed
          as aforesaid shall be deemed to have been duly convened and held and all
          resolutions passed or proceedings transacted thereat to have been duly
          passed
          and transacted.

        
           

          
            
              
                

              

              
                
                  
                    
                      	
                              15

                            	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    Written
                                                                      Resolutions

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

        

         

        Notwithstanding
          the preceding provisions of this Schedule 1, a resolution of all the Voting
          Secured Creditors (including an Extraordinary Resolution) may be passed,
          without
          any meeting or previous notice being required, by an instrument or instruments
          in writing which 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

                


        

         

        
          	
                	(b)	
                  any
                    such instrument shall be effective upon presentation to the Voting
                    Security Trustee for entry in the records referred to in clause
                    14.

                


        

        
           

          
            
              
                

              

              
                
                  
                    
                      	
                              16

                            	 	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    Further
                                                                      Procedures
                                                                      for
                                                                      Meetings

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                  

                

              

            

          

        

         

        Subject
          to all other provisions contained in 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 thereat as the Security Trustee may
          in its
          sole discretion determine including particularly (but without prejudice
          to the
          generality of the above) such regulations and requirements as the Security
          Trustee thinks reasonable:

         

        
          	
                	(a)	
                  so
                    as to satisfy itself that persons are in fact Voting Secured
                    Creditors who
                    purport to requisition a meeting or who purport to make any requisition
                    to
                    the Security Trustee in accordance with the Security Trust
                    Deed;

                


        

         

        
          
            
            

          

          
            page
              81

            
              

            

          

          
            
            

          

        

        
           

          Security
            Trust Deed - SMHL Global Fund 2007-1

           

        

        
          	
                	(b)	
                  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 Schedule 1 and the Security Trust Deed;
                    and

                


        

         

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

                


        

         

        


        
          
            
            

          

          
            page
              82

            
              

            

          

          
            
            

          

        

         

           

          Security
            Trust Deed - SMHL Global Fund 2007-1

           

          
            

          

        

      

      Schedule
        2 - Report on assessment of compliance with Regulation AB servicing
        criteria

       

      


       

      ME
        Portfolio Management Limited

      Level
        16

      360
        Collins Street

      Melbourne
        VIC 3000

      


       

      [________________]
        (the "Asserting
        Party")
        is responsible for assessing compliance as of June 30, [ ]
        and for the period from [  ]
        (date of issuance of SMHL Global Fund 2007-1) through June 30, [          ]
        (the "Reporting
        Period")
        with the servicing criteria set forth in Section 229.1122(d) of the Code
        of
        Federal Regulations (the "CFR"),
        except for criteria 229.1122(d)[insert
        section numbers in Regulation AB that are not applicable to Asserting
        Party]
        of the CFR, which have not been determined pursuant to the transaction documents
        for the SMHL Global Fund 2007-1 to be, and the Asserting Party has concluded
        are
        not, servicing criteria that the Asserting Party performs, or in which the
        Asserting Party participates, in relation to the SMHL Global Fund 2007-1
        (the
        "Applicable
        Servicing Criteria").
        This assessment of compliance is provided in relation to SMHL Global Fund
        2007-1.

       

      The
        Asserting Party has assessed its compliance with the Applicable Servicing
        Criteria for the Reporting Period and has concluded that the Asserting Party
        has
        complied, in all material respects, with the Applicable Servicing Criteria
        in
        relation to SMHL Global Fund 2007-1.

       

      [____________],
        an independent registered public accounting firm, has issued an attestation
        report on the assessment of compliance with the Applicable Servicing Criteria
        for the Reporting Period as set forth in this assertion.

       

       

      [NAME
        OF ASSERTING PARTY]

      


       

      Date:     

      


       

      By:

      Name:
             

       

      Title:
             

       

      
        
          
          

        

        
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            83

          
            

          

        

        
          
          

        

      

       

        Security
          Trust Deed - SMHL Global Fund 2007-1

         

        
          

        

      

      Schedule
        3 - Servicing criteria to be addressed in assessment of
        compliance

      
        

          
            	
                    SERVICING
                      CRITERIA

                  	
                    APPLICABLE
                      SERVICING CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	 
	 	
                    General
                      Servicing Considerations

                  	 
	
                    1122(d)(1)(i)

                  	
                    Policies
                      and procedures are instituted to monitor any performance or
                      other triggers
                      and events of default in accordance with the transaction
                      agreements.

                  	 
	
                    1122(d)(1)(ii)

                  	
                    If
                      any material servicing activities are outsourced to third parties,
                      policies and procedures are instituted to monitor the third
                      party’s
                      performance and compliance with such servicing activities.

                  	 
	
                    1122(d)(1)(iii)

                  	
                    Any
                      requirements in the transaction agreements to maintain a back-up
                      servicer
                      for the mortgage loans are maintained.

                  	 
	
                    1122(d)(1)(iv)

                  	
                    A
                      fidelity bond and errors and omissions policy is in effect
                      on the party
                      participating in the servicing function throughout the reporting
                      period in
                      the amount of coverage required by and otherwise in accordance
                      with the
                      terms of the transaction agreements.

                  	 
	 	
                    Cash
                      Collection and Administration

                  	 
	
                    1122(d)(2)(i)

                  	
                    Payments
                      on mortgage loans are deposited into the appropriate custodial
                      bank
                      accounts and related bank clearing accounts no more than two
                      business days
                      following receipt, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                    1122(d)(2)(ii)

                  	
                    Disbursements
                      made via wire transfer on behalf of an obligor or to an investor
                      are made
                      only by authorized personnel.

                  	 
	
                    1122(d)(2)(iii)

                  	
                    Advances
                      of funds or guarantees regarding collections, cash flows or
                      distributions,
                      and any interest or other fees charged for such advances, are
                      made,
                      reviewed and approved as specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(2)(iv)

                  	
                    The
                      related accounts for the transaction, such as cash reserve
                      accounts or
                      accounts established as a form of overcollateralization, are
                      separately
                      maintained (e.g., with respect to commingling of cash) as set
                      forth in the
                      transaction agreements.

                  	 
	
                    1122(d)(2)(v)

                  	
                    Each
                      custodial account is maintained at a federally insured depository
                      institution as set forth in the transaction agreements. For
                      purposes of
                      this criterion, "federally insured depository institution"
                      with respect to
                      a foreign financial institution means a foreign financial institution
                      that
                      meets the requirements of Rule 13k-1(b)(1) of the Securities
                      Exchange
                      Act.

                  	 
	
                    1122(d)(2)(vi)

                  	
                    Unissued
                      checks are safeguarded so as to prevent unauthorized
                      access.

                  	 


          

           

          
            
              
              

            

            
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                84

              
                

              

            

            
              
              

            

          

           

            Security
              Trust Deed - SMHL Global Fund 2007-1

             

          

          
            	
                    SERVICING
                      CRITERIA

                  	
                    APPLICABLE
                      SERVICING CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    1122(d)(2)(vii)

                  	
                    Reconciliations
                      are prepared on a monthly basis for all asset-backed securities
                      related
                      bank accounts, including custodial accounts and related bank
                      clearing
                      accounts. These reconciliations are (A) mathematically accurate;
                      (B)
                      prepared within 30 calendar days after the bank statement cutoff
                      date, or
                      such other number of days specified in the transaction agreements;
                      (C)
                      reviewed and approved by someone other than the person who
                      prepared the
                      reconciliation; and (D) contain explanations for reconciling
                      items. These
                      reconciling items are resolved within 90 calendar days of their
                      original
                      identification, or such other number of days specified in the
                      transaction
                      agreements.

                  	 
	 	
                    Investor
                      Remittances and Reporting

                  	 
	
                    1122(d)(3)(i)

                  	
                    Reports
                      to investors, including those to be filed with the Commission,
                      are
                      maintained in accordance with the transaction agreements and
                      applicable
                      Commission requirements. Specifically, such reports (A) are
                      prepared in
                      accordance with timeframes and other terms set forth in the
                      transaction
                      agreements; (B) provide information calculated in accordance
                      with the
                      terms specified in the transaction agreements; (C) are filed
                      with the
                      Commission as required by its rules and regulations; and (D)
                      agree with
                      investors’ or the trustee’s records as to the total unpaid principal
                      balance and number of mortgage loans serviced by the
                      Servicer.

                  	 
	
                    1122(d)(3)(ii)

                  	
                    Amounts
                      due to investors are allocated and remitted in accordance with
                      timeframes,
                      distribution priority and other terms set forth in the transaction
                      agreements.

                  	 
	
                    1122(d)(3)(iii)

                  	
                    Disbursements
                      made to an investor are posted within two business days to
                      the Servicer’s
                      investor records, or such other number of days specified in
                      the
                      transaction agreements.

                  	 
	
                    1122(d)(3)(iv)

                  	
                    Amounts
                      remitted to investors per the investor reports agree with cancelled
                      checks, or other form of payment, or custodial bank
                      statements.

                  	 
	 	
                    Pool
                      Asset Administration

                  	 
	
                    1122(d)(4)(i)

                  	
                    Collateral
                      or security on mortgage loans is maintained as required by
                      the transaction
                      agreements or related mortgage loan documents.

                  	 
	
                    1122(d)(4)(ii)

                  	
                    Mortgage
                      loan and related documents are safeguarded as required by the
                      transaction
                      agreements

                  	 
	
                    1122(d)(4)(iii)

                  	
                    Any
                      additions, removals or substitutions to the asset pool are
                      made, reviewed
                      and approved in accordance with any conditions or requirements
                      in the
                      transaction agreements.

                  	 
	
                    1122(d)(4)(iv)

                  	
                    Payments
                      on mortgage loans, including any payoffs, made in accordance
                      with the
                      related mortgage loan documents are posted to the Servicer’s obligor
                      records maintained no more than two business days after receipt,
                      or such
                      other number of days specified in the transaction agreements,
                      and
                      allocated to principal, interest or other items (e.g., escrow)
                      in
                      accordance with the related mortgage loan documents.

                  	 


          

           

          
            
              
              

            

            
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                85

              
                

              

            

            
              
              

            

          

           

            Security
              Trust Deed - SMHL Global Fund 2007-1

             

          

          
            	
                    SERVICING
                      CRITERIA

                  	
                    APPLICABLE
                      SERVICING CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    1122(d)(4)(v)

                  	
                    The
                      Servicer’s records regarding the mortgage loans agree with the Servicer’s
                      records with respect to an obligor’s unpaid principal
                      balance.

                  	 
	
                    1122(d)(4)(vi)

                  	
                    Changes
                      with respect to the terms or status of an obligor's mortgage
                      loans (e.g.,
                      loan modifications or re-agings) are made, reviewed and approved
                      by
                      authorized personnel in accordance with the transaction agreements
                      and
                      related pool asset documents.

                  	 
	
                    1122(d)(4)(vii)

                  	
                    Loss
                      mitigation or recovery actions (e.g., forbearance plans, modifications
                      and
                      deeds in lieu of foreclosure, foreclosures and repossessions,
                      as
                      applicable) are initiated, conducted and concluded in accordance
                      with the
                      timeframes or other requirements established by the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(viii)

                  	
                    Records
                      documenting collection efforts are maintained during the period
                      a mortgage
                      loan is delinquent in accordance with the transaction agreements.
                      Such
                      records are maintained on at least a monthly basis, or such
                      other period
                      specified in the transaction agreements, and describe the entity’s
                      activities in monitoring delinquent mortgage loans including,
                      for example,
                      phone calls, letters and payment rescheduling plans in cases
                      where
                      delinquency is deemed temporary (e.g., illness or
                      unemployment).

                  	 
	
                    1122(d)(4)(ix)

                  	
                    Adjustments
                      to interest rates or rates of return for mortgage loans with
                      variable
                      rates are computed based on the related mortgage loan
                      documents.

                  	 
	
                    1122(d)(4)(x)

                  	
                    Regarding
                      any funds held in trust for an obligor (such as escrow accounts):
                      (A) such
                      funds are analyzed, in accordance with the obligor’s mortgage loan
                      documents, on at least an annual basis, or such other period
                      specified in
                      the transaction agreements; (B) interest on such funds is paid,
                      or
                      credited, to obligors in accordance with applicable mortgage
                      loan
                      documents and state laws; and (C) such funds are returned to
                      the obligor
                      within 30 calendar days of full repayment of the related mortgage
                      loans,
                      or such other number of days specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(xi)

                  	
                    Payments
                      made on behalf of an obligor (such as tax or insurance payments)
                      are made
                      on or before the related penalty or expiration dates, as indicated
                      on the
                      appropriate bills or notices for such payments, provided that
                      such support
                      has been received by the servicer at least 30 calendar days
                      prior to these
                      dates, or such other number of days specified in the transaction
                      agreements.

                  	 
	
                    1122(d)(4)(xii)

                  	
                    Any
                      late payment penalties in connection with any payment to be
                      made on behalf
                      of an obligor are paid from the servicer’s funds and not charged to the
                      obligor, unless the late payment was due to the obligor’s error or
                      omission.

                  	 


          

           

          
            
              
              

            

            
              page
                86

              
                

              

            

            
              
              

            

          

           

            Security
              Trust Deed - SMHL Global Fund 2007-1

             

          

          
            	
                    SERVICING
                      CRITERIA

                  	
                    APPLICABLE
                      SERVICING CRITERIA

                  
	
                    Reference

                  	
                    Criteria

                  	 
	
                    1122(d)(4)(xiii)

                  	
                    Disbursements
                      made on behalf of an obligor are posted within two business
                      days to the
                      obligor’s records maintained by the servicer, or such other number
                      of days
                      specified in the transaction agreements.

                  	 
	
                    1122(d)(4)(xiv)

                  	
                    Delinquencies,
                      charge-offs and uncollectible accounts are recognized and recorded
                      in
                      accordance with the transaction agreements.

                  	 
	
                    1122(d)(4)(xv)

                  	
                    Any
                      external enhancement or other support, identified in Item 1114(a)(1)
                      through (3) or Item 1115 of Regulation AB, is maintained as
                      set forth in
                      the transaction agreements.

                  	 


          

        

      

       

       

      
        
          
          

        

        
          page
            87

          
            

          

        

        
          
          

        

      

       

        Security
          Trust Deed - SMHL Global Fund 2007-1

         

      

      
        

      


      Executed
        as a deed:

      


      Signed
        sealed and delivered for

      Perpetual
        Limited 

      by
        its attorney in the

      presence
        of:

       

      

        
          	/s/
                  Jessica Au	 	/s/
                  Craig Cullen
	
                  Witness

                	 	
                  Attorney

                
	 	 	 
	Jessica
                  Au	 	Craig
                  Cullen
	
                  Name
                    (please print)

                	 	
                  Name
                    (please print)

                


        

      

      


       

      Signed
        sealed and delivered for

      ME
        Portfolio Management Limited 

      by
        its attorney in the

      presence
        of:

       

      
        

          
            	/s/
                    Vicki Linton	 	/s/
                    Timothy D. Boston
	
                    Witness

                  	 	
                    Attorney

                  
	 	 	 
	Vicki
                    Linton	 	Timothy
                    D. Boston
	
                    Name
                      (please print)

                  	 	
                    Name
                      (please print)

                  


          

        

      

       

      


      Signed
        sealed and delivered for

      Perpetual
        Trustee Company Limited 

      by
        its attorney in the

      presence
        of:

       

      
        

          
            	/s/
                    Jessica Au	 	/s/
                    Craig Cullen
	
                    Witness

                  	 	
                    Attorney

                  
	 	 	 
	Jessica
                    Au	 	Craig
                    Cullen
	
                    Name
                      (please print)

                  	 	
                    Name
                      (please print)

                  


          

        

      

      


       

      
        
          
          

        

        
          page
            88

          
            

          

        

        
          
          

        

      

      
         

        Security
          Trust Deed - SMHL Global Fund 2007-1

         

      

      Executed
        for
        

      and
        on behalf of 

      The
        Bank of New York

      by
        its Authorised Officer in the

      presence
        of:

       

      
        

          
            	
                    /s/
                      Karon F. Greene

                  	 	
                    /s/
                      Edward R. Bauzyk

                  
	
                    Witness

                  	 	
                    Authorised
                      Officer

                  
	 	 	 
	
                    Karon
                      F. Greene
Assistant Vice President

                  	 	
                    Edward
                      R. Bauzyk
Vice President

                  
	
                    Name
                      (please print)

                  	 	
                    Name
                      (please print)

                  


          

        

      

       

      


      
        
          
          

        

        
          page
            89