<PAGE>

                                                                    Exhibits 4.4


Series [*] WST Trust
Security Trust Deed
---------------------------------

Westpac Securities Administration Limited
(Chargor)

[Perpetual Trustee Company Limited]
(Security Trustee)

Westpac Securitisation Management Pty Limited
(Trust Manager)

[*]
(Note Trustee)

Allen Allen & Hemsley
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61  2 9230 4000
Fax  61  2 9230 5333

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Series [*] WST Trust Security Trust Deed                   Allen Allen & Hemsley
--------------------------------------------------------------------------------

Table of Contents

<TABLE>
<CAPTION>
<S>                                                                      <C>
1.   Definitions and interpretation                                       1

     1.1  Definitions                                                     1

     1.2  Master Trust Deed definitions and Trust Document amendments     5

     1.3  Interpretation                                                  5

     1.4  Determination, statement and certificate sufficient evidence    6

     1.5  Document or agreement                                           6

     1.6  Rights and obligations of Mortgagees                            6

     1.7  Transaction Document                                            6

     1.8  Trustee as trustee                                              6


2.   Appointment of Security Trustee                                      7

     2.1  The Security Trustee                                            7

     2.2  Resolution of Conflicts                                         7

     2.3  Duration of Trust                                               7

     2.4  Covenant                                                        7


3.   Charge                                                               8

     3.1  Charge                                                          8

     3.2  Security                                                        8

     3.3  Prospective liability                                           8


4.   Nature of charge                                                     8

     4.1  Priority                                                        8

     4.2  Nature of Charge                                                8

     4.3  Dealing with Mortgaged Property                                 8

     4.4  Crystallisation                                                 9

     4.5  De-crystallisation                                             10


5.   Covenants and warranties                                            10

     5.1  Covenant                                                       10

     5.2  Negative covenants                                             10

     5.3  Warranty                                                       11
</TABLE>


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                                                                        Page (i)
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<TABLE>
<S>                                                                     <C>
     5.4  Trust Manager's undertakings                                   12


6.   Further assurances                                                  12

     6.1  Further assurances                                             12


7.   Note Trustee                                                        13

     7.1  Capacity                                                       13

     7.2  Exercise of rights                                             13

     7.3  Instructions or directions                                     13

     7.4  Payments                                                       13

     7.5  Notices                                                        13


8.   Events of Default                                                   13

     8.1  Events of Default                                              13

     8.2  Rights of the Security Trustee upon Event of Default           15

     8.3  Notify Events of Default                                       15


9.   Enforcement                                                         15

     9.1  Power to enforce                                               15

     9.2  No obligation to enforce                                       15

     9.3  Obligation to convene meeting                                  16

     9.4  Security Trustee to act in accordance with directions          16

     9.5  Security Trustee must receive indemnity                        16

     9.6  Limitation on rights of Mortgagees                             17

     9.7  Immaterial waivers                                             17

     9.8  Acts pursuant to resolutions                                   17

     9.9  Overriding provision                                           18


10.  Appointment of Receiver                                             18

     10.1  Appointment                                                   18

     10.2  Agent of Chargor                                              18

     10.3  Receiver's powers                                             18

     10.4  Receiver appointed after commencement of winding up           21

     10.5  Powers exercisable by the Security Trustee                    21

     10.6  Withdrawal                                                    21
</TABLE>

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                                                                       Page (ii)
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<TABLE>
<S>                                                                     <C>
11.  Remuneration of Security Trustee                                    22

     11.1  Costs                                                         22

     11.2  Fee                                                           22

     11.3  Cessation of Fee                                              22

12.  Power of Attorney                                                   22


13.  Completion of blank securities                                      23


14.  Performance of Chargor's obligations                                23


15.  Statutory powers                                                    23

     15.1  Powers in augmentation                                        23

     15.2  Notice not required                                           23


16.  Application of moneys received                                      24

     16.1  Priorities                                                    24

     16.2  Moneys actually received                                      25

     16.3  Amounts contingently due                                      25

     16.4  Notice of subsequent Security Interests                       25

     16.5  Satisfaction of debts                                         26

     16.6  Payments into US$ Account                                     26

     16.7  Payments out of US$ Account                                   26

     16.8  Excluded amounts                                              26


17.  Other Security Interests over Mortgaged Property                    27


18.  Protection of Mortgagees, Receiver and Attorney                     27


19.  Protection of third parties                                         27

     19.1  No enquiry                                                    27

     19.2  Receipt                                                       28


20.  Expenses, indemnity                                                 28

     20.1  Expenses                                                      28

     20.2  Indemnity                                                     29
</TABLE>

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                                                                      Page (iii)
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21.  Currency indemnity                                                    29

22.  Stamp duties                                                          29

23.  Interest on overdue amounts                                           30
     23.1  Accrual                                                         30
     23.2  Payment                                                         30
     23.3  Rate                                                            30

24.  Certificate as to amount of Secured Moneys, etc.                      30

25.  Survival of representations                                           30

26.  Indemnity and reimbursement obligations                               31

27.  Continuing security                                                   31

28.  Other securities                                                      31

29.  Discharge of the Charge                                               31
     29.1  Release                                                         31
     29.2  Contingent liabilities                                          32
     29.3  Charge reinstated                                               32

30.  Amendment                                                             32
     30.1  Approval of Trust Manager                                       32
     30.2  Extraordinary Resolution of Voting Mortgagees                   33
     30.3  Distribution of amendments                                      33

31.  Limited recourse                                                      33

     31.1  General                                                         33
     31.2  Liability of Chargor limited to its right to indemnity          33
     31.3  Rights against Mortgaged Property preserved                     34
     31.4  Unrestricted remedies                                           35
     31.5  Restricted remedies                                             35

32.  Waivers, remedies cumulative                                          35

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                                                                      Page (iv)
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33.  Consents and opinion                                                 35

34.  Severability of provisions                                           36

35.  Moratorium legislation                                               36

36.  Assignments                                                          36

37.  Notices                                                              37

38.  Relationship of Mortgagees to Security Trustee                       37
     38.1  Instructions; extent of discretion                             37
     38.2  No obligation to investigate authority                         37
     38.3  Delegation                                                     38
     38.4  Reliance on documents and experts                              38
     38.5  Notice of transfer                                             38
     38.6  Notice of default                                              38
     38.7  Security Trustee as Mortgagee                                  39
     38.8  Indemnity to Security Trustee                                  39
     38.9  Independent investigation                                      40
     38.10 No monitoring                                                  40
     38.11 Information                                                    41
     38.12 Conflicts                                                      41
     38.13 No Liability                                                   41
     38.14 Security Trustee liability                                     42

39.  Retirement and removal of Security Trustee                           42
     39.1  Retirement                                                     42
     39.2  Removal                                                        42
     39.3  Replacement                                                    43

40.  Meetings of Mortgagees                                               44
     40.1  Limitation on Security Trustee's powers                        44
     40.2  Convening of meetings                                          44
     40.3  Notice of meetings                                             45
     40.4  Chairman                                                       45

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                                                                        Page (v)
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     40.5  Quorum                                                          45
     40.6  Adjournment                                                     46
     40.7  Voting procedure                                                46
     40.8  Right to attend and speak                                       47
     40.9  Appointment of Proxies                                          47
     40.10 Corporate Representatives                                       48
     40.11 Rights of Representatives                                       48
     40.12 Extraordinary Resolutions                                       48
     40.13 Extraordinary Resolution binding on Mortgagees                  50
     40.14 Minutes and records                                             50
     40.15 Written resolutions                                             50
     40.16 Further procedures for meetings                                 50
     40.17 Noteholder Mortgagees' rights                                   51

41.  Authorised Signatories                                                52

42.  Governing law and jurisdiction                                        52

43.  Counterparts                                                          52

44.  Set-off                                                               52

45.  Acknowledgement by chargor                                            52

46.  Information memorandum                                                53

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                                                                      Page (vi)
<PAGE>

Series [*] WST Trust Security Trust Deed                   Allen Allen & Hemsley
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Date          [*]
----------

Parties
----------

        1.    Westpac Securities Administration Limited (ACN 000 049 472) of
              Level 10, 130 Pitt Street, Sydney, New South Wales, in its
              capacity as trustee of the Series [*] WST Trust (the Chargor);

        2.    [Perpetual Trustee Company Limited (ACN 000 001 007) of Level 7,
              39 Hunter Street, Sydney, New South Wales (the Security Trustee,
              which expression includes its successor for the time being as
              security trustee under this deed);]

        3.    Westpac Securitisation Management Pty Limited (ACN 081 709 211) of
              Level 25, 60 Martin Place, Sydney, New South Wales (the Trust
              Manager); and

        4.    [*] of [*] (Note Trustee, which expression shall, wherever the
              context requires, include any other person or company for the time
              being a note trustee under the Note Trust Deed).

Recitals
----------

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

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

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

        D     The Note Trustee enters into this deed for itself and as trustee
              for each Class A Noteholder.
--------------------------------------------------------------------------------

IT IS AGREED as follows.

1.      Definitions and interpretation
--------------------------------------------------------------------------------

1.1     Definitions

        The following definitions apply unless the context requires otherwise.

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

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                                                                          Page 1
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Series [*] WST Trust Security Trust Deed                   Allen Allen & Hemsley
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     Charge means the charge created by this deed.

     Chargor's Indemnity means:

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

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

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

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

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

     Extraordinary Resolution in relation to the Voting Mortgagees means:

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

     (b)  a resolution in writing pursuant to clause 40.15 signed by all the
          Voting Mortgagees or all of the class of Voting Mortgagees (as the
          case may be).

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

     (a)  to pay or to purchase;

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

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

     (d)  to be responsible otherwise for,

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

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

     Master Trust Deed means the Master Trust Deed for the WST Trusts dated 14
     February 1997 between the Chargor as Trustee and the Trust Manager.

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

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                                                                          Page 2
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     Mortgagee means:

     (a)  the Security Trustee in relation to its rights (held in its own right
          or for the benefit of other Mortgagees) under this deed;

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

     (c)  any Registered Noteholder, in relation to its rights under the Notes
          held by it;

     (d)  any Approved Seller in relation to any relevant Accrued Interest
          Adjustment;

     (e)  Westpac in relation to any Redraws;

     (f)  the Trust Manager in relation to its rights as Trust Manager under the
          Trust Documents for the Trust;

     (g)  any Support Facility Provider in relation to its rights under each
          Support Facility for the Trust (other than a Mortgage Insurance
          Policy) to which it is a party;

     (h)  the Note Trustee in relation to its rights (held on its own right or
          for the benefit of any Class A Noteholders) under the Transaction
          Documents; or

     (i)  each Note Party in relation to its rights under the Transaction
          Documents.

     Note Trustee means [*], in its own capacity and as agent for the Class A
     Noteholders from time to time.

     Noteholder Mortgagees means, together:

     (a)  the Note Trustee on behalf of the Class A Noteholders; and

     (b)  each Class B Noteholder.

     Notice of Creation of Trust means the Notice of Creation of Trust dated [*]
     issued under the Master Trust Deed in relation to the Trust.

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

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

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

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

     Relevant Trust means a trust other than the Trust, constituted under the
     Master Trust Deed, of which the Chargor is a trustee.

     Representative means:

     (a)  in the case of a Class A Noteholder, the Note Trustee (as its
          representative);

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

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

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

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

     Where the Chargor would have been liable but for its Liquidation, it will
     be taken still to be liable.

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

     Settlor means [*].

     Trust means the trust known as the Series [*] WST Trust established under
     the Notice of Creation of Trust, the Master Trust Deed and the Series
     Notice.

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

     Trust Document means each of:

     (a)  this deed;

     (b)  the Master Trust Deed;

     (c)  the Series Notice;

     (d)  the Notice of Creation of Trust;

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

     (f)  each Note;

     (g)  each Support Facility for the Trust;

     (h)  the Agency Agreement; and

     (i)  the Note Trust Deed.

     Trust Fund means each amount held by the Security Trustee under clause 2.1
     of this deed together with any other property and benefits which the
     Security Trustee receives, has vested in it or otherwise acquires to hold
     on the trust established under this deed including, without limitation, all
     the right, title and interest of the Security Trustee in connection with
     the Charge and any property which represents the proceeds of sale of any
     such property or proceeds of enforcement of the Charge.

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                                                                          Page 4
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     Vesting Date means the day preceding the earliest of:

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

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

     (c)  the day after the Charge Release Date.

     Voting Mortgagee means:

     (a)  for so long as the Secured Moneys of the Class A Noteholders and the
          Class B Noteholders are 75% or more of total Secured Moneys, the
          Noteholder Mortgagees alone; and

     (b)  at any other time (subject to clause 40.17):

          (i)  the Note Trustee, acting on behalf of the Class A Noteholders
               under the Note Trust Deed and clause 7; and

          (ii) each other Mortgagee (other than a Class A Noteholder).

1.2  Master Trust Deed definitions and Trust Document amendments

     (a)  Words and expressions which are defined in the Master Trust Deed (as
          amended by the Series Notice) and the Series Notice (including in each
          case by reference to another agreement) have the same meanings when
          used in this deed unless the context otherwise requires or unless
          otherwise defined in this deed.

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

1.3  Interpretation

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

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

     (b)  an Event of Default subsists until it has been waived in writing by
          the Security Trustee;

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

     (d)  wilful default means, in respect of the Security Trustee, any wilful
          failure to comply with or wilful breach of any of its obligations
          under this deed, other than a wilful failure or wilful breach which:

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                                                                          Page 5
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Series [*] WST Trust Security Trust Deed                   Allen Allen & Hemsley
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           (i)   is in accordance with a lawful court order or direction or
                 otherwise required by law; or

           (ii)  is in accordance with an instruction or direction from the Note
                 Trustee or the Voting Mortgagees.

1.4   Determination, statement and certificate sufficient evidence

      Except where otherwise provided in this deed any determination, statement
      or certificate by the Security Trustee or an Authorised Signatory of the
      Security Trustee provided for in this deed is sufficient evidence of each
      thing determined, stated or certified until proven wrong.

1.5   Document or agreement

      A reference to:

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

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

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

1.6   Rights and obligations of Mortgagees

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

      (b)  No Mortgagee is entitled to enforce this deed or any Collateral
           Security other than through the Security Trustee.

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

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

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

1.7   Transaction Document

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

1.8   Trustee as trustee

      In this deed, except where provided to the contrary:

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

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                                                                          Page 6
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Series [*] WST Trust Security Trust Deed                   Allen Allen & Hemsley
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      (b)   a reference to the assets, business, property or undertaking of the
            Chargor is a reference to the assets, business, property or
            undertaking of the Chargor only in the capacity described in
            paragraph (a) above.

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

2.1   The Security Trustee

      The Security Trustee:

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

      (b)   acknowledges and declares that it:

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

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

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

2.2   Resolution of Conflicts

      (a)   Subject to the provisions of this deed, if there is at any time a
            conflict between a duty owed by the Security Trustee to any
            Mortgagees or class of Mortgagees, and a duty owed by it to another
            Mortgagee or class of Mortgagee, the Security Trustee must give
            priority to the interests of the Noteholders (which in the case of
            the Class A Noteholders shall be determined by the Note Trustee
            acting on their behalf (as provided in clause 40.17 )).

      (b)   Subject to the provisions of this deed (other than paragraph (a)),
            the Security Trustee must give priority to the interests only of the
            Class A Noteholders, the holders of the RFSs and the holders of the
            RFS Class A Notes if, in the Security Trustee's opinion, there is a
            conflict between the interests of the Class A Noteholders, the
            holders of the RFSs and the holders of the RFS Class A Notes and the
            interests of the Class B Noteholders or the other persons entitled
            to the benefit of the Charge.

      (c)   Provided that the Security Trustee acts in good faith, it shall not
            incur any liability to any Mortgagee for giving effect to paragraph
            (a) or (b).

2.3   Duration of Trust


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

2.4   Covenant

      The Security Trustee covenants for the benefit of Westpac that it will
      comply with clause 8.4(l)(i) of the Master Trust Deed in relation to any
      Receivable

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      Security which the Trustee or Westpac has notified to the Security Trustee
      is affected by a Trust Back.

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

3.1   Charge

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

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

3.2   Security

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

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

3.3   Prospective liability

      For the purpose of the Corporations Law the maximum prospective liability
      (as defined in the Corporations Law) secured by this deed at any time is
      A$[1,000,000,000,000] or its equivalent and the total amount recoverable
      under this deed is limited to A$]1,000,000,000,000].

4.    Nature of charge
--------------------------------------------------------------------------------

4.1   Priority

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

4.2   Nature of Charge

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

4.3   Dealing with Mortgaged Property

      (a)   Except with the prior written consent of the Security Trustee and
            (subject to clause 40.17(d)) the Noteholder Mortgagees, or as
            expressly permitted in any Trust Document, the Chargor shall not,
            and the Trust Manager shall not direct the Chargor to:

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                                                                          Page 8
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--------------------------------------------------------------------------------

          (i)   create or allow to exist any Security Interest over any
                Mortgaged Property; or

          (ii)  in any other way:

                (A)   dispose of;

                (B)   create or allow any interest in; or

                (C)   part with possession of,

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

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

4.4  Crystallisation

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

     (a)  in respect of any asset:


          (i)   upon notice to the Chargor from the Security Trustee (which it
                may only give following an Event of Default);

          (ii)  if without the prior written consent of the Security Trustee
                (and, subject to clause 40.17(d), the Noteholder Mortgagees),
                the Chargor:

                (A)   creates or allows any Security Interest over;

                (B)   sells, leases or otherwise disposes of;

                (C)   creates or allows any interest in; or

                (D)   parts with possession of,

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

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

                (A)   s218 or s255 of the Income Tax Assessment Act 1936;

                (B)   s74 of the Sales Tax Assessment Act 1992; or

                (C)   any similar legislation,

                which will affect that asset; or

          (iv)  on a Government Agency taking any step which may result in an
                amount of Tax or an amount owing to a

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                    Agency ranking ahead of the floating charge with respect to
                    that asset; or

      (b)    in respect of all the Mortgaged Property:

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

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

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

4.5   De-crystallisation

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

5.    Covenants and warranties
--------------------------------------------------------------------------------

5.1   Covenant

      (a)    The Chargor acknowledges its indebtedness to each Mortgagee in
             respect of the relevant Secured Moneys. The Chargor shall duly and
             punctually pay the Secured Moneys. After an Event of Default
             (whether or not it subsists) it will pay the Secured Moneys when
             demand is made under Clause 8.2.

      (b)    The Chargor shall use its best endeavours to ensure that no Event
             of Default occurs.

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

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

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

             (ii)   the Secured Moneys owing to each Mortgagee.

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

5.2   Negative covenants

      The Chargor shall not do, nor shall the Trust Manager direct the Chargor
      to do, any of the following without the prior written consent of the
      Security Trustee (and, subject to clause 40.17(d), the Noteholder
      Mortgagees) and

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      without prior written confirmation from the Designated Rating Agency of
      the rating for each class of Notes in relation to the Trust and the Notes
      except as permitted by this deed or the Master Trust Deed:

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

            (i)      the Notes;

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

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

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

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

      (c)   (other activities) not engage in any business or activity other than
            as contemplated in the Trust Documents;

      (d)   (bank accounts) not open any bank account not specified in the Trust
            Documents; and

      (e)   (Security Interest) not create any other Security Interest over the
            Mortgaged Property.

5.3   Warranty

      The Chargor makes the following representations and warranties.

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

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

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

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

     (e)  (Master Trust Deed) The Trust is constituted pursuant to the Master
          Trust Deed.

     (f)  (Right of indemnity) Except as expressly provided in the Master Trust
          Deed or the Series Notice or statute it has not limited in any way,
          and it has no liability which may be set off against, the Chargor's
          Indemnity.

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

5.4  Trust Manager's undertakings

     The Trust Manager undertakes to the Security Trustee to promptly give to
     the Security Trustee and the Note Trustee:

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

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

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

     (d)  upon request from the Security Trustee or the Note Trustee (as the
          case may be), a copy of each Trust Document and details and
          information relating to:

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

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

6.   Further assurances
--------------------------------------------------------------------------------

6.1  Further assurances

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

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

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

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

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

7.1  Capacity

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

7.2  Exercise of rights

     (a)  The rights, remedies and discretions of the Class A 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 Noteholders in accordance with the Note Trust Deed.

     (b)  The Class A Noteholders may only exercise enforcement rights in
          respect of the Mortgaged Property through the Note Trustee and only in
          accordance with this deed.

7.3  Instructions or directions

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

7.4  Payments

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

7.5  Notices

     Any notice to be given to a Class A Noteholder under this deed may be given
     to the Note Trustee or the Principal Paying Agent on behalf of that Class A
     Noteholder.

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

8.1  Events of Default

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

     (a)   (Failure to pay)  The Chargor fails to pay:
           (i)    any Coupon within 10 Business Days of the Payment Date on
                  which the Coupon was due to be paid, together with all
                  interest accrued and payable on that Coupon; and

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

      (b)  (Breach of obligation) The Chargor fails to perform or observe any
           other provisions (other than an obligation referred to in paragraph
           (a)) of this deed or a Trust Document where such failure will have an
           Adverse Effect and that default (if in the opinion of the Security
           Trustee capable of remedy (that opinion, subject to clause 40.17(d),
           having been approved in writing by the Noteholder Mortgagees)) is not
           remedied within 30 days after written notice (or such longer period
           as may be specified in the notice, that longer period, subject to
           clause 40.17(d), having been approved by the Noteholder Mortgagees)
           from the Security Trustee requiring the failure to be remedied.

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

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

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

      (f)  (Vitiation of Trust Documents)

           (i)   All or any part of any Trust Document (other than the Basis
                 Swap and Redraw Facility) is terminated or is or becomes void,
                 illegal, invalid, unenforceable or of limited force and effect;
                 or

           (ii)  a party becomes entitled to terminate, rescind or avoid all or
                 part of any Trust Document (other than the Basis Swap and
                 Redraw Facility).

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

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

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

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

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8.2  Rights of the Security Trustee upon Event of Default

     At any time after an Event of Default occurs, the Security Trustee may
     (subject to clause 40.17(d), with the prior written consent of the
     Noteholder Mortgagees), and shall (subject to clauses 9.2, 9.3, 9.4 and
     9.5) if so directed by an Extraordinary Resolution of the Voting
     Mortgagees:

     (a)  declare the Charge immediately enforceable;

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

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

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

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

8.3  Notify Events of Default

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

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

9.1  Power to enforce

     At any time after the Charge becomes enforceable, the Security Trustee may,
     at its discretion and without further notice (subject to the terms of this
     deed) take such proceedings as it may think fit to enforce any of the
     provisions of this deed but it may not (subject to clause 8.2) take any
     action referred to in clauses 8.2(a) to (d) (inclusive) unless directed to
     do so by an Extraordinary Resolution of Voting Mortgagees or a written
     resolution signed by all Voting Mortgagees.

9.2  No obligation to enforce

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

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9.3  Obligation to convene meeting

     Following the Security Trustee becoming actually aware of the occurrence of
     an Event of Default in accordance with Clause 38.6, it shall, subject to
     clause 9.7, promptly convene a meeting of the Voting Mortgagees in
     accordance with this deed, at which it shall seek directions from the
     Voting Mortgagees by way of an Extraordinary Resolution of the Voting
     Mortgagees (or a written resolution signed by all Voting Mortgagees)
     regarding the action it should take as a result of that Event of Default
     including whether to do any of the things referred to in clauses 8.2(a) to
     (d) inclusive.

9.4  Security Trustee to act in accordance with directions

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

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

           (i)   this deed; and

           (ii)  the Security Trustee being adequately indemnified from the
                 Trust Assets or the Security Trustee receiving from the Voting
                 Mortgagees an indemnity in a form reasonably satisfactory to
                 the Security Trustee (which may be by way of an Extraordinary
                 Resolution of the Voting Mortgagees) against all actions,
                 proceedings, claims and demands to which it may render itself
                 liable, and all costs, charges, damages and expenses which it
                 may incur, in giving effect to an Extraordinary Resolution of
                 the Voting Mortgagees.

           The Security Trustee shall first claim on its indemnity from the
           Trust Assets before it claims on any indemnity from the Mortgagees,
           including any indemnity provided under clause 9.5.

9.5  Security Trustee must receive indemnity

     If:

     (a)   the Security Trustee convenes a meeting of the Voting Mortgagees, or
           is required by an Extraordinary Resolution to take any action under
           this deed, and advises the Voting Mortgagees that the Security
           Trustee will not act in relation to the enforcement of this deed
           unless it is personally indemnified by the Voting Mortgagees 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 Mortgagees refuse to grant the requested indemnity, and
           put it in funds,

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      then the Security Trustee will not be obliged to act in relation to that
      enforcement. In those circumstances, the Voting Mortgagees may exercise
      such Powers as they determine by Extraordinary Resolution.

9.6   Limitation on rights of Mortgagees

      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 Mortgagee is entitled without the written consent of the
      Security Trustee to exercise the same or any of them. Without limiting the
      generality of the foregoing, no Mortgagee is entitled to enforce the
      Charge or the provisions of this deed or to appoint or cause to be
      appointed a Receiver to any of the Mortgaged Property or otherwise to
      exercise any power conferred by the terms of any applicable law on charges
      except as provided in this deed.

9.7  Immaterial waivers

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

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

     (c)  No waiver, authorisation or determination may, once given, be
          overridden or withdrawn by an Extraordinary Resolution of Voting
          Mortgagees but the Security Trustee may (subject to clause 40.17(d),
          with the prior written consent of the Noteholder Mortgagees) give a
          waiver, authorisation or determination on terms that allow it to be
          overridden or withdrawn.

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

9.8   Acts pursuant to resolutions


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

9.9   Overriding provision

      Notwithstanding any other provision of this deed:

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

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

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

10.1   Appointment

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

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

       (b)   remove any Receiver;

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

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

10.2   Agent of Chargor

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

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

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

10.3   Receiver's powers

       In addition to any powers granted by law, and except to the extent
       specifically excluded by the terms of his appointment, every Receiver has
       power to do anything in respect of the Mortgaged Property that the
       Chargor could do (including, without limitation, having regard to its
       powers under the Master Trust Deed). His powers include the following.


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

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

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

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

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

      (f)   (Raise money)  He may:

            (i)     borrow or raise any money from any Mortgagee or any other
                    person approved by the Security Trustee;

            (ii)    give Guarantees; and

            (iii)   grant any Security Interest over any of the Mortgaged
                    Property to secure that money or Guarantee. That Security
                    Interest may rank in priority to or equally with or after,
                    the security created by this deed. It may be given in the
                    name of the Chargor or otherwise.

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

      (h)   (Sell)

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

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

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

                    (B)    for cash or on credit;

                    (C)    in one lot or in parcels;

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

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

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

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

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

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

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

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

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

             (i)    perform or enforce;

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

             (iii)  obtain the benefit in other ways of,

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

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

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

      (q)    (Take insolvency proceedings) He may make debtors bankrupt, wind up
             companies and do any thing in relation to any actual or
             contemplated Liquidation (including attend and vote at meetings of
             creditors and appoint proxies).

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

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

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

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

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

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

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

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      (y)    (Have access) He may have access to and make use of the premises,
             plant, equipment, and records and accounting and other services of
             the Chargor and the services of its staff.

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

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

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

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

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

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

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

10.4  Receiver appointed after commencement of winding up

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

      (a)  an order may have been made or a resolution may have been passed to
           wind up the Chargor; and

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

10.5  Powers exercisable by the Security Trustee

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

10.6  Withdrawal

      The Security Trustee may at any time give up possession of any Mortgaged
      Property and may at any time withdraw any receivership.

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

11.1  Costs

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

11.2  Fee

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

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

11.3  Cessation of Fee

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

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

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

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

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

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

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            (ii)  delegate his powers (including delegation).

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

13.   Completion of blank securities
--------------------------------------------------------------------------------

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

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

      If at any time the Chargor fails duly to perform any obligation in any
      Trust Document the Security Trustee or any person it authorises may
      (subject to clause 40.17(d), and provided there is sufficient time to do
      so, with the prior written consent of the Noteholder Mortgagees) do
      anything which in its opinion is necessary or expedient to make good or to
      attempt to make good that failure to its satisfaction.

15.   Statutory powers
--------------------------------------------------------------------------------

15.1  Powers in augmentation

      The powers conferred on a mortgagee by law:

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

      (b)   (to the extent permitted by law) may be exercised by the Security
            Trustee immediately after the Charge becomes enforceable under this
            deed and at any time subsequently; and

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

15.2  Notice not required

      To the extent permitted by law:

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

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

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

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16.    Application of moneys received
--------------------------------------------------------------------------------

16.1   Priorities

       The proceeds from the enforcement of the Charge are to be applied
       (notwithstanding any order of payment in the Series Notice) in the
       following order of priority, subject to any other priority which may be
       required by statute or law:

       (a) first, to pay all costs, charges, expenses and disbursements properly
           incurred in the exercise of any Power by the Security Trustee, the
           Note Trustee, a Receiver or an Attorney or other amounts (other than
           those referred to in paragraph (d)) payable to the Security Trustee
           or the Note Trustee under this deed;

       (b) second, to pay (pari passu and rateably):

           (i)    any fees and other expenses due to the Security Trustee, the
                  Note Trustee or the Principal Paying Agent;

           (ii)   any fees, and unpaid Expenses, due to the Chargor; and

           (iii)  the Receiver's remuneration;

       (c) third, to pay (pari passu and ratably), any unpaid Accrued Interest
           Adjustment due to an Approved Seller;

       (d) fourth, to pay (pari passu and rateably):

           (i)    all Secured Moneys owing to the Support Facility Providers
                  (other than the Currency Swap Provider);

           (ii)   all Secured Moneys owing to the holders of RFSs (if any);

           (iii)  all Secured Moneys owing to the holders of RFS Class A Notes
                  (if any);

           (iv)   all the Secured Moneys owing to the Class A Noteholders (as at
                  the date of payment);

           (v)    all Secured Moneys owed by the Chargor as trustee of the Trust
                  to a Relevant Trust;

           (vi)   all Secured Moneys owing in relation to any Redraws made by
                  Westpac for which it has not been reimbursed under the Trust
                  Documents; and

           (vii)  all Secured Moneys owing to the Currency Swap Provider under a
                  Confirmation relating to Class A Notes (but without double
                  counting with payments under sub-paragraph (iv));

    (e)    fifth, all Secured Moneys owing to the Class B Noteholders (as at the
           date of payment);

    (f)    sixth, to pay (pari passu and rateably) any amounts not covered above
           owing to any Mortgagee under any Trust Document;

    (g)    seventh, to pay the holder of any subsequent Security Interest over
           Trust Assets of which the Security Trustee has notice of the amount
           properly secured by the Security Interest;

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      (h)    eighth, to pay any surplus to the Chargor to be distributed in
             accordance with the Master Trust Deed.

             The surplus will not carry interest. If the Security Trustee pays
             the surplus to the credit of an account in the name of the Chargor
             with any bank carrying on business in Australia, the Security
             Trustee, Receiver, Mortgagee or Attorney (as the case may be) will
             be under no further liability in respect of it.

16.2  Moneys actually received

      In applying any moneys towards satisfaction of the Secured Moneys, the
      Chargor will be credited only with the money available for that purpose
      which is actually received by the relevant Mortgagee or, where the
      Mortgagee is a Class A Noteholder, the Note Trustee. The credit will date
      from the time of receipt.

16.3  Amounts contingently due

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

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

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

16.4  Notice of subsequent Security Interests

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

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

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

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

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

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

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

16.5  Satisfaction of debts

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

16.6  Payments into US$ Account

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

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

16.7  Payments out of US$ Account

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

      (b)  All amounts credited to the US$ Account by the Currency Swap Provider
           in relation to a payment by the Trustee under clause 16.1(d)(iv),
           will be applied pari passu to pay all Secured Moneys owing to Class A
           Noteholders.

16.8  Excluded amounts

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

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

      (b)  Any of:

           (i)   the proceeds of, or amounts credited to, the Collateral Account
                 as defined in the Liquidity Facility Agreement, which are
                 payable to the Liquidity Facility Provider;

           (ii)  the proceeds of cash collateral lodged by a Swap Provider under
                 a Swap Agreement, which are payable to the Swap Provider;

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

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          This paragraph (b) shall not apply to the extent that the relevant
          moneys are applied in accordance with the relevant document to satisfy
          any obligation owed to the Chargor by the Liquidity Facility Provider,
          Redraw Facility Provider, Swap Provider or Support Facility Provider
          (as the case may be).


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

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

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

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

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

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

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

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

19.  Protection of third parties
--------------------------------------------------------------------------------

19.1 No enquiry

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

     (a)  is bound to enquire:

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

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

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

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

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

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

     In this clause a Dealing is:

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

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

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

19.2 Receipt

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

20.  Expenses, indemnity
--------------------------------------------------------------------------------

20.1 Expenses

     In accordance with the Series Notice, the Chargor, as trustee of the Trust,
     shall reimburse each Mortgagee or (where the Mortgagee is a Class A
     Noteholder) the Note Trustee, Receiver and Attorney for its expenses in
     relation to:

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

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

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

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

20.2  Indemnity

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

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

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

21.   Currency indemnity
--------------------------------------------------------------------------------

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

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

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


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

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

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

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23.   Interest on overdue amounts
--------------------------------------------------------------------------------

23.1  Accrual

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

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

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

      (c)  at the rate provided in clause 23.3,

      except where the Trust Document provides otherwise.

23.2  Payment

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

23.2  Rate

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

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

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

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

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

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

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

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

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

25.   Survival of representations
--------------------------------------------------------------------------------

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

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26.  Indemnity and reimbursement obligations
--------------------------------------------------------------------------------
     Each indemnity reimbursement, and similar obligation in a Trust Document:

     (a)  is a continuing obligation;

     (b)  is a separate and independent obligation;

     (c)  is payable on demand;

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

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


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


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

     (a)  any other Security Interest; or

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

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


29.  Discharge of the Charge
--------------------------------------------------------------------------------
29.1 Release

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

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

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

     then the Security Trustee shall at the request of the Trust Manager or the
     Chargor, and at the cost of the Chargor, release the Mortgaged Property
     from the Charge and this deed.

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29.2 Contingent liabilities

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

     (a)  none of the Secured Moneys in respect of the Trust are contingently or
          prospectively owing 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 Trust or otherwise in connection with this deed whether
          or not there is any reasonable likelihood of such liabilities,
          becoming actual liabilities, including without limitation, in respect
          of any bills, notes drafts, cheques, guarantees, letters of credit or
          other notes or documents issued, drawn, endorsed or accepted by the
          Security Trustee for the account or at the request of the Chargor for
          the Trust.

29.3 Charge reinstated

     If any claim is made by any person that any moneys applied in payment or
     satisfaction of the Secured Moneys must be repaid or refunded under any law
     (including, without limit, any law relating to preferences, bankruptcy,
     insolvency or the winding up of bodies corporate) and the Charge has
     already been discharged, the Chargor shall, at the Chargor's expense,
     promptly do, execute and deliver, and cause any relevant person to do,
     execute and deliver, all such acts and notes as the Security Trustee may
     require to reinstate this Charge unless the Security Trustee (subject to
     clause 40.17(d), with the prior written consent of the Noteholder
     Mortgagees) agrees otherwise in writing.


30.  Amendment
--------------------------------------------------------------------------------
30.1 Approval of Trust Manager

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

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

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

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

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          amendment to any law or regulation or ruling by the Commissioner or
          Deputy Commissioner of Taxation or any governmental announcement or
          statement, in any case which has or may have the effect of altering
          the manner or basis of taxation of trusts generally or of trusts
          similar to the Trust); or

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

30.2 Extraordinary Resolution of Voting Mortgagees

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

30.3 Distribution of amendments

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


31.  Limited recourse
--------------------------------------------------------------------------------

31.1 General

     Clause 33 of the Master Trust Deed applies to the obligations and
     liabilities of the Chargor and the Trust Manager under this deed.

31.2 Liability of Chargor limited to its right to indemnity

     (a)  The Chargor enters into this deed only in its capacity as trustee of
          the Trust and in no other capacity. Subject to this clause 31.2, the
          Trust Manager and the Security Trustee may enforce their rights
          against the Chargor, in any way arising in respect of this deed or the
          Trust, however a liability arising under or in connection with this
          deed or the Trust can be enforced against the Chargor only to the
          extent to which it can be satisfied out of the Mortgaged Property out
          of which the Chargor is actually indemnified for the liability. This
          limitation of the Chargor's liability applies despite any other
          provision of this deed and extends to all liabilities and obligations
          of the Chargor in any way connected with any representation, warranty,
          conduct, omission, agreement or transaction related to this deed or
          the Trust.

     (b)  The parties other than the Chargor may not sue the Chargor in any
          capacity other than as trustee of the Trust or seek the appointment of
          a receiver (except under this deed), or a liquidator, an administrator
          or any similar person to the Chargor or prove in any liquidation,
          administration or arrangements of or affecting the Chargor.

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     (c)  The provisions of this clause 31.2 shall not apply to any obligation
          or liability of the Chargor to the extent that it is not satisfied
          because under a Trust Document or by operation of law there is a
          reduction in the extent of the Chargor's indemnification out of the
          Trust Assets as a result of the Chargor's fraud, negligence or breach
          of trust.

     (d)  Without affecting any limit or exclusion of liability in relation to
          the duties, powers or obligations under the Trust Documents of any of
          the Trust Manager, the Servicer, the Note Trustee, the Currency Swap
          Providers, the Principal Paying Agent, the other Paying Agents or the
          Agent Bank (each a Relevant Party), it is acknowledged that the Trust
          Manager, the Servicer, the Note Trustee, the Currency Swap Providers,
          the Principal Paying Agent, the other Paying Agents and the Agent Bank
          (each a Relevant Party) are responsible under this deed and the other
          Trust Documents for performing a variety of obligations relating to
          the Trust. No act or omission of the Chargor (including any related
          failure to satisfy its obligations under this deed) will be considered
          fraud, negligence or breach of trust of the Chargor for the purpose of
          sub-paragraph (c) 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 provides services in respect of the Trust (other than
          a person who has been delegated or appointed by the Chargor and for
          whom the Chargor is responsible under this deed or the relevant Trust
          Documents, but excluding any Relevant Party) to fulfil its obligations
          relating to the Trust or by any other act or omission of a Relevant
          Party or any other person who provides services in respect of the
          Trust (other than a person who has been delegated or appointed by the
          Chargor and for whom the Chargor is responsible under this deed or the
          relevant Trust Documents, but excluding any Relevant Party).

     (e)  No attorney, agent, receiver or receiver and manager appointed in
          accordance with this deed or any other Trust Documents (including a
          Relevant Party) has authority to act on behalf of the Chargor in a way
          which exposes the Chargor to any personal liability and no act or
          omission of any such person will be considered fraud, negligence or
          breach of trust of the Chargor for the purpose of sub-paragraph (c),
          if the Chargor has exercised reasonable care in the selection and
          supervision of such a person.

31.3 Rights against Mortgaged Property preserved

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

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31.4 Unrestricted remedies

     Nothing in clause 31.2 limits a Voting Mortgagee in:

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

     (b)  obtaining declaratory relief.

31.5 Restricted remedies

     Except in the event of fraud, negligence or breach of trust by the Chargor
     (but subject to clause 31.2), a Mortgagee shall not:

     (a)  (statutory demand) issue any demand under s459E(1) of the Corporations
          Law (or any analogous provision under any other law) against the
          Chargor;

     (b)  (winding up) apply for the winding up or dissolution of the Chargor;

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

     (d)  (court appointed receiver) apply for the appointment by a court of a
          receiver to any of the assets of the Chargor (other than the Trust
          Assets);

     (e)  (set-off or counterclaim) exercise or seek to exercise any set-off or
          counterclaim against the Chargor (other than in respect of the Trust
          Assets); or

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

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

32.  Waivers, remedies cumulative
--------------------------------------------------------------------------------

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

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

33.  Consents and opinion
--------------------------------------------------------------------------------

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

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34.  Severability of provisions
--------------------------------------------------------------------------------

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

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

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

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

          The Chargor shall use its reasonable endeavours to satisfy any
          condition or obtain any Authorisation which may be necessary to
          include that liability or asset validly under the Charge or this deed.

35.  Moratorium legislation
--------------------------------------------------------------------------------

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

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

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

     is excluded from this deed and any Collateral Security.

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

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

     (b)  The Chargor may only assign or transfer any of its rights or
          obligations under this deed or any Collateral Security with the prior
          written consent of the Security Trustee (and, subject to clause
          40.17(d), the Noteholder Mortgagees) and if prior notice has been
          given to each Designated Rating Agency and the rating assigned to each
          Class of Notes is not thereby affected.

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

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

          (i)    must be in writing;

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

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

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

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

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

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

38.1 Instructions; extent of discretion

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

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

     (c)  In the absence of an Extraordinary Resolution of the Voting
          Mortgagees, the Security Trustee need not act but may act (with prior
          written notice to the Noteholder Mortgagees) in the best interests of
          the Mortgagees.

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

38.2 No obligation to investigate authority

     (a)  The Chargor need not enquire whether any Extraordinary Resolution has
          been passed or as to the terms of any Extraordinary Resolution.

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

38.3 Delegation

     The Security Trustee may employ agents and attorneys, and shall exercise
     reasonable care in selecting them. The Security Trustee may at the expense
     of the Chargor obtain such advice and information from lawyers,
     accountants, bankers and other consultants and experts as it considers
     desirable to allow it to be properly advised and informed in relation to
     its powers and obligations. Before obtaining such advice or information
     (unless the advice or information relates to the Trust Manager) before the
     occurrence of an Event of Default, the Security Trustee shall first inform
     the Trust Manager of the need for the advice or information and obtain the
     approval of the Trust Manager, which approval shall not be unreasonably
     withheld or delayed.

38.4 Reliance on documents and experts

     The Security Trustee may rely on:

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

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

38.5 Notice of transfer

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

38.6 Notice of default

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

     (b)  If the Security Trustee receives notice of, or becomes aware of, the
          occurrence of events or circumstances constituting an Event of Default
          and that those events or circumstances do constitute an Event of
          Default, the Security Trustee shall notify the Voting Mortgagees,
          subject to clause 38.11(b). For the purposes of this clause and the
          other provisions of this deed, the Security Trustee will only be
          considered to have notice of or to be aware of any thing if the
          Security Trustee has notice or awareness of that thing by virtue of
          the actual notice or awareness of the officers of the Security Trustee
          who

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          have day to day responsibility for the administration of the security
          trust established by this deed.

38.7 Security Trustee as Mortgagee

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

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

38.8 Indemnity to Security Trustee

     (a)  (Indemnity) Subject to the order of payment contained in the Series
          Notice and clause 16 of this deed, clause 31 of this deed and clause
          38.8(b), the Chargor agrees to indemnify and keep indemnified the
          Security Trustee and each of its officers, employees and advisers
          (each an Indemnified Party and collectively the Indemnified Parties)
          from and against all claims, actions, proceedings, demands,
          liabilities, losses, damages, costs and expenses arising out of or in
          connection with:

          (i)    the Trust Documents; or

          (ii)   the Security Trustee's engagement as Security Trustee which any
                 Indemnified Party may suffer or incur in any jurisdiction
                 arising out of or in connection with:

                 (A)  the Chargor failing to perform or observe any of its
                      obligations under this deed or any other obligations
                      binding on it; or

                 (B)  any claim that an Indemnified Party has any liability
                      under the US Securities Act of 1933 or the US Securities
                      Exchange Act of 1934 in relation to the issue of
                      securities in connection with the Trust,

          and all costs and expenses incurred by any Indemnified Party shall be
          reimbursed by the Chargor promptly on demand, including those incurred
          in connection with the investigation of, preparation for or defence of
          any pending or threatened litigation or claim within the terms of this
          indemnity or incidental thereto. This clause 38.8(a) does not limit
          the Chargor's liability under any other provision of this deed.

     (b)  (Extent of Indemnity) The Chargor will not be responsible for any
          liabilities, losses, damages, costs or expenses which are determined
          by a final judgment of a court of competent jurisdiction to have
          resulted from fraud, wilful default or negligence on the part of an
          Indemnified

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           Party and any sums already paid by the Chargor under the indemnity in
           clause 38.8(a) shall be reimbursed in full.

     (c)   (Benefits of indemnity) Each Indemnified Party, whether or not a
           party to this deed, shall be entitled to the benefit of this clause
           38.8 and this clause 38.8 may be enforced on that Indemnified Party's
           behalf by the Security Trustee.

     (d)   (Preservation of rights) Subject to clause 38.8(b) the rights of an
           Indemnified Party under this deed shall no in any way be prejudiced
           or affected by:

           (i)   any approval given by an Indemnified Party in relation to a
                 Registration Statement or any announcement or advertisement
                 publicity made or distributed in relation to a Registration
                 Statement;

           (ii)  any consent to be named in a Registration Statement;

           (iii) any knowledge (actual or constructive) of any failure by the
                 Chargor to perform or observe any of its obligations under this
                 deed;

           (iv)  any inaccuracy in any representation or warranty made or deemed
                 to have been made by the Chargor under the Trust Documents; or

           (v)   any other fact, matter or thing which might otherwise
                 constitute a waiver of or in any way prejudice or affect any
                 right of an Indemnified Party.

      (e)  (The Security Trustee's obligation to notify) If the Security Trustee
           becomes aware of any matter in respect of which an Indemnified Party
           wishes to claim for indemnification under this clause 38.8, the
           Security Trustee shall promptly notify the Chargor in writing of the
           substance of that matter.

38.9  Independent investigation

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

      (a)  its own investigations into the affairs of the Chargor; and

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

38.10 No monitoring

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

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38.11   Information

        (a)  The Chargor authorises:

             (i)  the Security Trustee to provide any Voting Mortgagee; and

             (ii) the Note Trustee to provide any Class A Noteholder,

             with any information concerning the affairs, financial condition or
             business of the Chargor which may come into the possession of the
             Security Trustee or the Note Trustee (as the case may be). The
             Security Trustee need not do so.

        (b)  The Security Trustee is not obliged to disclose any information
             relating to the Chargor if in the opinion of the Security Trustee
             (on the basis of the advice of its legal advisers) disclosure would
             or might breach a law or a duty of secrecy or confidence.

38.12   Conflicts

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

             (i)   obtain and rely on advice from any person referred to in
                   clause 38.3; and/or

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

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

        (b)  The Security Trustee has no responsibility for the form or contents
             of this deed or any other Trust Document and will have no liability
             arising as a result of or in connection with any inadequacy,
             invalidity or unenforceability of any provision of this deed or the
             other Trust Documents.

38.13   No Liability

        Without limitation the Security Trustee shall not be liable for:

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

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

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

38.14   Security Trustee 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 Trust Document (whether to any Mortgagee, the Chargor, the Trust
        Manager or any other person) other than to the extent to which the
        liability is able to be satisfied in accordance with this deed out of
        the property of the Trust Fund 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 38.14 or any similar provision in any other Trust
        Document limits or adversely affects the powers of the Security Trustee,
        any Receiver or Attorney in respect of the Charge or the Mortgaged
        Property.

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

39.1    Retirement

        Subject to any Trust Document to which the Security Trustee is a party,
        and subject also to the appointment of a successor Security Trustee as
        provided in this clause and confirmation from the Designating Rating
        Agency that the resignation and appointment of a successor would not
        cause a withdrawal, downgrade or qualification of the ratings of any
        Notes, the Security Trustee may retire at any time upon giving not less
        than three months' notice (or such shorter period as the parties may
        agree) in writing to the Chargor, the Trust Manager, the Note Trustee
        and each Designated Rating Agency without assigning any reason and
        without being responsible for any costs occasioned by such retirement.

39.2    Removal

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

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

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

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

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

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

                   (A)  a change in fifty one per cent (or such other percentage
                        the Trust 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 of
                        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 Mortgaged
                        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; or

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

39.3 Replacement

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

     (b)  If no successor Security Trustee is appointed within 30 days after
          notice, the retiring Security Trustee may on behalf of the Mortgagees
          appoint a successor Security Trustee (other than Westpac or a Related
          Corporation of Westpac) who accepts the appointment.

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

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

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

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

40.1 Limitation on Security Trustee's powers

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

40.2 Convening of meetings

     (a)    (Generally)

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

            (ii) Subject to clause 40.17, and subject to the Security Trustee
                 being indemnified to its reasonable satisfaction against all
                 costs and expenses occasioned as a result, the Security Trustee
                 shall convene a meeting of the Voting Mortgagees if requested
                 to do so:

                 (A)    by the Chargor; and

                 (B)    by Voting Mortgagees being holders of not less than 20%
                        of the then Secured Moneys.

     (b)    (Time and place)

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

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

            (iii) The proviso in sub-paragraph (i) shall not apply if the Class
                  A Noteholders determination under sub-paragraph (i) is not
                  made in accordance with, and within the time specified in, the
                  Note Trust Deed.

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

40.3  Notice of meetings

      (a)   (Period of Notice) Subject to clause 40.3(b), at least 21 days'
            notice (inclusive of the day on which the notice is given and of the
            day on which the meeting is held) shall be given to the Voting
            Mortgagees, the Beneficiary and all the Designated Rating Agencies.

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

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

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

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

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

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

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

40.4  Chairman

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

40.5  Quorum

      At any such meeting any two or more persons present in person holding, or
      being Representatives holding or representing, in the aggregate not less
      than 50% of the then Secured Moneys shall 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.

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 40.6 Adjournment

      (a)      (Quorum not present) If within 15 minutes from the time appointed
               for any such meeting a quorum is not present the meeting shall,
               if convened on the requisition of the Voting Mortgagees, be
               dissolved. In any other case it shall stand adjourned (unless the
               Security Trustee agrees that it be dissolved) for such period,
               not being less than 7 days nor more than 42 days, as may be
               appointed by the chairman. At the adjourned meeting two or more
               persons present in person holding, or being Representatives
               holding or representing 25% of the then Secured Moneys shall
               (except for the purpose of passing an Extraordinary Resolution)
               form a quorum and shall have the power to pass any resolution and
               to decide upon all matters which could properly have been dealt
               with at the meeting from which the adjournment took place had a
               quorum been present at that meeting. The quorum at any such
               adjourned meeting for passing a Extraordinary Resolution shall be
               50% of the then Secured Moneys.

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

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

 40.7 Voting procedure

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

      (b)      (Declaration) At any meeting, unless a poll is (before or on the
               declaration of the result of the show of hands) demanded by the
               chairman, the Chargor, the Trust Manager, the Note Trustee or the
               Security Trustee or by one or more persons holding, or being
               Representative holding or representing, in aggregate not less
               than 2% of the then Secured Moneys, a declaration by the chairman
               that a resolution has been carried by a particular majority or
               lost or not carried by any particular majority shall be
               conclusive evidence of the fact without proof of the number or
               proportion of the votes recorded in favour of or against that
               resolution.

      (c)      (Poll) If at any meeting a poll is so demanded, it shall be taken
               in such manner and (subject as provided below) either at once or
               after such an adjournment as the chairman directs and the result
               of such

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               poll shall be deemed to be the resolution of the meeting at which
               the poll was demanded as at the date of the taking of the poll.
               The demand for a poll shall not prevent the continuance of the
               meeting for the transaction of any business other than the
               question on which the poll has been demanded.

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

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

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

               (ii) on a poll, every person who is present shall have one vote
                    for each US$10,000 or its equivalent (but not part thereof)
                    of the Secured Moneys that he holds or in respect of which
                    he is a Representative. Any person entitled to more than one
                    vote need not use or cast all of the votes to which he is
                    entitled in the same way.

      (f)      (Evidence) In order for the Note Trustee to vote on behalf of a
               Class A Noteholder under paragraph (e), it must provide evidence
               satisfactory to the Security Trustee that it is authorised so to
               vote.

40.8  Right to attend and speak


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

40.9  Appointment of Proxies

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

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               applicable) shall, if required by the Security Trustee, be
               produced by the proxy at the meeting or adjourned meeting, but
               the Security Trustee shall not thereby be obliged to investigate
               or be concerned with the validity or the authority of the proxy
               named in any such appointment. The proxy named in any appointment
               of proxy need not be a Voting Mortgagee.

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

40.10  Corporate Representatives

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

40.11  Rights of Representatives

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

40.12  Extraordinary Resolutions

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

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

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

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

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

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

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

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

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

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

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

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

               (xii)   to determine whether the Security Trustee should or
                       should not perform an Act (as defined in clause 40.17),
                       and any such Extraordinary Resolution will (where
                       relevant and in accordance with clause 40.17) override
                       any determination by the Noteholder Mortgagees.

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

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

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

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

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 40.13  Extraordinary Resolution binding on Mortgagees

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

 40.14  Minutes and records

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

 40.15  Written resolutions

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

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

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

  40.16 Further procedures for meetings

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

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

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

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

 40.17  Noteholder Mortgagees' rights

        (a)    Despite any other provision of this deed, for so long as the
               Noteholder Mortgagees are the only Voting Mortgagees they may
               direct the Security Trustee to do any act or thing which the
               Security Trustee is required to do, or may only do, at the
               direction of an Extraordinary Resolution of Voting Mortgagees.

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

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

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

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

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

        (d)    Except if the Noteholder Mortgagees are the only Voting
               Mortgagees, where the consent of the Noteholder Mortgagees is
               required under clause 1.2(b), 4.3, 4.4(a)(ii), 5.2, 8.1(b),
               8.1(g), 8.2, 9.7(a), 9.7(c), 14, 29.3, 36 or 38.1(c) in relation
               to a discretion or act of the Security Trustee (an Act):

               (i)  the Noteholder Mortgagees must:

                    (A)   not unreasonably withhold that consent, the Note
                          Trustee as a Noteholder Mortgagee giving due
                          consideration to the interest of Class A Noteholders;
                          and

                    (B)   respond promptly (and in any event within 5 Business
                          Days) to the Security Trustee indicating whether the
                          consent is granted or not (and if it does not reply
                          within 5 Business Days its consent shall be taken to
                          have been given); and

               (ii) subject to paragraph (c), if an Extraordinary Resolution of
                    Voting Mortgagees determines that the Act should or should
                    not occur, the Extraordinary Resolution will override any
                    determination by the Noteholder Mortgagees in relation to
                    any such clause.

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        (e)    The Security Trustee shall not be liable to any Mortgagee for
               acting, or not acting, on the directions of the Noteholder
               Mortgagees, even if the Security Trustee is actually aware that
               the Noteholder Mortgagees have unreasonably withheld their
               consent in breach of sub-paragraph (d)(i)(A).

        (f)   Any reference to the Noteholder Mortgagees where:

              (i)   they are the only Voting Mortgagees; or

              (ii)  where the consent of the Noteholder Mortgagees is required
                    under clause 1.2(b), 4.3, 4.4(a)(ii), 5.2, 8.1(b), 8.1(g),
                    8.2, 9.7(a), 9.7(c), 14, 29.3, 36 or 38.1(c) in relation to
                    a discretion or act of the Security Trustee,

               means so many of the Noteholder Mortgagees who represent more
               than 50% of the aggregate Invested Amount of the Class A Notes
               and the Class B Notes.

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

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

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

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

 45.    Acknowledgement by chargor
--------------------------------------------------------------------------------
        The Chargor confirms that:

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     (a)  it has not entered into any Trust Document in reliance on, or as a
          result of, any conduct of any kind of or on behalf of any Mortgagee or
          any Related Corporation of any Mortgagee (including any advice,
          warranty, representation or undertaking); and

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

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

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

EXECUTED as a deed in New South Wales.

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

CHARGOR

SIGNED SEALED and DELIVERED         )
on behalf of                        )
WESTPAC SECURITIES ADMINISTRATION   )
LIMITED
by its attorney                     )
in the presence of:                 ) ______________________________________
                                      Signature

___________________________________   ______________________________________
Witness                               Print name

___________________________________
Print name

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SECURITY TRUSTEE

SIGNED SEALED and DELIVERED        )
on behalf of                       )
[PERPETUAL TRUSTEE COMPANY LIMITED])
by its attorney                    )
in the presence of:                )  __________________________________
                                      Signature


__________________________________    __________________________________
Witness                               Print name

__________________________________
Print name

TRUST MANAGER


SIGNED SEALED and DELIVERED        )
on behalf of                       )
WESTPAC SECURITISATION             )
MANAGEMENT PTY LIMITED
by its attorney                    )
in the presence of:                )  __________________________________
                                      Signature

_________________________________     __________________________________
Witness                               Print name


_________________________________
Print name

NOTE TRUSTEE



SIGNED SEALED and DELIVERED        )
on behalf of                       )
[*]                                )
by its attorney                    )
in the presence of:                )  __________________________________
                                      Signature

_________________________________     __________________________________
Witness                               Print name


_________________________________
Print name

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