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                                                                     EXHIBIT 4.3

                        Series 2000-1G Medallion Trust

                              Security Trust Deed



                                     Date:


                                 P.T. Limited

                               Security Trustee



                     The Bank of New York, New York Branch

                            Class A-1 Note Trustee



                 Securitisation Advisory Services Pty. Limited

                                    Manager


                       Perpetual Trustee Company Limited

                                    Trustee



                                  CLAYTON UTZ
                                    Lawyers
                                 Levels 27-35
                             No.1 O=Connell Street
                                SYDNEY NSW 2000


                           (C)Copyright Clayton Utz
Liability is limited by the Solicitors Scheme under the Professional Standards
                                 Act 1994 NSW

                                   AUSTRALIA
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                               TABLE OF CONTENTS


Clause                                                                     Page


1.    DEFINITIONS AND INTERPRETATION                                          1

1.1   Definitions                                                             1
1.2   Series Supplement and Master Trust Deed Definitions                     7
1.3   Interpretation                                                          7
1.4   Incorporation of Annexure                                              10
1.5   Trustee=s capacity                                                     10
1.6   Determination of Outstanding Hedge Money                               10
1.7   Amounts Outstanding                                                    10
1.8   Benefit of Covenants under this Deed                                   11
1.9   Obligations Several                                                    11
1.10  Incorporated Definitions and other Provisions                          11

2.    THE SECURITY TRUST                                                     11

2.1   Appointment of Security Trustee                                        11
2.2   Declaration of Security Trust                                          11
2.3   Duration of Security Trust                                             11
2.4   Benefit of Security Trust                                              11
2.5   Interested Persons Bound                                               12
2.6   Nature of Rights of Secured Creditors                                  12
2.7   Shared Securities                                                      12

3.    PAYMENT OF SECURED MONEYS                                              12

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

4.    CHARGE                                                                 12

4.1   The Charge                                                             12
4.2   Floating Charge                                                        12
4.3   Ranking of Charge                                                      13
4.4   Crystallisation of Floating Charge                                     13
4.5   Consent to Dealings                                                    13
4.6   Re-Conversion from Fixed into Floating Charge                          13
4.7   Replacement of fixed charge over Charged Property                      13
4.8   Subsequent dealing                                                     14
4.9   Limit and Prospective Liability Amount                                 14

5.    REPRESENTATIONS AND WARRANTIES                                         14

5.1   By the Trustee                                                         14
5.2   By the Manager                                                         16

6.    TRUSTEE'S AND MANAGER'S COVENANTS                                      17

6.1   Covenants in respect of Charged Property                               17
6.2   General Covenants                                                      17
6.3   Dealing in Accordance with Master Trust Deed, the Series Supplement
      etc.                                                                   18
6.4   Manager's Undertaking                                                  19

7.    EVENTS OF DEFAULT                                                      19

8.    RIGHTS AND OBLIGATIONS OF THE SECURITY TRUSTEE

                                      (i)
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      FOLLOWING EVENT OF DEFAULT                                             20

8.1   Notify Voting Secured Creditors and Convene Meeting of Voting Secured
      Creditors                                                              20
8.2   Extraordinary Resolutions                                              21
8.3   Security Trustee to Act in Accordance with Directions                  21
8.4   Security Trustee Must Receive Indemnity                                22
8.5   Notice to Trustee                                                      22
8.6   Manager convenes meeting                                               23
8.7   Notice of Event of Default                                             23
8.8   Notice of action to remedy Event of Default                            23

9.    ENFORCEMENT                                                            23

9.1   Power to Deal with and Protection of the Charged Property              23
9.2   Restrictions on Power to Enforce                                       23
9.3   No Obligation to Enforce                                               24
9.4   Limitation on Rights of Secured Creditors                              24
9.5   Immaterial Waivers                                                     24
9.6   Acceleration of Secured Moneys following Event of Default              25

10.   RECEIVERS - APPOINTMENT AND POWERS                                     25

10.1  Appointment of Receiver                                                25
10.2  Joint Receivers                                                        25
10.3  Remuneration of Receiver                                               26
10.4  Indemnification of Receiver                                            26
10.5  Appointment over part                                                  26
10.6  Powers of Receiver                                                     26
10.7  Indemnity                                                              29

11.   POWERS AND PROTECTIONS FOR SECURITY TRUSTEE AND RECEIVER AND
      POWER OF ATTORNEY                                                      29

11.1  Security Trustee has Powers of Receiver                                29
11.2  Act Jointly                                                            29
11.3  No Liability for Loss                                                  30
11.4  No Liability to Account as Mortgagee in Possession                     30
11.5  No Conflict                                                            30
11.6  Contract Involving Conflict of Duty                                    30
11.7  Power of Attorney                                                      30
11.8  Security Trustee May Make Good Default                                 31
11.9  Notice for Exercise of Powers                                          32
11.10 Benefit for Receiver etc.                                              32

12.   PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE
      OR RECEIVER                                                            32

12.1  No Enquiry                                                             32
12.2  Receipts                                                               32

13.   APPLICATION OF MONEYS                                                  33

13.1  Priority of Payments                                                   33
13.2  Moneys Received                                                        35
13.3  Application of Moneys                                                  35
13.4  Investment of Funds                                                    36
13.5  Conversion into A$ of Class A-1 Notes denominated in US$               36
13.6  Application of Class A-1 Currency Swap Termination Proceeds            37
13.7  Satisfaction of Debts                                                  37

                                      (ii)
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14.   SUPPLEMENTAL SECURITY TRUSTEE PROVISIONS                               37

14.1  Limitations on Powers and Duties of Security Trustee                   37
14.2  Limitation on Security Trustee's Actions                               37
14.3  Additional Powers, Protections, etc.                                   38
14.4  Limitation of Liability                                                43
14.5  Dealings with Trust                                                    43
14.6  Discretion of Security Trustee as to Exercise of Powers                44
14.7  Delegation of Duties of Security Trustee                               44
14.8  Related Body Corporate of the Security Trustee                         44

15.   DUTIES OF THE SECURITY TRUSTEE                                         44

15.1  Duties of the Security Trustee limited to duties in this Deed          44
15.2  Security Trustee's Further Duties                                      44
15.3  Trustee Liable for Negligence etc.                                     45
15.4  No Liability for Transaction Documents                                 45
15.5  Resolution of Conflicts                                                45

                                     (iii)
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16.   INDEMNITY BY TRUSTEE                                                   46

16.1  Indemnity                                                              46
16.2  Extent of Security Trustee=s Indemnity                                 46
16.3  Costs of experts                                                       47
16.4  Non-Discharge                                                          47
16.5  Retention of Lien                                                      47

17.   MEETINGS OF VOTING SECURED CREDITORS                                   48

17.1  Meetings Regulated by the Annexure                                     48
17.2  Limitation on Security Trustee's Powers                                48

18.   CONTINUING SECURITY AND RELEASES                                       48

18.1  Liability Preserved                                                    48
18.2  Trustee=s Liability Not Affected                                       48
18.3  Waiver by Trustee                                                      49

19.   REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE                        49

19.1  Remuneration                                                           49
19.2  Retirement of Security Trustee                                         49
19.3  Removal by Manager                                                     50
19.4  Security Trustee May Retire                                            50
19.5  Retirement of Trustee under Master Trust Deed                          50
19.6  Appointment of Substitute Security Trustee by Voting Secured Creditors 51
19.7  Release of Security Trustee                                            51
19.8  Vesting of Security Trust Fund in Substitute Security Trustee          51
19.9  Substitute Security Trustee to Execute Deed                            51
19.10 Rating Agencies Advised                                                52

20.   ASSURANCE                                                              52

20.1  Further Assurance                                                      52
20.2  Postponement or Waiver of Security Interests                           52
20.3  Registration of Charge                                                 53
20.4  Caveats                                                                53

21.   PAYMENTS                                                               53

21.1  Moneys Repayable as Agreed or on Demand                                53
21.2  No Set-Off or Deduction                                                53

22.   DISCHARGE OF THE CHARGE                                                54

22.1  Release                                                                54
22.2  Contingent Liabilities                                                 54
22.3  Charge Reinstated                                                      54

23.   CLASS A-1 NOTE TRUSTEE                                                 54

23.1  Capacity                                                               54
23.2  Exercise of rights                                                     55
23.3  Instructions or directions                                             55
23.4  Payments                                                               55
23.5  Notices                                                                55
23.6  Limitation of Class A-1 Note Trustee's Liability                       55


                                      (iv)
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24.   AMENDMENT                                                              55

24.1  Amendment by Security Trustee                                          55
24.2  Consent required Generally                                             56
24.3  Consent to Payment Modification in relation to Class A-1 Notes         56
24.4  No Rating Agency Downgrade                                             57
24.5  Distribution of Amendments                                             57

25.   EXPENSES AND STAMP DUTIES                                              57

25.1  Expenses                                                               57
25.2  Stamp Duties                                                           57
25.3  Goods and Services Tax                                                 58

26.   GOVERNING LAW AND JURISDICTION                                         58

26.1  Governing Law                                                          58
26.2  Jurisdiction                                                           58

27.   NOTICES                                                                58

27.1  Method of Delivery                                                     58
27.2  Deemed Receipt                                                         59

28.   TRUSTEE'S LIMITED LIABILITY                                            59

28.1  Limitation on Trustee's Liability                                      59
28.2  Claims against Trustee                                                 60
28.3  Breach of Trustee                                                      60
28.4  Acts or omissions                                                      60
28.5  No Authority                                                           60
28.6  No Obligation                                                          60

29.   MISCELLANEOUS                                                          61

29.1  Assignment by Trustee                                                  61
29.2  Assignment by Manager                                                  61
29.3  Assignment by Security Trustee                                         61
29.4  Assignment by Class A-1 Note Trustee                                   61
29.5  Certificate of Security Trustee                                        61
29.6  Continuing Obligation                                                  62
29.7  Settlement Conditional                                                 62
29.8  No Merger                                                              62
29.9  Interest on Judgment                                                   62
29.10 No Postponement                                                        62
29.11 Severability of Provisions                                             62
29.12 Remedies Cumulative                                                    63
29.13 Waiver                                                                 63
29.14 Consents and Approvals                                                 63
29.15 Written Waiver, Consent and Approval                                   63
29.16 Time of Essence                                                        63
29.17 Moratorium Legislation                                                 63
29.18 Debit Accounts                                                         64
29.19 Set-Off                                                                64
29.20 Binding on Each Signatory                                              64
29.21 Counterparts                                                           64


                                      (v)
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THIS SECURITY TRUST DEED is made in Sydney on                               2000

BETWEEN       P.T. LIMITED, ACN 004 454 666, a company incorporated in the State
              of Victoria and having an office at Level 7, 39 Hunter Street,
              Sydney, Australia (hereinafter included in the expression the
              "Security Trustee")

AND           THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 (hereinafter included by
              incorporation in the expression the "Class A-1 Note Trustee")

AND           SECURITISATION ADVISORY SERVICES PTY. LIMITED, ACN 064 133 946, a
              company incorporated in the State of New South Wales and having an
              office at Level 8, 48 Martin Place, Sydney, Australia (hereinafter
              included in the expression the "Manager")

AND           PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
              incorporated in the State of New South Wales and having an office
              at Level 7, 39 Hunter Street, Sydney, Australia in its capacity as
              trustee of the Series Trust (as hereinafter defined) (the
              "Trustee")

RECITALS

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

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

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

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

THIS DEED PROVIDES as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

       In this Deed, unless the contrary intention appears:

       "Authorised Officer" means:

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

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       (b)    in relation to the Class A-1 Note Trustee, an Authorised Officer
              of the Class A-1 Note Trustee for the purposes of the Class A-1
              Note Trust Deed;

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

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

       "Charge" means the charge created by this Deed.

       "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 include any of the foregoing situated outside the
       State of New South Wales at the time of the execution and delivery of
       this Deed.

       "Charge Release Date" subject to clause [ ]22.3 means the date the
       Security Trustee releases the Charged Property from the Charge.

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

       "Class A-1 Trust" has the same meaning as in the Class A-1 Note Trust
       Deed.

       "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 [ ]7(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

                                       2
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              poll is demanded, by then Voting Secured Creditors, or Voting
              Secured Creditors of that class, holding or representing between
              them Voting Entitlements comprising in aggregate a number of votes
              which is not less than 75% of the aggregate number of votes
              comprised in the Voting Entitlements held or represented by all
              the persons present at the meeting voting on such poll; or

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

       "Foreign Currency" means a currency other than Australian dollars.

       "Insolvency Event" in relation to the Trustee means each of the following
       events:

       (a)    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;

       (b)    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;

       (c)    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;

       (d)    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;

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

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

       (g)    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 Law;

       (h)    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

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

       "Insolvency Event" in relation to 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

                                       3
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       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.

       "Potential Event of Default" has the same meaning as in the Class A-1
       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 [ ](c), (d) and (g) 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 clauses [ ]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) 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:

       (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 Class A-1 Note Trustee (in its personal
       capacity and as trustee of the Class A-1 Trust), each Paying Agent, each
       Securityholder, each Hedge Provider, the Liquidity Facility Provider, the
       Standby Redraw Facility Provider, the Servicer and the Seller and
       "Secured Creditor" means each of the Secured Creditors.

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

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

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

                                       4
<PAGE>

       (c)    the Secured Moneys do not include any fees or value added tax
              payable to the Class A-1 Note Trustee referred to in clause
              [ ]12.7 of the Class A-1 Note Trust Deed or [ ]12.6 of the Agency
              Agreement.

       "Security Trust" means the trust established under clause [ ]2.2 of this
       Deed.

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

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

       "Senior Security" means a Class A-1 Note, a Class A-2 Note or a Redraw
       Bond.

       "Senior Securityholder" means a Class A-1 Noteholder, a Class A-2
       Noteholder or a Redraw Bondholder.

       "Series Supplement" means the Series Supplement dated on or about the
       date of this Deed between the Commonwealth Bank of Australia, ACN 123 123
       124, the Manager and the Trustee.

       "Series Trust" means the trust known as the Series 2000-1G Medallion
       Trust established pursuant to the Master Trust Deed and the Series
       Supplement.

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

       "Substitute Security Trustee" at any given time means the entity then
       appointed as Security Trustee under clause [ ]19.

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

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

       "Voting Secured Creditor" means:

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

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

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

       (b)    otherwise:

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

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       (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;

       (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 5.30pm 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);

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<PAGE>

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

       (u)  subject to clause [ ]27.2, each party will only be considered to
            have knowledge or awareness of, or notice of, a thing or grounds to
            believe anything by virtue of the officers of that party (or any
            Related Body Corporate of that party) which have the day to day
            responsibility for the administration or management of that party's
            (or a Related Body Corporate of that party's) obligations in
            relation to the Series Trust or this Deed, having actual knowledge,
            actual awareness or actual notice of that thing, or grounds or
            reason to believe that thing (and similar references will be
            interpreted in this way). In addition, notice, knowledge or
            awareness of an Event of Default means notice, knowledge or
            awareness of the occurrence of the events or circumstances
            constituting an Event of Default. The Security Trustee will be
            regarded as being actually aware of an Event of Default if it
            receives a written notice from the Trustee, the Manager or the Class
            A-1 Note Trustee that the Trustee, the Manager or the Class A-1 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

       The amounts owing by the Trustee to a Hedge Provider under a Hedge
       Agreement are to be determined by the Manager on the relevant date as if
       an "Early Termination Date" (as defined in the relevant Hedge Agreement)
       has been designated in respect of all "Transactions" (as defined in the
       relevant Hedge Agreement) in accordance with the relevant Hedge Agreement
       at the time of such determination.

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

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       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.

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 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.

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<PAGE>

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 Seller to the Security
       Trustee in writing to be affected by 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.

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

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<PAGE>

       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 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$20,000,000,000.

       (b)  (Fixed Priorities): For the purposes of fixing priorities between
            the Charge and any subsequent charge registered under the
            Corporations Law, the Charge secures a prospective liability up to a
            maximum amount of A$20,000,000,000.

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

5.     REPRESENTATIONS AND WARRANTIES

5.1    By the Trustee

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<PAGE>

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

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

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

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

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

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

       (k)  (Master Trust Deed and the Series Supplement): the Series Trust is
            solely constituted by the Master Trust Deed and the Series
            Supplement;

       (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;

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<PAGE>

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

       (o)  (No Insolvency Event): no Insolvency Event has occurred and is
            continuing in relation to the Trustee; and

       (p)  (No Litigation): no litigation, arbitration, dispute or
            administrative proceeding has been commenced or is pending or, to
            the knowledge of the Trustee, threatened by any person which will,
            or is likely to have a material and adverse affect on the ability of
            the Trustee to perform its obligations under this Deed.

5.2    By the Manager

       The Manager represents and warrants to the Security Trustee that:

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

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

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

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

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

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

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

       (h)  (No Litigation); no litigation, arbitration, dispute or
            administrative proceeding has been commenced or is pending or, to
            the knowledge of the Manager, threatened by any person which will,
            or is likely to have a material and adverse affect on the ability of
            the Manager to perform its obligations under this Deed.

6.     TRUSTEE'S AND MANAGER'S COVENANTS

6.1    Covenants in respect of Charged Property

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<PAGE>

       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.

1.2    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 A$ 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 Class A-1 Note Trustee a current copy of the Register
            relating to the Series Trust maintained by the Trustee under clause
            [ ]9 of the Master Trust Deed and details (to the extent known by
            it) of the identity, and notice details, of each Secured Creditor
            and the Secured Moneys owing to each Secured Creditor;

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

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

            (1)  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
            (2)  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;

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<PAGE>

       (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 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

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<PAGE>

            exceeding (either individually or in aggregate) A$1,000,000, or can
            be rendered enforceable by the giving of notice, lapse of time or
            fulfilment of any condition;

       (d)  (Void or loss of priority): the Charge:

            (i)      is or becomes wholly or partly void, voidable or
                     unenforceable; or
            (ii)     at or after the date of this Deed, loses the priority which
                     it is expressed to have in clause [_]4.3 (other than as
                     mandatorily preferred by law or by an act or omission of
                     the Security Trustee);

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

       (f)  (Tax Commissioner's determination): the Commissioner of Taxation, or
            its delegate, determines to issue a notice under section 74 of the
            Sales Tax Assessment Act 1992, section 34 of the Taxation
            Administration Act 1953, sections 260-5 to 260-20 of the Taxation
            Administration Act 1953 or section 218 or 255 of the Income Tax
            Assessment Act 1936 for any amount due by the Trustee in respect of
            any Tax under such Act or any fines and costs imposed on the Trustee
            or a Governmental Agency takes any other steps which will result in
            an amount of Tax or an amount owing to a Governmental Agency ranking
            ahead of the Charge with respect to any Charged Property under any
            Statute;

       (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); 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

                                       16
<PAGE>

            and payable under clause [ ]9.6;

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

       (c)  (Exercise power of sale): instruct the Security Trustee by notice in
            writing to sell and realise the Charged Property and otherwise
            enforce the Charge; and/or

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

8.3    Security Trustee to Act in Accordance with Directions

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

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

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

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

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<PAGE>

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

8.5    Notice to Trustee

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

8.6    Manager convenes meeting

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

8.7    Notice of Event of Default

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

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.

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:

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<PAGE>

       (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

       (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

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<PAGE>

       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(a), 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).

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;

                                       20
<PAGE>

       (b)  (To collect moneys): to convert, liquidate and reduce the Charged
            Property into money and, except as provided in clause [ ]13.6, to
            convert any of the Charged Property denominated in a Foreign
            Currency into Australian dollars;

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

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

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

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

       (g)  (To give up possession): to give up possession of the Charged
            Property at any time;

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

       (i)  (To enter into contracts): to enter into, vary or terminate any
            contract, undertaking, covenant, instrument, obligation or
            arrangement with any person for any purpose connected with this Deed
            or the Charged Property or in furtherance of any power in this Deed
            upon such terms and conditions as the Receiver in its absolute
            discretion thinks fit including, without limitation,

                                       21
<PAGE>

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

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

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

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

       (r)  (To exercise Trustee=s powers): to exercise all the powers, rights
            and entitlements conferred upon the Trustee under the terms of, or
            pursuant to the general law or Statute in respect of, any Charged
            Property;

       (s)  (To do all other things necessary): to do all things necessary to
            perform observe and fulfil any of the covenants on the part of the
            Trustee under this Deed; and

       (t)  (To do such things as are expedient): to do all such other acts and
            things without limitation as it thinks expedient for the interests
            of the Security Trustee or the Secured Creditors,

       and will have such further powers and discretions as the Security Trustee
       by notice in

                                       22
<PAGE>

       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 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:

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<PAGE>

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

       (b)  (Interest of others): the interests of the Security Trustee or
            Receiver.

11.6   Contract Involving Conflict of Duty

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

11.7   Power of Attorney

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

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

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

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

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

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

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

       (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.

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<PAGE>

       The Trustee declares that this power of attorney is
       irrevocable and is given as security.

11.8   Security Trustee May Make Good Default

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

11.9   Notice for Exercise of Powers

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

       (b)  (Where notice is mandatory): 1 day is fixed as the period:

            (i)      for which an Event of Default must continue before the
                     Security Trustee may serve any notice in writing as may be
                     specified in any Statute affecting the Security Trustee's
                     powers; and
            (ii)     for which an Event of Default must continue after the
                     service of notice before any power of sale given by any
                     such Statute may be exercised.

11.10  Benefit for Receiver etc.

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

12.    PROTECTION OF PERSONS DEALING WITH SECURITY TRUSTEE OR RECEIVER

12.1   No Enquiry

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

12.2   Receipts

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

                                       25
<PAGE>

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

       (a)  (Security Trustee's indemnity and the Prior Interest): first,
            rateably towards satisfaction of amounts which become owing or
            payable under clauses [ ]16.1, 16.2 and 16.3 (except the Receiver's
            remuneration) and in payment of the Prior Interest;

       (b)  (Fees): second, in payment rateably of any fees due to the Security
            Trustee, the Class A-1 Note Trustee or the Principal Paying 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
            Class A-1 Note Trustee has incurred in performing their obligations,
            or exercising their powers, under this Deed and, in the case of the
            Class A-1 Note Trustee, under the Class A-1 Note Trust Deed;

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

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

      (f)  (Payment of Outstanding Cash Advance Deposit): sixth, in payment to
           the Liquidity Facility Provider of the Outstanding Cash Advance
           Deposit;

      (g)  (Payment of Accrued Interest Adjustment): seventh, in payment to the
           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 the Seller;

      (h)  (Payment of Secured Moneys to Senior Securityholders, the Hedge
           Providers, the Liquidity Facility Provider, the Standby Redraw
           Facility Provider and the Seller): eighth, in payment rateably:

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

                                       26
<PAGE>

                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 all Secured Moneys owing to
                 that Hedge Provider under the Hedge Agreements; and
           (v)   to the Seller of the amount of all then Seller Advances which
                 have not been repaid to the Seller in accordance with the
                 Series Supplement and the then Seller Deposit;

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

      (j)  (Payment of Exchange Rate differential to Class A-1 Noteholders): if
           after the application of clause [ ]13.5(b) in respect of any
           Australian dollar payments under clauses [ ]13.1(h) and (i), and
           after the application of clause [ ]13.1(e), there are still Secured
           Moneys owing in respect of the Class A-1 Notes (denominated in US
           dollars), ninth in payment, subject to clause [ ]13.5(b), amongst the
           Class A-1 Notes of such remaining Secured Moneys owing in relation to
           the Class A-1 Notes until, after the further application of clause [
           ]13.5(b), all Secured Moneys owing in respect of the Class A-1 Notes
           (denominated in US dollars) are paid to the Class A-1 Noteholders;

      (k)  (Payment of Secured Moneys to Class B Noteholders): tenth, to the
           Class B Noteholders of all Secured Moneys owing in relation to the
           Class B Notes to be applied amongst them:
           (1)  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
           (2)  second, in reduction of the Invested Amount in respect of the
                Class B Notes at that time (to be distributed equally amongst
                the Class B Notes);

      (l)  (Other Secured Moneys): eleventh, to pay rateably to each Secured
           Creditor any remaining amounts forming part of the Secured Moneys and
           owing to that Secured Creditor;

      (m)  (Subsequent Security Interests): twelfth, 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

      (n)  (Surplus): thirteenth, to pay the surplus (if any) to the Trustee to
           be distributed

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<PAGE>

           by the Trustee in accordance with the terms of the Master Trust Deed
           and the Series Supplement, but will not carry interest as against the
           Security Trustee.

13.2   Moneys Received

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

13.3   Application of Moneys

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

13.4   Investment of Funds

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

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

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

13.5   Conversion into A$ of Class A-1 Notes denominated in US$

       (a)  (Conversion for the purposes of clauses [ ]13.1(h)(i) and 13.1(i)):
            in calculating the amount of any Secured Moneys to be distributed to
            the Class A-1 Noteholders in accordance with clauses [ ]13.1(h)(i)
            and 13.1(i), the Security Trustee will convert the amount of such
            Secured Moneys from US dollars to Australian dollars at the exchange
            rate below which produces the lowest amount in Australian dollars:

            (i)  the A$ Exchange Rate; or
            (ii) the spot exchange rate as advised to the Security Trustee by
                 the Manager between US dollars and Australian dollars used for
                 the calculation of any amounts payable on the occurrence of an
                 "Early Termination Date" (if any) under the Class A-1 Currency
                 Swaps (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(h) and (i) (and, if applicable,
            clause [ ]13.1(j)) at the rate that it is able to acquire US dollars
            in the Australian spot foreign exchange market. It need only apply
            so many Australian dollars for this purpose as is sufficient to
            acquire the necessary US dollars, when combined with the US dollars
            (if any) from the application of clause [ ]13.1(e), as equals the
            Secured Moneys (denominated in US dollars) owing in respect of the
            Class A-1 Notes. If, after the application of this clause
            [ ]13.5(b), there is any surplus of Australian dollars these are to
            be applied in accordance with clause [ ]13.1(h) to the other Secured
            Creditors

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<PAGE>

            referred to therein (if necessary) and clauses [ ]13.1(k)-(n) (as
            applicable);

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

13.6   Application of Class A-1 Currency Swap Termination Proceeds

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

13.7   Satisfaction of Debts

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

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

                                       29
<PAGE>

            those received by the Security Trustee from the Trustee or received
            or recovered by the Security Trustee or the Receiver under this
            Deed, subject always to such deductions and withholdings by the
            Security Trustee or the Receiver as are authorised by this Deed.
            Subject to clauses [ ]14.4 and 15.3, the liabilities of the Security
            Trustee to any Interested Person or any other person under or in
            connection with this Deed can only be enforced against the Security
            Trustee to the extent to which they can be satisfied out of such
            moneys in accordance with this Deed.

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

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

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

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

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

            (i)      any information, report, balance sheet, profit and loss
                     account, certificate or statement supplied by the Trustee
                     or the Manager or by any officer, auditor or solicitor of
                     the Trustee or the Manager;
            (ii)     all statements (including statements made or given to the
                     best of the maker's knowledge and belief or similarly
                     qualified) contained in any information, report, balance
                     sheet, profit and loss account, certificate or statement
                     given pursuant to or in relation to this Deed, the Master
                     Trust Deed or the Series Supplement;
            (iii)    all accounts supplied to the Security Trustee pursuant to
                     this Deed and all reports of the Auditor supplied to the
                     Security Trustee pursuant to this Deed; and

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<PAGE>

            (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 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

                                       31
<PAGE>

            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.

       (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

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            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.

       (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:

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       (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).

       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, Seller, Trustee): to the Manager, the
            Servicer, the 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

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<PAGE>

       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;

       (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.

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       (b)  (Resolve Conflicts in favour of the Senior Securityholders): Subject
            to the provisions of this Deed (other than clause [_]15.5(a)), the
            Security Trustee must give priority to the interests only of the
            Senior Securityholders as a class if, in the Security Trustee's
            opinion, there is a conflict between the interests of the Senior
            Securityholders (on the one hand) and the Class B Noteholders or the
            other persons entitled to the benefit of the Charge (on the other
            hand) (in relation to which in determining the interests of the
            Class A-1 Noteholders the Security Trustee may rely on a
            determination of the Class A-1 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).

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 Class A-1 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 Class A-1 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 Class A-1 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 Class A-1 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 Class A-1 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

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<PAGE>

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

16.3   Costs of experts

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

16.4   Non-Discharge

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

16.5   Retention of Lien

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

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

18.2   Trustee's Liability Not Affected

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

19.2   Retirement of Security Trustee

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

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

       (b)  (Ceases to carry on business): it ceases to carry on business;

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

       (d)  (Voting Secured Creditors require retirement): an Extraordinary
            Resolution requiring its retirement is passed at a meeting of Voting
            Secured Creditors;

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<PAGE>

       (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 Class A-1 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 Class A-1 Note
       Trustee and the Rating Agencies or such lesser time as the Manager, the
       Trustee, the Security Trustee and the Class A-1 Note Trustee agree.  Upon
       such retirement, the Security Trustee, subject to any approval required
       by law, may appoint in writing any other Authorised Trustee Corporation
       who is approved by the Rating Agencies and the Manager, which approval
       must not be unreasonably withheld by the Manager, as Security Trustee in
       its stead.  If the Security Trustee does not propose a replacement by the
       date which is 1 month prior to the date of its proposed retirement, the
       Manager is entitled to appoint a Substitute Security Trustee, which must
       be an Authorised Trustee Company who is approved by the Rating Agencies,
       as of the date of the proposed retirement.

19.5   Retirement of Trustee under Master Trust Deed

       The first Security Trustee under this Deed must retire as trustee under
       this Deed upon the Trustee retiring or being removed as trustee of the
       Series Trust under clause [_]19 of the 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.

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<PAGE>

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 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 Class A-1 Note Trustee of any approvals given by the Manager
            pursuant to clause [ ]19.2(f).

20.    ASSURANCE

20.1   Further Assurance

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<PAGE>

       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

       (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.

                                       41
<PAGE>

21.2   No Set-Off or Deduction

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

22.    DISCHARGE OF THE CHARGE

22.1   Release

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

22.2   Contingent Liabilities

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

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

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

22.3   Charge Reinstated

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

23.    CLASS A-1 NOTE TRUSTEE

23.1   Capacity

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

23.2   Exercise of rights

       Except as otherwise provided in this Deed and in the Class A-1 Note Trust
       Deed:

                                       42
<PAGE>

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

       (b)  (Limited Right of Enforcement by Class A-1 Noteholders): the
            Class A-1 Noteholders may only exercise enforcement rights in
            respect of the Charged Property through the Class A-1 Note Trustee
            and only in accordance with this Deed.

23.3   Instructions or directions

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

23.4   Payments

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

23.5   Notices

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

23.6   Limitation of Class A-1 Note Trustee's Liability

       The liability of the Class A-1 Note Trustee under this Deed is limited in
       the manner and to the same extent as under the Class A-1 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 Trustee Indenture
       Act of 1939) and under clause  [ ]24.2, the Security Trustee, the
       Manager, the Class A-1 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

                                       43
<PAGE>

            the opinion of the Security Trustee appropriate or expedient as a
            consequence of the enactment of a Statute or regulation or an
            amendment to any Statute or regulation or ruling by the Commissioner
            or Deputy Commissioner of Taxation or any governmental announcement
            or statement or any decision of any court, in any case which has or
            may have the effect of altering the manner or basis of taxation of
            trusts generally or of trusts similar to the Security Trust); or

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

       provided that the Security Trustee, the Manager, the Class A-1 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
       Class A-1 Note Trustee 5 Business Days in advance.

24.2   Consent required Generally

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

24.3   Consent to Payment Modification in relation to Class A-1 Notes

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

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 Class A-1 Note Trustee will be entitled to assume
       that any proposed alteration, addition or revocation will not be
       materially prejudicial to the interests of Class A-1 Noteholders if each
       of the Rating Agencies confirms in writing that if the alteration,
       addition or revocation is effected this will not lead to a reduction,
       qualification or withdrawal of the then rating given, respectively, to
       the Class A-1 Notes by the Rating Agency.

24.5   Distribution of Amendments

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

25.    EXPENSES AND STAMP DUTIES

25.1   Expenses

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<PAGE>

       Subject to clause [ ]29, the Trustee will on demand reimburse the
       Security Trustee and the Class A-1 Note Trustee for and keep the Security
       Trustee and the Class A-1 Note Trustee indemnified against all expenses
       including legal costs and disbursements (at the usual commercial rates of
       the relevant legal services provider) incurred by the Security Trustee or
       the Class A-1 Note Trustee (as the case may be) in connection with:

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

       (b)  (Enforcement): the exercise, enforcement, preservation or attempted
            exercise enforcement or preservation of any rights under this Deed
            including without limitation any expenses incurred in the evaluation
            of any matter of material concern to the Security Trustee or the
            Class A-1 Note Trustee; and

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

25.2   Stamp Duties

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

       (c)  (Trustee must indemnify): The Trustee will indemnify and keep
            indemnified each of the Security Trustee and the Class A-1 Note
            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
       [ ]12.4 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
       State of New South Wales.

26.2   Jurisdiction

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

       (b)  (Waiver of inconvenient forum): The Trustee, the Security Trustee,
            the Manager and each of the Secured Creditors each irrevocably
            waives any objection it may now or in the future have to the venue
            of any such action or

                                       45
<PAGE>

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

       (b)  (In writing): be in writing; and

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

              (i)  left at the address of the addressee;
             (ii)  sent by prepaid ordinary post to the address of the
                   addressee;
                   or
            (iii)  sent by facsimile to the facsimile number of the addressee,

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

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

27.2   Deemed Receipt

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

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

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

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

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

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

                                       46
<PAGE>

       [ ]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.

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

       (a)  (Obligations under this Deed or any Transaction Document): The
            Trustee is not obliged to enter into any commitment or obligation
            under this Deed or any Transaction Document unless the Trustee's
            liability is limited in a manner which is consistent with this
            clause [ ]28. For the avoidance of doubt, the Trustee agrees and
            acknowledges that its liability for any commitment or obligation it
            has entered into under this Deed is limited in a manner which is
            consistent with this clause [ ]28.

       (b)  (Obligations not contained in this Deed or any Transaction
            Document): The Trustee is not obliged to enter into any commitment
            or obligation contemplated by but not contained in this Deed or any
            Transaction Document unless the Trustee's liability in relation to
            that commitment or obligation is limited in a manner satisfactory to
            the Trustee in its absolute discretion.

29.    MISCELLANEOUS

29.1   Assignment by Trustee

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<PAGE>

       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 Class A-1 Note Trustee

       The Class A-1 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 Class A-1 Note Trust Deed.

29.5   Certificate of Security Trustee

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

29.6   Continuing Obligation

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

29.7   Settlement Conditional

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

29.8   No Merger

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

                                       48
<PAGE>

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.

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:

                                       49
<PAGE>

       (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.

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.


EXECUTED as a deed.



SIGNED SEALED AND DELIVERED              )
for and on behalf of P.T. LIMITED,       )
ACN 004 454 666, by                      )
its Attorney under a Power of Attorney   )
dated                   and registered   )    ................................
Book       No.       and who declares    )    (Signature of Attorney)
that he or she has not received any      )
notice of the revocation of such Power   )
of Attorney in the presence of:          )


 ................................
(Signature of Witness)


                                       50
<PAGE>

 ................................
(Name of Witness in Full)




THE COMMON SEAL of THE BANK OF              )
NEW YORK was  affixed to this Deed          )
in the presence of:                         )


 ................................
(Signature of Witness)


 ................................
(Name of Witness in Full)




SIGNED SEALED AND DELIVERED                 )
for and on behalf of SECURITISATION         )
ADVISORY SERVICES PTY. LIMITED, ACN 064     )
133 946, by                                 )
its Attorney under a Power of Attorney      )   ................................
dated                     and registered    )   (Signature of Attorney)
Book      No.      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, ACN 000 001 007, by                )
            its Attorney under a Power of   )   ...............................
Attorney dated        and registered        )   (Signature of Attorney)
Book      No.      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)

                                       51
<PAGE>

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


     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 Class A-1 Note Trustee has had, in
                 its opinion, sufficient time to either seek directions from the
                 Class A-1 Noteholders or to determine that it need not seek
                 those directions, in each case in accordance with clause [ ]7
                 of the Class A-1 Note Trust Deed.
           (ii)  Upon receiving notice of a meeting of the Voting Secured
                 Creditors, the Class A-1 Note Trustee (if applicable) will as
                 soon as practicable comply with clause [ ]7 of the Class A-1
                 Note Trust Deed.
          (iii)  The proviso in sub-paragraph (i) does not apply if:
                 A.     the Class A-1 Note Trustee, in its absolute discretion,
                        so decides; or
                 B.     there are then no Class A-1 Notes outstanding.

       (d)  (Meetings in more than one place): A meeting of Voting Secured
            Creditors may, if the Security Trustee so determines, be held at two
            or more meeting venues linked 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;


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<PAGE>

           (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.

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.

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<PAGE>

5.     Chairman

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

6.     Quorum

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

7.     Adjournment

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

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

       (c)  (Notice of adjourned meeting): At least 5 days' notice of any
            meeting adjourned through want of a quorum is to be given in the
            same manner as of an original meeting and such notice must state the
            quorum required at such adjourned meeting. 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 Class A-1 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

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<PAGE>

            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 Class A-1 Note Trustee has one vote for each then Class A-
                  1 Noteholder.
            (ii)  On a poll every Voting Secured Creditor who is present in
                  person or by proxy and has the right to vote has the number of
                  votes comprised in their Voting Entitlement.

       (e)  (Person May Cast Votes Differently): Any person entitled to more
            than one vote need not use or cast all of the votes to which he or
            she is entitled in the same way.

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

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

       (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.

                                       4
<PAGE>

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

12.    Rights of Representatives

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

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 Trustee
            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
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<PAGE>

                   Security Trust Deed, the other
                   Transaction Documents or otherwise;
            (iv)   to postpone the day when the Secured Moneys become payable
                   and to suspend or postpone for a time the payment of the
                   Secured Moneys;
            (v)    to sanction the exchange or substitution of the Secured
                   Moneys for, or the conversion of the Secured Moneys into,
                   notes or other obligations or securities of the Trustee or
                   any other body corporate formed or to be formed;
            (vi)   to assent to any modification of the provisions contained in
                   the Security Trust Deed or the Securities which will be
                   proposed by the Trustee, the Manager or the Security Trustee;
            (vii)  to give any authority, direction, guidance or sanction sought
                   by the Security Trustee from the Voting Secured Creditors;
            (viii) to appoint any persons (whether Voting Secured Creditors or
                   not) as a committee or committees to represent the interests
                   of the Secured Creditors and to confer upon such committee or
                   committees any powers or discretions which the Voting Secured
                   Creditors could themselves exercise by Extraordinary
                   Resolution;
            (ix)   to approve a person proposed to be appointed as a Substitute
                   Security Trustee under the Security Trust Deed and power to
                   remove any Security Trustee for the time being thereof;
            (x)    to discharge or exonerate the Security Trustee from any
                   liability in respect of any act or omission for which it may
                   become responsible under the Security Trust Deed;
            (xi)   to do any other thing which under the Security Trust Deed is
                   required to be given by an Extraordinary Resolution of the
                   Voting Secured Creditors; and
            (xii)  to authorise the Security Trustee or any other person to
                   concur in and execute and do all such documents, acts and
                   things as may be necessary to carry out and give effect to
                   any Extraordinary Resolution.

(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)  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)  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
     Basic Term Modification or the Extraordinary Resolution (respectively) upon
     coming into effect will not lead to

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<PAGE>

       a reduction, qualification or withdrawal of the then rating by that
       Rating Agency of the Class B Notes or any of the Senior Securities.

14.    Extraordinary Resolution Binding on Secured Creditors

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

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

       (b)  (Extraordinary Resolution affecting Class A-1 Noteholders): subject
            to clause [ ]14(c) in the case of an Extraordinary Resolution
            purporting to effect a Payment Modification (as defined in the Class
            A-1 Note Trust Deed), an Extraordinary Resolution which by its
            terms, in the opinion of the Class A-1 Note Trustee in accordance
            with, and subject to, the Class A-1 Note Trust Deed, affects the
            Class A-1 Noteholders only, or in a manner different to the rights
            of Secured Creditors generally, or alters the terms of the Class A-1
            Notes, or is materially prejudicial to the interests of the Class A-
            1 Noteholders will not be effective unless a Special Majority (as
            defined in the Class A-1 Note Trust Deed) of the Class A-1
            Noteholders has consented, in accordance with the Class A-1 Note
            Trust Deed, to such Extraordinary Resolution of the Voting Secured
            Creditors or, if the Class A-1 Noteholders have become entitled to
            attend a meeting of Voting Secured Creditors, the Class A-1
            Noteholders at a separate meeting pass an Extraordinary Resolution
            consenting to such Extraordinary Resolution of the Voting Secured
            Creditors;

       (c)  (Payment Modification in relation to Class A-1 Notes): an
            Extraordinary Resolution which by its terms effects or purports to
            effect a Payment Modification (as that expression is defined in the
            Class A-1 Note Trust Deed) will not be effective as against a given
            Class A-1 Noteholder unless consented to by that Class A-1
            Noteholder;

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

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

       (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 Seller
            (each in its capacity as a Secured

                                       7
<PAGE>

            Creditor) (a "Relevant Secured Creditor") only, or in a manner
            different to the rights of Secured Creditors generally, or is
            materially prejudicial to the interests of a Relevant Secured
            Creditor will not be effective unless the Relevant Secured Creditor
            consents in writing to the Extraordinary Resolution.

15.    Minutes and Records

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

16.    Written Resolutions

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

                                       8
<PAGE>

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

                  __________________________________________


                                       9