<PAGE>

                                               SECURITY TRUST DEED



                           PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                         (Chargor)

                                                      P.T. LIMITED
                                                (Security Trustee)

                                          WILMINGTON TRUST COMPANY
                                                    (Note Trustee)

                                        CRUSADE MANAGEMENT LIMITED
                                                         (Manager)


                                Crusade Global Trust No. 2 of 2001






                                            ALLENS ARTHUR ROBINSON
                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                              Tel  61  2 9230 4000
                                              Fax  61  2 9230 5333



                         (C) Copyright Allens Arthur Robinson 2001



<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                        <C>
1.       DEFINITIONS AND INTERPRETATION                                                                    1
         1.1    Definitions                                                                                1
         1.2    Master Trust Deed definitions and Trust Document amendments                                5
         1.3    Interpretation                                                                             5
         1.4    Determination, statement and certificate sufficient evidence                               5
         1.5    Document or agreement                                                                      6
         1.6    Rights and obligations of Mortgagees                                                       6
         1.7    Transaction Document                                                                       6
         1.8    Chargor as trustee                                                                         6
         1.9    Knowledge of the Chargor                                                                   6
         1.10   Knowledge of Security Trustee                                                              7

2.       APPOINTMENT OF SECURITY TRUSTEE                                                                   7
         2.1    The Security Trustee                                                                       7
         2.2    Resolution of Conflicts                                                                    7
         2.3    Duration of Trust                                                                          8
         2.4    Covenant                                                                                   8

3.       CHARGE                                                                                            8
         3.1    Charge                                                                                     8
         3.2    Security                                                                                   8
         3.3    Prospective liability                                                                      8

4.       NATURE OF CHARGE                                                                                  9
         4.1    Priority                                                                                   9
         4.2    Nature of Charge                                                                           9
         4.3    Dealing with Mortgaged Property                                                            9
         4.4    Crystallisation                                                                            9
         4.5    De-crystallisation                                                                        10

5.       COVENANTS AND WARRANTIES                                                                         10
         5.1    Covenant                                                                                  10
         5.2    Negative covenants                                                                        11
         5.3    Warranty                                                                                  11
         5.4    Manager's undertakings                                                                    12

6.       FURTHER ASSURANCES                                                                               12
         6.1    Further assurances                                                                        12

7.       NOTE TRUSTEE                                                                                     13
         7.1    Capacity                                                                                  13
         7.2    Exercise of rights                                                                        13
         7.3    Instructions or directions                                                                13
         7.4    Payments                                                                                  13
         7.5    Notices                                                                                   13

8.       EVENTS OF DEFAULT                                                                                13
         8.1    Events of Default                                                                         13
</TABLE>

--------------------------------------------------------------------------------
                                                                        Page (i)

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
         8.2    Rights of the Security Trustee upon Event of Default                                      14
         8.3    Notify Events of Default                                                                  15

9.       ENFORCEMENT                                                                                      15
         9.1    Power to enforce                                                                          15
         9.2    No obligation to enforce                                                                  15
         9.3    Obligation to convene meeting                                                             15
         9.4    Security Trustee to act in accordance with directions                                     16
         9.5    Security Trustee must receive indemnity                                                   16
         9.6    Limitation on rights of Mortgagees                                                        17
         9.7    Immaterial waivers                                                                        17
         9.8    Acts pursuant to resolutions                                                              17
         9.9    Overriding provision                                                                      18

10.      APPOINTMENT OF RECEIVER                                                                          18
         10.1   Appointment                                                                               18
         10.2   Agent of Chargor                                                                          18
         10.3   Receiver's powers                                                                         18
         10.4   Receiver appointed after commencement of winding up                                       21
         10.5   Powers exercisable by the Security Trustee                                                21
         10.6   Withdrawal                                                                                21

11.      REMUNERATION OF SECURITY TRUSTEE                                                                 21
         11.1   Costs                                                                                     21
         11.2   Fee                                                                                       21
         11.3   Cessation of Fee                                                                          22

12.      POWER OF ATTORNEY                                                                                22

13.      COMPLETION OF BLANK SECURITIES                                                                   22

14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS                                                             23

15.      STATUTORY POWERS                                                                                 23
         15.1   Powers in augmentation                                                                    23
         15.2   Notice not required                                                                       23

16.      APPLICATION OF MONEYS RECEIVED                                                                   23
         16.1   Priorities                                                                                23
         16.2   Moneys actually received                                                                  24
         16.3   Amounts contingently due                                                                  25
         16.4   Notice of subsequent Security Interests                                                   25
         16.5   Satisfaction of debts                                                                     25
         16.6   Payments into US$ Account                                                                 25
         16.7   Payments out of US$ Account                                                               26
         16.8   Excluded amounts                                                                          26
         16.9   Proportionate Sharing                                                                     26

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                                                 27

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                                                  27

19.      PROTECTION OF THIRD PARTIES                                                                      28
</TABLE>

--------------------------------------------------------------------------------
                                                                       Page (ii)

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
         19.1   No enquiry                                                                                28
         19.2   Receipt                                                                                   28

20.      EXPENSES, INDEMNITY                                                                              28
         20.1   Expenses                                                                                  28
         20.2   Indemnity                                                                                 29

21.      CURRENCY INDEMNITY                                                                               29

22.      STAMP DUTIES                                                                                     29

23.      INTEREST ON OVERDUE AMOUNTS                                                                      30
         23.1   Accrual                                                                                   30
         23.2   Payment                                                                                   30
         23.3   Rate                                                                                      30

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                                                 30

25.      SURVIVAL OF REPRESENTATIONS                                                                      31

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                                          31

27.      CONTINUING SECURITY                                                                              31

28.      OTHER SECURITIES                                                                                 31

29.      DISCHARGE OF THE CHARGE                                                                          31
         29.1   Release                                                                                   31
         29.2   Contingent liabilities                                                                    32
         29.3   Charge reinstated                                                                         32

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

31.      CHARGOR'S LIABILITY                                                                              33
         31.1   Limitation of liability                                                                   33
         31.2   Rights against Mortgaged Property preserved                                               34
         31.3   Obligation Express                                                                        34

32.      WAIVERS, REMEDIES CUMULATIVE                                                                     35

33.      CONSENTS AND OPINION                                                                             35

34.      SEVERABILITY OF PROVISIONS                                                                       35

35.      MORATORIUM LEGISLATION                                                                           35

36.      ASSIGNMENTS                                                                                      36

37.      NOTICES                                                                                          36

38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                                                   36
         38.1   Instructions; extent of discretion                                                        36
         38.2   No obligation to investigate authority                                                    37
         38.3   Delegation                                                                                37
         38.4   Reliance on documents and experts                                                         37
</TABLE>

--------------------------------------------------------------------------------
                                                                      Page (iii)

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
         38.5   Notice of transfer                                                                        37
         38.6   Notice of default                                                                         38
         38.7   Security Trustee as Mortgagee                                                             38
         38.8   Indemnity to Security Trustee                                                             38
         38.9   Independent investigation                                                                 40
         38.10  No monitoring                                                                             40
         38.11  Information                                                                               40
         38.12  Conflicts                                                                                 40
         38.13  No Liability                                                                              41

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                                                       41
         39.1   Retirement                                                                                41
         39.2   Removal                                                                                   41
         39.3   Replacement                                                                               42
         39.4   Rating Agencies Approval                                                                  42

40.      MEETINGS OF MORTGAGEES                                                                           42
         40.1   Limitation on Security Trustee's powers                                                   42
         40.2   Convening of meetings                                                                     42
         40.3   Notice of meetings                                                                        43
         40.4   Chairman                                                                                  44
         40.5   Quorum                                                                                    44
         40.6   Adjournment                                                                               44
         40.7   Voting procedure                                                                          45
         40.8   Right to attend and speak                                                                 46
         40.9   Appointment of Proxies                                                                    46
         40.10  Corporate Representatives                                                                 46
         40.11  Rights of Representatives                                                                 47
         40.12  Extraordinary Resolutions                                                                 47
         40.13  Extraordinary Resolution binding on Mortgagees                                            48
         40.14  Minutes and records                                                                       48
         40.15  Written resolutions                                                                       48
         40.16  Further procedures for meetings                                                           48
         40.17  Note Trustee rights                                                                       49

41.      AUTHORISED SIGNATORIES                                                                           50

42.      GOVERNING LAW AND JURISDICTION                                                                   50

43.      COUNTERPARTS                                                                                     50

44.      SET-OFF                                                                                          50

45.      ACKNOWLEDGEMENT BY CHARGOR                                                                       50

46.      INFORMATION MEMORANDUM                                                                           50

47.      SECURITY TRUSTEE'S LIMITED LIABILITY                                                             51
         47.1   Reliance on certificate                                                                   51
         47.2   Security Trustee's reliance on Manager, Note Trustee or Servicer                          51
         47.3   Compliance with laws                                                                      51
         47.4   Reliance on experts                                                                       52
</TABLE>

--------------------------------------------------------------------------------
                                                                       Page (iv)

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                       <C>
         47.5   Oversights of others                                                                      52
         47.6   Powers, authorities and discretions                                                       52
         47.7   Impossibility or impracticability                                                         52
         47.8   Legal and other proceedings                                                               52
         47.9   No liability except for negligence etc.                                                   53
         47.10  Further limitations on Security Trustee's liability                                       53
         47.11  Conflicts                                                                                 55
         47.12  Information                                                                               55
         47.13  Investigation by Security Trustee                                                         55
</TABLE>



                                                                        Page (v)

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

DATE                                         2001
----------

PARTIES
----------
       1.       PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of
                Level 7, 39 Hunter Street, Sydney, New South Wales 2000 in its
                capacity as trustee of the Crusade Global Trust No. 2 of 2001
                (the CHARGOR);

       2.       P.T. LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter Street,
                Sydney, NSW  2000 (the SECURITY TRUSTEE);

       3.       CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) of 4-16
                Montgomery Street, Kogarah, New South Wales 2217 (the MANAGER);
                and

       4.       WILMINGTON TRUST COMPANY of Rodney Square North, 1100 North
                Market Street, Wilmington, Delaware, 19890-0001 (the NOTE
                TRUSTEE, which expression shall, wherever the context requires,
                include any other person or company for the time being a note
                trustee under the Note Trust Deed).
RECITALS
----------
         A      The Chargor is the trustee, and the Manager is the manager, of
                the Trust.

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

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

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

--------------------------------------------------------------------------------

IT IS AGREED as follows.

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

1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

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

         CHARGE means the charge created by this deed.

--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         CHARGOR'S INDEMNITY means:

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

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

         CHARGE RELEASE DATE means, subject to clause 29.3, the date the
         Security Trustee discharges the Charge and this deed under clause 29.1.

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

         EVENT OF DEFAULT means any of the events specified in clause 8.

         EXTRAORDINARY RESOLUTION means in relation to the Voting Mortgagees:

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

         (b)      a resolution in writing pursuant to clause 40.15 signed by all
                  the Voting Mortgagees, and

         (c)      otherwise has the meaning given to it in the Master Trust
                  Deed.

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

         (a)      to pay or to purchase;

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

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

         (d)      to be responsible otherwise for,

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

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

         MASTER TRUST DEED means the Master Trust Deed dated 14 March 1998
         between the Chargor as Trustee, the Manager and St.George.

         MORTGAGED PROPERTY means the property and rights mortgaged or charged
         by this deed or any Collateral Security.

         MORTGAGEE means:

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

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

--------------------------------------------------------------------------------
                                                                          Page 2
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

         (e)      any Approved Seller in relation to any relevant Accrued
                  Interest Adjustment and Redraws;

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

         (g)      the Servicer in relation to its rights as Servicer under the
                  Trust Documents for the Trust;

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

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

         (j)      each Paying Agent in relation to its rights under the
                  Transaction Documents; or

         (k)      each Note Manager in relation to its rights under the Trust
                  Documents.

         NOTEHOLDER MORTGAGEES means, together:

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

         (e)      each A$ Noteholder.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or about the date of this deed issued under the Master Trust Deed in
         relation to the Trust.

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

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

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

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

         RELEVANT TRUST means a trust other than the Trust, constituted under
         the Master Trust Deed and the Supplementary Terms Notice for the Trust,
         of which the Chargor is a trustee.

         REPRESENTATIVE means:

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

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

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

         SECURED MONEYS means all money which the Chargor (whether alone or with
         another person) is or at any time may become actually or contingently
         liable to pay to or for the account of any Mortgagee

--------------------------------------------------------------------------------
                                                                          Page 3
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         (whether alone or with another person) for any reason whatever under or
         in connection with a Trust Document. Additionally:

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

         (b)      where the Chargor would have been liable but for its
                  Liquidation, it will be taken still to be liable.

         SETTLOR means Andrew Jinks.

         ST.GEORGE means St.George Bank Limited (ABN 92 055 513 070) of 4-16
         Montgomery Street, Kogarah, New South Wales 2000.

         SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice dated
         on or after the date of this deed relating to the Trust.

         TRUST means the trust known as the Crusade Global Trust No. 2 of 2001
         established under the Notice of Creation of Trust, the Master Trust
         Deed and the Supplementary Terms Notice.

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

         TRUST DOCUMENT means each of:

         (a)      this deed;

         (b)      the Master Trust Deed;

         (c)      the Supplementary Terms Notice;

         (d)      the Notice of Creation of Trust;

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

         (f)      the Custodian Agreement in respect of the Trust;

         (g)      each Note;

         (h)      each Support Facility for the Trust;

         (i)      the Agency Agreement;

         (j)      the Note Trust Deed; or

         (k)      the Subscription Agreements.

         VESTING DATE means the day preceding the earliest of:

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

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

         (c)      the day after the Charge Release Date.

--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         VOTING MORTGAGEE means:

         (a)      with respect only to the enforcement of the security under
                  this deed, for so long as the Secured Moneys of the Class A
                  Noteholders and the A$ Noteholders represent 75% or more of
                  total Secured Moneys, the Noteholder Mortgagees alone; and

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

                  (i)      the Note Trustee, acting on behalf of the Class A
                           Noteholders under the Note Trust Deed and clause 7
                           and, if the Note Trustee has become bound to take
                           steps and/or to proceed hereunder and fails to do so
                           within a reasonable time and such failure is
                           continuing, the Class A Noteholders and then only if
                           and to the extent the Class A Noteholders are able to
                           do so under Australian law; and

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

1.2      MASTER TRUST DEED DEFINITIONS AND TRUST DOCUMENT AMENDMENTS

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

         (b)      Subject to Clause 30, no change to the Master Trust Deed or
                  any other document (including the order of payment set out in
                  the Supplementary Terms Notice) after the date of this deed
                  will change the meaning of terms used in this deed or
                  adversely affect the rights of the Security Trustee under this
                  deed unless the Security Trustee (subject to clause 40.17(d),
                  with the prior written consent of the Noteholder Mortgagees)
                  has agreed in writing to the changes.

1.3      INTERPRETATION

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

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

         (b)      an Event of Default SUBSISTS until it has been waived in
                  writing by the Security Trustee provided that no such waiver
                  will be capable of taking effect unless the Security Trustee
                  has first, subject to clause 40.17(d), obtained the prior
                  written consent of the Noteholder Mortgagees; and

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

1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this deed any determination,
         statement or certificate by the Security Trustee or an Authorised
         Signatory of the Security Trustee provided for in this deed is

--------------------------------------------------------------------------------
                                                                          Page 5
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         sufficient evidence of each thing determined, stated or certified in
         the absence of manifest error or proof to the contrary.

1.5      DOCUMENT OR AGREEMENT

         A reference to:

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

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

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

1.6      RIGHTS AND OBLIGATIONS OF MORTGAGEES

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

         (b)      Subject to clause 9.5, no Mortgagee is entitled to enforce
                  this deed or any Collateral Security other than through the
                  Security Trustee.

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

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

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

1.7      TRANSACTION DOCUMENT

         This deed is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.8      CHARGOR AS TRUSTEE

         In this deed, except where provided to the contrary:

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

         (b)      a reference to the assets, business, property or undertaking
                  of the Chargor is a reference to the assets, business,
                  property or undertaking of the Chargor only in the capacity
                  described in paragraph (a) above.

1.9      KNOWLEDGE OF THE CHARGOR

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

--------------------------------------------------------------------------------
                                                                          Page 6
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

1.10     KNOWLEDGE OF SECURITY TRUSTEE

         For the purposes of this deed, the Security Trustee will only be
         considered to have knowledge, notice of or to be aware of any thing if
         the Security Trustee has knowledge, notice or awareness of that thing
         by virtue of the actual knowledge, notice or awareness of the officers
         or employees of the Security Trustee who have day to day responsibility
         for the administration of the security trust established by this deed.

2.       APPOINTMENT OF SECURITY TRUSTEE
--------------------------------------------------------------------------------

2.1      THE SECURITY TRUSTEE

         The Security Trustee:

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

         (b)      acknowledges and declares that it:

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

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

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

2.2      RESOLUTION OF CONFLICTS

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

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

                  (i)      Class B Noteholders shall be determined by the Class
                           B Noteholders;

                  ii)      the Class C Noteholders shall be determined by the
                           Class C Noteholders,

                  (iii)    in each case as provided herein).

         (c)      Subject to the provisions of this deed (other than paragraph
                  (b)), the Security Trustee must give priority to the interests
                  only of the Class A Noteholders if, in the Security Trustee's
                  opinion (in relation to which in determining the interests of
                  the Class A Noteholders, the Security Trustee may rely on the
                  instructions given in a resolution passed in a meeting held in
                  accordance with clause 40, by Class A Noteholders or their
                  Representatives holding Class A Notes representing at least
                  75% of the aggregate Invested Amount of all Class A

--------------------------------------------------------------------------------
                                                                          Page 7
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  Notes) there is a conflict between the interests of the Class
                  A Noteholders and the interests of the Class B Noteholders,
                  the Class C Noteholders or the other Mortgagees.

         (d)      Provided that the Security Trustee acts in accordance with
                  clause 40 and in good faith, it shall not incur any liability
                  to any Mortgagee for giving effect to paragraph (b) or (c).

2.3      DURATION OF TRUST

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

2.4      COVENANT

         The Security Trustee covenants for the benefit of the Approved Seller
         that it will comply with clause 12.4(l)(i) of the Master Trust Deed in
         relation to any Receivable Security or Related Security which the
         Chargor or the Approved Seller has notified in writing to the Security
         Trustee is affected by a Trust Back.

3.       CHARGE
--------------------------------------------------------------------------------

3.1      CHARGE

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

         (b)      The Charge does not charge:

                  (i)      any Trust Assets as at the date of this deed which at
                           the time of execution of this deed are, or are taken
                           under the applicable stamp duties legislation of the
                           relevant jurisdiction to be, situated in any State or
                           Territory of Australia other than the Australian
                           Capital Territory or the Northern Territory; or

                  (ii)     any Trust Assets which are at any time located in
                           Tasmania, unless the Chargor, the Security Trustee
                           and the Manager agree otherwise in writing.

3.2      SECURITY

         (a)      Subject to paragraph (b), the security created by this deed
                  secures the due and punctual payment of the Secured Moneys.

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

3.3      PROSPECTIVE LIABILITY

         For the purpose of the Corporations Act 2001 (Cth) the maximum
         prospective liability (as defined in the Corporations Act 2001 (Cth))
         secured by this deed at any time is A$5,000,000,000,000 and the total
         amount recoverable under this deed is limited to A$5,000,000,000,000 or
         its equivalent in another currency.

--------------------------------------------------------------------------------
                                                                          Page 8
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

4.       NATURE OF CHARGE
--------------------------------------------------------------------------------

4.1      PRIORITY

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

4.2      NATURE OF CHARGE

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

4.3      DEALING WITH MORTGAGED PROPERTY

         (a)      Except as expressly permitted in any Trust Document, the
                  Chargor shall not, and the Manager shall not direct the
                  Chargor to:

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

                  (ii)     in any other way:

                           (A)      dispose of;

                           (B)      create or allow any interest in; or

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

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

4.4      CRYSTALLISATION

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

         (a)      in respect of any asset:

                  (i)      upon the occurrence of an Event of Default;

                  (ii)     if the Chargor:

                           (A)      creates or allows any Security Interest
                                    over;

                           (B)      sells, leases or otherwise disposes of;

                           (C)      creates or allows any interest in; or

                           (D)      parts with possession of,

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

--------------------------------------------------------------------------------
                                                                          Page 9
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

                           (B)      260-5 of the Taxation Administration Act
                                    1953; or

                           (C)      any similar legislation,

                           which will affect that asset; or

                  (iv)     on a Government Agency taking any step which may
                           result in an amount of Tax or an amount owing to a
                           Government Agency ranking ahead of the floating
                           charge with respect to that asset; or

         (b)      in respect of all the Mortgaged Property:

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

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

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

4.5      DE-CRYSTALLISATION

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

5.       COVENANTS AND WARRANTIES
--------------------------------------------------------------------------------

5.1      COVENANT

         (a)      The Chargor acknowledges its indebtedness to each Mortgagee in
                  respect of the relevant Secured Moneys. The Chargor shall duly
                  and punctually pay the Secured Moneys when due in accordance
                  with the Transaction Documents, including in accordance with
                  Clause 8.2.

         (b)      Subject to the limitations on the obligations and liability of
                  the Chargor under the Master Trust Deed and the other
                  Transaction Documents, the Chargor shall use its reasonable
                  endeavours to ensure that no Event of Default occurs.

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

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

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

                  (ii)     the amount and details of the Secured Moneys owing to
                           each Mortgagee; and

--------------------------------------------------------------------------------
                                                                         Page 10
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  (iii)    the amount and details of any Excluded Advances owing
                           to any Mortgagee.

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

5.2      NEGATIVE COVENANTS

         The Chargor shall not do, nor shall the Manager direct or cause the
         Chargor to do, any of the following without the prior written consent
         of the Security Trustee (and, subject to clause 40.17(d), the
         Noteholder Mortgagees) and without prior written confirmation from the
         Designated Rating Agency for each Class of Notes of the rating assigned
         to the Notes except as permitted by this deed, the Master Trust Deed or
         the Supplementary Terms Notice for the Trust:

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

                  (i)      the Notes;

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

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

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

         (b)      (NO RELEASE UNDER TRUST DOCUMENTS) give any release or
                  discharge (whether full, partial or conditional) to any person
                  in respect of their obligations under any of the Trust
                  Documents relating to the Trust, except as permitted by the
                  Trust Documents;

         (c)      (BANK ACCOUNTS) not open any bank account not permitted in the
                  Trust Documents; and

         (d)      (SECURITY INTEREST) not create or permit or suffer to exist
                  any other Security Interest over the Mortgaged Property.

5.3      WARRANTY

         The Chargor makes the following representations and warranties.

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

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

--------------------------------------------------------------------------------
                                                                         Page 11
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

         (e)      (MASTER TRUST DEED) The Trust is constituted pursuant to the
                  Master Trust Deed, the Notice of Creation of Trust and the
                  Supplementary Terms Notice.

         (f)      (RIGHT OF INDEMNITY) As far as the Chargor is aware, except as
                  expressly provided in the Master Trust Deed or the
                  Supplementary Terms Notice or statute the Chargor has not
                  limited in any way, and the Chargor has no liability which may
                  be set off against, the Chargor's Indemnity.

         (g)      (NO PROCEEDINGS TO REMOVE) As far as the Chargor is aware, no
                  notice has been given to the Chargor and, to the Chargor's
                  knowledge, no resolution has been passed or direction has been
                  given, removing the Chargor as trustee of the Trust.

5.4      MANAGER'S UNDERTAKINGS

         The Manager undertakes to the Security Trustee when requested promptly
         to give to the Security Trustee:

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

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

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

         (d)      a copy of each Trust Document and details and information
                  relating to:

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

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

6.       FURTHER ASSURANCES
--------------------------------------------------------------------------------

6.1      FURTHER ASSURANCES

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

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

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

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

--------------------------------------------------------------------------------
                                                                         Page 12
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


7.       NOTE TRUSTEE
--------------------------------------------------------------------------------

7.1      CAPACITY

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

7.2      EXERCISE OF RIGHTS

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

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

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

7.3      INSTRUCTIONS OR DIRECTIONS

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

7.4      PAYMENTS

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

7.5      NOTICES

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

8.       EVENTS OF DEFAULT
--------------------------------------------------------------------------------

8.1      EVENTS OF DEFAULT

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

         (a)      (FAILURE TO PAY) The Chargor fails to pay:

                  (i)      any Interest Entitlement within 10 Business Days of
                           the Quarterly Payment Date on which the Interest
                           Entitlement was due to be paid, together with all
                           interest accrued and payable on that Interest
                           Entitlement; or

                  (ii)     any other Secured Moneys, within 10 Business Days of
                           the due date for payment (or within any applicable
                           grace period agreed with the Mortgagees, or where the

--------------------------------------------------------------------------------
                                                                         Page 13
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                           Mortgagee is a Class A Noteholder, with the Note
                           Trustee, to whom the Secured Moneys relate).

         (b)      (BREACH OF OBLIGATION) The Chargor fails to perform or observe
                  any other provisions (other than an obligation referred to in
                  paragraph (a)) of this deed or a Trust Document where such
                  failure will have a Material Adverse Effect and that default
                  (if in the opinion of the Security Trustee capable of remedy)
                  is not remedied within 30 days after written notice (or such
                  longer period as may be specified in the notice) from the
                  Security Trustee requiring the failure to be remedied.

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

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

         (e)      (ENFORCEMENT OF SECURITY) Any Security Interest over the Trust
                  Assets is enforced.

         (f)      (Vitiation of Trust Documents)

                  (i)      All or any part of any Trust Document (other than the
                           Basis Swap, the Redraw Facility Agreement or, where
                           the Currency Swap is terminated by the provider of
                           the Currency Swap as a result of a call exercised by
                           the Trustee under Condition 5(j), the Currency Swap)
                           is terminated or is or becomes void, illegal,
                           invalid, unenforceable or of limited force and
                           effect; or

                  (ii)     a party becomes entitled to terminate, rescind or
                           avoid all or part of any Trust Document (other than
                           the Basis Swap, the Redraw Facility or, where the
                           Currency Swap is terminated by the provider of the
                           Currency Swap as a result of a call exercised by the
                           Trustee under Condition 5(j), the Currency Swap)

                  where that event has or will have a Material Adverse Effect.

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

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

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

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

8.2      RIGHTS OF THE SECURITY TRUSTEE UPON EVENT OF DEFAULT

         At any time after an Event of Default occurs, the Security Trustee may,
         and shall (subject to clauses 9.2, 9.3, 9.4 and 9.5) if so directed by
         an Extraordinary Resolution:

         (a)      declare the Charge immediately enforceable;

--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

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

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

8.3      NOTIFY EVENTS OF DEFAULT

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

9.       ENFORCEMENT
--------------------------------------------------------------------------------
9.1      POWER TO ENFORCE

         At any time after the Charge becomes enforceable, the Security Trustee
         may, at its discretion and without further notice (subject to the terms
         of this deed including, without limitation, clause 8.2) take such
         proceedings as it may think fit to enforce any of the provisions of
         this deed.

9.2      NO OBLIGATION TO ENFORCE

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

9.3      OBLIGATION TO CONVENE MEETING

         (a)      Prior to the Security Trustee becoming actually aware of the
                  occurrence of an Event of Default and provided that it has
                  been indemnified to its satisfaction in accordance with this
                  deed, the Security Trustee may enforce this deed without an
                  Extraordinary Resolution of the Voting Mortgagees if it
                  believes (in its absolute discretion) that it is necessary to
                  do so to protect the interests of the Mortgagees.

         (b)      Following the Security Trustee becoming actually aware of the
                  occurrence of an Event of Default in accordance with clause
                  1.10, it shall, subject to clause 9.7, promptly convene a
                  meeting of the Voting Mortgagees in accordance with this deed,
                  at which it shall seek


--------------------------------------------------------------------------------
                                                                         Page 15
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  directions from the Voting Mortgagees by way of an
                  Extraordinary Resolution of the Voting Mortgagees regarding
                  the action it should take as a result of that Event of Default
                  including whether to do any of the things referred to in
                  clauses 8.2(a) to (d) inclusive.

9.4      SECURITY TRUSTEE TO ACT IN ACCORDANCE WITH DIRECTIONS

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

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

                  (i)      this deed; and

                  (ii)     the Security Trustee being adequately indemnified
                           from the property held on trust under clause 2.1(b)
                           or the Security Trustee receiving from the Voting
                           Mortgagees (other than the Note Trustee) an indemnity
                           in a form reasonably satisfactory to the Security
                           Trustee (which may be by way of an Extraordinary
                           Resolution of the Voting Mortgagees) against all
                           actions, proceedings, claims and demands to which it
                           may render itself liable, and all costs, charges,
                           damages and expenses which it may incur, in giving
                           effect to an Extraordinary Resolution of the Voting
                           Mortgagees.

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

         (c)      If an Event of Default is a payment default in respect of a
                  subordinated Class of Notes, as long as there are Class A
                  Notes outstanding that rank prior to those subordinated Notes,
                  the Security Trustee shall not take any action without the
                  consent of the Class A Noteholders contained in or given
                  pursuant to an Extraordinary Resolution of Class A
                  Noteholders.

         (d)      If the Security Trustee becomes bound to take steps and/or
                  proceed under this deed and it fails to do so within a
                  reasonable time and such failure is continuing, the Voting
                  Mortgagees may exercise such powers as they determine by
                  Extraordinary Resolution and then only if and to the extent
                  the Voting Mortgagees are able to do so under Australian law.

9.5      SECURITY TRUSTEE MUST RECEIVE INDEMNITY

         If:

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

--------------------------------------------------------------------------------
                                                                         Page 16

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                           extent to which it may become liable (including costs
                           and expenses); and

                  (ii)     those Voting Mortgagees refuse to grant the requested
                           indemnity, and put it in funds,

                  then the Security Trustee will not be obliged to act in
                  relation to that enforcement. In those circumstances, the
                  Voting Mortgagees may exercise such Powers as they determine
                  by Extraordinary Resolution. The Note Trustee is in no
                  circumstance required to give any indemnity to the Security
                  Trustee.

9.6      LIMITATION ON RIGHTS OF MORTGAGEES

         Subject to this deed (including, without limitation, clauses 9.4(b) and
         9.5), the powers, rights and remedies conferred on the Security Trustee
         by this deed are exercisable by the Security Trustee only, and no
         Mortgagee is entitled without the written consent of the Security
         Trustee to exercise the same or any of them. Without limiting the
         generality of the foregoing, subject to clause 9.5, no Mortgagee is
         entitled to enforce the Charge or the provisions of this deed or to
         appoint or cause to be appointed a Receiver to any of the Mortgaged
         Property or otherwise to exercise any power conferred by the terms of
         any applicable law on charges except as provided in this deed.

9.7      IMMATERIAL WAIVERS

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

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

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

9.8      ACTS PURSUANT TO RESOLUTIONS

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

--------------------------------------------------------------------------------
                                                                         Page 17
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

9.9      OVERRIDING PROVISION

         Notwithstanding any other provision of this deed:

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

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

10.      APPOINTMENT OF RECEIVER
--------------------------------------------------------------------------------
10.1     APPOINTMENT

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

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

         (b)      remove any Receiver;

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

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

10.2     AGENT OF CHARGOR

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

         (b)      Each Mortgagee acknowledges that:

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

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

10.3     RECEIVER'S POWERS

         In addition to any powers granted by law, and except to the extent
         specifically excluded by the terms of his appointment and in accordance
         with the interests of the Mortgagees in accordance with this deed,
         every Receiver has power to do anything in respect of the Mortgaged
         Property that the Chargor could do (including, without limitation,
         having regard to its powers under the Master Trust Deed). However,
         every Receiver acknowledges that the Chargor's liability in relation to
         the Receiver's exercise of those powers is limited to the assets of the
         Trust. His powers include the following.


         (a)      (TAKE POSSESSION AND MANAGE) He may take possession of, get in
                  and manage the Mortgaged Property.

--------------------------------------------------------------------------------
                                                                         Page 18
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

         (c)      (CARRY ON BUSINESS) He may carry on or concur in carrying on
                  any business.

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

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

         (f)      (LEND) He may lend money or provide financial accommodation.

         (g)      (Sell)

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

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

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

                           (B)      for cash or on credit;

                           (C)      in one lot or in parcels;

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

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

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

         (h)      (OPTIONS) He may grant or take put or call options.

         (i)      (SEVER FIXTURES) He may sever fixtures.

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

         (k)      (COMPROMISE) He may make or accept any arrangement or
                  compromise.

         (l)      (GIVE RECEIPTS) He may give receipts for money and other
                  assets.

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

                  (i)      perform or enforce;

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

                  (iii)    obtain the benefit in other ways of,

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

--------------------------------------------------------------------------------
                                                                         Page 19



<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


         (n)      (VARY AND TERMINATE AGREEMENTS) He may vary, rescind or
                  terminate any document or agreement (including surrender or
                  accept the surrender of leases).

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

         (p)      (TAKE INSOLVENCY PROCEEDINGS) He may make, commence and pursue
                  insolvency proceedings against any person and do any thing in
                  relation to any actual or contemplated Liquidation (including
                  attend and vote at meetings of creditors and appoint proxies).

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

         (r)      (EXECUTE DOCUMENTS) He may enter into and execute documents or
                  agreements on behalf of himself or the Chargor.

         (s)      (OPERATE BANK ACCOUNTS) He may operate any bank account
                  comprising part of the Mortgaged Property and open and operate
                  any further bank account.

         (t)      (SURRENDER MORTGAGED PROPERTY) He may surrender, release or
                  transfer any of the Mortgaged Property.

         (u)      (EXCHANGE MORTGAGED PROPERTY) He may exchange with any person
                  any of the Mortgaged Property for other property.

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

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

         (x)      (HAVE ACCESS) He may exercise all the rights of the Chargor
                  under the Trust Documents with respect to the Trust Assets.

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

         (z)      (OTHER OUTGOINGS) He may pay any outgoing or indebtedness of
                  the Chargor or any other person.

         (aa)     (SECURITY INTERESTS) He may redeem any Security Interest or
                  acquire it and any debt secured by it.

         (bb)     (INSURE) He may take out insurance.

         (cc)     (INSURANCE CLAIMS) He may make, enforce, compromise and settle
                  all claims in respect of insurance.

         (dd)     (INCIDENTAL POWER) He may do anything incidental to the
                  exercise of any other Power.

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

--------------------------------------------------------------------------------
                                                                         Page 20
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


10.4     RECEIVER APPOINTED AFTER COMMENCEMENT OF WINDING UP

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

         (a)      an order may have been made or a resolution may have been
                  passed for the Liquidation of the Chargor; and

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

10.5     POWERS EXERCISABLE BY THE SECURITY TRUSTEE

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

10.6     WITHDRAWAL

         The Security Trustee may at any time (provided it does not have a
         Material Adverse Effect) give up possession of any Mortgaged Property
         and may at any time withdraw any receivership.

11.      REMUNERATION OF SECURITY TRUSTEE
--------------------------------------------------------------------------------
11.1     COSTS

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

11.2     FEE

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

         (b)      If the Security Trustee is required at any time to undertake
                  duties which relate to the enforcement of the terms of any
                  Transaction Document by the Security Trustee upon a default by
                  any other party under the terms of that Transaction Document,
                  the Security Trustee is entitled to such additional
                  remuneration as may be agreed between the Security Trustee and
                  the Manager or, failing agreement, such amount as is
                  determined by a merchant bank (acting as an expert and not as
                  an arbitrator) selected by the Security Trustee. The
                  determination of such merchant bank shall be conclusive and
                  binding on the Manager and the Security Trustee so far as the
                  law allows.

--------------------------------------------------------------------------------
                                                                         Page 21
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

11.3     CESSATION OF FEE

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

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

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

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

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

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

                  (ii)     delegate his powers (including delegation).

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

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



--------------------------------------------------------------------------------
                                                                         Page 22
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------



14.      PERFORMANCE OF CHARGOR'S OBLIGATIONS
--------------------------------------------------------------------------------

         If at any time the Chargor fails duly to perform any obligation in any
         Trust Document the Security Trustee or any person it authorises may do
         anything which in its opinion is necessary or expedient to make good or
         to attempt to make good that failure to its satisfaction.

15.      STATUTORY POWERS
--------------------------------------------------------------------------------
15.1     POWERS IN AUGMENTATION

         The powers conferred on a mortgagee by law:

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

         (b)      (to the extent permitted by law and, subject to clause
                  40.17(d), and provided there is sufficient time to do so, with
                  the prior written consent of the Noteholder Mortgagees) may be
                  exercised by the Security Trustee immediately after the Charge
                  becomes enforceable under this deed and at any time
                  subsequently; and

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

15.2     NOTICE NOT REQUIRED

         To the extent permitted by law:

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

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

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

16.      APPLICATION OF MONEYS RECEIVED
--------------------------------------------------------------------------------
16.1     PRIORITIES

         (a)      The proceeds from the enforcement of the Charge over the
                  Mortgaged Property (the AVAILABLE FUND POOL) are to be applied
                  (notwithstanding any order of payment in the Supplementary
                  Terms Notice) in the following order of priority, subject to
                  any other priority which may be required by statute or law:

                  (i)      first, to pay (pari passu and rateably):

                           (A)      any fees and other expenses due to the
                                    Security Trustee or the Note Trustee;

                           (B)      any fees and other expenses due to the
                                    Principal Paying Agent;

                           (C)      any Expenses then due and unpaid with
                                    respect to the Trust; and

                           (D)      the Receiver's remuneration;

--------------------------------------------------------------------------------
                                                                         Page 23
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

                  (iii)    third, to pay any unpaid Accrued Interest Adjustment
                           due to the Approved Seller;

                  (iv)     fourth, to pay to the Swap Provider under the
                           Interest Rate Swap any Break Payments received by or
                           on behalf of the Trustee from a Borrower or any
                           Mortgage Insurer and which have not previously been
                           paid to that Swap Provider.

                  (v)      fifth, to pay (pari passu and rateably):

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

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

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

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

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

                  (vii)    seventh, all Secured Moneys owing to the Class C
                           Noteholders (as at the date of payment);

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

                  (ix)     ninth, to pay (pari passu and rateably) all monies
                           owing to any Mortgage Insurer;

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

                  (xi)     eleventh, to pay any surplus to the Chargor to be
                           distributed in accordance with the Master Trust Deed
                           and the Supplementary Terms Notice.

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

16.2     MONEYS ACTUALLY RECEIVED

         In applying any moneys towards satisfaction of the Secured Moneys, the
         Chargor will be credited only with the money available for that purpose
         which is actually received by the relevant Mortgagee

--------------------------------------------------------------------------------
                                                                         Page 24

<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         or, where the Mortgagee is a Class A Noteholder, the Note Trustee. The
         credit will date from the time of receipt.

16.3     AMOUNTS CONTINGENTLY DUE

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

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

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

16.4     NOTICE OF SUBSEQUENT SECURITY INTERESTS

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

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

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

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

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

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

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

16.5     SATISFACTION OF DEBTS

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

16.6     PAYMENTS INTO US$ ACCOUNT

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

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

--------------------------------------------------------------------------------
                                                                         Page 25
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

16.7     PAYMENTS OUT OF US$ ACCOUNT

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

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

16.8     EXCLUDED AMOUNTS

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

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

         (b)      Any of:

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

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

                  This paragraph (b) shall not apply to the extent that the
                  relevant moneys are applied in accordance with the relevant
                  document to satisfy any obligation owed to the Chargor by the
                  relevant Support Facility Provider.

16.9     PROPORTIONATE SHARING

         (a)      SHARING

                  Whenever any Mortgagee receives or recovers any money in
                  respect of any sum due from the Chargor under a Trust Document
                  in any way (including without limitation by set-off) except
                  those referred to in clause 16.8 or through distribution by
                  the Security Trustee under this deed (the RECEIVED MONEYS).

                  (i)      the Mortgagee shall immediately notify the Security
                           Trustee;

                  (ii)     the Mortgagee shall immediately pay that money to the
                           Security Trustee (unless the Security Trustee directs
                           otherwise). As between each Class of Class A
                           Noteholders, such payments (if any) are to be made
                           pari passu and rateably;

                  (iii)    the Security Trustee shall treat the payment as if it
                           were a payment by the Chargor on account of all sums
                           then payable to the Mortgagees; and

                  (iv)     (A) the payment or recovery will be taken to have
                           been a payment for the account of the Security
                           Trustee and not to the Mortgagee for its own account,
                           and to that extent the liability of the Chargor to
                           the Mortgagee will not be reduced by the recovery or
                           payment, other than to the extent of any distribution
                           received by the Mortgagee under paragraph (iii); and

--------------------------------------------------------------------------------
                                                                         Page 26
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


                           (B)      (without limiting sub-paragraph (A))
                                    immediately on the Mortgagee making or
                                    becoming liable to make a payment under
                                    paragraph (ii), the Chargor shall indemnify
                                    the Mortgagee against the payment to the
                                    extent that (despite sub-paragraph (A)) its
                                    liability has been discharged by the
                                    recovery or payment.

         (b)      NETTING


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

17.      OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY
--------------------------------------------------------------------------------
         (a)      Any Mortgagee and any Receiver or Attorney may rely on the
                  certificate of a holder of another Security Interest affecting
                  or purporting to affect the Mortgaged Property as to the
                  amount and property secured by the Security Interest.

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

18.      PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY
--------------------------------------------------------------------------------
         To the extent permitted by law, neither any Mortgagee nor any Receiver
         or Attorney will be liable:

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

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

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

--------------------------------------------------------------------------------
                                                                         Page 27
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


19.      PROTECTION OF THIRD PARTIES
--------------------------------------------------------------------------------
19.1     NO ENQUIRY

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

         (a)      is bound to enquire:

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

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

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

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

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

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

         In this clause a DEALING is:

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

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

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

19.2     RECEIPT

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

20.      EXPENSES, INDEMNITY
--------------------------------------------------------------------------------
20.1     EXPENSES

         In accordance with the Supplementary Terms Notice and this deed, the
         Chargor shall reimburse each Mortgagee or (where the Mortgagee is a
         Class A Noteholder who is not a Voting Mortgagee) the Note Trustee,
         Receiver and Attorney for its expenses in relation to:

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

--------------------------------------------------------------------------------
                                                                         Page 28
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

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

20.2     INDEMNITY

         Subject to Clause 16.1, on demand the Chargor shall indemnify each
         Mortgagee and each Receiver and Attorney against any loss, cost,
         charge, liability or expense that Mortgagee (or any officer or employee
         of that Mortgagee) or any Receiver or Attorney may sustain or incur as
         a direct or indirect consequence of:

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

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

21.      CURRENCY INDEMNITY
--------------------------------------------------------------------------------

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

         (a)      that Mortgagee receives or recovers an amount in one currency
                  (the PAYMENT CURRENCY) in respect of an amount denominated
                  under a Trust Document in another currency (the DUE CURRENCY);
                  and

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

22.      STAMP DUTIES
--------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------
                                                                         Page 29

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

23.      INTEREST ON OVERDUE AMOUNTS
--------------------------------------------------------------------------------
23.1     ACCRUAL

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

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

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

         (c)      at the rate provided in clause 23.3,

         except where the Trust Document provides otherwise.

23.2     PAYMENT

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

23.3     RATE

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

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

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

24.      CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.
--------------------------------------------------------------------------------

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

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

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

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

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

         (e)      as to the amount and details of Excluded Advances stated in
                  the certificates.

--------------------------------------------------------------------------------
                                                                         Page 30
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

25.      SURVIVAL OF REPRESENTATIONS
--------------------------------------------------------------------------------

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

26.      INDEMNITY AND REIMBURSEMENT OBLIGATIONS
--------------------------------------------------------------------------------

         Each indemnity, reimbursement and similar obligation in a Trust
         Document:

         (a)      is a continuing obligation;

         (b)      is a separate and independent obligation;

         (c)      is payable on demand;

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

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

27.      CONTINUING SECURITY
--------------------------------------------------------------------------------

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

28.      OTHER SECURITIES
--------------------------------------------------------------------------------

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

         (a)      any other Security Interest; or

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

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

29.      DISCHARGE OF THE CHARGE
--------------------------------------------------------------------------------
29.1     RELEASE

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

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

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

--------------------------------------------------------------------------------
                                                                         Page 31
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------


                  (iii)    the Security Trustee shall, subject to clause 29.2,
                           at the request of the Manager or the Chargor, and at
                           the cost of the Chargor, release the Mortgaged
                           Property from the Charge and this deed.

29.2     CONTINGENT LIABILITIES

         The Security Trustee shall be under no obligation to release the Charge
         in respect of the Trust unless at the time such release is sought the
         Security Trustee has no contingent or prospective liabilities in
         respect of the Trust or otherwise in connection with this deed whether
         or not there is any reasonable likelihood of such liabilities, becoming
         actual liabilities, including without limitation, in respect of any
         bills, notes drafts, cheques, guarantees, letters of credit or other
         notes or documents issued, drawn, endorsed or accepted by the Security
         Trustee for the account or at the request of the Chargor for the Trust.

29.3     CHARGE REINSTATED

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

30.      AMENDMENT
--------------------------------------------------------------------------------
30.1     APPROVAL OF MANAGER

         The Security Trustee and the Chargor may, following the giving of at
         least 10 Business Days prior written notice to each Designated Rating
         Agency, and with the written approval of the Manager and (subject to
         Clause 40.17(d)) the Noteholder Mortgagees and, by way of supplemental
         deed alter, add to or modify this deed (including this clause 30) so
         long as such alteration, addition or modification is:

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

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

         (c)      in the opinion of the Security Trustee appropriate or
                  expedient as a consequence of an amendment to any law or
                  regulation or altered requirements of any Government Agency
                  (including, without limitation, an alteration, addition or
                  modification which is in the opinion of the Security Trustee
                  appropriate or expedient as a consequence of the enactment of
                  a law or regulation or an amendment to any law or regulation
                  or ruling by the Commissioner or Deputy Commissioner of
                  Taxation or any governmental announcement or statement, in any
                  case which has or may have the effect of altering the manner
                  or basis of taxation of trusts generally or of trusts similar
                  to the Trust); or

--------------------------------------------------------------------------------
                                                                         Page 32

<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

30.2     EXTRAORDINARY RESOLUTION OF VOTING MORTGAGEES

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

30.3     DISTRIBUTION OF AMENDMENTS

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

31.      CHARGOR'S LIABILITY
--------------------------------------------------------------------------------
31.1     LIMITATION OF LIABILITY

         (a)      General

                  Clause 30 of the Master Trust Deed applies to the obligations
                  and liabilities of the Chargor and the Manager under this
                  deed.

         (b)      Limitation of Chargor's Liability

                  (i)      The Chargor enters into this deed only in its
                           capacity as trustee of the Trust and in no other
                           capacity (except where the Transaction Documents
                           provide otherwise). Subject to paragraph (iii) below,
                           a liability arising under or in connection with this
                           deed or the Trust can be enforced against the Chargor
                           only to the extent to which it can be satisfied out
                           of the assets and property of the Trust which are
                           available to satisfy the right of the Chargor to be
                           exonerated or indemnified for the liability. This
                           limitation of the Chargor's liability applies despite
                           any other provision of this deed and extends to all
                           liabilities and obligations of the Chargor in any way
                           connected with any representation, warranty, conduct,
                           omission, agreement or transaction related to this
                           deed or the Trust.

                  (ii)     Subject to paragraph (iii) below, no person
                           (including any Relevant Party) may take action
                           against the Chargor in any capacity other than as
                           trustee of the Trust or seek the appointment of a
                           receiver (except under this deed), or a liquidator,
                           an administrator or any similar person to the Chargor
                           or prove in any liquidation, administration or
                           arrangements of or affecting the Chargor.

                  (iii)    The provisions of this clause 31.1(b) shall not apply
                           to any obligation or liability of the Chargor to the
                           extent that it is not satisfied because under a
                           Transaction Document or by operation of law there is
                           a reduction in the extent of the Chargor's
--------------------------------------------------------------------------------
                                                                         Page 33
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                           indemnification or exoneration out of the Assets of
                           the Trust as a result of the Chargor's fraud,
                           negligence, or Default.

                  (iv)     It is acknowledged that the Relevant Parties are
                           responsible under the Transaction Documents for
                           performing a variety of obligations relating to the
                           Trust. No act or omission of the Chargor (including
                           any related failure to satisfy its obligations under
                           this deed) will be considered fraud, negligence or
                           Default of the Chargor for the purpose of paragraph
                           (iii) above to the extent to which the act or
                           omission was caused or contributed to by any failure
                           by any Relevant Party or any person who has been
                           delegated or appointed by the Chargor in accordance
                           with this deed or any other Transaction Document to
                           fulfil its obligations relating to the Trust or by
                           any other act or omission of a Relevant Party or any
                           such person.

                  (v)      In exercising their powers under the Transaction
                           Documents, each of the Chargor, the Security Trustee
                           and the Noteholders must ensure that no attorney,
                           agent, delegate, receiver or receiver and manager
                           appointed by it in accordance with this deed has
                           authority to act on behalf of the Chargor in a way
                           which exposes the Chargor to any personal liability
                           and no act or omission of any such person will be
                           considered fraud, negligence, or Default of the
                           Chargor for the purpose of paragraph (iii) above.

                  (vi)     In this clause, RELEVANT PARTIES means each of the
                           Manager, the Servicer, the Calculation Agent, each
                           Paying Agent, the Note Trustee, and the provider of a
                           Support Facility.

                  (vii)    Nothing in this clause limits the obligations
                           expressly imposed on the Chargor under the
                           Transaction Documents.

31.2     RIGHTS AGAINST MORTGAGED PROPERTY PRESERVED

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

31.3     OBLIGATION EXPRESS

         The Chargor, is not obliged to enter into any commitment or obligation
         under this deed, unless:

         (a)      in the case of commitments or obligations that are expressly
                  contemplated by a Transaction Document and are between parties
                  to a Transaction Document, the Chargor's liability is limited
                  in the same manner as set out in this clause 31; or

         (b)      in the case of any other commitments or obligations, the
                  Chargor's liability is limited in a manner satisfactory to the
                  Chargor in its absolute discretion.

--------------------------------------------------------------------------------
                                                                         Page 34
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

32.      WAIVERS, REMEDIES CUMULATIVE
--------------------------------------------------------------------------------

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

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

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

34.      SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

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

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

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

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

                  The Chargor shall use its reasonable endeavours to satisfy any
                  condition or obtain any Authorisation which relates to it as
                  trustee of the Trust, but not in respect of the Trust
                  generally which may be necessary to include that liability or
                  asset validly under the Charge or this deed.

35.      MORATORIUM LEGISLATION
--------------------------------------------------------------------------------

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

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

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

         is excluded from this deed and any Collateral Security.

--------------------------------------------------------------------------------
                                                                         Page 35
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

         (b)      The Chargor may only assign or transfer any of its rights or
                  obligations under this deed or any Collateral Security in
                  accordance with the Transaction Documents and if prior notice
                  has been given to each Designated Rating Agency and such
                  assignment or transfer has no adverse effect on the ratings of
                  the Notes.

37.      NOTICES
--------------------------------------------------------------------------------

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

                  (i)      must be in writing;

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

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

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


38.      RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE
--------------------------------------------------------------------------------


38.1     INSTRUCTIONS; EXTENT OF DISCRETION

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

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

         (c)      In the absence of an Extraordinary Resolution of the Voting
                  Mortgagees, the Security Trustee need not act but, if it does
                  act, it must act (with prior written notice to the Noteholder
                  Mortgagees) in the best interests of the Mortgagees in
                  accordance with this deed.

--------------------------------------------------------------------------------
                                                                         Page 36
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

38.2     NO OBLIGATION TO INVESTIGATE AUTHORITY

         (a)      Neither the Chargor nor the Security Trustee need enquire
                  whether any Extraordinary Resolution has been passed or as to
                  the terms of any Extraordinary Resolution.

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

38.3     DELEGATION

         (a)      The Security Trustee may employ agents and attorneys, and,
                  provided that the Security Trustee exercises reasonable care
                  in selecting them, providing the Security Trustee and the
                  agent or attorney, as the case may be, are not related bodies
                  corporate (as defined in the Corporations Act 2001 (Cth)) the
                  Security Trustee will not be liable for the acts or omissions
                  of any such agent or delegate. The Security Trustee may at the
                  expense of the Chargor obtain such advice and information from
                  lawyers, accountants, bankers and other consultants and
                  experts as it considers desirable to allow it to be properly
                  advised and informed in relation to its powers and
                  obligations. Before obtaining such advice or information
                  (unless the advice or information relates to the Manager)
                  before the occurrence of an Event of Default, the Security
                  Trustee shall first inform the Manager of the need for the
                  advice or information and obtain the approval of the Manager,
                  which approval shall not be unreasonably withheld or delayed.

         (b)      Notwithstanding other provisions in this clause 38.3, where
                  the Security Trustee employs a related body corporate as agent
                  or attorney, the Security Trustee shall be liable for all acts
                  or omissions of the agent or attorney done or omitted whilst
                  acting in its capacity as such.

38.4     RELIANCE ON DOCUMENTS AND EXPERTS

                  The Security Trustee may rely on:

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

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

38.5     NOTICE OF TRANSFER

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

--------------------------------------------------------------------------------
                                                                         Page 37
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

38.6     NOTICE OF DEFAULT

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

         (b)      If the Security Trustee receives notice of, or becomes aware
                  of, the occurrence of events or circumstances constituting an
                  Event of Default and that those events or circumstances do
                  constitute an Event of Default, the Security Trustee shall
                  notify the Mortgagees.

38.7     SECURITY TRUSTEE AS MORTGAGEE

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

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

38.8     INDEMNITY TO SECURITY TRUSTEE

         (a)      Subject to clause 38.8(b) and to the order of payment
                  contained in the Supplementary Terms Notice and clause 16 of
                  this deed, the Chargor shall indemnify the Security Trustee
                  (to the extent not reimbursed by the Chargor) against any
                  loss, cost, liability, expense or damage the Security Trustee
                  may sustain or incur directly or indirectly under or in
                  relation to the Trust Documents. This does not limit the
                  Chargor's liability under any other provision.

         (b)      The Chargor is not liable under this sub-clause for any of the
                  above to the extent that they arise from the Security
                  Trustee's fraud, negligence or breach of trust.

         (c)      (i)   Subject to paragraph (c)(iii) below, a liability arising
                  under or in connection with this deed or the trust constituted
                  under this deed can be enforced against the Security Trustee
                  only to the extent to which it can be satisfied out of the
                  assets and property of the trust constituted under this deed
                  which are available to satisfy the right of the Security
                  Trustee to be exonerated or indemnified for the liability.
                  This limitation of the Security Trustee's liability applies
                  despite any other provision of this deed and extends to all
                  liabilities and obligations of the Security Trustee in any way
                  connected with any representation, warranty, conduct,
                  omission, agreement or transaction related to this deed or the
                  trust constituted under this deed.

                  (ii)     Subject to paragraph (c)(iii) below, no person
                           (including any Relevant Party) may take action
                           against the Security Trustee in any capacity other
                           than as trustee of the trust constituted under this
                           deed or seek the appointment of a receiver (except
                           under this deed), or a liquidator, an administrator
                           or any similar person to the Security Trustee or
                           prove in any liquidation, administration or
                           arrangements of or affecting the Security Trustee.

--------------------------------------------------------------------------------
                                                                         Page 38

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  (iii)    The provisions of this clause 38.8(c) shall not apply
                           to any obligation or liability of the Security
                           Trustee to the extent that it is not satisfied
                           because under a Transaction Document or by operation
                           of law there is a reduction in the extent of the
                           Security Trustee's indemnification or exoneration out
                           of the assets as a result of the Security Trustee's
                           fraud, negligence or breach of trust.

                  (iv)     It is acknowledged that the Relevant Parties are
                           responsible under the Transaction Documents for
                           performing a variety of obligations relating to the
                           Trust and the trust constituted under this deed. No
                           act or omission of the Security Trustee (including
                           any related failure to satisfy its obligations under
                           this deed) will be considered fraud, negligence or
                           breach of trust of the Security Trustee for the
                           purpose of paragraph (c)(iii) above to the extent to
                           which the act or omission was caused or contributed
                           to by any failure by any Relevant Party or any person
                           who has been delegated or appointed by the Security
                           Trustee in accordance with this deed or any other
                           Transaction Document to fulfil its obligations
                           relating to the Trust or the trust constituted under
                           this deed or by any other act or omission of a
                           Relevant Party or any such person.

                  (v)      In exercising their powers under the Transaction
                           Documents, each of the Chargor, the Security Trustee
                           and the Noteholders must ensure that no attorney,
                           agent, delegate, receiver or receiver and manager
                           appointed by it in accordance with this deed has
                           authority to act on behalf of the Security Trustee in
                           a way which exposes the Security Trustee to any
                           personal liability and no act or omission of any such
                           person will be considered fraud, negligence or breach
                           of trust of the Security Trustee for the purpose of
                           paragraph (c)(iii) above.

                  (vi)     The Security Trustee is not obliged to enter into any
                           commitment or obligation under this deed, unless:

                           (A)      in the case of commitments or obligations
                                    that are expressly contemplated by a
                                    Transaction Document and are between parties
                                    to a Transaction Document, the Security
                                    Trustee's liability is limited in the same
                                    manner as set out in this subclause (c); or

                           (B)      in the case of any other commitments or
                                    obligations, the Security Trustee's
                                    liability is limited in a manner
                                    satisfactory to the Security Trustee in its
                                    absolute discretion.

                  (vii)    A failure by the Security Trustee to act because it
                           has not received instructions (or proper
                           instructions) from the Mortgagees is not fraud,
                           negligence or breach of trust.

                  (viii)   In this clause, RELEVANT PARTIES means each of the
                           Manager, the Servicer, the Calculation Agent, each
                           Paying Agent, the Note Trustee, and the provider of a
                           Support Facility.

                  (ix)     Nothing in this clause limits the obligations
                           expressly imposed on the Security Trustee under the
                           Transaction Documents.

--------------------------------------------------------------------------------
                                                                         Page 39
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

38.9     INDEPENDENT INVESTIGATION

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

         (a)      its own investigations into the Trust, the Notes and other
                  Mortgagee (including the Manager); and

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

38.10    NO MONITORING

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

38.11    INFORMATION

         The Chargor authorises:

         (a)      the Security Trustee to provide any Mortgagee; and

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

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

38.12    CONFLICTS

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

                  (i)      obtain and rely on advice from any person referred to
                           in clause 38.3 and may comply with such direction or
                           order; and/or

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

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

         (b)      Neither the Security Trustee nor the Note Trustee has any
                  responsibility for the form or contents of this deed or any
                  other Trust Document and will have any liability (except, in


--------------------------------------------------------------------------------
                                                                         Page 40
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  each case, with respect to itself) arising as a result of or
                  in connection with any inadequacy, invalidity or
                  unenforceability of any provision of this deed or the other
                  Trust Documents.

38.13    NO LIABILITY

         Without limitation the Security Trustee shall not be liable for:

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

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

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

         except to the extent caused by the fraud, negligence or breach of trust
         of the Security Trustee.

39.      RETIREMENT AND REMOVAL OF SECURITY TRUSTEE
--------------------------------------------------------------------------------
39.1     RETIREMENT

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

39.2     REMOVAL

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

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

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

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

                  (iii)    the Security Trustee fails to comply with any of its
                           obligations under any Transaction Document and such
                           action has had, or, if continued will have, a
                           Material Adverse Effect, and, if capable of remedy,
                           that failure is not remedied within 14 days after the
                           earlier of (i) the Security Trustee having become
                           actually

--------------------------------------------------------------------------------
                                                                         Page 41

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                           aware of that failure and (ii) the Security Trustee
                           having received written notice with respect thereto
                           from the Manager; or

                  (iv)     there is a change in effective control of the
                           Security Trustee from that subsisting as at the date
                           of this deed unless approved by the Manager; or

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

39.3     REPLACEMENT

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

         (b)      If no successor Security Trustee is appointed within 30 days
                  after notice, the retiring Security Trustee may on behalf of
                  the Mortgagees appoint a successor Security Trustee (other
                  than St.George or a Related Body Corporate of St.George) who
                  accepts the appointment. If no such person is willing to
                  accept this appointment, the Voting Mortgagees may elect a
                  Security Trustee from among the Voting Mortgagees.

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

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

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

39.4     RATING AGENCIES APPROVAL

         Any resignation or removal of the Security Trustee and appointment of a
         successor security trustee will not become effective until acceptance
         of the appointment of that successor Security Trustee and confirmation
         by the Designated Rating Agencies that such appointment will not cause
         a downgrading, qualification or withdrawal of the then current ratings
         of the Notes.

40.      MEETINGS OF MORTGAGEES
--------------------------------------------------------------------------------
40.1     LIMITATION ON SECURITY TRUSTEE'S POWERS

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

40.2     CONVENING OF MEETINGS

         (a)      (Generally)

--------------------------------------------------------------------------------
                                                                         Page 42

<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

                  (ii)     Subject to clause 40.17, and subject to the Security
                           Trustee being adequately indemnified out of the
                           property held on trust under clause 2.1(b) against
                           all costs and expenses occasioned as a result, the
                           Security Trustee shall convene a meeting of the
                           Voting Mortgagees if requested to do so:


                           (A)      by the Chargor; or

                           (B)      by Voting Mortgagees being holders of not
                                    less than 30% of the then Secured Moneys.

         (b)      (Time and place)

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

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

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

                           (A)      the meeting of Class A Noteholders called in
                                    accordance with sub-paragraph (ii) is
                                    adjourned more than once; and

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

40.3     NOTICE OF MEETINGS

         (a)      (PERIOD OF NOTICE) Subject to clause 40.3(b), at least 7 days'
                  notice (inclusive of the day on which the notice is given and
                  of the day on which the meeting is held) shall be given to the
                  Voting Mortgagees, the Beneficiary and all the Designated
                  Rating Agencies.

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

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

         (d)      (METHOD OF GIVING NOTICE) Notice of a meeting shall be given
                  in the manner provided in this deed.

         (e)      (CONTENTS OF A NOTICE) Notice of a meeting of Voting
                  Mortgagees shall specify, unless in any particular case the
                  Security Trustee otherwise agrees:

--------------------------------------------------------------------------------
                                                                         Page 43

<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

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

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

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

40.4     CHAIRMAN

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

40.5     QUORUM

         At any such meeting any two or more persons present in person holding,
         or being Representatives holding or representing, in the aggregate not
         less than 51% of the then Secured Moneys shall form a quorum for the
         transaction of business (other than passing an Extraordinary Resolution
         in which case the quorum shall be not less than 67.5% of the then
         Secured Moneys) and no business (other than the choosing of a chairman)
         shall be transacted at any meeting unless the requisite quorum is
         present at the commencement of business.

40.6     ADJOURNMENT

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

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

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

--------------------------------------------------------------------------------
                                                                         Page 44

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

40.7     VOTING PROCEDURE

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


         (b)      (DECLARATION) At any meeting, unless a poll is (before or on
                  the declaration of the result of the show of hands) demanded
                  by the chairman, the Chargor, the Manager, the Note Trustee or
                  the Security Trustee or by one or more persons holding, or
                  being a Representative or Representatives holding or
                  representing, in aggregate not less than 15% of the then
                  Secured Moneys, a declaration by the chairman that a
                  resolution has been carried by a particular majority or lost
                  or not carried by any particular majority shall be conclusive
                  evidence of the fact without proof of the number or proportion
                  of the votes recorded in favour of or against that resolution.

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

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

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

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

                  (ii)     on a poll, every person who is present shall have one
                           vote for each US$100 or, in the case of A$
                           Noteholders for each A$ Equivalent of US$100 (but, in
                           each case, not part thereof) of the Secured Moneys
                           that he holds or in respect of which he is a
                           Representative. Any person entitled to more than one
                           vote need not use or cast all of the votes to which
                           he is entitled in the same way.

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

         For the purpose of determining the amount of Secured Moneys at any
         time, the Security Trustee may rely on the Accounts of the Chargor and
         any information provided by the Auditor of the Chargor. Clause 24 will
         apply to any determination of Secured Moneys for the definition of
         VOTING MORTGAGEE and this Clause 40.

--------------------------------------------------------------------------------
                                                                         Page 45
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

40.8     RIGHT TO ATTEND AND SPEAK

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

40.9     APPOINTMENT OF PROXIES

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

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

40.10    CORPORATE REPRESENTATIVES

         A person authorised pursuant to section 250D of the Corporations Act
         2001 (Cth) by a Voting Mortgagee being a body corporate to act for that
         Voting Mortgagee at any meeting shall, in accordance with his authority
         until his authority is revoked by the body corporate concerned, be
         entitled to exercise the same powers on behalf of that body corporate
         as that body corporate could exercise if it were an individual Voting
         Mortgagee and shall be entitled to produce evidence of his authority
         (together with, if required by the Security Trustee, evidence
         satisfactory to the Security Trustee of the due execution of the
         authority) to act at any time before the time appointed for the holding
         of or at the meeting or adjourned meeting or for the taking of a poll
         at which he proposes to vote.

--------------------------------------------------------------------------------
                                                                         Page 46
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

40.11    RIGHTS OF REPRESENTATIVES

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

40.12    EXTRAORDINARY RESOLUTIONS

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

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

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

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

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

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

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

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


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

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

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

                  (xi)     to authorise the Security Trustee or any other person
                           to concur in and execute and do all such documents,
                           acts and things as may be necessary to carry out and
                           give effect to any Extraordinary Resolution; or
--------------------------------------------------------------------------------
                                                                         Page 47

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  (xii)    to determine whether the Security Trustee should or
                           should not perform an act and any such Extraordinary
                           Resolution will (where relevant and in accordance
                           with clause 40.17) override any determination by the
                           Note Trustee.

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

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

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

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

                  (iv)     alter clause 16.1 in relation to that Mortgagee,

                  without the consent of that Mortgagee.

40.13    EXTRAORDINARY RESOLUTION BINDING ON MORTGAGEES

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

40.14    MINUTES AND RECORDS

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

40.15    WRITTEN RESOLUTIONS

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

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

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

40.16    FURTHER PROCEDURES FOR MEETINGS

         Subject to all other provisions contained in this deed, the Security
         Trustee may without the consent of the Mortgagees prescribe such
         further regulations regarding the holding of meetings of the Voting
         Mortgagees and attendance and voting at those meetings as the Security
         Trustee may in its sole

--------------------------------------------------------------------------------
                                                                         Page 48
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         discretion determine including particularly (but without prejudice to
         the generality of the above) such regulations and requirements as the
         Security Trustee thinks reasonable:

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

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

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

40.17    NOTE TRUSTEE RIGHTS

         (a)      Despite any other provision of this deed, for so long as the
                  Noteholder Mortgagees are the only Voting Mortgagees they may
                  direct the Security Trustee to do any act or thing which the
                  Security Trustee is required to do, or may only do, at the
                  direction of an Extraordinary Resolution of Voting Mortgagees
                  including those acts or things referred to in clause 40.12 and
                  the Security Trustee shall, subject to this deed, comply with
                  such direction of the Noteholder Mortgagees.

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

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

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

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

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

         (d)      The Security Trustee shall not be liable to any Mortgagee for
                  acting, or not acting, on the directions of the Noteholder
                  Mortgagee except where in so doing the Security Trustee
                  engages in any fraud, negligence or breach of trust.

         (e)      Any reference to the Noteholder Mortgagees where:

                  (i)      they are the only Voting Mortgagees; or

                  (ii)     where the consent of the Noteholder Mortgagees is
                           required under this deed in relation to a discretion
                           or act of the Security Trustee,

                  (iii)    means so many of the Noteholder Mortgagees who
                           represent more than 50% of the Total Invested Amount.

--------------------------------------------------------------------------------
                                                                         Page 49

<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

41.      AUTHORISED SIGNATORIES
--------------------------------------------------------------------------------

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

42.      GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------

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

43.      COUNTERPARTS
--------------------------------------------------------------------------------

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

44.      SET-OFF
--------------------------------------------------------------------------------

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

45.      ACKNOWLEDGEMENT BY CHARGOR
--------------------------------------------------------------------------------

         The Chargor confirms that:

(a)      it has not entered into any Trust Document in reliance on, or as a
         result of, any conduct of any kind of or on behalf of any Mortgagee
         (other than the Manager and the Servicer) or any Related Body Corporate
         of any Mortgagee (including any advice, warranty, representation or
         undertaking); and

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

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

46.      INFORMATION MEMORANDUM
--------------------------------------------------------------------------------

         The Security Trustee has no responsibility for any statement or
         information in or omission from any information memorandum,
         advertisement, circular or other document issued by or on behalf of the
         Chargor or Manager, including in connection with the issue of Notes.
         Neither the Chargor nor the Manager may publish or permit to be
         published any such document in connection with the offer of Notes or an
         invitation for subscriptions for Notes containing any statement which
         makes reference to the Security Trustee without the prior written
         consent of the Security Trustee, which consent must

--------------------------------------------------------------------------------
                                                                         Page 50
<PAGE>



SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------
         not be unreasonably withheld. In considering whether to give its
         consent, the Security Trustee is not required to take into account the
         interests of the other Mortgagees.

47.      SECURITY TRUSTEE'S LIMITED LIABILITY
--------------------------------------------------------------------------------
47.1     RELIANCE ON CERTIFICATE

         The Security Trustee shall not incur any liability as a result of
         relying upon the authority, validity, due authorisation of, or the
         accuracy of any information contained in any notice, resolution,
         direction, consent, certificate, receipt, affidavit, statement,
         valuation report or other document or communication (including any of
         the above submitted or provided by the Manager, by the Trustee or by a
         Mortgagee) if the Security Trustee is entitled, under clause 47.2 to
         assume such authenticity, validity, due authorisation or accuracy.

         In preparing any notice, certificate, advice or proposal the Security
         Trustee shall be entitled to assume, unless it is actually aware to the
         contrary, that each person under any Authorised Investment, Support
         Facility, Receivable, Receivable Security, Related Securities, other
         Transaction Document or any other deed, agreement or arrangement
         incidental to any of the above or to the Trust, will perform their
         obligations under those documents in full by the due date and otherwise
         in accordance with their terms.

47.2     SECURITY TRUSTEE'S RELIANCE ON MANAGER, NOTE TRUSTEE OR SERVICER

         (a)      (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Whenever any
                  certificate, notice, proposal, direction, instruction,
                  document or other communication is to be given to the Security
                  Trustee, the Security Trustee may assume:

                  (i)      the authenticity and validity of any signature in any
                           such document and that such document has been duly
                           authorised; and

                  (ii)     the accuracy of any information contained in any such
                           documents,

                  in either case unless the officers of the Security Trustee
                  responsible for the administration of the Trust are not
                  actually aware to the contrary.

         (b)      (TRUSTEE NOT LIABLE FOR LOSS) The Security Trustee shall not
                  be responsible for any loss arising from any forgery or lack
                  of authenticity or any act, neglect, mistake or discrepancy of
                  the Manager, the Note Trustee or a Servicer or any officer,
                  employee, agent or delegate of the Manager, the Note Trustee
                  or the Servicer in preparing any such document or in
                  compiling, verifying or calculating any matter or information
                  contained in any such document, if the officers of the
                  Security Trustee responsible for the administration of the
                  Trust are not actually aware of such forgery, lack of
                  authenticity or validity, act, neglect, mistake or
                  discrepancy.

47.3     COMPLIANCE WITH LAWS

         The Security Trustee shall not incur any liability to anyone in respect
         of any failure to perform or to do any act or thing which by reason of
         any provision of any applicable present or future law of any place or
         any applicable ordinance, rule, regulation or by law or of any
         applicable decree, order or

--------------------------------------------------------------------------------
                                                                         Page 51
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         judgment of any competent court or other tribunal, the Security Trustee
         shall be prohibited from doing or performing.

47.4     RELIANCE ON EXPERTS

         The Security Trustee may rely on and act on the opinion or statement or
         certificate or advice of or information obtained from the Note Trustee,
         the Servicer, barristers or solicitors (whether instructed by the
         Security Trustee or not), bankers, accountants, brokers, valuers and
         other persons believed by it in good faith to be expert or properly
         informed in relation to the matters on which they are consulted and the
         Security Trustee shall not be liable for anything done or suffered by
         it in good faith in reliance on such opinion, statement, certificate,
         advice or information except to the extent of losses, costs, claims or
         damages caused by the Security Trustee's fraud, negligence or breach of
         trust.

47.5     OVERSIGHTS OF OTHERS

         Having regard to the limitations on the Security Trustee's duties,
         powers, authorities and discretions under this deed, the Security
         Trustee shall not be responsible for any act, omission, misconduct,
         mistake, oversight, error of judgment, forgetfulness or want of
         prudence on the part of any person or agent appointed by the Security
         Trustee or on whom the Security Trustee is entitled to rely under this
         deed (other than a Related Body Corporate), attorney, banker, receiver,
         barrister, solicitor, agent or other person acting as agent or adviser
         to the Security Trustee except to the extent of losses, costs, claims
         or damages caused by the Security Trustee's fraud, negligence or breach
         of trust, provided that nothing in this deed or any other Transaction
         Document imposes any obligations on the Security Trustee to review or
         supervise the performance by any other party of its obligations.

47.6     POWERS, AUTHORITIES AND DISCRETIONS

         Except as otherwise provided in this deed and in the absence of fraud,
         negligence or breach of trust, the Security Trustee shall not be in any
         way responsible for any loss (whether consequential or otherwise),
         costs, damages or inconvenience that may result from the exercise or
         non-exercise of any powers, authorities and discretions vested in it.

47.7     IMPOSSIBILITY OR IMPRACTICABILITY

         If for any other reason it becomes impossible or impracticable for it
         to carry out any or all of the provisions of this deed or any other
         Transaction Document, the Security Trustee shall not be under any
         liability and, except to the extent of its own fraud, negligence or
         breach of trust, nor shall it incur any liability by reason of any
         error of law or any matter or thing done or suffered or omitted to be
         done in good faith by it or its officers, employees, agents or
         delegates.

47.8     LEGAL AND OTHER PROCEEDINGS

         (a)      (INDEMNITY FOR LEGAL COSTS) The Security Trustee shall be
                  indemnified out of the Trust for all legal costs and
                  disbursements on a full indemnity basis and all other costs,
                  disbursements, outgoings and expenses incurred by the Security
                  Trustee in connection with:

                  (i)      the enforcement or contemplated enforcement of, or
                           preservation of rights under;

                  (ii)     without limiting the generality of paragraph (i)
                           above, the initiation, defence, carriage and
                           settlement of any action, suit, proceeding or dispute
                           in respect of; and

--------------------------------------------------------------------------------
                                                                         Page 52
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

                  (iii)    obtaining legal advice or opinions concerning or
                           relating to the interpretation or construction of,

                  this deed or any other Transaction Document or otherwise under
                  or in respect of the Trust provided that the enforcement,
                  contemplated enforcement or preservation by the Security
                  Trustee (as the case may be) of the rights referred to in
                  paragraph (i) or the court proceedings referred to in
                  paragraph (ii) (including in each case the defence of any
                  action, suit, proceeding or dispute brought against the
                  Security Trustee), and the basis of incurring any of those
                  costs, disbursements, outgoings and expenses by the Security
                  Trustee:

                  (iv)     has been approved in advance by an Extraordinary
                           Resolution of the Voting Mortgagees; or

                  (v)      the Security Trustee reasonably considers the
                           incurring of those costs, disbursements, outgoings
                           and expenses to be necessary to protect the Security
                           Trustee against potential personal liability.

         (b)      (DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE ETC.) The Security
                  Trustee shall be entitled to claim in respect of the above
                  indemnity from the Trust for its expenses and liabilities
                  incurred in defending any action, suit, proceeding or dispute
                  in which fraud, negligence or breach of trust is alleged or
                  claimed against it, but on the same being proved, accepted or
                  admitted by it, it shall from its personal assets immediately
                  repay to the Trust the amount previously paid by the Trust to
                  it in respect of that indemnity.

47.9     NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         Except to the extent caused by the fraud, negligence or breach of trust
         on the Security Trustee's part or on the part of any of its officers or
         employees, or any agents or delegate, sub-agent, sub-delegate employed
         by the Security Trustee in accordance with this deed (and where this
         deed provides that the Security Trustee is liable for the acts or
         omissions of any such person) to carry out any transactions
         contemplated by this deed, the Security Trustee shall not be liable
         personally for any losses, costs, liabilities or claims arising from
         the failure to pay moneys on the due date for payment to any Mortgagee
         or any other person or for any loss howsoever caused in respect of any
         of the Trust or to any Mortgagee or other person.

47.10    FURTHER LIMITATIONS ON SECURITY TRUSTEE'S LIABILITY

         Subject to clause 47.2, the Security Trustee shall not be liable:

         (a)      for any losses, costs, liabilities or expenses arising out of
                  the exercise or non-exercise of its discretion or for any
                  other act or omission on its part under this deed, any other
                  Transaction Document or any other document except where the
                  exercise or non-exercise of any discretion, or any act or
                  omission, by the Security Trustee, or any of its officers or
                  employees, or any agent, delegate, sub-agent, sub-delegate
                  employed by the Security Trustee in accordance with this deed
                  (and where this deed provides that the Security Trustee is
                  liable for the acts or omissions of any such person) to carry
                  out any transactions contemplated by this deed, constitutes
                  fraud, negligence or breach of trust;

                                                                         Page 53

<PAGE>
SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

         (b)      for any losses, costs, damages or expenses caused by its
                  acting (in circumstances where this deed requires it to act or
                  contemplates that it may so act) on any instruction or
                  direction given to it by:

                  (i)      any Mortgagee under this deed, any other Transaction
                           Document or any other document;

                  (ii)     by any person under a Support Facility, Receivable or
                           Receivable Security; or

                  (iii)    an Obligor,

                  except to the extent that it is caused by the fraud,
                  negligence or breach of trust of the Security Trustee, or any
                  of its officers or employees, or an agent or delegate employed
                  by the Security Trustee in accordance with this deed to carry
                  out any transactions contemplated by this deed;

         (c)      for any Manager's Default, Servicer Transfer Event or Title
                  Perfection Event;

         (d)      without limiting the Security Trustee's obligations under the
                  Transaction Documents, for any act, omission or default of the
                  Servicer in relation to its servicing duties or its
                  obligations under the Servicing Agreement;

         (e)      without limiting the Security Trustee's obligations under the
                  Transaction Documents, for any act, omission or default of the
                  Custodian in relation to its custodial duties or its
                  obligations under the Custodian Agreement;

         (f)      without limiting the Security Trustee's obligations under the
                  Transaction Documents, for any act, omission or default of the
                  Note Trustee in relation to its obligations under the
                  Transaction Documents;

         (g)      without limiting the Security Trustee's obligations under the
                  Transaction Documents, for any act, omission or default of a
                  Paying Agent in relation to its obligations under the
                  Transaction Documents;

         (h)      without limiting the Security Trustee's obligations under the
                  Transaction Documents, for any act, omission or default of the
                  Calculation Agent in relation to its obligations under the
                  Transaction Documents;

         (i)      for the failure of a person to carry out an agreement with the
                  Security Trustee in connection with the Trust; or

         (j)      for any losses, costs, liabilities or expenses caused by the
                  Security Trustee's failure to check any calculation,
                  information, document, form or list supplied or purported to
                  be supplied to it by the Manager, the Note Trustee or the
                  Servicer,

         except, in the case of paragraphs (c) to (j) (inclusive), to the extent
         that it is caused by the fraud, negligence or breach of trust of the
         Security Trustee.

         Nothing in this clause 47.10 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Security
         Trustee to supervise the Manager or the Note Trustee in the performance
         of the Manager's or the Note Trustee's functions and duties, and the
         exercise by the Manager or the Note Trustee of its discretions.

--------------------------------------------------------------------------------
                                                                         Page 54
<PAGE>


SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

47.11    CONFLICTS

         (a)      (NOT LIABLE TO ACCOUNT) A Relevant Person shall not be in any
                  way liable to account to any Mortgagee or any other person for
                  any profits or benefits (including any profit, bank charges,
                  commission, exchange, brokerage and fees) made or derived
                  under or in connection with any transaction or contract
                  specified in paragraph (a) above.

         (b)      (FIDUCIARY RELATIONSHIP) A Relevant Person shall not by reason
                  of any fiduciary relationship be in any way precluded from
                  making any contracts or entering into any transactions with
                  any such person in the ordinary course of its business or from
                  undertaking any banking, financial, development, agency or
                  other services including any contract or transaction in
                  relation to the placing of or dealing with any investment and
                  the acceptance of any office or profit or any contract of loan
                  or deposits or other contract or transaction which any person
                  or company not being a party to this deed could or might have
                  lawfully entered into if not a party to this deed. A Relevant
                  Person shall not be accountable to any Mortgagee or any other
                  person for any profits arising from any such contracts,
                  transactions or offices.

47.12    INFORMATION

         Except for notices and other documents and information (if any)
         expressed to be required to be furnished to any person by the Security
         Trustee under this deed or any other Transaction Document, the Security
         Trustee shall not have any duty or responsibility to provide any person
         (including any Mortgagee) with any credit or other information
         concerning the affairs, financial condition or business of the Trust.

47.13    INVESTIGATION BY SECURITY TRUSTEE

         Each Mortgagee acknowledges that:

         (a)      the Security Trustee has no duty, and is under no obligation,
                  to investigate whether a Manager's Default, Servicer Transfer
                  Event or Title Perfection Event has occurred in relation to
                  the Trust other than where it has actual notice;

         (b)      the Security Trustee is required to provide the notices
                  referred to in this deed in respect of a determination of
                  Material Adverse Effect only if it is actually aware of the
                  facts giving rise to the Material Adverse Effect; and

         (c)      in making any such determination, the Security Trustee will
                  seek and rely on advice given to it by its advisors in a
                  manner contemplated by this deed.


EXECUTED as a deed in Sydney.

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

--------------------------------------------------------------------------------
                                                                         Page 55
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

CHARGOR


<TABLE>
<CAPTION>

<S>                                                      <C>
SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED          )
                                                 )
by its attorney under Power of Attorney dated    )
                                                 )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

SECURITY TRUSTEE


SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
P.T. LIMITED                                     )
by its attorney under Power of Attorney dated    )
                                                 )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name


</TABLE>

--------------------------------------------------------------------------------
                                                                         Page 56
<PAGE>

SECURITY TRUST DEED                                       Allens Arthur Robinson

--------------------------------------------------------------------------------

MANAGER


<TABLE>
<CAPTION>

<S>                                                      <C>
SIGNED SEALED and DELIVERED                      )
on behalf of                                     )
CRUSADE MANAGEMENT LIMITED                       )
                                                 )
by its attorney Power of Attorney                )
dated                                            )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name





NOTE TRUSTEE


SIGNED SEALED and DELIVERED                      )
by                                               )
WILMINGTON TRUST COMPANY                         )
dated:                                           )
                                                 )
                                                     ----------------------------------------------
                                                     Signature


--------------------------------------------------   ----------------------------------------------
Witness                                              Print name


--------------------------------------------------
Print name

</TABLE>


--------------------------------------------------------------------------------
                                                                         Page 57