Appointment of Receivers and Managers

BANKING DEED OF CHARGE

RECEIVERSHIP CLAUSES

EVENTS OF DEFAULT

It is an Event of Default if any of the following events occur, whether or not within the control of any party, namely:

General Terms: any of the events described in clause 11.1 of the General Terms;

distress or execution: any distress, attachment, execution, judgment or other Process is levied, issued, enforced or obtained on or against any of the Secured Property;

disposal of assets: any Transaction Party sells, transfers or otherwise disposes of, by one or more transactions (whether related or not), the whole or any part of its revenues or its assets and such sale, transfer, disposition or transaction, in the reasonable opinion of the Lender, has or may have a Material Adverse Effect on that Transaction Party; or

Material Adverse Change: there is, in the Lender’s reasonable opinion, a Material Adverse Change in any Transaction Party’s circumstances, or in the Secured Property, that may in the Lender’s view materially affect any Transaction Party’s ability to perform the Secured Obligations or any Security Interest in the Secured Property, or adversely affect the Lender’s ability to exercise all of its rights and remedies under this Deed.

Enforcement

Powers on enforcement

If an Event of Default occurs and is continuing, in addition to any other rights provided by law or under any Transaction Document including without limitation the provisions of clause 11.2 of the General Terms, the Lender may, in the Chargor’s name or in its own name, do anything

1 and exercise any right which the Chargor or where the Chargor is a corporation or a trust, its directors or trustees, as the case may be, could do or exercise in relation to the Secured Property including the power to:

possession: take immediate possession of, demand, collect or get in all or any of that property;

carry on business: carry on or manage or concur in the carrying on or management of any business of the Chargor;

dealing with Secured Property: insure, repair, improve, replace and develop that property;

appoint agents: appoint, employ and discharge managers, officers, employees, advisors, contractors or agents for any purpose and on such terms (including, without limitation, as to remuneration) as may be considered necessary or expedient;

disposals: dispose of or concur in the disposal of all or any of that property or any interest therein in such manner and generally on such terms and conditions as the Lender shall think fit;

severance of fixtures: sever any fixtures and sell the same separately;

acquisition of property: acquire any property or an interest in any property for inclusion in the Secured Property on such terms and conditions as may be considered necessary or expedient;

leases: lease, let or bail (whether or not in possession) all or any of that property on such terms and conditions (including, without limitation, as to term, rent and with or without a compulsory or optional purchasing clause) as the Lender shall think fit;

actions: bring, take, defend, compromise, arrange, submit to arbitration and discontinue or settle any accounts, claims, questions or disputes which may arise in connection with that property, the business of the Chargor or its premises or in any way relating to this Deed or the Secured Obligations and for any such purpose, use the name of the Chargor;

receipt: give a receipt for money paid to, or for property received by, it;

delegation: delegate any of the rights conferred upon the Lender under this Deed or by law;

authorise transactions: generally carry out, or cause or authorise to be carried out, any transaction, scheme or arrangement whatsoever in relation to that property that the Lender may consider necessary or expedient;

2 make arrangements: agree to any modification of any contract or arrangements then subsisting;

execution of blank certificates: complete in favour of the Lender or in favour of its nominee or a purchaser, any instrument executed in blank by or on behalf of it and deposited with the Lender or another person under any Transaction Document;

lending/borrowing of money: advance money to, or raise money from, any person with or without a Security Interest in that property;

execute agreements: execute on behalf of (or cause to authorise or to be executed) in the name of the Chargor or otherwise all agreements (including, for the avoidance of doubt, any assignments, transfers, registrations, conveyances, notices, and Guarantees or the creation of any Security Interest) in relation to any all or any of the Lender’s rights under this Deed or at law which the Lender may consider necessary or expedient;

cancellation of contracts: (with full power to buy in) cancel, rescind or vary any agreement, right or obligation;

remuneration: retain out of any moneys received by the Lender a reasonable sum for remuneration for its services;

call up Capital: where the Chargor is a corporation call up all or any portion of the unpaid Capital of the Chargor (if any) or enforce the payment of any calls previously made and unpaid;

incidental: do or omit to do anything incidental to its rights under this Deed or at law; or

delegate: delegate all or any of its rights under this Deed or at law.

Powers generally

In exercising any of the rights conferred upon the Lender under clause 10.1, the Lender may generally do or cause to be done such acts and things in relation to the business and property of the Chargor or the Secured Property as the Lender might do or cause to be done if the Lender had absolute ownership thereof and carry on the business for the Lender’s own benefit without being answerable for any loss or damage which may happen thereby.

Notice not required

The Lender need not give any notice, demand, or other communication to the Chargor or permit time to elapse before exercising any of its rights under clause 10.1 unless notice or demand or lapse of time is required by a law which cannot be excluded, and, without limiting the foregoing, to the fullest extent permitted under law, the Chargor

3 waives any requirement under or pursuant to law relating to the giving of notice and/or the expiration of any notice period during which any default must continue prior to or as a pre-condition to the exercise by the Lender of any of the Lender's rights.

APPOINTMENT OF RECEIVER

Appoint Receiver

If an Event of Default occurs and is continuing or any of the Secured Property is, in the opinion of the Lender, in jeopardy of seizure or removal under Process or otherwise then, in any such case, the Lender may in writing appoint any person or persons (whether an Authorised Officer of the Lender or not) to be a Receiver of all or any of the Secured Property or the income or profits of the Secured Property, or both on such terms as considered necessary or expedient by the Lender and may at any time or from time to time by notice in writing remove any such Receiver and appoint another or others in the Receiver’s place. If more than one Receiver is appointed pursuant to this clause 11.1, any such Receiver may act jointly or severally.

Agent of the Chargor

Every Receiver appointed pursuant to clause 11.1 is deemed to be the agent of the Chargor and the Chargor will be solely responsible for the Receiver’s acts or omissions.

Rights of Receiver

Any Receiver will (in addition to any statutory powers vested at any time in the Receiver or in receivers and/or managers generally) during the Receiver’s appointment, have all the rights which the Chargor itself may have in relation to the Secured Property including, without limitation, all rights and powers mentioned in clause 10 as if references to the Lender were to the Receiver (and whether or not any such powers are yet exercisable, or have been exercised, by the Lender).

Removal

The Lender may remove a Receiver. If a Receiver is removed then the Lender may appoint a new Receiver without prejudice to the power to appoint a further Receiver at any time.

Retirement or death

If a Receiver retires or dies, the Lender may appoint a new Receiver.

Remuneration

The Lender may fix the remuneration of any Receiver at a rate determined by the Lender from time to time. 4 Payment to Receiver by Lender form part of Secured Moneys

In the exercise of any of the Receiver's rights or powers the Lender may at the request of a Receiver advance and pay to him any moneys or provide whatever financial accommodation in each case as the Lender thinks fit and all moneys so advanced or paid and accommodation so provided will be deemed moneys advanced on the Chargor's account and form part of the Secured Moneys.

No enquiry necessary

A person paying money to or dealing with the Receiver will not be concerned to enquire whether or not the Receiver is authorised to act.

Delegation

A Receiver may delegate the Receiver's rights and powers, including this power of delegation, to any person for any period.

Reimbursement

The Chargor undertakes to reimburse on demand all amounts paid by any Receiver or the Lender, or for which the Receiver or the Lender becomes liable, in the exercise of any of the powers conferred on either of them under this deed or at law and these amounts form part of the Secured Moneys.

Moneys paid to Lender

The Lender is not obliged to apply in satisfaction or discharge of the Secured Moneys any moneys received by a Receiver, unless and until they have actually been paid by the Receiver to the Lender.

Appointment on request

Without prejudice to any other Lender’s rights or powers, the Lender may appoint any person or persons to be a Receiver of the Secured Property upon receipt by the Lender of a request signed by a director of the Chargor stating that the directors of the Chargor have passed a resolution requesting the Lender to appoint a Receiver of the Secured Property.

Withdrawal

The Lender and any Receiver appointed under this charge may at any time, in the Lender's or the Receiver's entire discretion, withdraw from possession after entry or appointment, re-enter and withdraw as often as the Lender or the Receiver considers expedient.

5 APPLICATION OF PROCEEDS

Subject to the repayment of any claims having priority to any claim of the Lender in respect of any Security Interest created by this Deed and to any statute that overrides this clause 12.1, the net profits (if any) of carrying on the business of the Chargor and the net proceeds of any sale or realisation of the Secured Property on enforcement received by any Receiver or the Lender will be paid or applied:

FIRST in satisfaction of all costs and expenses of whatever nature of and incidental to the exercise of all or any of the Lender’s rights under this Deed (including the exercise of any such rights of any Receiver and the remuneration of the Receiver);

SECONDLY in payment of any preferential claims that are by law given priority to any Security Interest created by this Deed;

THIRDLY in or towards satisfaction of the Secured Obligations; and

FOURTHLY as to the surplus (if any), to the person or persons that the Lender or Receiver considers are entitled to it (whether by virtue of statute or otherwise at law).

Contingent amounts

If any amount would otherwise be applied in or towards satisfaction of any Secured Moneys (whether under clause 4.3 or clause 12.1), but those Secured Moneys are subject to a contingency or are not quantified, that amount may be placed in an interest earning account until the indebtedness is no longer subject to that contingency or is quantified, at which time it may be applied in accordance with clause 12.1 or clause 4.3, as the case may be.

PROTECTION OF lender AND RECEIVER

No obligation

Except to the extent otherwise provided by any rule of law (and then only if such rule of law is incapable of being excluded by contractual agreement) neither the Lender nor any Receiver is:

no obligation: obliged to enforce any of the Secured Obligations (or take any action or proceedings for enforcement) or make any enquiry as to the nature or sufficiency of any payment owing to the Chargor by any person;

6 no liability: liable in respect of any loss or damage which results from, or is contributed to by, the exercise or attempted or purported exercise or the non-exercise by the Lender or a Receiver of its rights under this Deed or conferred by law; or

account: (in the case of the Lender) liable to account as a mortgagee in possession in respect of any Secured Property.

Recovery

In applying the proceeds of any sale or realisation of the whole or any part of the Secured Property, the Lender and any Receiver are only obliged to account to the Chargor in respect of so much of those proceeds as shall have been actually received in cleared funds as at the date of actual receipt of the same.

Moratorium legislation

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

lessens, varies or affects in favour of the Chargor or any Transaction Party any obligation under a Transaction Document; or

delays, prevents or prejudicially affects the exercise by the Lender of any right, power or remedy conferred by any Transaction Document,

is excluded from the Transaction Documents.

______

7 APPOINTMENT OF RECEIVERS AND MANAGERS

XYZ PTY LTD

Expressions used in this instrument

1. The following expressions are used in this instrument:

1.1 ‘ the charge’ means the deed of fixed and floating charge dated 23 November 2006, registered and numbered 123456 in the Australian Register of Company Charges, given to BigBank by the Company;

1.2 ‘the Company’ means XYZ Pty Ltd;

1.3 ‘ the mortgaged property’ means all the property, undertaking and rights presently or in the future held by the company including, without limitation:

(a) rights to receive capital and other money from shareholders or where the Company is a trustee, beneficiaries of a trust;

(b) the goodwill attaching to any business;

(c) Any property, undertaking or rights held as trustee;

(d) Any water licence granted to the Company;

1.4 ‘the operative date’ means the date of this instrument;

1.5 ‘BigBank’ means BigBank Australia Limited;

1.6 ‘the Receivers’ means and both of .

8 The security constituted by the charge

2. Pursuant to the provisions of the charge, the Company charged the mortgaged property to BigBank as security for the payment of the moneys described in the charge as the ‘Secured Money’ and the due performance of all its other obligations to BigBank.

Entitlement of BigBank to appoint receivers and managers of the mortgaged property

3. Pursuant to the provisions of the charge, BigBank is entitled to appoint receives and mangers of the mortgaged property.

Appointment of the receivers and managers by BigBank

4. Pursuant to the rights and powers conferred on BigBank by the provisions of the charge, BigBank appoints the Receivers jointly, and each of them severally, as the receivers and managers of the mortgaged property.

Commencement and termination of the appointment

5. The appointment of the Receivers as the receivers and managers of the mortgaged property:

1. commences on the operative date; and

2. terminates when the appointment is revoked by BigBank or is otherwise terminated.

Rights and powers of the receivers and managers

6. The Receivers have, and are entitled to exercise and enforce, all of the rights and powers conferred upon a receiver and manager by the provisions of the charge, and by the provisions of the Corporations Act 2001.

7. The rights and powers which are referred to in clause 6 of this instrument may be exercised and enforced by the Receivers jointly, and by each of them severally.