[CLAYTON UTZ LOGO]

Medallion Trust Series [_]
Security Trust Deed

P.T. Limited
ABN 67 004 454 666

The Bank of New York

Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946

Perpetual Trustee Company Limited
ABN 42 000 001 007

If you have any questions about the details of this document
PLEASE CONTACT [_______________________] ON + 61 2 9353 4000

Clayton Utz
Lawyers
Levels 19-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700

WWW.CLAYTONUTZ.COM

Our reference [_______________________]



TABLE OF CONTENTS

1.   DEFINITIONS AND INTERPRETATION........................................    1

     1.1     Definitions...................................................    1
     1.2     Series Supplement and Master Trust Deed Definitions...........    6
     1.3     Interpretation................................................    7
     1.4     Incorporation of Annexure.....................................    9
     1.5     Trustee's capacity............................................    9
     1.6     Determination of Outstanding Hedge Money......................    9
     1.7     Amounts Outstanding...........................................   10
     1.8     Benefit of Covenants under this Deed..........................   10
     1.9     Obligations Several...........................................   10
     1.10    Incorporated Definitions and other Provisions.................   10

2.   THE SECURITY TRUST....................................................   10

     2.1     Appointment of Security Trustee...............................   10
     2.2     Declaration of Security Trust.................................   10
     2.3     Duration of Security Trust....................................   10
     2.4     Benefit of Security Trust.....................................   10
     2.5     Interested Persons Bound......................................   11
     2.6     Nature of Rights of Secured Creditors.........................   11
     2.7     Shared Securities.............................................   11

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

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

4.   CHARGE................................................................   11

     4.1     The Charge....................................................   11
     4.2     Floating Charge...............................................   11
     4.3     Ranking of Charge.............................................   11
     4.4     Crystallisation of Floating Charge............................   12
     4.5     Consent to Dealings...........................................   12
     4.6     Re-Conversion from Fixed into Floating Charge.................   12
     4.7     Replacement of fixed charge over Charged Property.............   12
     4.8     Subsequent dealing............................................   12
     4.9     Limit and Prospective Liability Amount........................   13

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

     5.1     By the Trustee................................................   13
     5.2     By the Manager................................................   14
     5.3     By the Security Trustee.......................................   15

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

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

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

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


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     8.1     Notify Voting Secured Creditors and Convene Meeting of Voting
             Secured Creditors.............................................   19
     8.2     Extraordinary Resolutions.....................................   19
     7.2     Security Trustee to Act in Accordance with Directions.........   20
     7.3     Security Trustee Must Receive Indemnity.......................   20
     7.4     Notice to Trustee.............................................   21
     7.5     Manager convenes meeting......................................   21
     7.6     Notice of Event of Default....................................   21
     7.7     Notice of action to remedy Event of Default...................   21

8.   ENFORCEMENT...........................................................   21

     8.1     Power to Deal with and Protection of the Charged Property.....   21
     8.2     Restrictions on Power to Enforce..............................   22
     8.3     No Obligation to Enforce......................................   22
     8.4     Limitation on Rights of Secured Creditors.....................   22
     8.5     Immaterial Waivers............................................   22
     8.6     Acceleration of Secured Moneys following Event of Default.....   23

9.   RECEIVERS - APPOINTMENT AND POWERS....................................   23

     9.1     Appointment of Receiver.......................................   23
     9.2     Joint Receivers...............................................   23
     9.3     Remuneration of Receiver......................................   23
     9.4     Indemnification of Receiver...................................   24
     9.5     Appointment over part.........................................   24
     9.6     Powers of Receiver............................................   24
     9.7     Indemnity.....................................................   26

10.  POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND POWER OF
     ATTORNEY..............................................................   26

     10.1    Security Trustee has Powers of Receiver.......................   26
     10.2    Act Jointly...................................................   27
     10.3    No Liability for Loss.........................................   27
     10.4    No Liability to Account as Mortgagee in Possession............   27
     10.5    No Conflict...................................................   27
     10.6    Contract Involving Conflict of Duty...........................   27
     10.7    Power of Attorney.............................................   28
     10.8    Security Trustee May Make Good Default........................   29
     10.9    Notice for Exercise of Powers.................................   29
     10.10   Benefit for Receiver etc......................................   29

11.  PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER.......   29

     11.1    No Enquiry....................................................   29
     11.2    Receipts......................................................   30

12.  APPLICATION OF MONEYS.................................................   30

     12.1    Priority of Payments..........................................   30
     12.2    Moneys Received...............................................   33
     12.3    Application of Moneys.........................................   33
     12.4    Investment of Funds...........................................   34
     12.5    Conversion into A$ of Class A-1 Notes denominated in US$......   34
     12.6    Conversion into A$ of Class A-3 Notes denominated in Euro.....   35
     12.7    Application of Currency Swap Termination Proceeds.............   35
     12.8    Satisfaction of Debts.........................................   36

13.  SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS..............................   36



     13.1    Limitations on Powers and Duties of Security Trustee..........   36
     13.2    Limitation on Security Trustee's Actions......................   36
     13.3    Additional Powers, Protections, etc...........................   36
     13.4    Limitation of Liability.......................................   41
     13.5    Dealings with Trust...........................................   41
     13.6    Discretion of Security Trustee as to Exercise of Powers.......   42
     13.7    Delegation of Duties of Security Trustee......................   42
     13.8    Related Body Corporate of the Security Trustee................   42

14.  DUTIES OF THE SECURITY TRUSTEE........................................   42

     14.1    Duties of the Security Trustee limited to duties in this
             Deed..........................................................   42
     14.2    Security Trustee's Further Duties.............................   42
     14.3    Trustee Liable for Negligence etc.............................   43
     14.4    No Liability for Transaction Documents........................   43
     14.5    Resolution of Conflicts.......................................   43

15.  INDEMNITY BY TRUSTEE..................................................   44

     15.1    Indemnity.....................................................   44
     15.2    Extent of Security Trustee's Indemnity........................   44
     15.3    Costs of experts..............................................   45
     15.4    Non-Discharge.................................................   45
     15.5    Retention of Lien.............................................   45

16.  MEETINGS OF VOTING SECURED CREDITORS..................................   45

     16.1    Meetings Regulated by the Annexure............................   45
     16.2    Limitation on Security Trustee's Powers.......................   45

17.  CONTINUING SECURITY AND RELEASES......................................   45

     17.1    Liability Preserved...........................................   45
     17.2    Trustee's Liability Not Affected..............................   46
     17.3    Waiver by Trustee.............................................   46

18.  REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE.......................   46

     18.1    Remuneration..................................................   46
     18.2    Retirement of Security Trustee................................   46
     18.3    Removal by Manager............................................   47
     18.4    Security Trustee May Retire...................................   47
     18.5    Retirement of Trustee under Master Trust Deed.................   48
     18.6    Appointment of Substitute Security Trustee by Voting Secured
             Creditors.....................................................   48
     18.7    Release of Security Trustee...................................   48
     18.8    Vesting of Security Trust Fund in Substitute Security
             Trustee.......................................................   48
     18.9    Substitute Security Trustee to Execute Deed...................   48
     18.10   Rating Agencies Advised.......................................   49

19.  ASSURANCE.............................................................   49

     19.1    Further Assurance.............................................   49
     19.2    Postponement or Waiver of Security Interests..................   49
     19.3    Registration of Charge........................................   50
     19.4    Caveats.......................................................   50

20.  PAYMENTS..............................................................   50

     20.1    Moneys Repayable as Agreed or on Demand.......................   50
     20.2    No Set-Off or Deduction.......................................   50

21.  DISCHARGE OF THE CHARGE...............................................   50



     21.1    Release.......................................................   50
     21.2    Contingent Liabilities........................................   51
     21.3    Charge Reinstated.............................................   51

22.  OFFERED NOTE TRUSTEE..................................................   51

     22.1    Capacity......................................................   51
     22.2    Exercise of rights............................................   51
     22.3    Instructions or directions....................................   52
     22.4    Payments......................................................   52
     22.5    Notices.......................................................   52
     22.6    Limitation of Offered Note Trustee's Liability................   52

23.  AMENDMENT.............................................................   52

     23.1    Amendment by Security Trustee.................................   52
     23.2    Consent required Generally....................................   53
     23.3    Consent to Payment Modification in relation to Offered
             Notes.........................................................   53
     23.4    No Rating Agency Downgrade....................................   53
     23.5    Distribution of Amendments....................................   53

24.  EXPENSES AND STAMP DUTIES.............................................   53

     24.1    Expenses......................................................   53
     24.2    Stamp Duties..................................................   54
     24.3    Goods and Services Tax........................................   54

25.  GOVERNING LAW AND JURISDICTION........................................   54

     25.1    Governing Law.................................................   54
     25.2    Jurisdiction..................................................   54

26.  NOTICES...............................................................   55

     26.1    Method of Delivery............................................   55
     26.2    Deemed Receipt................................................   55
     26.3    Email.........................................................   56

27.  TRUSTEE'S LIMITED LIABILITY...........................................   56

     27.1    Limitation on Trustee's Liability.............................   56
     27.2    Claims against Trustee........................................   56
     27.3    Breach of Trustee.............................................   56
     27.4    Acts or omissions.............................................   56
     27.5    No Authority..................................................   57
     27.6    No Obligation.................................................   57

28.  MISCELLANEOUS.........................................................   57

     28.1    Assignment by Trustee.........................................   57
     28.2    Assignment by Manager.........................................   57
     28.3    Assignment by Security Trustee................................   57
     28.4    Assignment by Offered Note Trustee............................   57
     28.5    Certificate of Security Trustee...............................   57
     28.6    Continuing Obligation.........................................   58
     28.7    Settlement Conditional........................................   58
     28.8    No Merger.....................................................   58
     28.9    Interest on Judgment..........................................   58
     28.10   No Postponement...............................................   58
     28.11   Severability of Provisions....................................   58
     28.12   Remedies Cumulative...........................................   58
     28.13   Waiver........................................................   59



     28.14   Consents and Approvals........................................   59
     28.15   Written Waiver, Consent and Approval..........................   59
     28.16   Time of Essence...............................................   59
     28.17   Moratorium Legislation........................................   59
     28.18   Debit Accounts................................................   59
     28.19   Set-Off.......................................................   60
     28.20   Binding on Each Signatory.....................................   60
     28.21   Counterparts..................................................   60
     28.22   Privacy.......................................................   60
     28.23   Contra proferentem............................................   61
     28.24   Know your customer............................................   61
     28.25   Compliance with Regulation AB.................................   61



SECURITY TRUST DEED MADE AT SYDNEY ON [_____]

PARTIES   P.T. LIMITED ABN 67 004 454 666 of Level 12, 123 Pitt Street, Sydney,
          NSW 2000 Australia (hereinafter included in the expression the
          "SECURITY TRUSTEE")

          THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York 10286
          (hereinafter included by incorporation in the expression the "OFFERED
          NOTE TRUSTEE")

          SECURITISATION ADVISORY SERVICES PTY. LIMITED ABN 88 064 133 946 of
          Level 7, 48 Martin Place, Sydney, NSW 2000 Australia ("MANAGER")

          PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of Level 12, 123
          Pitt Street, Sydney, NSW 2000 Australia ("TRUSTEE")

BACKGROUND

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

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

C.    The Offered Note Trustee will be appointed as trustee under the Offered
      Note Trust Deed to act on behalf of the Offered Noteholders.

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

OPERATIVE PROVISIONS

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      In this Deed, unless the contrary intention appears:

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

      "AUTHORISED OFFICER" means:

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

      (b)  in relation to the Offered Note Trustee, an Authorised Officer of the
           Offered Note Trustee for the purposes of the Offered Note Trust Deed.

      "CHARGE" means the charge created by this Deed.

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


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

      "CLASS A-1 CURRENCY SWAP TERMINATION PROCEEDS" means the US dollar
      proceeds (if any) received from the Currency Swap Provider under the Class
      A-1 Currency Swap as a result of the occurrence (if any) of an "Early
      Termination Date" thereunder, and includes any interest earned and
      credited thereon whilst such proceeds are invested in the US dollar
      interest bearing account referred to in clause 13.7(a).

      "CLASS A-3 CURRENCY SWAP TERMINATION PROCEEDS" means the Euro proceeds (if
      any) received from the Currency Swap Provider under the Class A-3 Currency
      Swap as a result of the occurrence (if any) of an "Early Termination Date"
      thereunder, and includes any interest earned and credited thereon whilst
      such proceeds are invested in the Euro interest bearing account referred
      to in clause 13.7(b).

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

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

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

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

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

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

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

      (a)  a resolution which is passed at a meeting of the then Voting Secured
           Creditors or, where applicable, a class of Voting Secured Creditors
           duly convened and held in accordance with the provisions of this Deed
           (including the Annexure) by a majority consisting of not less than
           75% of the votes (determined in accordance with clause 8(d)(i) of the
           Annexure) of the persons present and voting at the meeting who are
           then Voting Secured Creditors, or Voting Secured Creditors of that
           class, or representing such Voting Secured Creditors or, if a poll is
           demanded, by then Voting Secured Creditors, or Voting Secured
           Creditors of that class, holding or representing between them Voting


                                                                               2



           Entitlements comprising in aggregate a number of votes which is not
           less than 75% of the aggregate number of votes comprised in the
           Voting Entitlements held or represented by all the persons present at
           the meeting voting on such poll; or

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

      "OFFERED NOTE TRUST" has the same meaning as in the Offered Note Trust
      Deed.

      "INSOLVENCY EVENT" in relation to:

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

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

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

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

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

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

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

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

           (viii) the Trustee takes any step to obtain protection or is granted
                  protection from its creditors, under any applicable
                  legislation or an administrator is appointed to the Trustee or
                  the board of directors of the Trustee propose to appoint an
                  administrator to the Trustee or the Trustee becomes aware that
                  a person who is entitled to enforce a charge on the whole or
                  substantially the whole of the Trustee's property proposes to
                  appoint an administrator to the Trustee; and


                                                                               3



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

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

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

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

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

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

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

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

      "PRE-DEFAULT ACTION" means:

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

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

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

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

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

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

      "REPRESENTATIVE" means:


                                                                               4



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

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

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

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

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

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

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

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

      "SECURITY TRUSTEE" means P.T. Limited ABN 67 004 454 666 or if P.T.
      Limited ABN 67 004 454 666 retires or is removed as security trustee, any
      then Substitute Security Trustee.

      "SENIOR SECURITY" means a Class A-1 Note, a Class A-2 Note, a Class A- 3
      Note or a Redraw Bond.

      "SENIOR SECURITYHOLDER" means a Class A-1 Noteholder, a Class A-2
      Noteholder, a Class A-3 Noteholder or a Redraw Bondholder.

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

      "SERIES TRUST" means the trust known as the Medallion Trust Series [_]
      established pursuant to the Master Trust Deed and the Series Supplement.

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

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


                                                                               5



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

      "VOTING ENTITLEMENT" means, on a particular date the number of votes which
      a Voting Secured Creditor would be entitled to exercise if a meeting of
      Voting Secured Creditors were held on that date, being in respect of a
      given Voting Secured Creditor and subject to clause 13.5(c) in the case of
      the Class A-1 Noteholders and to clause 13.6(c) in the case of the Class
      A-3 Noteholders, the number calculated by dividing the Secured Moneys
      owing to that Voting Secured Creditor by 10 and rounding the resultant
      figure down to the nearest whole number, provided that if the Offered Note
      Trustee is a then Voting Secured Creditor it will have a Voting
      Entitlement equal to the aggregate Voting Entitlement (determined in
      accordance with the foregoing) for all Offered Noteholders.

      "VOTING SECURED CREDITOR" means:

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

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

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

      (b)  otherwise:

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

           (ii)  each other then Secured Creditor (other than the Offered Note
                 Trustee and the Offered Noteholders).

1.2   SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

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


                                                                               6



      defined in this Deed) and/or the CBA Trust (as defined in the Series
      Supplement), as the context requires.

1.3   INTERPRETATION

      In this Deed unless the contrary intention appears:

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                                                               7



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

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

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

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

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

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

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

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

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

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

           (iii) is:

                 A.   in accordance with any proper instruction or direction of
                      the Voting Secured Creditors given at a meeting of Voting
                      Secured Creditors convened pursuant to this Deed; or

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

      (t)  a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL DEFAULT" of the
           Trustee, the Security Trustee or the Manager means the fraud,
           negligence or wilful default of the Trustee, the Security Trustee or
           the Manager (as the case may be) and of its officers, employees,
           agents and any other person where the


                                                                               8



           Trustee, the Security Trustee or the Manager (as the case may be) is
           liable for the acts or omissions of such other person under the terms
           of any Transaction Document;

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

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

1.4   INCORPORATION OF ANNEXURE

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

1.5   TRUSTEE'S CAPACITY

      In this Deed, unless expressly specified otherwise:

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

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

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

1.6   DETERMINATION OF OUTSTANDING HEDGE MONEY

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


                                                                               9



1.7   AMOUNTS OUTSTANDING

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

1.8   BENEFIT OF COVENANTS UNDER THIS DEED

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

1.9   OBLIGATIONS SEVERAL

      The obligations of the parties under this Deed are several.

1.10  INCORPORATED DEFINITIONS AND OTHER PROVISIONS

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

2.    THE SECURITY TRUST

2.1   APPOINTMENT OF SECURITY TRUSTEE

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

2.2   DECLARATION OF SECURITY TRUST

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

2.3   DURATION OF SECURITY TRUST

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

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

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

2.4   BENEFIT OF SECURITY TRUST

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


                                                                              10



2.5   INTERESTED PERSONS BOUND

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

2.6   NATURE OF RIGHTS OF SECURED CREDITORS

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

2.7   SHARED SECURITIES

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

3.    PAYMENT OF SECURED MONEYS

3.1   COVENANT IN FAVOUR OF SECURITY TRUSTEE

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

3.2   PAYMENTS TO SECURED CREDITORS

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

4.    CHARGE

4.1   THE CHARGE

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

4.2   FLOATING CHARGE

      The Charge is a floating charge over the Charged Property.

4.3   RANKING OF CHARGE

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


                                                                              11



4.4   CRYSTALLISATION OF FLOATING CHARGE

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

4.5   CONSENT TO DEALINGS

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

4.6   RE-CONVERSION FROM FIXED INTO FLOATING CHARGE

      Subject to clause 4.7, at any time after the Charge has taken effect as a
      fixed charge over the Charged Property, the Security Trustee may (and
      will, if directed by an Extraordinary Resolution of the then Voting
      Secured Creditors) by notice in writing to the Trustee convert the Charge
      from a fixed charge into a floating charge as regards any asset or assets
      specified in such notice. Upon such notice being received by the Trustee,
      the Charge as regards such specified asset or assets will immediately
      become and operate as a floating charge subject to the provisions of this
      Deed and will cease to be a fixed charge over such specified asset or
      assets.

4.7   REPLACEMENT OF FIXED CHARGE OVER CHARGED PROPERTY

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

4.8   SUBSEQUENT DEALING

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

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

      (b)  (TREAT THE FIXING AS NOT HAVING OCCURRED): the floating charge given
           by this Deed in respect of Charged Property the subject of the notice
           acquired by the


                                                                              12



           Trustee on or after the effective date of the notice continues to
           operate as a floating charge as if it had never been a fixed charge;
           and

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

4.9   LIMIT AND PROSPECTIVE LIABILITY AMOUNT

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

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

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

5.    REPRESENTATIONS AND WARRANTIES

5.1   BY THE TRUSTEE

      The Trustee represents and warrants to the Security Trustee that:

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

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

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

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

      (e)  (LEGALLY BINDING OBLIGATION): its obligations under each Transaction
           Document to which it is expressed to be a party are valid, legally
           binding and enforceable obligations in accordance with the terms of
           each Transaction


                                                                              13



           Document to which it is expressed to be a party, subject to stamping
           and any necessary registration and except as such enforceability may
           be limited by any applicable bankruptcy, insolvency, reorganisation,
           moratorium or trust or general principles of equity or other similar
           laws affecting creditors' rights generally;

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

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

      (h)  (GOOD TITLE): it is the lawful owner of, and has good right to charge
           in the manner provided in this Deed, the Charged Property and,
           subject only to the Master Trust Deed, the Series Supplement, this
           Deed and the Prior Interest, to the best of our knowledge without due
           enquiry, the Charged Property is free of all other Security
           Interests;

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

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

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

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

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

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

5.2  BY THE MANAGER

      The  Manager represents and warrants to the Security Trustee that:

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

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

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


                                                                              14



           Transaction Document to which it is expressed to be a party and the
           performance of its obligations under each Transaction Document to
           which it is expressed to be a party;

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

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

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

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

5.3   BY THE SECURITY TRUSTEE

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

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

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

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

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

      (e)  (LEGALLY BINDING OBLIGATION): its obligations under each Transaction
           Document to which it is expressed to be a party are valid, legally
           binding and enforceable obligations in accordance with the terms of
           each Transaction Document to which it is expressed to be a party,
           except as such enforceability


                                                                              15



           may be limited by any applicable bankruptcy, insolvency,
           re-organisation, moratorium or trust or general principles of equity
           or other similar laws affecting creditors' rights generally;

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

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

6.    TRUSTEE'S AND MANAGER'S COVENANTS

6.1   COVENANTS IN RESPECT OF CHARGED PROPERTY

      The Trustee undertakes that it will not without the prior written consent
      of the Security Trustee or as otherwise permitted by this Deed, the Master
      Trust Deed or the Series Supplement:

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

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

6.2   GENERAL COVENANTS

      The Trustee agrees to:

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

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

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


                                                                              16



           otherwise in the possession of, the Trustee, or which the Trustee is
           entitled to obtain from any person;

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

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

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

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

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

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

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

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

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

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

6.4   MANAGER'S UNDERTAKING

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

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

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


                                                                              17



           and provide the Trustee and the Security Trustee with details of such
           occurrence.

7.    EVENTS OF DEFAULT

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

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

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

           (iii) (SERIES TRUST IMPERFECTLY CONSTITUTED): the Series Trust is not
                 properly constituted or is imperfectly constituted in a manner
                 or to an extent that is regarded by the Security Trustee
                 (acting reasonably) to be materially prejudicial to the
                 interests of any class of Secured Creditor and is incapable of
                 being remedied or if it is capable of being remedied this has
                 not occurred to the reasonable satisfaction of the Security
                 Trustee within 30 days of the discovery thereof;

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

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

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

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

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

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


                                                                              18



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

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

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

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

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

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

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

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

8.2   EXTRAORDINARY RESOLUTIONS

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

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

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

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


                                                                              19



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

8.3   SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

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

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

           (i)   this Deed; and

           (ii)  if required by the Security Trustee (in its absolute
                 discretion), the Security Trustee being adequately indemnified
                 to its reasonable satisfaction from the Charged Property or, if
                 requested at any time before or during the relevant meeting,
                 the Security Trustee receiving from the Voting Secured
                 Creditors an indemnity in a form reasonably satisfactory to the
                 Security Trustee (which may be by way of an Extraordinary
                 Resolution of the Voting Secured Creditors) against all
                 actions, proceedings, claims and demands to which it may render
                 itself liable, and all costs, charges, damages and expenses
                 which it may incur, in giving effect to an Extraordinary
                 Resolution of the Voting Secured Creditors.

      (c)  (RANKING OF INDEMNITIES): The Security Trustee must first claim on
           its indemnity from the Charged Property and if it does not receive
           such indemnity from the Charged Property within 2 Business Days of
           the first claim then it may claim on any indemnity from the Voting
           Secured Creditors, including any indemnity provided under clause 8.4.

8.4   SECURITY TRUSTEE MUST RECEIVE INDEMNITY

      If:

      (a)  (SECURITY TRUSTEE REQUIRES INDEMNITY): the Security Trustee convenes
           a meeting of the Voting Secured Creditors, or is required by an
           Extraordinary Resolution of the Voting Secured Creditors to take any
           action to enforce this Deed, and advises the Voting Secured Creditors
           at any time before or during the meeting that the Security Trustee
           will not take that action in relation to the enforcement of this Deed
           unless it is personally indemnified by the Voting Secured Creditors
           to its reasonable satisfaction against all actions, proceedings,
           claims and demands to which it may render itself liable, and all
           costs, charges, damages and expenses which it may incur, in relation
           to the enforcement of this Deed and put in funds to the extent to
           which it may become liable (including costs and expenses); and

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

      the Security Trustee will not be obliged to act in relation to the
      enforcement of this Deed. In these circumstances, the Voting Secured
      Creditors may then exercise such powers, and


                                                                              20



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

8.5   NOTICE TO TRUSTEE

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

8.6   MANAGER CONVENES MEETING

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

8.7   NOTICE OF EVENT OF DEFAULT

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

8.8   NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT

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

9.    ENFORCEMENT

9.1   POWER TO DEAL WITH AND PROTECTION OF THE CHARGED PROPERTY

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

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

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


                                                                              21



9.2   RESTRICTIONS ON POWER TO ENFORCE

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

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

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

9.3   NO OBLIGATION TO ENFORCE

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

9.4   LIMITATION ON RIGHTS OF SECURED CREDITORS

      Subject to clause 8.4:

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

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

9.5   IMMATERIAL WAIVERS

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

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


                                                                              22



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

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

9.6   ACCELERATION OF SECURED MONEYS FOLLOWING EVENT OF DEFAULT

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

10.   RECEIVERS - APPOINTMENT AND POWERS

10.1  APPOINTMENT OF RECEIVER

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

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

10.2  JOINT RECEIVERS

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

10.3  REMUNERATION OF RECEIVER

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


                                                                              23



10.4  INDEMNIFICATION OF RECEIVER

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

10.5  APPOINTMENT OVER PART

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

10.6  POWERS OF RECEIVER

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

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

      (b)  (TO COLLECT MONEYS): to convert, liquidate and reduce the Charged
           Property into money and, except as provided in clause 13.7, to
           convert any of the Charged Property denominated in a Foreign Currency
           into Australian dollars;

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

      (d)  (TO BORROW OR RAISE MONEY): to borrow or raise in any way from the
           Security Trustee or any other person any moneys which may be required
           for the purposes referred to in this Deed and in the name of the
           Trustee or otherwise to secure any moneys so borrowed or raised by
           the grant of any Security Interest over the Charged Property or any
           part thereof so that such Security Interest ranks in priority to,
           equally with or after the Charge, provided that the Security Trustee
           will not be bound to enquire as to the necessity or propriety of any
           such borrowing or raising nor be responsible for the misapplication
           or non-application of any moneys so borrowed or raised;

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


                                                                              24



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

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

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

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

      (j)  (TO PERFORM CONTRACTS): to perform, observe and carry out and enforce
           specific performance of, to exercise or refrain from exercising, the
           Trustee's rights and powers under, to obtain the benefit of and to
           vary or rescind, all contracts and rights forming part of the Charged
           Property and all instruments and arrangements entered into or held by
           the Trustee;

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

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

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

      (n)  (TO BANKRUPT DEBTORS AND WIND-UP COMPANIES): to make debtors bankrupt
           and to wind-up companies and to do all things in connection with any


                                                                              25



           bankruptcy or winding up which the Receiver thinks necessary for the
           recovery or protection of the Charged Property or any part thereof or
           for the security or other benefit of the Security Trustee or the
           Secured Creditors;

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

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

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

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

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

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

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

10.7  INDEMNITY

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

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

11.1  SECURITY TRUSTEE HAS POWERS OF RECEIVER

      At any time after an Event of Default occurs, the Security Trustee, in
      addition to the powers conferred on it by any other provision of this Deed
      or by law, may, without giving any notice, exercise all or any of the
      powers conferred on a Receiver, or which would be


                                                                              26



      conferred on a Receiver if appointed by this Deed, as if the same had been
      expressly conferred on the Security Trustee and the Security Trustee may
      itself exercise such powers, authorities and discretions and/or may
      appoint an agent or joint and/or several agents for that purpose. When any
      such agent(s) are appointed the Security Trustee may:

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

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

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

11.2 ACT JOINTLY

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

11.3  NO LIABILITY FOR LOSS

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

11.4  NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

      Neither the Security Trustee nor any Receiver will by reason of the
      Security Trustee or the Receiver entering into possession of the Charged
      Property or any part thereof be liable to account as mortgagee or chargee
      in possession or for anything except actual receipts or be liable for any
      loss upon realisation or for any default, omission, delay or mistake for
      which a mortgagee or chargee in possession might be liable.

11.5  NO CONFLICT

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

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

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

11.6  CONTRACT INVOLVING CONFLICT OF DUTY

      Any contract which involves any such conflict of duty or interest will not
      be void or voidable by virtue of any such conflict of duty or interest nor
      will the Security Trustee or


                                                                              27



      Receiver be liable to account to the Trustee or any other person for any
      moneys because of any such conflict of interest or duty.

11.7  POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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


                                                                              28



11.8  SECURITY TRUSTEE MAY MAKE GOOD DEFAULT

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

11.9  NOTICE FOR EXERCISE OF POWERS

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

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

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

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

11.10 BENEFIT FOR RECEIVER ETC.

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

12.   PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER

12.1  NO ENQUIRY

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


                                                                              29



12.2  RECEIPTS

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

13.   APPLICATION OF MONEYS

13.1  PRIORITY OF PAYMENTS

      Subject to clause 13.7, all moneys received in connection with this Deed
      by the Security Trustee or by the Receiver in relation to the Charged
      Property pursuant to the provisions of this Deed are to be applied as
      follows:

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

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

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

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

      (e)  (PAYMENT OF CURRENCY SWAP TERMINATION PROCEEDS TO OFFERED NOTE
           HOLDERS): fifth, as follows:

           (i)   in payment to the Class A-1 Noteholders of the Class A-1
                 Currency Swap Termination Proceeds (if any) toward satisfaction
                 of any Secured Moneys owing in relation to the Class A-1 Notes
                 (such Secured Moneys for this purpose will be denominated in US
                 dollars); and


                                                                              30



           (ii)  in payment to the Class A-3 Noteholders of the Class A-3
                 Currency Swap Termination Proceeds (if any) toward satisfaction
                 of any Secured Moneys owing in relation to the Class A-3 Notes
                 (such Secured Moneys for this purpose will be denominated in
                 Euro);

      (f)  (PRINCIPAL CARRYOVER AMOUNT): sixth, in payment rateably to:

           (i)   subject to clause 13.5(b), the Class A-1 Noteholders the
                 balance, if any, of the Class A-1 Principal Carryover Amount
                 toward satisfaction of any Secured Moneys owing in relation to
                 the Class A-1 Notes (the Secured Moneys owing in respect of the
                 principal component of the Class A-1 Notes for this purpose
                 will be calculated based on their Stated Amount and such
                 Secured Moneys will be converted from US dollars to Australian
                 dollars in accordance with clause 13.5(a)); and

           (ii)  subject to clause 13.6(b), the Class A-3 Noteholders the
                 balance, if any, of the Class A-3 Principal Carryover Amount
                 toward satisfaction of any Secured Moneys owing in relation to
                 the Class A-3 Notes (the Secured Moneys owing in respect of the
                 principal component of the Class A-3 Notes for this purpose
                 will be calculated based on their Stated Amount and such
                 Secured Moneys will be converted from Euro to Australian
                 dollars in accordance with clause 13.6(a));

      (g)  (INCOME CARRYOVER AMOUNT): seventh, in payment rateably to:

           (i)   subject to clause 13.5(b), the Class A-1 Noteholders the
                 balance, if any, of the Income Carryover Amount as at the
                 Monthly Distribution Date immediately preceding enforcement of
                 the charge towards satisfaction of any accrued but unpaid
                 interest on the Class A-1 Notes (the Secured Moneys owing in
                 respect of the accrued but unpaid interest component of the
                 Class A-1 Notes for this purpose will be converted from US
                 dollars to Australian dollars in accordance with clause
                 13.5(a)); and

           (ii)  subject to clause 13.6(b), the Class A-3 Noteholders the
                 balance, if any, of the Income Carryover Amount as at the
                 Monthly Distribution Date immediately preceding enforcement of
                 the charge towards satisfaction of any accrued but unpaid
                 interest on the Class A-3 Notes (the Secured Moneys owing in
                 respect of the accrued but unpaid interest component of the
                 Class A-3 Notes for this purpose will be converted from Euro to
                 Australian dollars in accordance with clause 13.6(a));

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

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

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


                                                                              31



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

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

           (i)   subject to clause 13.5(b) in the case of the Class A-1
                 Noteholders and to clause 13.6(b) in the case of the Class A-3
                 Noteholders, to the Senior Securityholders of all other Secured
                 Moneys owing in relation to the Senior Securities (the Secured
                 Moneys owing in respect of the principal component of the
                 Senior Securities for this purpose will be calculated based on
                 their Stated Amount and such Secured Moneys in respect of the
                 Class A-1 Notes will be converted from US dollars to Australian
                 dollars in accordance with clause 13.5(a) and in respect of the
                 Class A-3 Notes will be converted from Euro to Australian
                 dollars in accordance with clause 13.6(a)), to be applied
                 amongst them:

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

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

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

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

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

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

      (k)  (PAYMENT OF OTHER SECURED MONEYS FOR SENIOR SECURITYHOLDERS):
           eleventh, subject to clause 13.5(b) in the case of the Class A-1
           Noteholders and to clause 13.6(b) in the case of the Class A-3
           Noteholders, to the Senior Securityholders and the Standby Redraw
           Facility Provider of all Unreimbursed Principal Charge-Offs
           constituting remaining Secured Moneys owing in respect of the Senior
           Securities or Standby Redraw Facility Agreement (such Secured Moneys
           in respect of the Class A-1 Notes will be converted from US dollars
           to Australian dollars in accordance with clause 13.5(a) and in
           respect of the Class A-3 Notes will be converted from Euro to
           Australian dollars in accordance with clause 13.6(a)) to be
           distributed rateably amongst the Senior Securityholders and the
           Standby Redraw Facility Provider;


                                                                              32



      (l)  (PAYMENT OF EXCHANGE RATE DIFFERENTIAL TO OFFERED NOTEHOLDERS):
           twelfth, if after the application of clauses 13.5(b) and 13.6(b) in
           respect of any Australian dollar payments under clauses 13.1(j) and
           (k), and after the application of clause 13.1(e) there are still
           Secured Moneys owing in respect of the Offered Notes (denominated in
           US dollars in the case of the Class A-1 Notes and in Euro in the case
           of the Class A-3 Notes), in payment, subject to clause 13.5(b) in the
           case of the Class A-1 Notes and to clause 13.6(b) in the case of the
           Class A-3 Notes, amongst the Offered Notes of such remaining Secured
           Moneys owing in relation to the Offered Notes until, after the
           further application of clause 13.5(b) in the case of the Class A-1
           Notes and to clause 13.6(b) in the case of the Class A-3 Notes, all
           Secured Moneys owing in respect of the Offered Notes (denominated in
           US dollars in the case of the Class A-1 Notes and in Euro in the case
           of the Class A-3 Notes) are paid to the Offered Noteholders;

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

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

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

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

      (o)  (SUBSEQUENT SECURITY INTERESTS): fifteenth, in payment of subsequent
           Security Interests over the Charged Property of which the Security
           Trustee is aware, in the order of their priority and the Security
           Trustee and the Receiver will be entitled to rely upon a certificate
           from the holder of any subsequent Security Interests as to the amount
           so secured and will not be bound to enquire further as to the
           accuracy of that amount or as to whether that amount or any part
           thereof is validly secured by the subsequent Security Interests; and

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

13.2  MONEYS RECEIVED

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

13.3  APPLICATION OF MONEYS

      Notwithstanding any principle or presumption of law to the contrary or any
      direction given at the time of it being received by the Security Trustee
      or the Receiver, the Security Trustee and the Receiver each has, subject
      to this Deed, an absolute discretion without the need to communicate its
      election to any person to apply any payment or credit received by


                                                                              33



      it under this Deed in reduction of any part or parts of the Secured
      Moneys, whenever and on whatever account the same became secured.

13.4  INVESTMENT OF FUNDS

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

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

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

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

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

           (i)   the US$ Exchange Rate; or

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

      (b)  (PAYMENTS IN US$): All actual payments to the Class A-1 Noteholders
           by the Security Trustee pursuant to this Deed must be made in US
           dollars. The Security Trustee must convert (and pay to the Class A-1
           Noteholders) all Australian dollar amounts payable to the Class A-1
           Noteholders under clauses 13.1(f), (g), (j) and (k) (and, if
           applicable, clause 13.1(l)) at the rate that it is able to acquire US
           dollars in the Australian spot foreign exchange market. It need only
           apply so many Australian dollars for this purpose as is sufficient to
           acquire the necessary US dollars, when combined with the US dollars
           (if any) from the application of clause 13.1(e), as equals the
           Secured Moneys (denominated in US dollars) owing in respect of the
           Class A-1 Notes. If, after the application of this clause 13.5(b),
           there is any surplus of Australian dollars then, subject to clause
           13.6(b) in the case of the Class A-3 Notes, these are to be applied
           in accordance with clause 13.1(j) to the other Secured Creditors
           referred to therein (if necessary) and clauses 13.1(m)-(p) (as
           applicable);

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


                                                                              34



13.6  CONVERSION INTO A$ OF CLASS A-3 NOTES DENOMINATED IN EURO

      (a)  (CONVERSION FOR THE PURPOSES OF CLAUSE 13.1(F)(II), (G)(II), (J)(I)
           AND (K)): In calculating the amount of any Secured Moneys to be
           distributed to the Class A-3 Noteholders in accordance with clause
           13.1(f)(ii), (g)(ii), (j)(i) and (k), the Security Trustee will
           convert the amount of such Secured Moneys from Euro to Australian
           dollars at the exchange rate below which produces the lowest amount
           in Australian dollars:

           (i)   the Euro Exchange Rate; or

           (ii)  the spot exchange rate as advised to the Security Trustee by
                 the Manager between Euro and Australian dollars used for the
                 calculation of any amounts payable on the occurrence of an
                 "Early Termination Date" (if any) under the Class A-3 Currency
                 Swap (or, if different, the average of such rates).

      (b)  (PAYMENTS IN EURO): All actual payments to the Class A-3 Noteholders
           by the Security Trustee pursuant to this Deed must be made in Euro.
           The Security Trustee must convert (and pay to the Class A-3
           Noteholders) all Australian dollar amounts payable to the Class A-3
           Noteholders under clauses 13.1(f), (g), (j) and (k) (and, if
           applicable, clause 13.1(l)) at the rate that it is able to acquire
           Euro in the Australian spot foreign exchange market. It need only
           apply so many Australian dollars for this purpose as is sufficient to
           acquire the necessary Euro, when combined with the Euro (if any) from
           the application of clause 13.1(e), as equals the Secured Moneys
           (denominated in Euro) owing in respect of the Class A-3 Notes. If,
           after the application of this clause 13.6(b), there is any surplus of
           Australian dollars then, subject to clause 13.5(b) in the case of the
           Class A-1 Notes, these are to be applied in accordance with clause
           13.1(j) to the other Secured Creditors referred to therein (if
           necessary) and clauses 13.1(m)-(p) (as applicable);

      (c)  (VOTING ENTITLEMENTS): In calculating the Secured Moneys in respect
           of the Class A-3 Notes for the purposes of the definitions of "Voting
           Entitlements" and "Voting Secured Creditors" and the Secured Moneys
           for the Annexure, such Secured Moneys will be converted to Australian
           dollars from Euro in accordance with clause 13.6(a).

13.7  APPLICATION OF CURRENCY SWAP TERMINATION PROCEEDS

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

      (b)  (CLASS A-3 CURRENCY SWAP): Any Class A-3 Currency Swap Termination
           Proceeds received by the Security Trustee must be retained by the
           Security Trustee in Euro and must be invested by it in a Euro
           interest bearing account with a bank or other financial institution
           selected by it and must be applied, if


                                                                              35



           there are any Secured Moneys owing in respect of the Class A-3 Notes,
           first in accordance with clause 13.1(e)(ii). If there are no such
           Secured Moneys owing in respect of the Class A-3 Notes, or only part
           of the Class A-3 Currency Swap Termination Proceeds are sufficient to
           pay all Secured Moneys (denominated in Euro) owing in respect of the
           Class A-3 Notes, the balance may be converted to Australian dollars
           for application in accordance with clause 13.1.

13.8  SATISFACTION OF DEBTS

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

14.   SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS

14.1  LIMITATIONS ON POWERS AND DUTIES OF SECURITY TRUSTEE

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

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

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

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

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

14.2  LIMITATION ON SECURITY TRUSTEE'S ACTIONS

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

14.3  ADDITIONAL POWERS, PROTECTIONS, ETC.

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

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


                                                                              36



           Security Trustee to the extent to which they can be satisfied out of
           such moneys in accordance with this Deed.

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

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

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

      (e)  (ACTS PURSUANT TO RESOLUTIONS): The Security Trustee will not be
           responsible for having acted in good faith upon any resolution
           purporting to have been passed at any meeting of the Voting Secured
           Creditors in respect of which minutes have been made and signed even
           though it may subsequently be found that there was some defect in the
           constitution of such meeting or the passing of such resolution or
           that for any reason such resolution was not valid or binding upon the
           Secured Creditors or upon the Security Trustee.

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

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

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


                                                                              37



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

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

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

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

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

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

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


                                                                              38



           her or any partner of his or her or by his or her firm in connection
           with this Deed and also his or her reasonable charges in addition to
           disbursements for all other work and business done and all time spent
           by him or her or his or her partners or firm on matters arising in
           connection with this Deed including matters which might or should
           have been attended to in person by a trustee not being a lawyer,
           banker, broker or other professional person.

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

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

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

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

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

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


                                                                              39



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

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

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

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

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

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

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

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


                                                                              40



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

14.4  LIMITATION OF LIABILITY

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

14.5  DEALINGS WITH TRUST

      None of the:

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

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

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

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

      is prohibited from:

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

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

           (i)   contracting with;

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

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

      any other of them or any Secured Creditor; or

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


                                                                              41



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

14.6  DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS

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

14.7  DELEGATION OF DUTIES OF SECURITY TRUSTEE

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

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

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

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

14.8  RELATED BODY CORPORATE OF THE SECURITY TRUSTEE

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

15.   DUTIES OF THE SECURITY TRUSTEE

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

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

15.2  SECURITY TRUSTEE'S FURTHER DUTIES

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

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


                                                                              42



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

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

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

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

15.3  TRUSTEE LIABLE FOR NEGLIGENCE ETC.

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

15.4  NO LIABILITY FOR TRANSACTION DOCUMENTS

      The Security Trustee has no responsibility for the form or content of this
      Deed or any other Transaction Document and will have no liability arising
      in connection with any inadequacy, invalidity or unenforceability (other
      than as a result of a breach of this Deed by the Security Trustee) of any
      provision of this Deed or any Transaction Document.

15.5  RESOLUTION OF CONFLICTS

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

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

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


                                                                              43



16.   INDEMNITY BY TRUSTEE

16.1  INDEMNITY

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

16.2  EXTENT OF SECURITY TRUSTEE'S INDEMNITY

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

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

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

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

      (d)  (LEGAL COSTS): without limiting the generality of clause 16.2(b), all
           legal costs and disbursements (at the usual commercial rates of the
           relevant legal services provider) and all other costs, disbursements,
           outgoings and expenses of the Security Trustee in connection with the
           initiation, carriage and settlement of any court proceedings
           (including, without limitation, proceedings against the


                                                                              44



           Trustee arising from any neglect, breach or default by the Trustee
           under this Deed) in respect of this Deed.

16.3  COSTS OF EXPERTS

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

16.4  NON-DISCHARGE

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

16.5  RETENTION OF LIEN

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

17.   MEETINGS OF VOTING SECURED CREDITORS

17.1  MEETINGS REGULATED BY THE ANNEXURE

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

17.2  LIMITATION ON SECURITY TRUSTEE'S POWERS

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

18.   CONTINUING SECURITY AND RELEASES

18.1  LIABILITY PRESERVED

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


                                                                              45



18.2  TRUSTEE'S LIABILITY NOT AFFECTED

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

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

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

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

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

18.3  WAIVER BY TRUSTEE

      The Trustee waives in favour of the Security Trustee:

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

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

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

19.   REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE

19.1  REMUNERATION

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

19.2  RETIREMENT OF SECURITY TRUSTEE

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

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

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


                                                                              46



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

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

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

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

19.3  REMOVAL BY MANAGER

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

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

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

19.4  SECURITY TRUSTEE MAY RETIRE

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


                                                                              47



19.5  RETIREMENT OF TRUSTEE UNDER MASTER TRUST DEED

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

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

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

19.6  APPOINTMENT OF SUBSTITUTE SECURITY TRUSTEE BY VOTING SECURED CREDITORS

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

19.7  RELEASE OF SECURITY TRUSTEE

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

19.8  VESTING OF SECURITY TRUST FUND IN SUBSTITUTE SECURITY TRUSTEE

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

19.9  SUBSTITUTE SECURITY TRUSTEE TO EXECUTE DEED

      Each Substitute Security Trustee must upon its appointment execute a deed
      in such form as the Manager may require whereby such Substitute Security
      Trustee must undertake to


                                                                              48



      the Secured Creditors jointly and severally to be bound by all the
      covenants on the part of the Security Trustee under this Deed from the
      date of such appointment.

19.10 RATING AGENCIES ADVISED

      The Manager must promptly:

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

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

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

20.   ASSURANCE

20.1  FURTHER ASSURANCE

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

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

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

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

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

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

20.2  POSTPONEMENT OR WAIVER OF SECURITY INTERESTS

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

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


                                                                              49



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

20.3  REGISTRATION OF CHARGE

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

20.4  CAVEATS

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

21.   PAYMENTS

21.1  MONEYS REPAYABLE AS AGREED OR ON DEMAND

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

21.2  NO SET-OFF OR DEDUCTION

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

22.   DISCHARGE OF THE CHARGE

22.1  RELEASE

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


                                                                              50



22.2  CONTINGENT LIABILITIES

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

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

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

22.3  CHARGE REINSTATED

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

23.   OFFERED NOTE TRUSTEE

23.1  CAPACITY

      The Offered Note Trustee is a party to this Deed in its capacity as
      trustee for the Offered Noteholders from time to time under the Offered
      Note Trust Deed. Notwithstanding any other provision of this Deed, the
      Offered Note Trustee has no rights, obligations or liabilities under this
      Deed until the Offered Note Trust Deed has been duly executed by all
      parties to it.

23.2  EXERCISE OF RIGHTS

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

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

      (b)  (LIMITED RIGHT OF ENFORCEMENT BY OFFERED NOTEHOLDERS): the Offered
           Noteholders may only exercise enforcement rights in respect of the
           Charged Property through the Offered Note Trustee and only in
           accordance with this Deed.


                                                                              51



23.3  INSTRUCTIONS OR DIRECTIONS

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

23.4  PAYMENTS

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

23.5  NOTICES

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

23.6  LIMITATION OF OFFERED NOTE TRUSTEE'S LIABILITY

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

24.   AMENDMENT

24.1  AMENDMENT BY SECURITY TRUSTEE

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

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

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

      (c)  (AMENDMENT TO LAW): in the opinion of the Security Trustee is
           appropriate or expedient as a consequence of an amendment to any
           Statute or regulation or altered requirements of any Governmental
           Agency or any decision of any court (including, without limitation,
           an alteration, addition or modification which is in the opinion of
           the Security Trustee appropriate or expedient as a consequence of the
           enactment of a Statute or regulation or an amendment to any Statute
           or regulation or ruling by the Commissioner or Deputy Commissioner of
           Taxation or any governmental announcement or statement or any
           decision of any court, in any case which has or may have the effect
           of


                                                                              52



           altering the manner or basis of taxation of trusts generally or of
           trusts similar to the Security Trust); or

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

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

24.2  CONSENT REQUIRED GENERALLY

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

24.3  CONSENT TO PAYMENT MODIFICATION IN RELATION TO OFFERED NOTES If any
      alteration, addition or revocation referred to in clause 24.1 effects or
      purports to effect a Payment Modification (as defined in the Offered Note
      Trust Deed) it will not be effective as against a given Offered Noteholder
      unless consented to by that Offered Noteholder.

24.4  NO RATING AGENCY DOWNGRADE

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

24.5  DISTRIBUTION OF AMENDMENTS

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

25.   EXPENSES AND STAMP DUTIES

25.1  EXPENSES

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


                                                                              53



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

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

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

      (d)  (REG AB COMPLIANCE): the compliance by the Security Trustee of its
           obligations under clause 29.25.

25.2  STAMP DUTIES

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

      (b)  (TRUSTEE MUST INDEMNIFY): The Trustee will indemnify and keep
           indemnified each of the Security Trustee against any loss or
           liability incurred or suffered by it as a result of the delay or
           failure by the Trustee to pay such Taxes.

25.3  GOODS AND SERVICES TAX

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

26.   GOVERNING LAW AND JURISDICTION

26.1  GOVERNING LAW

      This Deed is governed by and construed in accordance with the laws of the
      Australian Capital Territory.

26.2  JURISDICTION

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


                                                                              54



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

27.   NOTICES

27.1  METHOD OF DELIVERY

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

      (a)  (IN WRITING AND SIGNED BY AUTHORISED OFFICER): except in the case of
           communication by email, be in writing and signed by an Authorised
           Officer of the party giving the same; and

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

           (i)   left at the address of the addressee;

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

           (iii) sent by facsimile to the facsimile number of the addressee; or

           (iv)  sent by email by an Authorised Officer of the party giving the
                 same in accordance with the addressee's email details,

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

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

27.2  DEEMED RECEIPT

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

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

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

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

      (d)  (EMAIL): where sent by email, on the date the email is received,


                                                                              55



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

27.3  EMAIL

      A notice, request, certificate, approval, demand, consent or other
      communication to be given under this Deed may only be given by email where
      the recipient has separately agreed that that communication or
      communications of that type, may be given by email.

28.   TRUSTEE'S LIMITED LIABILITY

28.1  LIMITATION ON TRUSTEE'S LIABILITY

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

28.2  CLAIMS AGAINST TRUSTEE

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

28.3  BREACH OF TRUSTEE

      The provisions of this clause 28 will not apply to any obligation or
      liability of the Trustee to the extent that it is not satisfied because
      under the Master Trust Deed, the Series Supplement or any other
      Transaction Document or by operation of law there is a reduction in the
      extent of the Trustee's indemnification out of the Assets of the Series
      Trust, as a result of the Trustee's fraud, negligence or wilful default.

28.4  ACTS OR OMISSIONS

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


                                                                              56



28.5  NO AUTHORITY

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

28.6  NO OBLIGATION

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

29.   MISCELLANEOUS

29.1  ASSIGNMENT BY TRUSTEE

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

29.2  ASSIGNMENT BY MANAGER

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

29.3  ASSIGNMENT BY SECURITY TRUSTEE

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

29.4  ASSIGNMENT BY OFFERED NOTE TRUSTEE

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

29.5  CERTIFICATE OF SECURITY TRUSTEE

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


                                                                              57



29.6  CONTINUING OBLIGATION

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

29.7  SETTLEMENT CONDITIONAL

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

29.8  NO MERGER

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

29.9  INTEREST ON JUDGMENT

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

29.10 NO POSTPONEMENT

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

29.11 SEVERABILITY OF PROVISIONS

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

29.12 REMEDIES CUMULATIVE

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


                                                                              58



29.13 WAIVER

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

29.14 CONSENTS AND APPROVALS

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

29.15 WRITTEN WAIVER, CONSENT AND APPROVAL

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

29.16 TIME OF ESSENCE

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

29.17 MORATORIUM LEGISLATION

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

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

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

      are expressly waived negatived and excluded.

29.18 DEBIT ACCOUNTS

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


                                                                              59



29.19 SET-OFF

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

29.20 BINDING ON EACH SIGNATORY

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

29.21 COUNTERPARTS

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

29.22 PRIVACY

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

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

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

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

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

                  B.   except as expressly provided pursuant to the Transaction
                       Documents, will not be disclosed to any third party
                       unless express consent in writing is obtained from the
                       Providing Party; and

           (ii)   in addition to the obligation under paragraph (b) above, it
                  will comply with the Privacy Act and all applicable
                  regulations, principles, standards, codes of conduct or
                  guidelines concerning the handling of Personal Information
                  under that Act or with any request or direction arising
                  directly from or in connection with the proper exercise of the
                  functions of the Privacy Commissioner, to the extent required
                  by law.

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


                                                                              60



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

      (f)  (OFFERED NOTE TRUSTEE AGREES): The Offered Note Trustee agrees:

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

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

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

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

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

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

29.23 CONTRA PROFERENTEM

      Each provision of this Deed will be interpreted without disadvantage to
      the party who (or whose representative) drafted that provision.

29.24 KNOW YOUR CUSTOMER

      Subject to any confidentiality, privacy or general trust law obligations
      owed by The Bank of New York to Offered Noteholders or by Perpetual
      Trustee Company Limited to Noteholders and any applicable confidentiality
      or privacy laws, each party ("INFORMATION PROVIDER") agrees to provide any
      information and documents reasonably required by another party for that
      other party to comply with any applicable anti-money laundering or
      counter-terrorism financing laws including, without limitation, any laws
      imposing "know your customer" or other identification checks or procedures
      on a party, but only to the extent that such information is in the
      possession of, or otherwise readily available to, the Information
      Provider. Any party may decline to perform any obligation under the
      Transaction Documents to the extent that it forms the view, in its
      reasonable opinion, that notwithstanding that it has taken all reasonable
      steps to comply with such anti-money laundering or counter-terrorism
      financing laws, it is required to decline to perform those obligations
      under any such laws.

29.25 COMPLIANCE WITH REGULATION AB

      The Security Trustee acknowledges and agrees that to the extent it agrees
      with the Manager that the Security Trustee is "participating in the
      servicing function" in relation to


                                                                              61



      the Series Trust within the meaning of Item 1122 of Regulation AB, clauses
      16.31(b) and (d) of the Series Supplement will apply to this Agreement as
      if references to "the Servicer" in those clauses were references to the
      Security Trustee and the definition of "Subcontractor" in clause 1.1 of
      the Series Supplement will be construed accordingly.


                                                                              62



EXECUTED as a deed.

SIGNED SEALED AND DELIVERED for and on
behalf of P.T. LIMITED ABN 67 004 454
666
by
its Attorney under a Power of Attorney
dated and who declares that he or she
has not received any notice of the         -------------------------------------
revocation of such Power of Attorney in    Signature of Attorney
the presence of:


----------------------------------------
Signature of Witness


----------------------------------------
Name of Witness in full

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


                                           -------------------------------------
                                           Signature of Authorised Signatory


----------------------------------------
Signature of Witness


----------------------------------------
Name of Witness in full


                                                                              63



SIGNED SEALED AND DELIVERED for and on
behalf of SECURITISATION ADVISORY
SERVICES PTY. LIMITED ABN 88 064 133 946
by
its Attorney under a Power of Attorney     -------------------------------------
dated and registered Book______ No.____    Signature of Attorney
and who declares that he or she has not
received any notice of the revocation of
such Power of Attorney in the presence
of:


----------------------------------------
Signature of Witness


----------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on
behalf of PERPETUAL TRUSTEE COMPANY
LIMITED ABN 42 000 001 007
by
its Attorney under a Power of Attorney     -------------------------------------
dated and who declares that he or she      Signature of Attorney
has not received any notice of the
revocation of such Power of Attorney in
the presence of:


----------------------------------------
Signature of Witness


----------------------------------------
Name of Witness in full


                                                                              64



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

               PROVISIONS FOR MEETINGS OF VOTING SECURED CREDITORS

1.    Definitions and incorporation of terms

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

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

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

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

2.    CONVENING OF MEETINGS

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

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

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

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

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

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

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

                  B.   there are then no Offered Notes outstanding.

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


                                                                               1



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

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

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

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

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

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

3.    NOTICE OF MEETINGS

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

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

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

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

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

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

           (ii)   the reason for the meeting being convened;

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

           (iv)   the terms of any proposed resolution;

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

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


                                                                               2



4.    SHORTER NOTICE OF MEETING

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

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

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

5.    CHAIRMAN

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

6.    QUORUM

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

7.    ADJOURNMENT

      (a)  (ADJOURNMENT): If within 15 minutes from the time appointed for any
           such meeting a quorum is not present, the meeting must, if convened
           upon the requisition of Voting Secured Creditors, be dissolved. In
           any other case it must stand adjourned (unless the Security Trustee
           agrees that it be dissolved) for such period, not being less than 7
           days nor more than 42 days, as may be appointed by the chairman. At
           such adjourned meeting, two or more persons present in person
           holding, or being Representatives holding or representing between
           them, Voting Entitlements comprising in aggregate a number of votes
           which is not less than 50% of the aggregate number of votes comprised
           in all Voting Entitlements at the time must (except for the purpose
           of passing an Extraordinary Resolution) form a quorum and will have
           the power to pass any resolution and to decide upon all matters which
           could properly have been dealt with at the meetings from which the
           adjournment took place had a quorum been present at such meeting. The
           quorum at any such adjourned meeting for passing an Extraordinary
           Resolution will be as specified in clause 6.

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


                                                                               3



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

8.    VOTING PROCEDURE

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

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

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

      (d)  (VOTING BY SECURED CREDITORS):

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

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

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

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


                                                                               4



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

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

9.    RIGHT TO ATTEND AND SPEAK

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

10.   APPOINTMENT OF PROXIES

      (a)  (PROXY): Each appointment of a proxy must be in writing and, together
           (if required by the Security Trustee) with proof satisfactory to the
           Security Trustee of its due execution, must be deposited at the
           registered office of the Security Trustee or at such other place
           designated by the Security Trustee not less than 24 hours before the
           time appointed for holding the meeting or adjourned meeting at which
           the named proxy proposes to vote and in default, the appointment of
           proxy will not be treated as valid unless the chairman of the meeting
           decides otherwise before such meeting or adjourned meeting proceeds
           to business. A notarially certified copy of proof (if applicable) of
           due execution must if required by the Security Trustee be produced by
           the proxy at the meeting or adjourned meeting. The Security Trustee
           will be under no obligation to investigate or be concerned with the
           validity of, or the authority of, the proxy named in any such
           appointment. The proxy named in any appointment of proxy need not be
           a Voting Secured Creditor.

      (b)  (PROXY VALID): Any vote given in accordance with the terms of an
           appointment of proxy conforming with clause 10(a) will be valid
           notwithstanding the previous revocation or amendment of the
           appointment of proxy or of any of the Voting Secured Creditor's
           instructions pursuant to which it was executed, provided that no
           intimation in writing of such revocation or amendment has been
           received by the Security Trustee at its registered office or by the
           chairman of the meeting in each case not less than 24 hours before
           the commencement of the meeting or adjourned meeting at which the
           appointment of proxy is used.

11.   CORPORATE REPRESENTATIVES

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


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      or at the meeting or adjourned meeting or for the taking of a poll at
      which he or she proposes to vote.

12.   RIGHTS OF REPRESENTATIVES

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

13.   POWERS OF A MEETING OF VOTING SECURED CREDITORS

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

           (i)    to direct the Security Trustee in the action that should be
                  taken by it following the occurrence of an Event of Default;

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

           (i)    there are then no Senior Securities outstanding;

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

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

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

14.   EXTRAORDINARY RESOLUTION BINDING ON SECURED CREDITORS

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


                                                                               7



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

      (b)  (EXTRAORDINARY RESOLUTION AFFECTING OFFERED NOTEHOLDERS): subject to
           clause 14(c) in the case of an Extraordinary Resolution purporting to
           effect a Payment Modification (as defined in the Offered Note Trust
           Deed), an Extraordinary Resolution which by its terms, in the opinion
           of the Offered Note Trustee in accordance with, and subject to, the
           Offered Note Trust Deed, affects the Offered Noteholders only, or in
           a manner different to the rights of Secured Creditors generally, or
           alters the terms of the Offered Notes, or is materially prejudicial
           to the interests of the Offered Noteholders, will not be effective
           unless a Special Majority (as defined in the Offered Note Trust Deed)
           of the Offered Noteholders has consented, in accordance with the
           Offered Note Trust Deed, to such Extraordinary Resolution of the
           Voting Secured Creditors or, if the Offered Noteholders have become
           entitled to attend a meeting of Voting Secured Creditors, the Offered
           Noteholders at a separate meeting pass an Extraordinary Resolution
           consenting to such Extraordinary Resolution of the Voting Secured
           Creditors;

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

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

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

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


                                                                               8



15.   MINUTES AND RECORDS

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

16.   WRITTEN RESOLUTIONS

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

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

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

17.   INVALID RESOLUTIONS

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

18.   FURTHER PROCEDURES FOR MEETINGS

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

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

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

19.   CLASS OF SECURED CREDITORS

      The provisions of this Annexure apply, mutatis mutandis, to a meeting of
      any class of Voting Secured Creditors under this Annexure or the Security
      Trust Deed. If the Offered Noteholders


                                                                               9



      become entitled to attend a meeting of Voting Secured Creditors or to have
      their own separate meeting, the evidence of the entitlement of such
      Offered Noteholders to attend such meeting and to vote thereat, and any
      other relevant matters, will be determined in accordance with the Offered
      Note Trust Deed and the Agency Agreement, with such amendments as
      determined by the Security Trustee.


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