<PAGE>


[ALLEN ALLEN & HEMSLEY]




ALLENS
ARTHUR ROBINSON GROUP

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. 1 of 2001









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





(C) Copyright Allen Allen & Hemsley 2001








<PAGE>




SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



TABLE OF CONTENTS


1.   DEFINITIONS AND INTERPRETATION                                           2

     1.1      Definitions                                                     2

     1.2      Master Trust Deed definitions and Trust Document amendments     6

     1.3      Interpretation                                                  7

     1.4      Determination, statement and certificate sufficient evidence    7

     1.5      Document or agreement                                           7

     1.6      Rights and obligations of Mortgagees                            7

     1.7      Transaction Document                                            8

     1.8      Chargor as trustee                                              8

     1.9      Knowledge of the Chargor                                        8

     1.10     Knowledge of Security Trustee                                   8


2.   APPOINTMENT OF SECURITY TRUSTEE                                          8

     2.1      The Security Trustee                                            8

     2.2      Resolution of Conflicts                                         9

     2.3      Duration of Trust                                               9

     2.4      Covenant                                                       10


3.   CHARGE 10

     3.1      Charge                                                         10

     3.2      Security                                                       10

     3.3      Prospective liability                                          10


4.   NATURE OF CHARGE                                                        10

     4.1      Priority                                                       10

     4.2      Nature of Charge                                               10

     4.3      Dealing with Mortgaged Property                                11

     4.4      Crystallisation                                                11

     4.5      De-crystallisation                                             12


5.   COVENANTS AND WARRANTIES                                                12


--------------------------------------------------------------------------------
                                                                          Page i
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


     5.1      Covenant                                                       12

     5.2      Negative covenants                                             13

     5.3      Warranty                                                       13

     5.4      Manager's undertakings                                         14


6.   FURTHER ASSURANCES                                                      15

     6.1      Further assurances                                             15


7.   NOTE TRUSTEE                                                            15

     7.1      Capacity                                                       15

     7.2      Exercise of rights                                             15

     7.3      Instructions or directions                                     15

     7.4      Payments                                                       15

     7.5      Notices                                                        16


8.   EVENTS OF DEFAULT                                                       16

     8.1      Events of Default                                              16

     8.2      Rights of the Security Trustee upon Event of Default           17

     8.3      Notify Events of Default                                       17


9.   ENFORCEMENT                                                             18

     9.1      Power to enforce                                               18

     9.2      No obligation to enforce                                       18

     9.3      Obligation to convene meeting                                  18

     9.4      Security Trustee to act in accordance with directions          18

     9.5      Security Trustee must receive indemnity                        19

     9.6      Limitation on rights of Mortgagees                             20

     9.7      Immaterial waivers                                             20

     9.8      Acts pursuant to resolutions                                   20

     9.9      Overriding provision                                           21


10.  APPOINTMENT OF RECEIVER                                                 21

     10.1     Appointment                                                    21

     10.2     Agent of Chargor                                               21


--------------------------------------------------------------------------------
                                                                         Page ii
<PAGE>

SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


     10.3     Receiver's powers                                              22

     10.4     Receiver appointed after commencement of winding up            24

     10.5     Powers exercisable by the Security Trustee                     24

     10.6     Withdrawal                                                     24


11.  REMUNERATION OF SECURITY TRUSTEE                                        25

     11.1     Costs                                                          25

     11.2     Fee                                                            25

     11.3     Cessation of Fee                                               25


12.  POWER OF ATTORNEY                                                       25


13.  COMPLETION OF BLANK SECURITIES                                          26


14.  PERFORMANCE OF CHARGOR'S OBLIGATIONS                                    26


15.  STATUTORY POWERS                                                        26

     15.1     Powers in augmentation                                         26

     15.2     Notice not required                                            27


16.  APPLICATION OF MONEYS RECEIVED                                          27

     16.1     Priorities                                                     27

     16.2     Moneys actually received                                       28

     16.3     Amounts contingently due                                       29

     16.4     Notice of subsequent Security Interests                        29

     16.5     Satisfaction of debts                                          29

     16.6     Payments into US$ Account                                      30


     16.7     Payments out of US$ Account                                    30

     16.8     Excluded amounts                                               30

     16.9     Proportionate Sharing                                          31


17.  OTHER SECURITY INTERESTS OVER MORTGAGED PROPERTY                        31


18.  PROTECTION OF MORTGAGEES, RECEIVER AND ATTORNEY                         32

--------------------------------------------------------------------------------
                                                                        Page iii
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


19.  PROTECTION OF THIRD PARTIES                                             32

     19.1     No enquiry                                                     32

     19.2     Receipt                                                        33


20.  EXPENSES, INDEMNITY                                                     33

     20.1     Expenses                                                       33

     20.2     Indemnity                                                      33


21.  CURRENCY INDEMNITY                                                      34


22.  STAMP DUTIES                                                            34


23.  INTEREST ON OVERDUE AMOUNTS                                             34

     23.1     Accrual                                                        34

     23.2     Payment                                                        35

     23.3     Rate                                                           35


24.  CERTIFICATE AS TO AMOUNT OF SECURED MONEYS, ETC.                        35


25.  SURVIVAL OF REPRESENTATIONS                                             35


26.  INDEMNITY AND REIMBURSEMENT OBLIGATIONS                                 35


27.  CONTINUING SECURITY                                                     36


28.  OTHER SECURITIES                                                        36


29.  DISCHARGE OF THE CHARGE                                                 36

     29.1     Release                                                        36

     29.2     Contingent liabilities                                         37

     29.3     Charge reinstated                                              37


30.  AMENDMENT                                                               37

     30.1     Approval of Manager                                            37

     30.2     Extraordinary Resolution of Voting Mortgagees                  38

     30.3     Distribution of amendments                                     38


--------------------------------------------------------------------------------
                                                                        Page iv

<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

31.  CHARGOR'S LIABILITY                                                     38

     31.1     Limitation of liability                                        38

     31.2     Rights against Mortgaged Property preserved                    39

     31.3     Obligation Express                                             40


32.  WAIVERS, REMEDIES CUMULATIVE                                            40


33.  CONSENTS AND OPINION                                                    40


34.  SEVERABILITY OF PROVISIONS                                              40


35.  MORATORIUM LEGISLATION                                                  41


36.  ASSIGNMENTS                                                             41


37.  NOTICES                                                                 41


38.  RELATIONSHIP OF MORTGAGEES TO SECURITY TRUSTEE                          42

     38.1     Instructions; extent of discretion                             42

     38.2     No obligation to investigate authority                         42

     38.3     Delegation                                                     42

     38.4     Reliance on documents and experts                              43

     38.5     Notice of transfer                                             43

     38.6     Notice of default                                              43

     38.7     Security Trustee as Mortgagee                                  43

     38.8     Indemnity to Security Trustee                                  44

     38.9     Independent investigation                                      46

     38.10    No monitoring                                                  46

     38.11    Information                                                    46

     38.12    Conflicts                                                      46

     38.13    No Liability                                                   47


39.  RETIREMENT AND REMOVAL OF SECURITY TRUSTEE                              47

     39.1     Retirement                                                     47

     39.2     Removal                                                        47


--------------------------------------------------------------------------------
                                                                        Page v
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


     39.3     Replacement                                                    48

     39.4     Rating Agencies Approval                                       49


40.  MEETINGS OF MORTGAGEES                                                  49

     40.1     Limitation on Security Trustee's powers                        49

     40.2     Convening of meetings                                          49

     40.3     Notice of meetings                                             50

     40.4     Chairman                                                       50

     40.5     Quorum                                                         50

     40.6     Adjournment                                                    51

     40.7     Voting procedure                                               51

     40.8     Right to attend and speak                                      52

     40.9     Appointment of Proxies                                         53

     40.10    Corporate Representatives                                      53

     40.11    Rights of Representatives                                      53

     40.12    Extraordinary Resolutions                                      54

     40.13    Extraordinary Resolution binding on Mortgagees                 55

     40.14    Minutes and records                                            55

     40.15    Written resolutions                                            56

     40.16    Further procedures for meetings                                56

     40.17    Note Trustee rights                                            56


41.  AUTHORISED SIGNATORIES                                                  57


42.  GOVERNING LAW AND JURISDICTION                                          57


43.  COUNTERPARTS                                                            57


44.  SET-OFF                                                                 58


45.  ACKNOWLEDGEMENT BY CHARGOR                                              58


46.  INFORMATION MEMORANDUM                                                  58


47.  SECURITY TRUSTEE'S LIMITED LIABILITY                                    58


--------------------------------------------------------------------------------
                                                                        Page vi
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

     47.1     Reliance on certificate                                        58

     47.2     Security Trustee's reliance on Manager, Note
              Trustee or Servicer                                            59

     47.3     Compliance with laws                                           59

     47.4     Reliance on experts                                            59

     47.5     Oversights of others                                           60

     47.6     Powers, authorities and discretions                            60

     47.7     Impossibility or impracticability                              60

     47.8     Legal and other proceedings                                    60

     47.9     No liability except for negligence etc.                        61

     47.10    Further limitations on Security Trustee's
              liability                                                      61

     47.11    Conflicts                                                      63

     47.12    Information                                                    63

     47.13    Investigation by Security Trustee                              63


--------------------------------------------------------------------------------
                                                                        Page vii
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

PARTIES
-------------

          1.   PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of
               Level 3, 39 Hunter Street, Sydney, New South Wales 2000 in its
               capacity as trustee of the Crusade Global Trust No. 1 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, 110 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
               (other than Excluded 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 and to charge the Excluded Assets to secure the due
               and punctual payment in full of the Secured Money (other than
               Excluded Advances).

          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.




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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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.

         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.

         CLASS A TOTAL INVESTED AMOUNT means, at any time, the sum of:

         (a)   the aggregate Invested Amounts of all US$ Notes; and

         (b)   the US$ Equivalent of the aggregate Invested Amount of the Class
               A-3 Notes,

         at that time.

         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.

         EXCLUDED ADVANCE means the provision or obtaining of funds by way of
         financial accommodation, on or after 1 July 2001, by means of:

         (a)   a loan that is:

               (i)   an advance of money;

               (ii)  the payment of money for or on account of or on behalf of,
                     or at the request of, any person;

               (iii) a forbearance to require the payment of money owing on any
                     account; or

               (iv)  any transaction in any form that in substance effects a
                     loan of money; or

         (b)   a bill facility that is one or more agreements, understandings or
               arrangements because of which a bill of exchange or promissory
               note:

               (i)   is drawn, accepted, endorsed or made; and

               (ii)  is held, negotiated or discounted to obtain funds,


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                  whether or not the funds are obtained from the person who
                  draws, accepts, endorses or makes the bill of exchange or
                  promissory note or from a person who is a party to any such
                  agreement, understanding or arrangement, but does not include
                  any such financial accommodation which the Trust Manager
                  agrees is not an Excluded Advance and the inclusion of which,
                  as an Excluded Advance, would not result in the downgrade or
                  withdrawal of ratings of any Notes.

         EXCLUDED ASSETS means, at any time, any Trust Assets which, at that
         time, were or would be regarded, under the applicable stamp duty laws
         of Queensland or Victoria as located in either Queensland or Victoria
         respectively.

         EXTRAORDINARY RESOLUTION means in relation to the Voting Mortgagees:

         (c)   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

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

         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;


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

         (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 US$ 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:

         (a)   the Note Trustee on behalf of the US$ 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 US$ Noteholders and then only if and
               to the extent permitted by Australian law; and

         (b)   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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         REPRESENTATIVE means:

         (a)   in the case of a US$ 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 (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. 1 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;


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

         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 US$ 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 US$ 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 US$ Noteholders and then
                     only if and to the extent the US$ Noteholders are able to
                     do so under Australian law; and

               (ii)  each other Mortgagee (other than a US$ 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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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
         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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

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,


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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 US$ Noteholders shall be
               determined by the Note Trustee acting on their behalf (as
               provided in clause 40.17) or the US$ Noteholders, as provided
               herein and in the Note Trust Deed and which, in the case of:

               (i)   the Class A-3 Noteholders shall be determined by the Class
                     A-3 Noteholders;

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

               (iii) the Class C Noteholders shall be determined by the Class C
                     Noteholders,

               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 Class A Total Invested Amount of the Class A 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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

3.2      SECURITY

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

         (b)   Notwithstanding anything to the contrary in this deed, the
               security created by this deed over Excluded Assets does not
               secure payment of Excluded Advances.

         (c)   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 Law the maximum prospective
         liability (as defined in the Corporations Law) secured by this deed at
         any time is [A$3,000,000,000,000] and the total amount recoverable
         under this deed is limited to [A$3,000,000,000,000] or its equivalent
         in another currency.

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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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;

               (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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               (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;

               (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

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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

         (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.



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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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.

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

7.1      CAPACITY

         The Note Trustee is a party to this deed in its capacity as trustee for
         the US$ 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 US$ 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 US$ Noteholders in accordance with the
               Note Trust Deed; and

         (b)   the US$ 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 US$
         Noteholders from time to time and need not inquire whether the Note
         Trustee or the US$ 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 US$ 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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


7.5      NOTICES

         Any notice to be given to a US$ 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 Mortgagee is a US$
                     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


--------------------------------------------------------------------------------
                                                                        Page 16
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               (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;

         (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).


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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 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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               (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 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,


--------------------------------------------------------------------------------
                                                                        Page 19
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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 20
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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.




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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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.

         (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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

         (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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

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.


--------------------------------------------------------------------------------
                                                                        Page 24
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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.

         (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.



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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

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.



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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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 (other than Excluded Assets) (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;

               (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 (other than those referred
                     to in paragraph (d)) 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):


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                     (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 under a Confirmation relating to US$ 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.

         (c)   The proceeds from the enforcement of the charge over the Excluded
               Assets (notwithstanding any order of payment in the Supplementary
               Terms Notice) are to be applied to pay any amounts (other than
               those amounts in respect of Excluded Advances) that would have
               been paid under paragraph (a) if there had been sufficient
               amounts in the Available Fund Pool with which to pay them, and
               that remain unpaid, in the order of priority set out in paragraph
               (a).

16.2     MONEYS ACTUALLY RECEIVED

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

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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------

         is a US$ 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 US$
               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.


--------------------------------------------------------------------------------
                                                                        Page 29
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


16.6     PAYMENTS INTO US$ ACCOUNT

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

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

16.7     PAYMENTS OUT OF US$ ACCOUNT

         (a)   The Chargor shall, or shall require that the Paying 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 US$ 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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

                     (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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.

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.


--------------------------------------------------------------------------------
                                                                        Page 32
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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 US$
         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

         (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,


--------------------------------------------------------------------------------
                                                                        Page 33
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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 US$ Noteholders)
               by any bank or financial institution other than interest
               withholding tax.

         (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

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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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.

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;


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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,

               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.

         (b)   upon the Manager providing a certificate to the Security Trustee
               (upon which certificate the Security Trustee may rely
               conclusively) stating that:

               (i)   the only Secured Moneys (actually or contingently owing)
                     which have not been paid in full are those with respect to
                     Excluded Advances; and


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               (ii)  the only obligations of the Charger which have not been
                     performed, observed and fulfilled are those relating to
                     repayment of Excluded Advances,

               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 Excluded Assets 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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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

         (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,


--------------------------------------------------------------------------------
                                                                        Page 38
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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 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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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.

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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                     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.

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


--------------------------------------------------------------------------------
                                                                        Page 41
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                     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.

         (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 Law) 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


--------------------------------------------------------------------------------
                                                                        Page 42
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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.

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


--------------------------------------------------------------------------------
                                                                        Page 43
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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.

               (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


--------------------------------------------------------------------------------
                                                                        Page 44
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                      (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 45
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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 US$
               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,


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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 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


--------------------------------------------------------------------------------
                                                                        Page 47
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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 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.


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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)

               (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 US$ 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 US$ Noteholders in accordance with
                     the terms of the Note Trust Deed.



--------------------------------------------------------------------------------
                                                                        Page 49
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

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

                     (B)   the US$ 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 US$
               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:

               (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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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.

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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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 US$ 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
               US$ 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.

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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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

40.11    RIGHTS OF REPRESENTATIVES

         A Representative shall have the right to demand or join in demanding a
         poll and shall (except and to the extent to which the Representative is
         specifically


--------------------------------------------------------------------------------
                                                                        Page 53
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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


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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


                     things as may be necessary to carry out and give effect to
                     any Extraordinary Resolution; or

               (xii) to determine whether the Security Trustee should or should
                     not perform an act 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.




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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


40.15    WRITTEN RESOLUTIONS

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

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

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

40.16    FURTHER PROCEDURES FOR MEETINGS

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

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

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

         (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.



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


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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,

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

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.



--------------------------------------------------------------------------------
                                                                        Page 57
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


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 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.


--------------------------------------------------------------------------------
                                                                        Page 58
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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 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


--------------------------------------------------------------------------------
                                                                        Page 59
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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

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


--------------------------------------------------------------------------------
                                                                        Page 60
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               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


--------------------------------------------------------------------------------
                                                                        Page 61
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


               transactions contemplated by this deed, constitutes fraud,
               negligence or breach of trust;

         (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,


--------------------------------------------------------------------------------
                                                                        Page 62
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         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.

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


--------------------------------------------------------------------------------
                                                                        Page 63
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------


         (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.



CHARGOR


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







--------------------------------------------------------------------------------
                                                                        Page 64
<PAGE>


SECURITY TRUST DEED                                       ALLEN ALLEN & HEMSLEY
--------------------------------------------------------------------------------



MANAGER



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              )
for and on behalf of                     )
WILMINGTON TRUST COMPANY LIMITED         )
by its attorney Power of Attorney        )
dated                                    )
in the presence of:                      )  -----------------------------------
                                            Signature


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


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















--------------------------------------------------------------------------------
                                                                         Page 65