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                                                                   EXHIBIT 4.4


                       HOMESIDE MORTGAGE SECURITIES TRUSTS
                           MASTER SECURITY TRUST DEED

DATE:                                           3 January 2001

PARTIES:          PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) having
                  its registered office at Level 7, 39 Hunter Street, Sydney NSW
                  2000 ("ISSUER TRUSTEE")
                  P.T. LIMITED (ABN 67 004 454 666 having its registered office
                  at Level 7, 39 Hunter Street, Sydney NSW 2000 ("SECURITY
                  TRUSTEE")
                  HOMESIDE GLOBAL MBS MANAGER, INC. having an office at
                  7301 Baymeadows Way, Florida, 32256, United States of America
                  ("GLOBAL TRUST MANAGER")
                  THE BANK OF NEW YORK, NEW YORK BRANCH, a New York banking
                  corporation acting through its New York branch at 101 Barclay
                  Street, 21W, New York New York 10286 ("NOTE TRUSTEE")

RECITALS:

            A.    The Issuer Trustee is the trustee, and the Global Trust
                  Manager is the manager, of each Trust which is or will be
                  established pursuant to the Master Trust Deed and a Notice of
                  Creation of Trust, and which will be regulated by a
                  Supplemental Deed which provides for this deed to apply to
                  that Trust.

            B.    Pursuant to the Master Trust Deed, the Issuer Trustee has the
                  power to raise money by issuing Notes and will be doing so in
                  accordance with the terms of the Master Trust Deed.

            C.    As security for its obligations to the Secured Creditors of a
                  Trust, the Issuer Trustee, as trustee of that Trust, will
                  grant to the Security Trustee a charge over all of the Assets
                  of that Trust for the benefit of those Secured Creditors.

            D.    The Issuer Trustee of a Trust has the power under the Master
                  Trust Deed to grant the Charge evidenced in the relevant Deed
                  of Charge.

            E.    The Security Trustee of each Security Trust will act as
                  trustee for the Secured Creditors and hold the benefit of the
                  Charge on trust for the Secured Creditors and otherwise act in
                  accordance with this deed and the relevant Deed of Charge.

            F.    The Note Trustee may have certain rights and obligations under
                  this deed in respect of a Trust in its capacity as a Voting
                  Secured Creditor, of that Trust.

OPERATIVE PROVISIONS:

1     INTERPRETATION
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            1.1   The following words have these meanings in this deed unless
                  the contrary intention appears.

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                  DEFINITIONS SCHEDULE means the deed called "HomeSide Mortgage
                  Securities Trusts Definitions Schedule" dated on or about the
                  date of this deed and made between the parties described in
                  schedule 1 to that deed.

DEFINITIONS SCHEDULE

            1.2   Except to the extent to which words and phrases are otherwise
                  defined in this deed, words and phrases defined in the
                  Definitions Schedule or in the Supplemental Deed for a Trust
                  shall bear the same meaning in this deed when used in respect
                  of that Trust. In the event of any inconsistency between a
                  definition in the Definitions Schedule and the Supplemental
                  Deed for a Trust, the definitions in the Supplemental Deed
                  will prevail. No change to the Definitions Schedule or to the
                  Supplemental Deed for a Trust will affect the interpretation
                  of this deed unless the change has been agreed to by the
                  Security Trustee.

MISCELLANEOUS

            1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule are
                  deemed to be incorporated in this deed as if they were set out
                  in full.

            1.4   The Issuer Trustee, the Global Trust Manager, the Security
                  Trustee and the Note Trustee will only have rights and
                  obligations under this deed in respect of a Trust where the
                  Supplemental Deed for that Trust specifies that this deed (and
                  the Deed of Charge relating to that Trust) is to apply to that
                  Trust.

2     DECLARATION OF SECURITY TRUST

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DECLARATION OF SECURITY TRUST

            2.1   The Security Trustee declares that it holds the sum of $10
                  (contributed by the Global Trust Manager) and will hold the
                  Security Trust Fund in respect of each Security Trust on trust
                  for persons who are the Secured Creditors of the Trust
                  referable to that Security Trust from time to time.

COMMENCEMENT AND TERMINATION

            2.2   A Security Trust will commence on the date on which the Deed
                  of Charge in respect of that Security Trust is executed and
                  terminates on the earlier of:

                  (a)   the Vesting Date in respect of that Security Trust; and

                  (b)   the date on which the related Trust is terminated in
                        accordance with the Master Trust Deed.

NAME OF SECURITY TRUST

            2.3   The name of each Security Trust will be the "HomeSide Mortgage
                  Securities X-Y Security Trust", where X is the year in which
                  the relevant Security Trust is created and Y is the
                  consecutive number of the Security Trust created in that year
                  (or such other name agreed between the Issuer Trustee, the
                  Security Trustee and the Global Trust Manager).


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RIGHTS OF SECURED CREDITORS

            2.4   The Secured Creditors of a Security Trust are bound by, and
                  are deemed to have notice of, the provisions of the
                  Transaction Documents of the Trust to which the Security Trust
                  relates. The rights of the Secured Creditors of a Security
                  Trust are limited by the terms of such Transaction Documents.

            2.5   Without limiting clause 2.4, no Secured Creditor in respect of
                  a Trust is entitled (other than as permitted by this deed or
                  any other Transaction Document in respect of that Trust) to:

                  (a)   interfere with any Trust or any rights or powers of the
                        Global Trust Manager or the Issuer Trustee under the
                        Master Trust Deed or any other Transaction Document in
                        respect of that Trust;

                  (b)   exercise a right in respect of an Asset of any Trust or
                        lodge a caveat or other notice affecting an Asset of any
                        Trust or otherwise claim any interest in an Asset of any
                        Trust;

                  (c)   subject to the Transaction Documents for that Trust,
                        require the transfer to it of any Asset of any Trust;

                  (d)   seek to terminate or wind up any Trust;

                  (e)   have any recourse whatsoever to the Issuer Trustee or
                        the Global Trust Manager in its personal capacity except
                        in the case of fraud, negligence or breach of trust on
                        the part of the Issuer Trustee or the fraud, negligence
                        or material breach of obligation on the part of the
                        Global Trust Manager; or

                  (f)   seek to remove the Issuer Trustee or the Global Trust
                        Manager.

                     However, nothing in this clause prevents a Secured Creditor
                     from:

                     (i)   exercising its rights in connection with any
                           Transaction Document in respect of that Trust;

                     (ii)  taking proceedings to obtain an injunction or other
                           order to restrain any breach of any Transaction
                           Document in respect of that Trust; or

                     (iii) taking proceedings to obtain declaratory relief in
                           relation to any Transaction Document in respect of
                           that Trust.

3     PAYMENTS
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PAYMENT TO SECURITY TRUSTEE

            3.1   Subject to clause 3.2, the Issuer Trustee agrees to pay the
                  Secured Money referable to a Trust to the Security Trustee in
                  accordance with the terms of the Transaction Documents for
                  that Trust.

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DISCHARGE BY PAYMENT TO SECURED CREDITORS

            3.2

                  (a)   The payment of the Secured Money of a Trust by the
                        Issuer Trustee to a Secured Creditor of that Trust in
                        accordance with the terms of the Transaction Documents
                        for that Trust will discharge the Issuer Trustee from
                        any obligation to pay that amount to the Security
                        Trustee in accordance with clause 3.1.

                  (b)   Clause 3.2(a) does not affect or limit the obligation of
                        the Issuer Trustee to pay to the Security Trustee any
                        Secured Money of a Trust payable to the Security Trustee
                        on its own account pursuant to the terms of any
                        Transaction Document for that Trust.

ELECTION BY SECURITY TRUSTEE

            3.3   The Security Trustee may elect, at any time after an Event of
                  Default has occurred in respect of a Trust, to require payment
                  to it of all or part of the Secured Money for that Trust.
                  Clause 3.2(a) will not apply if any such election is made by
                  the Security Trustee.

4     COVENANTS BY ISSUER TRUSTEE
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GENERAL COVENANTS

            4.1   The Issuer Trustee, in respect of each Trust, agrees to:

                  (a)   (OBSERVE MASTER TRUST DEED) observe the terms of the
                        Master Trust Deed and the Supplemental Deed for that
                        Trust in dealing with the Secured Property of that
                        Trust;

                  (b)   (COPY OF REGISTER) at the same time or as soon as
                        practicable after a notice referred to in clause 4.1(e)
                        is given to the Security Trustee, provide to the
                        Security Trustee:

                        (i)   a current copy of the Register of that Trust
                              maintained in accordance with the Master Trust
                              Deed;

                        (ii)  details (including notice details) of each Secured
                              Creditor of that Trust; and

                        (iii) details of the Secured Money owing to each Secured
                              Creditor of that Trust;

                  (c)   (PROVIDE INFORMATION) upon request from the Security
                        Trustee (acting reasonably), provide to the Security
                        Trustee such information, copies of any accounting
                        records and other documents, statements and reports
                        required to be maintained by, or that are otherwise in
                        the possession of, the Issuer Trustee, or which the
                        Issuer Trustee is entitled to obtain from any person
                        (including information and documents referred to in
                        clause 4.1(b));

                  (d)   (DEPOSIT DOCUMENTS) if the Charge in respect of that
                        Trust has taken effect as a fixed charge, deposit with
                        the Security


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                        Trustee immediately or as soon as the Issuer Trustee
                        receives them:

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

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

                  (e)   (EVENT OF DEFAULT) notify and provide the Security
                        Trustee and each Current Rating Agency with details of
                        any Event of Default in respect of that Trust of which
                        it becomes actually aware;

                  (f)   (ACTIONS) do all such things as are necessary or
                        appropriate to give effect to the provisions of this
                        deed and the Deed of Charge for that Trust;

                  (g)   (OTHER BUSINESS) not engage in any business or other
                        activities other than those contemplated by the
                        Transaction Documents for the Trust;

                  (h)   (INSOLVENCY PROCEEDINGS) not take any steps to commence
                        or initiate any insolvency, dissolution, consolidation,
                        merger or other similar proceedings in respect of the
                        Trust unless each Current Rating Agency confirms that
                        such proceedings will not result in the downgrade,
                        reduction or withdrawal of the Required Credit Rating in
                        respect of the Trust;

                  (i)   (OTHER INDEBTEDNESS) not incur any financial
                        indebtedness in respect of the Trust except as
                        contemplated by the Transaction Documents for the Trust;

                  (j)   (SEPARATENESS) conduct the business and operations of
                        the Trust in a manner which is separate from, and on an
                        arm's length basis with all other business conducted by
                        the Issuer Trustee;

                  (k)   (SUBSIDIARIES) not establish any subsidiaries; and

                  (l)   (BANK ACCOUNTS) not open or maintain any bank accounts
                        in respect of the Trust other than as contemplated by
                        the Transaction Documents for that Trust.

COVENANTS IN RESPECT OF SECURED PROPERTY

            4.2   The Issuer Trustee, in respect of each Trust, will not:

                  (a)   dispose of, deal with or part with possession of any
                        interest in the Secured Property of that Trust over
                        which the Charge in respect of that Trust is floating in
                        any manner except as permitted by the Transaction
                        Documents;


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                  (b)   without the prior written consent of the Security
                        Trustee, dispose of, deal with or part with possession
                        of any interest in, or permit a set-off or combination
                        of, accounts in respect of the Secured Property of that
                        Trust over which the Charge in respect of that Trust is
                        fixed in any manner except as permitted by the
                        Transaction Documents; or

                  (c)   without the prior written consent of the Security
                        Trustee, create or allow to come into existence an
                        Encumbrance (other than pursuant to this deed or the
                        Deed of Charge in respect of that Trust) which affects
                        any Secured Property of that Trust (except an
                        Encumbrance which is created by the operation of law or
                        as permitted by the Transaction Documents for that
                        Trust).

            4.3   If the Issuer Trustee creates or allows to exist an
                  Encumbrance over any Secured Property of a Trust in breach of
                  clause 4.2(c), without the consent of the Security Trustee,
                  then, despite anything contained in this deed or any other
                  agreement in connection with the provision of the Secured
                  Money in respect of that Trust:

                  (a)   the Issuer Trustee must immediately procure that; and

                  (b)   the Security Trustee and the Secured Creditors of that
                        Trust need not provide any further accommodation which
                        would form part of the Secured Money of that Trust until
                        the Issuer Trustee procures that,

                  a priority agreement is entered into between the Issuer
                  Trustee, the Security Trustee and the encumbrancer in a form
                  acceptable to the Security Trustee. The Security Trustee's
                  other rights which arise if the Issuer Trustee so creates or
                  allows to exist an Encumbrance are not affected by this clause
                  4.3. The Issuer Trustee must provide each Current Rating
                  Agency with written notice of the creation or existence of the
                  Encumbrance.

GLOBAL TRUST MANAGER UNDERTAKINGS

            4.4   The Global Trust Manager undertakes to the Issuer Trustee and
                  the Security Trustee that it will not knowingly give any
                  direction to the Issuer Trustee under the Transaction
                  Documents which would, if complied with, result in the Issuer
                  Trustee breaching the terms of this deed or any other
                  Transaction Document.

            4.5   At the request of the Issuer Trustee or the Security Trustee,
                  the Global Trust Manager must provide to the Issuer Trustee or
                  the Security Trustee, as the case may be, the information and
                  other material referred to in clauses 4.1(b)(ii) and (iii) and
                  clause 4.1(c) to the extent that such information is in the
                  possession of the Global Trust Manager or which the Global
                  Trust Manager is entitled to obtain from any person and the
                  Global Trust Manager is permitted, under any applicable
                  privacy legislation, to provide that information or material
                  to the Issuer Trustee or the Security Trustee, as the case may
                  be.


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5     FURTHER ASSURANCES
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ISSUER TRUSTEE ASSURANCES

            5.1   The Issuer Trustee, in respect of each Trust, agrees to:

                  (a)   execute in favour of the Security Trustee, or as the
                        Security Trustee directs, and in a form acceptable to
                        the Security Trustee, further documents; and

                  (b)   do the things the Security Trustee stipulates,

                  to provide more effective security to the Security Trustee
                  over the Secured Property of the relevant Trust, for the
                  payment of the Secured Money of the relevant Trust and to
                  enable the Security Trustee to exercise its rights in
                  connection with that Secured Property.

COMPLETION OF INSTRUMENTS

            5.2   An Authorised Person of the Security Trustee may fill in any
                  blanks in this deed and in any Deed of Charge and complete in
                  favour of the Security Trustee or anyone purchasing under the
                  powers given by this deed any instrument executed by or on
                  behalf of the Issuer Trustee in blank and deposited with the
                  Security Trustee in connection with this deed or any Deed of
                  Charge.

REGISTRATION OF CHARGE

            5.3   The Global Trust Manager (on behalf of the Security Trustee)
                  must register the Charge in respect of each Trust at the
                  Issuer Trustee's expense as a charge on the register of
                  charges maintained by the Australian Securities and
                  Investments Commission under the Corporations Law. The Issuer
                  Trustee agrees to procure execution of all documents required
                  by the Global Trust Manager which are necessary to register
                  each such Charge and to provide evidence to the Security
                  Trustee promptly after registration is completed.

6     REPRESENTATIONS AND WARRANTIES
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            6.1   The Issuer Trustee, as trustee of each Trust, represents and
                  warrants that:

                  (a)   (NO BREACH) it is not in breach of any material
                        provision of the Master Trust Deed or the relevant
                        Supplemental Deed;

                  (b)   (POWER) it has power to enter into this deed and the
                        Deed of Charge in respect of the Trust, and to observe
                        its obligations under them and to allow them to be
                        enforced;

                  (c)   (AUTHORISATIONS) it has in full force and effect the
                        authorisations necessary to exercise the powers referred
                        to in paragraph (b) above;

                  (d)   (NO CONTRAVENTION) this deed, the Deed of Charge in
                        respect of the Trust and the transactions under them do
                        not contravene its constituent documents or any law,
                        regulation or official


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                        directive or any of its obligations or undertakings by
                        which it or any of its assets are bound;

                  (e)   (CREATION OF TRUST) the Trust has been validly created;

                  (f)   (APPOINTMENT OF ISSUER TRUSTEE) the Issuer Trustee has
                        been validly appointed as the trustee of the Trust;

                  (g)   (SOLE TRUSTEE) the Issuer Trustee is the sole trustee of
                        the Trust;

                  (h)   (NO REMOVAL) so far as the Issuer Trustee is aware,
                        there are no proceedings to remove the Issuer Trustee as
                        trustee; and

                  (i)   (TITLE) it is the legal owner, or owner in equity, of
                        the Secured Property.

GLOBAL TRUST MANAGER REPRESENTATION AND WARRANTIES

            6.2   The Global Trust Manager, as manager of each Trust, represents
                  and warrants that:

                  (a)   (NO BREACH) it is not in breach of any material
                        provision of the Master Trust Deed;

                  (b)   (POWER) it has the power to enter into this deed and the
                        Deed of Charge in respect of the Trust, and to observe
                        its obligations under them and allow them to be
                        enforced;

                  (c)   (AUTHORISATIONS) it has in full force and effect the
                        authorisations necessary to exercise the powers referred
                        to in paragraph (b);

                  (d)   (NO CONTRAVENTION) as far as the Global Trust Manager is
                        aware, this deed, the Deed of Charge and the
                        transactions under them do not contravene its
                        constituent documents or any law, regulation or official
                        directive or any of its obligations or undertakings by
                        which it or any of its assets are bound;

                  (e)   (APPOINTMENT OF GLOBAL TRUST MANAGER) the Global Trust
                        Manager has been validly appointed as trust manager of
                        the Trust; and

                  (f)   (NO REMOVAL) as far as the Global Trust Manager is
                        aware, there are no proceedings to remove the Global
                        Trust Manager as trust manager.

            6.3   The representations and warranties in clauses 6.1 and 6.2 are
                  taken to be made in respect of a Trust on the date of
                  execution of the Deed of Charge for that Trust.

7     GENERAL POWERS, RIGHTS AND RESPONSIBILITIES
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POWER TO INVEST

            7.1   All moneys received by the Security Trustee and not required
                  to be applied immediately under any of the discretions or
                  powers contained

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                  in this deed may be placed at the time by the Security Trustee
                  in Authorised Investments.

OTHER POWERS

            7.2   The Security Trustee may, whenever it thinks it expedient in
                  the interests of the Secured Creditors of a Trust, apply to
                  any court for directions in relation to any question of law or
                  fact arising either before or after an Event of Default in
                  respect of that Trust and assent to, and approve of, or oppose
                  any application to any court made by or at the instance of any
                  Secured Creditor of that Trust, the Issuer Trustee or the
                  Global Trust Manager.

                  Further, the Security Trustee:

                  (a)   (DEFEND SECURITY TRUST FUND) may take such action as it
                        is directed to take by an Extraordinary Resolution of
                        Voting Secured Creditors of a Trust to defend the
                        Security Trust Fund referable to that Trust against any
                        legal proceedings that, if successful, might adversely
                        affect the Security Trust Fund referable to that Trust;
                        and

                  (b)   (DEFEND ITSELF AS SECURITY TRUSTEE) may take such action
                        as it considers necessary to defend itself as trustee of
                        the Security Trust against any legal proceedings.

DISCRETION OF SECURITY TRUSTEE AS TO EXERCISE OF POWERS

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

LIMITATION ON SECURITY TRUSTEE'S ACTIONS

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

LIMITATIONS ON SECURITY TRUSTEE'S RESPONSIBILITY

            7.5   The Security Trustee is not to:

                  (a)   be held responsible if it acts upon any resolution
                        purporting to have been passed at any meeting of the
                        Voting Secured Creditors of a Trust at which minutes
                        were made and signed even though it may subsequently be
                        found that there was some defect in the constitution of
                        the meeting or the passing of the resolution or that for
                        any other reason the resolution was


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                        not valid or binding upon any of those Voting Secured
                        Creditors whom it purports to bind or upon the Security
                        Trustee;

                  (b)   be obliged to notify the Secured Creditors of a Trust of
                        the happening of any Event of Default insofar as they
                        relate to that Trust except in the circumstances set out
                        in clause 9.1;

                  (c)   be bound or concerned to examine or enquire into, nor be
                        liable for any defect or failure in, the title of the
                        Issuer Trustee to any Secured Property;

                  (d)   be under any liability whatsoever for acting in
                        accordance with any direction obtained from the Secured
                        Creditors or the Voting Secured Creditors (as the case
                        may be) of a Trust at a meeting convened under clause 9;
                        and

                  (e)   be under any liability whatsoever for a failure to take
                        any action in respect of any breach by the Issuer
                        Trustee of its duties as trustee of the Trust of which
                        the Security Trustee is not actually aware or in respect
                        of any Event of Default in respect of a Trust of which
                        the Security Trustee is not actually aware,

                  except to the extent that any such matter or liability is
                  caused by the fraud, negligence or breach of trust of the
                  Security Trustee.

NO LIABILITY

            7.6 The Security Trustee is not liable:

                  (a)   for any loss, costs, damages or expenses arising out of
                        the exercise or non-exercise of a discretion or for any
                        act or omission on its part under this deed;

                  (b)   for any loss, costs, damages or expenses arising out of
                        the exercise or non-exercise of a discretion of the
                        Issuer Trustee or the Global Trust Manager or the act or
                        omission of the Issuer Trustee or the Global Trust
                        Manager;

                  (c)   for any loss caused by its failure to check any
                        information, document, form or list supplied or
                        purported to be supplied to it by the Issuer Trustee or
                        the Global Trust Manager;

                  (d)   to the Secured Creditors of a Trust or any other person
                        for any liability or thing beyond the extent to which it
                        can be satisfied out of property of the Security Trust
                        Fund referable to that Trust out of which the Security
                        Trustee is actually indemnified for the liability or
                        thing;

                  (e)   to make a payment to any Secured Creditor except out of
                        funds held for that purpose pursuant to this deed; or

                  (f)   for any other act or omission on its part,

                  except, in all cases, to the extent that the relevant matter
                  is due to the fraud, negligence or breach of trust of the
                  Security Trustee.

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SECURITY TRUSTEE NOT RESPONSIBLE FOR MONITORING

            7.7   (a)   Each Secured Creditor is taken to confirm that:

                        (i)   it has made its own appraisal and investigation of
                              the business, financial condition, status and
                              affairs of the Global Trust Manager, the Servicer,
                              the Issuer Trustee and each other party to each
                              Transaction Document, of the Assets of each Trust
                              and of the property comprising the Security Trust
                              Fund referable to that Trust;

                        (ii)  it is solely responsible for continuing that
                              appraisal and investigation after the date of this
                              deed;

                        (iii) it has not entered into any Transaction Document
                              as the result of any inducement from, or
                              representation or statement by, the Security
                              Trustee; and

                        (iv)  it has made its own appraisal of its financial
                              return under the Transaction Documents.

                  (b)   Each Secured Creditor is taken to confirm that it has
                        not relied, and will not rely, on the Security Trustee
                        at any time, and that the Security Trustee is not
                        required:

                        (i)   to provide it with any information concerning the
                              business, financial condition, status or affairs
                              of the Global Trust Manager, the Servicer, the
                              Issuer Trustee or any other party to any
                              Transaction Document;

                        (ii)  to investigate the adequacy, accuracy or
                              completeness of any information provided by the
                              Global Trust Manager, the Servicer, the Issuer
                              Trustee or any other party to any Transaction
                              Document in connection with the Transaction
                              Documents (whether or not the information is
                              provided to that Secured Creditor by the Security
                              Trustee);

                        (iii) to assess or keep under review the business,
                              financial condition, status or affairs of the
                              Global Trust Manager, the Servicer, the Issuer
                              Trustee or any other party to any Transaction
                              Document or to inspect any of their properties or
                              books;

                        (iv)  to investigate whether or not an Event of Default
                              has occurred in respect of a Trust; or

                        (v)   to investigate or keep itself informed as to the
                              performance by any other party to any Transaction
                              Document of its obligations under any Transaction
                              Document, or any other document or agreement to
                              which one or more of them is a party.


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                  (c)   Except to the extent contemplated by another Transaction
                        Document, the Security Trustee has no duty or
                        responsibility, but is authorised in its absolute
                        discretion, to provide any Secured Creditor of a Trust
                        with any credit or other information concerning the
                        assets, liabilities, financial condition or business of
                        the Issuer Trustee, the Trust or (to the extent that it
                        is relevant to the performance by that person of its
                        obligations under the Transaction Documents) the Global
                        Trust Manager or the Servicer which may come into the
                        possession of the Security Trustee.

SECURITY TRUSTEE'S FURTHER DUTIES

            7.8   Subject to this deed, the Security Trustee must comply with
                  the duties imposed on it by this deed and must:

                  (a)   act continuously as trustee of each Security Trust until
                        it is terminated in accordance with this deed or until
                        the Security Trustee has retired or been removed in
                        accordance with this deed;

                  (b)   exercise all due diligence and vigilance in carrying out
                        its functions and duties under this deed and each Deed
                        of Charge;

                  (c)   subject to this deed, retain each Security Trust Fund in
                        safe custody and hold it on trust for the Secured
                        Creditors of the relevant Trust upon the terms of this
                        deed and the relevant Deed of Charge; and

                  (d)   not sell, mortgage, charge or part with the possession
                        of any part or the whole of the Security Trust Fund
                        referable to a Trust (or permit any of its officers,
                        agents and employees to do so) except as permitted or
                        contemplated by this deed and the relevant Deed of
                        Charge.

ACCEPTANCE OF CERTIFICATES ETC.

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

                  (a)   any information, report, balance sheet, profit and loss
                        account, certificate or statement supplied by the Issuer
                        Trustee or the Global Trust Manager or by any officer,
                        auditor or solicitor of the Issuer Trustee or the Global
                        Trust Manager including the Register of a Trust and any
                        other details of the identity of, Secured Moneys owing
                        to, and notice details of, any Secured Creditor of a
                        Trust;

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


                                       12
<PAGE>


                  (c)   all accounts supplied to the Security Trustee pursuant
                        to this deed and all reports of the Auditor supplied to
                        the Security Trustee pursuant to this deed,

                  except, in each case, when it is actually aware that the
                  information supplied pursuant to clauses (a) to (c) is
                  incorrect.

ACT ON OPINION OF EXPERTS

            7.10  The Security Trustee may in relation to this deed or the
                  rights, powers or obligations conferred or imposed by this
                  deed act on the advice or opinion or information received from
                  any adviser of a kind appropriate to the particular case
                  including any lawyer, banker, accountant, securities company,
                  broker or valuer or other expert in Australia or elsewhere,
                  whether obtained by the Security Trustee or otherwise
                  (including by the Issuer Trustee or the Global Trust Manager).
                  The Security Trustee is not responsible for any loss
                  occasioned by so acting in good faith and any such advice or
                  opinion or information may be given verbally or by letter or
                  otherwise. The Security Trustee is not to be liable for any
                  loss occasioned by acting in good faith on any opinion, advice
                  and information purporting to be so conveyed although the same
                  contains some error or is not authentic unless it has
                  reasonable grounds to believe such advice, opinion or
                  information not to be authentic.

RIGHT TO RECTIFY

            7.11  The Security Trustee may do anything which should have been
                  done by the Issuer Trustee under this deed or under the Deed
                  of Charge but which has not been done or which the Security
                  Trustee considers has not been done properly, but the Security
                  Trustee is under no obligation to do so.

CONSENT TO DEALINGS

            7.12  During such time that a Charge has effect as a floating charge
                  over the relevant Secured Property, the Issuer Trustee may
                  dispose of, or deal with, such Secured Property to the extent
                  permitted by the Master Trust Deed and the Supplemental Deed
                  for the relevant Trust.

ASCERTAIN EVENT OF DEFAULT

            7.13  The Security Trustee need not:

                  (a)   without limiting any other provision of this deed,
                        notify any person of the execution of this deed or any
                        Deed of Charge; or

                  (b)   take any steps to ascertain whether there has occurred
                        any:

                        (i)   Event of Default in respect of a Trust; or

                        (ii)  event which constitutes, or which with the giving
                              of notice or the lapse of time would constitute,
                              an Event of Default in respect of a Trust.

                  Nothing in this clause limits or restricts the duties of the
                  Security Trustee to take any action in accordance with clause
                  9.1 or clause 9.9

                                       13
<PAGE>

                  of this deed if it becomes actually aware of, or has actual
                  notice of, an Event of Default in respect of a Trust.

                  Until it has actual notice to the contrary, the Security
                  Trustee may assume that no Event of Default has occurred in
                  respect of a Trust and that the Issuer Trustee and the Global
                  Trust Manager are observing and performing all the obligations
                  on their part contained in the Transaction Documents in
                  respect of the Trust and need not inquire whether that is, in
                  fact, the case.

NO DUTY TO INVESTIGATE

            7.14  The Security Trustee has no duty to keep itself informed about
                  the circumstances of the Issuer Trustee or the Global Trust
                  Manager, or the performance by the Issuer Trustee or the
                  Global Trust Manager of their respective obligations under
                  this deed, any Deed of Charge or the other Transaction
                  Documents or (subject to the express requirements of this
                  deed) to consider or provide any Secured Creditor with any
                  information with respect to the Issuer Trustee or the Global
                  Trust Manager.

LIABILITY MUST BE LIMITED

            7.15  Except for the obligations imposed on it under clause 9.1, the
                  Security Trustee is not obliged to do or omit to do any thing
                  including enter into any transaction or incur any liability
                  unless the Security Trustee's liability is limited in a manner
                  which is consistent with clause 25.2.

NOT USE OWN FUNDS

            7.16  Except as required by clause 9.1 or clause 9.9, the Security
                  Trustee will not be under any obligation for whatever reason
                  to advance or use its own funds for the payment of any costs,
                  expenses or liabilities whatsoever.

COVER FOR COSTS

            7.17

                  (a)   Before exercising a right, power or discretion or
                        performing an obligation as Security Trustee (except the
                        power to provide a notice to all Secured Creditors in
                        accordance with clause 9.1(a) and to convene a meeting
                        of Voting Secured Creditors in accordance with clause
                        9.1(b)), the Security Trustee need not act unless its
                        liability is limited in a manner satisfactory to it or,
                        if required by the Security Trustee, until the Voting
                        Secured Creditors place it in funds equivalent to the
                        amount which the Security Trustee determines may become
                        liabilities of the Security Trustee in respect of that
                        act (or until the Voting Secured Creditors provide an
                        indemnity to the Security Trustee in respect of those
                        liabilities in a form acceptable to it, acting
                        reasonably), provided that no Voting Secured Creditor
                        shall be under any obligation to either contribute to
                        such placing of funds or provide such indemnity to the
                        Security Trustee if that Secured Creditor has no Secured
                        Moneys due or payable to it at that time.

                                       14
<PAGE>


                  (b)   If the Voting Secured Creditors do not place the
                        Security Trustee in funds, or do not provide the
                        indemnity, in the manner contemplated by paragraph (a),
                        then the Security Trustee is not required to exercise
                        the relevant right, power or discretion or perform the
                        relevant obligation.

RECEIPT OF INSTRUCTIONS

            7.18  Without limiting its rights, powers and discretions, but
                  subject to its express duties or obligations under clause 9 of
                  this deed, the Security Trustee will not be required to
                  exercise any right, power or discretion (including to require
                  anything to be done, form any opinion or give any notice,
                  consent, waiver or approval) without the specific instructions
                  of the Voting Secured Creditors of a Trust given by
                  Extraordinary Resolution. However, the Security Trustee may
                  exercise a right, power or discretion before it receives any
                  such instructions if the Security Trustee reasonably believes
                  that it is in the best interests of the Secured Creditors of
                  the Trust that it does so (and provided that the Security
                  Trustee first notifies in writing the Voting Secured Creditors
                  of its intention to do so).

DISPUTE OR AMBIGUITY

            7.19  In the event of any dispute or ambiguity as to the
                  construction or enforceability of this deed or any other
                  Transaction Document, or the Security Trustee's powers or
                  obligations under or in connection with this deed or the
                  determination or calculation of any amount or thing for the
                  purpose of this deed or the construction or validity of any
                  direction from Voting Secured Creditors, the Security Trustee
                  may (but will have no obligation to):

                  (a)   obtain and rely on advice from any person referred to in
                        clause 7.10; and

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

                  and provided the Security Trustee is using reasonable
                  endeavours to resolve such ambiguity or dispute, the Security
                  Trustee, in its absolute discretion, may (but will have no
                  obligation to) refuse to act or refrain from acting in
                  relation to matters affected by such dispute or ambiguity.

NO LIABILITY FOR DOCUMENTS

            7.20  The Security Trustee has no responsibility for the form or
                  contents of this deed or any other Transaction Document and
                  will have no liability arising as a result of or in connection
                  with any inadequacy, invalidity or unenforceability of any
                  provision of this deed or the other Transaction Documents
                  except insofar as it applies to the Security Trustee or to any
                  representation and warranty given by the Security Trustee.


                                       15
<PAGE>


CONFLICT OF DUTY

            7.21

                  (a)   If there is at any time a conflict between a duty owed
                        by the Security Trustee to the Noteholders and a duty
                        owed by the Security Trustee to any other Secured
                        Creditor or class of Secured Creditor, then the Security
                        Trustee must give priority to the interests of the
                        Noteholders as a whole.

                  (b)   The Security Trustee must give priority to the interests
                        of the Senior Noteholders as a class if, in the opinion
                        of the Security Trustee, there is a conflict between the
                        interests of the Senior Noteholders (on the one hand)
                        and the interests of the Junior Noteholders or other
                        persons entitled to the benefit of this deed and the
                        Deed of Charge in respect of a Trust (on the other
                        hand).

                  (c)   Provided that the Security Trustee acts in good faith,
                        it shall not incur any liability to any Secured Creditor
                        for doing so.

INDEMNITY

            7.22  Without prejudice to any right of indemnity given by law to
                  trustees, the Security Trustee will be indemnified in respect
                  of a Security Trust out of the Security Trust Fund which
                  relates to that Security Trust for all costs, fees, charges,
                  expenses and liabilities incurred in or about the due
                  execution of that Security Trust.

DELEGATION

            7.23  The Security Trustee may in accordance with this clause
                  authorise in writing specified parties to act as its delegate,
                  attorney or agent to perform its functions under the
                  Transaction Documents (including the holding of Mortgage Title
                  Documents and a power to sub-delegate). The Security Trustee
                  may include provisions in the authorisation to protect and
                  assist those dealing with the delegate, attorney or agent as
                  the Security Trustee thinks fit.

                  The Security Trustee must not delegate to any person any of
                  its trusts, duties, powers, authorities and discretions under
                  this deed or a Deed of Charge in relation to a Security Trust
                  except:

                  (a)   subject to this clause, to a Related Entity of the
                        Security Trustee;

                  (b)   to the Global Trust Manager, the Servicer or a Receiver
                        in accordance with the provisions of this deed or any
                        other Transaction Document relating to the Security
                        Trust;

                  (c)   to any Clearing System (in respect of which the Security
                        Trustee is not liable for its acts or omissions); or

                  (d)   in accordance with the provisions of this deed or the
                        Supplemental Deed relating to that Security Trust,


                                       16
<PAGE>


                  provided that, in each case, the Security Trustee must not
                  delegate to such third parties any material part of its
                  powers, duties or obligations as Security Trustee.

                  Where the Security Trustee delegates any of its trusts,
                  duties, powers, authorities and discretions to any person who
                  is a Related Entity of the Security Trustee, the Security
                  Trustee at all times remains liable for the acts or omissions
                  of such Related Entity and for the payment of fees of that
                  Related Entity when acting as delegate. Subject to this, the
                  Security Trustee is not liable for the acts or omissions of
                  any delegate, attorney or agent if it appointed the delegate,
                  attorney or agent in good faith.

            7.24  Any delegation made by the Security Trustee under clause 7.23
                  in respect of a Security Trust will automatically terminate if
                  the Security Trustee retires, or is removed, in accordance
                  with clause 16 of this deed in respect of that Security Trust.

            7.25  The Security Trustee has no duties, obligations or
                  responsibilities other than those expressly set out in this
                  deed.

NO LIABILITY

            7.26  Without limitation, the Security Trustee is not liable for:

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

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

                  (c)   any omission delay or mistake or any loss or
                        irregularity in or about the exercise, attempted
                        exercise, non-exercise or purported exercise of any of
                        its powers under this deed or a Deed of Charge,

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

8     CRYSTALLISATION OF FLOATING CHARGE
------------------------------------------------------------------------------
CRYSTALLISATION

            8.1   If the Charge referable to a Trust has not otherwise taken
                  effect as a fixed charge over all of the Secured Property
                  referable to that Trust, it automatically takes effect as a
                  fixed charge over the Secured Property of that Trust in
                  respect of which the Charge has not previously taken effect as
                  a fixed charge immediately prior to the occurrence of any of
                  the following events:


                                       17
<PAGE>


                  (a)   an Event of Default occurs in respect of that Trust;

                  (b)   the Issuer Trustee breaches any of the covenants in
                        clause 4.2 of this deed in respect of that Trust;

                  (c)   the Australian Federal Commissioner of Taxation (or some
                        person authorised to issue on his behalf) issues a
                        notice in respect of tax due by the Issuer Trustee under
                        sections 218 or 255 of the Income Tax Assessment Act
                        1936 (Cwth) or under section 74 of the Sales Tax
                        Assessment Act 1992 (Cwth) or under any similar
                        provision of any law;

                  (d)   the Issuer Trustee files an Australian tax return which
                        results in Tax becoming due by the Issuer Trustee in its
                        capacity as trustee of that Trust which is not paid on
                        time; or

                  (e)   if the law provides that the Charge becomes fixed.

REPLACEMENT OF FIXED CHARGE WITH FLOATING CHARGE

            8.2   Subject to clauses 8.3 and 8.4 and in respect of any Relevant
                  Secured Property of a Trust, the Security Trustee:

                  (a)   must give notice of the fixing of such Charge in respect
                        of the Relevant Secured Property to the Issuer Trustee
                        and each Current Rating Agency promptly after becoming
                        actually aware of the fixing of such Charge in respect
                        of the Relevant Secured Property; and

                  (b)   may and, if directed by Voting Secured Creditors of that
                        Trust who in aggregate are owed not less than 90% of the
                        Secured Money of that Trust at the time, the Security
                        Trustee must, give a notice to the Issuer Trustee
                        stating that, from the effective date specified in the
                        notice, it no longer requires that Charge to operate as
                        a fixed charge over the Relevant Secured Property of
                        that Trust specified in the notice. Any such
                        notification does not prejudice the rights of the
                        Security Trustee to give a notice to the Issuer Trustee
                        stating that the charge takes effect as a fixed charge
                        or the fixing of the charge again in accordance with
                        clause 8.1.

SUBSEQUENT DEALING

            8.3   From the effective date specified in a notice given under
                  clause 8.2(b):

                  (a)   the Issuer Trustee may deal with the Relevant Secured
                        Property the subject of the notice, if it was acquired
                        by the Issuer Trustee before the effective date of the
                        notice, as if it had always been charged by way of
                        floating charge under this deed;

                  (b)   the floating charge given by the relevant Deed of Charge
                        over the Relevant Secured Property the subject of the
                        notice acquired by the Issuer Trustee on or after the
                        effective date of the notice continues to operate as a
                        floating charge as if it had never been a fixed charge;
                        and


                                       18
<PAGE>


                  (c)   a person dealing with the Issuer Trustee in relation to
                        the Relevant Secured Property the subject of the notice
                        may rely on the notice from the Security Trustee as
                        conclusive evidence that, as at the time the notice is
                        issued, such Relevant Secured Property is charged by way
                        of floating charge.

FURTHER CHARGE


            8.4   The Issuer Trustee charges, by way of floating charge and
                  further assurance, the Relevant Secured Property the subject
                  of a notice given pursuant to clause 8.2(b) to the Security
                  Trustee as security for payment of the Secured Money on the
                  same terms as the relevant Charge.

9     SECURITY TRUSTEE TO CONVENE MEETINGS
------------------------------------------------------------------------------
CONVENE MEETINGS

            9.1   Subject to clause 9.5, the Security Trustee must, upon
                  becoming actually aware of the occurrence of an Event of
                  Default in respect of a Trust, take the following steps:

                  (a)   notify all Secured Creditors of that Trust that the
                        Charge granted in respect of that Trust has taken effect
                        as a fixed charge over all of the Secured Property of
                        that Trust and provide to those Secured Creditors full
                        details of the Event of Default as advised to the
                        Security Trustee under clause 4.1(e) or otherwise known
                        to the Security Trustee and the actions and procedures
                        which the Issuer Trustee and the Global Trust Manager
                        have notified the Security Trustee are being taken or
                        will be taken by the Issuer Trustee and the Global Trust
                        Manager to remedy the relevant Event of Default; and

                  (b)   do all such things as are necessary or appropriate to
                        promptly convene a meeting of the Voting Secured
                        Creditors of that Trust in accordance with the
                        provisions of clause 10.

EXTRAORDINARY RESOLUTIONS

            9.2   Subject to the terms of the Supplemental Deed for the relevant
                  Trust, at a meeting of Voting Secured Creditors of a Trust
                  referred to in clause 9.1(b), the Voting Secured Creditors of
                  that Trust must vote on whether to direct the Security Trustee
                  by Extraordinary Resolution to:

                  (a)   declare the Secured Moneys in respect of that Trust
                        immediately due and payable;

                  (b)   appoint a Receiver in accordance with clause 11 (and, if
                        a Receiver is to be appointed, the Voting Secured
                        Creditors of that Trust must determine the amount of the
                        Receiver's remuneration);

                  (c)   instruct the Security Trustee in writing to sell and
                        realise the Secured Property of that Trust where the
                        Security Trustee has agreed to do so; or


                                       19
<PAGE>


                  (d)   take such other action as the Voting Secured Creditors
                        may specify in the terms of such Extraordinary
                        Resolution and which the Security Trustee indicates that
                        it is willing to take.

NOTICE

            9.3   If the Voting Secured Creditors of a Trust pass an
                  Extraordinary Resolution pursuant to this clause 9 at a
                  meeting convened following an Event of Default in respect of
                  that Trust, the Security Trustee must notify the Issuer
                  Trustee and the Global Trust Manager in writing one Business
                  Day after such Extraordinary Resolution is so passed of any
                  direction thereby given to the Security Trustee by the Voting
                  Secured Creditors of that Trust.

NO OBLIGATION TO APPOINT RECEIVER

            9.4   The Security Trustee must not take any steps to appoint a
                  Receiver under clause 11 or otherwise to enforce the Charge
                  created under a Deed of Charge unless:

                  (a)   the Voting Secured Creditors of the relevant Trust have
                        passed an Extraordinary Resolution referred to in clause
                        9.2 or at a meeting convened pursuant to clauses 9.6,
                        9.7 or 9.8; or

                  (b)   in the opinion of the Security Trustee, the delay
                        required to obtain the consent of the Voting Secured
                        Creditors of the relevant Trust would be prejudicial to
                        the interests of those Voting Secured Creditors.

                  Nothing in this clause 9.4 affects or restricts the operation
                  of clause 8 of this deed.

WAIVER OF EVENT OF DEFAULT

            9.5   The Security Trustee may, at its discretion but not in
                  contravention of an Extraordinary Resolution of the Voting
                  Secured Creditors, waive or ignore an Event of Default in
                  respect of a Trust or determine that any event that would
                  otherwise be an Event of Default will not be treated as such,
                  if such action, in the opinion of the Security Trustee, will
                  not be prejudicial to the interests of the Secured Creditors
                  of that Trust.

MEETINGS

            9.6   The Security Trustee may at any time convene a meeting of
                  Voting Secured Creditors of a Trust to consider such
                  Extraordinary Resolutions as are put to the meeting by the
                  Security Trustee including, without limitation, resolutions
                  put for the purpose of seeking directions from Voting Secured
                  Creditors as to the exercise of its powers and duties and
                  performance of its obligations.

GLOBAL TRUST MANAGER CONVENES MEETING

            9.7   If the Security Trustee fails to convene a meeting in
                  accordance with clause 9.1(b), the Global Trust Manager may
                  convene a meeting of the relevant Voting Secured Creditors in
                  accordance with this clause 9. Any such meeting is to have
                  only the same powers as if convened by the Security Trustee
                  and is to be conducted in accordance with the provisions of
                  clause 10.

                                       20
<PAGE>


SECURED CREDITORS CONVENE MEETING

            9.8   The Voting Secured Creditors of a Trust who in aggregate are
                  owed not less than 10% of the Secured Money of a Trust may
                  convene a meeting of Voting Secured Creditors at any time. Any
                  such meeting is to have only the same powers as if convened by
                  the Security Trustee or the Global Trust Manager pursuant to
                  this clause 9 and is to be conducted in accordance with the
                  provisions of clause 10.

NOTICE OF EVENT OF DEFAULT

            9.9   If the Security Trustee becomes actually aware of the
                  occurrence of an Event of Default in respect of a Trust, and
                  the Issuer Trustee has not given the Security Trustee notice
                  in accordance with clause 4.1(e), the Security Trustee must
                  give the Issuer Trustee notice of the occurrence of that Event
                  of Default.

NOTICE OF ACTION TO REMEDY EVENT OF DEFAULT

            9.10  If the Issuer Trustee and the Global Trust Manager take any
                  action or procedures referred to in clause 9.1(a) to remedy an
                  Event of Default in respect of a Trust, both the Issuer
                  Trustee and the Global Trust Manager must keep the Security
                  Trustee informed of those actions and procedures.

LIMITATION ON RIGHTS OF SECURED CREDITORS

            9.11  Subject to this deed, the powers, rights and remedies
                  conferred on the Security Trustee by this deed are exercisable
                  by the Security Trustee only, and no Secured Creditor is
                  entitled without the written consent of the Security Trustee
                  to exercise the same or any of them. Without limiting the
                  generality of the foregoing, no Secured Creditor is entitled
                  to enforce the Deed of Charge in respect of a Trust or the
                  provisions of this deed or to appoint or cause to be appointed
                  a Receiver to any of the Secured Property or otherwise to
                  exercise any power conferred by the terms of any applicable
                  law on charges except as provided in this deed and the Deed of
                  Charge in respect of the Trust.

10    MEETING OF VOTING SECURED CREDITORS
------------------------------------------------------------------------------
NOTICE OF MEETING

            10.1  (a)   The Security Trustee, if it wishes to convene a meeting
                        of Voting Secured Creditors, must give at least five
                        days' notice specifying the place, day and hour of the
                        meeting and the general nature of the business to be
                        transacted and containing such or any further
                        information as the Security Trustee may think fit and
                        the terms of any resolution of which the Security
                        Trustee is aware will be proposed.

                  (b)   Subject to clause 10.2, such notice must be sent to all
                        Voting Secured Creditors of the relevant Trust. The
                        accidental omission to send such notice to, or the
                        non-receipt of a notice of meeting by, any such Voting
                        Secured Creditor will not invalidate the meeting.

                  (c)   The Security Trustee must notify the Issuer Trustee and
                        the Global Trust Manager of the place, day and hour of
                        the


                                       21
<PAGE>

                        meeting and of the nature of the business to be
                        transacted at that meeting.

                  (d)   The omission to give a notice referred to in the
                        preceding paragraph (c) to either the Global Trust
                        Manager or the Issuer Trustee will invalidate the
                        meeting, but the party who failed to receive the notice
                        may waive the same.

                  (e)   The Security Trustee, the Issuer Trustee and the Global
                        Trust Manager and any person on behalf of any of them
                        and its solicitors and any officer, solicitor or auditor
                        of any of them and any counsel instructed by the
                        solicitor of any of them may attend any meeting or any
                        adjourned meeting of Voting Secured Creditors and all
                        such persons have the right of audience at such meeting.

                  (f)   Notwithstanding the other provisions of this clause 10,
                        a resolution of Voting Secured Creditors (including an
                        Extraordinary Resolution) may be passed, without any
                        meeting or previous notice being required, by an
                        instrument or instruments in writing which has or have:

                        (i)   been signed by or on behalf of all Voting Secured
                              Creditors; and

                        (ii)  been presented to the Security Trustee for entry
                              in the records referred to in clause 10.21.

ADVERTISEMENT OF MEETING IN NEWSPAPER

            10.2  Instead of the notice requirements of clause 10.1, but without
                  limiting any obligations of the Issuer Trustee or the Note
                  Trustee in respect of a Trust to provide the notices required
                  by the Note Trust Deed for a Trust, notice of any meeting of
                  the Voting Secured Creditors of a Trust may be given by
                  advertisement in a daily newspaper circulating generally
                  throughout the relevant jurisdictions and by electronic means
                  (including without limitation email or otherwise as agreed
                  between the Security Trustee and the Global Trust Manager) at
                  least five days before the proposed meeting and giving the
                  same details as set out in clause 10.1(a). Notwithstanding the
                  foregoing provisions of clauses 10.1 and 10.2, if it is so
                  agreed by Voting Secured Creditors who:

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

                  (b)   hold or represent between them an amount which is at
                        least 95% of the Secured Money at the time,

                  a resolution may be proposed and passed at a meeting of which
                  no notice has been given in the manner contemplated by this
                  deed.

QUORUM

            10.3  No business is to be transacted at any such meeting unless a
                  quorum is present when the meeting proceeds to business. The
                  quorum necessary

                                       22
<PAGE>

                  for a meeting at which any resolution including an
                  Extraordinary Resolution is to be proposed must be at least
                  such number of Voting Secured Creditors (present in person or
                  by proxy) having the right to attend and vote at that meeting
                  who hold or are owed between them an amount which is not less
                  than 67% of the Secured Money at the time.

QUORUM AT ADJOURNED MEETING

            10.4  If within 15 minutes from the time appointed for any meeting,
                  a quorum is not present, the meeting must stand adjourned for
                  such period as the chairman directs and notice of the
                  adjourned meeting in accordance with clause 10.1 or clause
                  10.2 must be given to the Voting Secured Creditors by the
                  Security Trustee.

                  At an adjourned meeting two or more Voting Secured Creditors
                  present in person, holding or who are owed between them an
                  amount which is not less than 50% of the Secured Money at the
                  time form a quorum.

CHAIRMAN

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

VOTING

            10.6  (a)   Every question submitted to a meeting of Voting Secured
                        Creditors must be decided in the first instance by a
                        show of hands. In the case of an equality of votes, the
                        chairman both on the show of hands and on a poll is
                        entitled to have a second or casting vote in addition to
                        the vote or votes (if any) to which he may be entitled
                        as a Voting Secured Creditor.

                  (b)   The chairman or such number of Voting Secured Creditors
                        (present in person or by proxy) holding or who are owed
                        between them an amount which is not less than 2% of the
                        Secured Money may, before or on the declaration of the
                        result of a show of hands, demand a poll. If at any
                        meeting a poll is so demanded, it must be taken in such
                        manner and, subject to this deed, either at once or
                        after such adjournment as the chairman directs and the
                        result of such poll will be deemed to be the resolution
                        of the meeting in which the poll was demanded as at the
                        date of the taking of the poll. The demand for a poll
                        must not prevent the continuance of meeting for the
                        transaction of any business other than the question on
                        which the poll has been demanded. Any poll demanded at
                        any meeting on the election of a chairman or any
                        question of adjournment must be taken at the meeting
                        without adjournment. The demand for a poll may be
                        withdrawn.

VOTES

            10.7  (a)   The Voting Secured Creditors are only entitled to vote:

                                       23
<PAGE>


                        (i)   at a meeting convened by the Security Trustee
                              following the occurrence of an event referred to
                              in clause 9.1(b) to consider the Extraordinary
                              Resolutions referred to in clause 9.2 or such
                              other resolutions put to the meeting (or at any
                              adjournment of such a meeting) by the Security
                              Trustee which are related to, or incidental to,
                              such resolutions; and

                        (ii)  at any meeting convened under clauses 9.6, 9.7 or
                              9.8 to consider such Extraordinary Resolutions as
                              are put to the meeting.

                  (b)   On a show of hands every Voting Secured Creditor who is
                        present in person or by proxy and who has the right to
                        vote shall have one vote.

                  (c)   On a poll every Voting Secured Creditor who is present
                        in person or by proxy and has the right to vote shall
                        have one vote for each $10 (but not a part thereof) of
                        the Secured Moneys that the Voting Secured Creditor
                        holds.

VOTING BY JOINT NOTEHOLDERS

            10.8  In the case of joint holders of a Note, the vote of the senior
                  joint holder who tenders a vote whether in person or by proxy
                  is to be accepted to the exclusion of the votes of the other
                  joint holders and for this purpose seniority is to be
                  determined on the basis of whose name stands first in the
                  Register maintained in accordance with the Master Trust Deed.

VOTING BY CORPORATION

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

VOTING BY PERSON OF UNSOUND MIND

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

OBJECTION TO VOTER'S QUALIFICATION

            10.11 No objection is to be raised to the qualification of any voter
                  except at the meeting or adjourned meeting at which the vote
                  objected to is given or tendered and every vote not disallowed
                  at such meeting shall be valid for all purposes. Any such
                  objection made in due time shall be referred to the chairman
                  of the meeting and his decision shall be final and conclusive.

                                       24
<PAGE>


METHOD OF VOTING

            10.12 On a show of hands and on a poll votes may be given either
                  personally or by proxy and a proxy is to have the same right
                  of audience as a Voting Secured Creditor.

PROXY INSTRUMENT

            10.13 The instrument appointing a proxy must be in writing under the
                  hand of the appointor or of his attorney duly authorised in
                  writing or if the appointor is a corporation either under its
                  common seal or under the hand of an officer or attorney so
                  authorised.

ATTENDANCE AT MEETINGS AND APPOINTMENT OF PROXY

            10.14 Each Voting Secured Creditor is entitled to attend and
                  (subject to clause 10.7) to vote at any meeting of Voting
                  Secured Creditors convened under this deed and is entitled to
                  appoint another person (whether a Voting Secured Creditor or
                  not) as his proxy to attend and vote. Such proxy has the same
                  rights as the Voting Secured Creditor to vote, whether on a
                  poll or on a show of hands, to speak and to be reckoned in a
                  quorum.

VOTING AUTHORITY TO BE DEPOSITED WITH SECURITY TRUSTEE

            10.15 The instrument appointing a proxy and the power of attorney or
                  other authority (if any) under which it is signed or a
                  certified copy of such power or authority must be deposited
                  with the Security Trustee or its duly appointed agent not less
                  than 2 days before the time appointed for holding the meeting
                  or adjourned meeting at which the person named in the
                  instrument proposes to vote and in default the instrument or
                  proxy is invalid. A copy of a proxy (and the authority under
                  which it is signed) sent by fax will be sufficient for the
                  foregoing requirement provided the relevant original or
                  certified copy (in the case of the authority) is received by
                  the Security Trustee prior to the relevant meeting. No
                  instrument appointing a proxy is valid after the expiration of
                  12 months from the date named in it as the date of its
                  execution.

FORM OF PROXY

            10.16 An instrument appointing a proxy may be in the following form
                  or in any other form which the Security Trustee may approve:

                  "I,                                      , of                ,
                  being a Voting Secured Creditor in respect of the [ ] [X]
                  Security Trust appoint of                        (and in his
                  or her absence or if this instrument of proxy is duly
                  completed except as to the name of the proxy, the chairman of
                  the meeting) to vote for me and on my behalf at the meeting of
                  Voting Secured Creditors to be held on the .... day of
                  .......... 20.. and at any adjournment thereof.

                  Signed at              by me this       day of [year]

                  I direct my proxy to vote for/against the proposed
                  resolution.* (In the absence of direction the proxy may vote
                  as he/she thinks fit or abstain from voting.)

                  * If more than one resolution, refer to each separately."

                                       25
<PAGE>


PROXY - EFFECT OF DEATH OR INSANITY

            10.17 A vote given in accordance with the terms of an instrument of
                  proxy is valid notwithstanding the previous death or insanity
                  of the principal or revocation of the proxy or of the
                  authority under which the proxy was executed if no intimation
                  in writing of such death, insanity or revocation has been
                  received by the Security Trustee before the commencement of
                  the meeting or adjourned meeting at which the proxy is used.

DETERMINATION OF VOTING

            10.18 At any meeting of Voting Secured Creditors unless a poll is
                  demanded in accordance with clause 10.6(b) a statement by the
                  chairman that a resolution has been carried or carried by any
                  particular majority or lost or not carried by any particular
                  majority is to be conclusive evidence of the fact.

ADJOURNMENT

            10.19 The chairman may with the consent of a majority of Voting
                  Secured Creditors (present in person or by proxy) at a meeting
                  adjourn that meeting from time to time and from place to
                  place.

EFFECT OF RESOLUTION

            10.20 An Extraordinary Resolution passed at a meeting of Voting
                  Secured Creditors of a Trust duly convened and held in
                  accordance with this clause 10 is binding upon all the Secured
                  Creditors of that Trust whether present or not present at such
                  meeting and each of such Secured Creditors and (subject to
                  clauses 7.15 to 7.17 inclusive) the Security Trustee is bound
                  to give effect to the Extraordinary Resolution provided that a
                  resolution of all Voting Secured Creditors of a Trust which in
                  its terms (or having regard to the terms of this deed) affects
                  a particular Class of Voting Secured Creditors only, or in a
                  manner different to the rights of Voting Secured Creditors
                  generally, is not binding on the Voting Secured Creditors of
                  that particular Class unless the Voting Secured Creditors of
                  that particular Class have, by Extraordinary Resolution or
                  Written Resolution, agreed to be bound thereby. Nothing in
                  this clause 10.20 requires the Security Trustee to do or omit
                  to do any act if, in the opinion of the Security Trustee, this
                  might cause it to breach a law, a Transaction Document, a
                  fiduciary duty or an obligation owed to another person.

MINUTES

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


                                       26
<PAGE>


11    APPOINTMENT OF RECEIVER
------------------------------------------------------------------------------
APPOINTMENT

            11.1  Subject to clause 11.2, if the Voting Secured Creditors of a
                  Trust pass the Extraordinary Resolution referred to in clause
                  9.2(b) or resolve to appoint a receiver or receiver and
                  manager at a meeting convened under clauses 9.6, 9.7 or 9.8,
                  the Security Trustee must (subject to clauses 7.15 to 7.17
                  inclusive) appoint a person or persons as receiver or receiver
                  and manager of the Secured Property of that Trust to deal with
                  that Secured Property in accordance with any reasonable
                  instructions given by the Voting Secured Creditors by
                  Extraordinary Resolution passed at a meeting of the Voting
                  Secured Creditors convened in accordance with this deed and
                  the Security Trustee must fix the remuneration of a Receiver
                  in accordance with the terms of the Extraordinary Resolution
                  passed at any such meeting.

NEW RECEIVER

            11.2  If a Receiver is removed, retires or dies, then the Security
                  Trustee may appoint a new Receiver on substantially the same
                  terms as the previous Receiver.

NO LIABILITY FOR RECEIVER

            11.3  The Security Trustee will not be responsible for anything done
                  or not done by the Receiver. To the extent permitted by law,
                  the Receiver will be the agent of the Issuer Trustee and not
                  the Security Trustee. The Receiver's remuneration and
                  necessary expenses must be paid out of the Secured Property in
                  accordance with this deed.

TWO OR MORE RECEIVERS

            11.4  If 2 or more persons are appointed as Receiver of the same
                  part of the Secured Property, then the Security Trustee may
                  provide that their rights, powers and remedies vest in them
                  jointly and severally, or jointly.

APPOINTMENT OVER PART

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

INDEMNITY TO RECEIVER

            11.6  The Security Trustee may give an indemnity, in such terms as
                  it in its absolute discretion considers appropriate, in favour
                  of a Receiver appointed in accordance with this clause 11. Any
                  indemnity granted to the Receiver by the Security Trustee must
                  be limited so as not to exceed the Security Trustee's right of
                  indemnity out of the relevant Security Trust Fund.

12    POWERS OF RECEIVER
------------------------------------------------------------------------------

            12.1  A Receiver may do all such things as are necessary or
                  expedient to deal with the Secured Property of a Trust as if
                  the Receiver were the absolute and beneficial owner of it. The
                  Receiver may, in addition to powers conferred by statute or by
                  the terms of its appointment, but

                                       27
<PAGE>

                  subject to the Supplemental Deed for that Trust, exercise any
                  or all of the following powers:

                  (a)   (POSSESSION, ETC) enter, take possession of, have access
                        to and make use of that Secured Property as often as the
                        Receiver deems expedient;

                  (b)   (EXERCISE RIGHTS) exercise the rights, powers and
                        remedies of the Issuer Trustee over, in connection with
                        or comprising part of that Secured Property (including,
                        without limitation, collecting in, recovering and suing
                        for that Secured Property);

                  (c)   (MANAGE) manage that Secured Property;

                  (d)   (CARRY ON BUSINESS) carry on any business or pursuit
                        that is within the powers of the Issuer Trustee, and is
                        carried on by the Issuer Trustee at the time the
                        Receiver is appointed;

                  (e)   (SELL) subject to obligations imposed by law, sell or
                        agree to sell that Secured Property on any terms,
                        including, without limitation, the following:

                        (i)   the sale may take place whether or not the
                              Receiver has taken possession of that Secured
                              Property;

                        (ii)  the sale may be by public auction, private treaty
                              or by tender;

                        (iii) the sale may be in one lot or in parcels, and with
                              or without special provisions about title, or
                              time, or mode of payment of purchase money, or
                              otherwise;

                        (iv)  allow the purchase money to remain secured by
                              a mortgage or charge of the Secured Property
                              sold, or secured by other security, or
                              without security, and on any other terms,
                              without being responsible for any resultant
                              loss;

                        (v)   enter into, rescind or vary a contract for sale,
                              and resell without being responsible for loss, and
                              execute assurances of that Secured Property in the
                              name and on behalf of the Issuer Trustee or
                              otherwise; or

                        (vi)  do anything to complete any sale which the
                              Receiver considers desirable, and set aside from
                              the proceeds of sale the amount which the Receiver
                              considers desirable to meet future claims until
                              the possibility of claims being made is ended;

                  (f)   (BENEFIT OF AGREEMENTS) obtain the benefit of any
                        agreement entered into by the Issuer Trustee (including,
                        without limitation, by specific performance), whether or
                        not the agreement is entered into in the exercise of the
                        rights, powers and remedies conferred by this deed;

                                       28
<PAGE>


                  (g)   (PROCEEDINGS) institute, conduct, defend, submit to
                        arbitration, settle, compromise or defer in the name of
                        the Issuer Trustee or otherwise on any terms, any
                        proceeding, claim, question or dispute in connection
                        with that Secured Property or this deed and execute
                        releases or other discharges in connection with them;

                  (h)   (DELEGATE) delegate the Receiver's powers including this
                        power of delegation to any person for any period;

                  (i)   (SURRENDER, ETC) end, surrender, or accept the surrender
                        of a lease or licence of, that Secured Property, and
                        compromise with or make concessions to tenants, lessees
                        or licensees, or agree to do any of these things, for
                        any period and on any terms;

                  (j)   (TRANSFER) surrender or transfer that Secured Property
                        to any person;

                  (k)   (EXCHANGE) exchange that Secured Property with a person
                        for an interest in other property of any tenure (with or
                        without giving or receiving other consideration). The
                        property so acquired may be dealt with by the Receiver
                        as if it were part of that Secured Property and the
                        Receiver may grant a Security Interest over that
                        property for the payment of the Secured Money;

                  (l)   (REMOVE ITEMS) remove personal property from that
                        Secured Property and store that property in the name of
                        the Issuer Trustee without liability for loss or damage
                        suffered by the Issuer Trustee;

                  (m)   (OTHER ACTS) do anything which should have been done by
                        the Issuer Trustee under this deed but which has not
                        been done or which the Receiver considers has not been
                        done properly;

                  (n)   (EMPLOY) employ or engage persons (including, without
                        limitation, employees of the Receiver and consultants
                        and professional advisers) in connection with the powers
                        conferred on the Receiver by this clause 12;

                  (o)   (PROTECT PRIORITY) do or cause to be done anything to
                        protect the priority of this deed in respect of that
                        Secured Property, to protect the Issuer Trustee's or the
                        Security Trustee's or a Secured Creditor's estate or
                        interest in that Secured Property, to enforce this deed,
                        to recover the Secured Money or to protect or enhance
                        that Secured Property;

                  (p)   (BANK ACCOUNTS) operate (to the exclusion of the Issuer
                        Trustee) the bank accounts which form part of that
                        Secured Property;

                                       29
<PAGE>


                  (q)   (INCUR LIABILITIES) expend money or incur liabilities in
                        exercising the powers conferred on the Receiver by this
                        clause 12;

                  (r)   (MASTER TRUST DEED) do anything which the Issuer Trustee
                        is empowered to do under the Master Trust Deed;

                  (s)   (NOTICE) serve notice that the Charge has become fixed
                        on any Relevant Secured Property of the Issuer Trustee;

                  (t)   (AUTHORITY) collect that Secured Property or any part of
                        it; and

                  (u)   (INCIDENTAL) to do anything which is ancillary to, or
                        incidental to, any of the foregoing.

13    POWERS OF SECURITY TRUSTEE AND EXCLUSION OF STATUTORY NOTICES
------------------------------------------------------------------------------
SECURITY TRUSTEE HAS POWERS OF RECEIVER

            13.1  At any time after an Event of Default has occurred in relation
                  to a Trust, the Security Trustee, in addition to powers
                  conferred by other provisions of this deed or by law, may,
                  subject to the provisions of clause 12, exercise any of the
                  powers set out or referred to in clause 12 (each of which is
                  to be construed as if the reference to the Receiver were a
                  reference to the Security Trustee) and whether or not a
                  Receiver has been or could be appointed under this deed.

NO LIABILITY AS MORTGAGEE IN POSSESSION

            13.2  If either the Security Trustee or a Receiver exercises its
                  rights under this deed (including without limitation, under
                  clause 7 or clause 12), exercises its rights conferred by law
                  or takes possession of the Secured Property pursuant to this
                  deed, then neither of them is liable to account as mortgagee
                  in possession.

GIVE UP POSSESSION OF SECURED PROPERTY

            13.3  The Security Trustee may give up possession of the Secured
                  Property of a Trust at any time if the Security Trustee:

                  (a)   believes in good faith that it is in the interests of
                        the Secured Creditors of that Trust to do so; or

                  (b)   reasonably considers that it will, by retaining
                        possession of that Secured Property, incur a liability
                        which is not limited in accordance with clause 25.2.

EXCLUSION OF NOTICES

            13.4  The Security Trustee or a Receiver need not give notice or a
                  demand to the Issuer Trustee or allow time to elapse before
                  exercising a right, power or remedy under this deed or
                  conferred by law, unless notice or demand or a lapse of time
                  is required by a law which cannot be excluded. If the law
                  requires that a period of notice must be given or a lapse of
                  time must occur or be permitted before a right, power or
                  remedy under this deed or conferred by law may be exercised,
                  then:

                                       30
<PAGE>


                  (a)   when a period of notice or lapse of time is mandatory,
                        that period of notice must be given or that lapse of
                        time must occur or be permitted by the Security Trustee
                        or Receiver; or

                  (b)   when the law provides that a period of notice or lapse
                        of time may be stipulated or fixed by this deed, one day
                        is stipulated and fixed as that period of notice or
                        lapse of time and, without limitation, where applicable,
                        one day is stipulated and fixed as the period of notice
                        or lapse of time during which:

                        (i)   default must continue before a notice is given or
                              requirement otherwise made for payment of the
                              Secured Money or the observance of obligations
                              under this deed; and

                        (ii)  a notice or requirement for payment of the Secured
                              Money or the observance of obligations under this
                              deed must remain not complied with before the
                              Security Trustee's or Receiver's rights, powers or
                              remedies may be exercised.

NO DUTY AS CHARGEE

            13.5  Nothing in this deed imposes a duty upon the Security Trustee
                  to exercise its powers as chargee under this clause 13 or at
                  law in circumstances where a motion at a meeting of Voting
                  Secured Creditors that a Receiver be appointed is put and is
                  not passed.

14    COSTS, CHARGES, EXPENSES AND INDEMNITIES
------------------------------------------------------------------------------
INDEMNITY BY ISSUER TRUSTEE

            14.1  Subject to this deed and without prejudice to any right of
                  indemnity given by law, the Security Trustee will be
                  indemnified by the Issuer Trustee against all costs and
                  expenses, and all loss and liability, properly incurred by the
                  Security Trustee and the Receiver (as the case may be) in
                  performing any of their duties or exercising any of their
                  powers under this deed.

EXTENT OF INDEMNITY

            14.2  Without limiting clause 14.1, the Security Trustee in respect
                  of each Security Trust is entitled to be indemnified by the
                  Issuer Trustee of the relevant Trust for:

                  (a)   the costs, charges and expenses (including legal costs
                        and disbursements charged at the usual commercial rates
                        of the relevant legal services provider) of the Security
                        Trustee in connection with the negotiation, preparation,
                        execution, stamping, registration and completion of this
                        deed, any deed amending this deed and the Deed of Charge
                        for that Trust;

                  (b)   the costs, charges and expenses (including legal costs
                        and disbursements charged at the usual commercial rates
                        of the relevant legal services provider) of the Security
                        Trustee in connection with any consent, exercise or
                        non-exercise of rights



                                       31
<PAGE>

                        or powers or performance of obligations (including,
                        without limitation, in connection with the contemplated
                        or actual enforcement or preservation of any rights or
                        powers or performance of obligations under this deed),
                        production of title documents, waiver, variation,
                        release or discharge in connection with the Deed of
                        Charge for that Trust or the Secured Property of that
                        Trust;

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

                  (d)   without limiting the generality of clause 14.2(b), all
                        legal costs and disbursements charged at the usual
                        commercial rates of the relevant legal services provider
                        and all other costs, disbursements, outgoings and
                        expenses of the Security Trustee in connection with the
                        initiation, carriage and settlement of any court
                        proceedings (including, without limitation, proceedings
                        against the Issuer Trustee arising from any fraud,
                        neglect, breach or default by the Issuer Trustee under
                        this deed) in respect of this deed,

                  except to the extent that any such amount is caused or
                  contributed to by the Security Trustee's and Receiver's fraud,
                  negligence or breach of trust. If the Security Trustee is not
                  indemnified for these amounts from the Issuer Trustee within a
                  reasonable period of requesting that indemnification, then the
                  Security Trustee may exercise its rights of indemnity out of
                  the assets of the Security Trust Fund for that amount.

COSTS OF EXPERTS

            14.3  The costs, charges and expenses referred to in clause 14.2
                  include, without limitation, those payable to any independent
                  consultant or other person appointed to evaluate any matter of
                  concern (including any person consulted by the Security
                  Trustee pursuant to clause 7.10), any agent of the Security
                  Trustee, any Receiver or any attorney appointed under this
                  deed, and, in the case of the Security Trustee, its
                  administration costs in connection with any event referred to
                  in clause 14.2.

GST

            14.4  Any amount representing a cost, charge, fee, liability or
                  expense paid to the Security Trustee under this deed will be
                  inclusive of GST. The supplier will provide the recipient any
                  reasonable documentation required for GST purposes so as to
                  enable the recipient to receive an input tax credit or tax
                  refund for GST purposes.

15    APPLICATION OF MONEY
------------------------------------------------------------------------------
APPLICATION

            15.1  To the extent permitted by law, money received in connection
                  with this deed or the Deed of Charge in respect of a Trust is
                  to be applied

                                       32
<PAGE>

                  (after satisfaction of claims taking priority over the Charge
                  of which the Security Trustee has actual notice) in the order
                  set out in the Supplemental Deed for that Trust.

CREDITING

            15.2  In an application of money in accordance with clause 15.1 the
                  parties entitled to payments under that clause are to be
                  credited only with so much of that money as is actually
                  received by the Security Trustee. The credit dates from the
                  time of receipt. This provision applies even if in exercising
                  a power of sale the Security Trustee or a Receiver transfers
                  the Secured Property and takes a Security Interest to secure
                  the unpaid balance of purchase money.

SUSPENSE ACCOUNT

            15.3  If the Security Trustee receives money in connection with this
                  deed and a Security Trust when it considers that an amount
                  will become owing to it under clause 14 at a future date or
                  when part of the Secured Money is contingently owing, then the
                  Security Trustee may deposit an amount not exceeding that
                  amount or part in an interest bearing deposit account
                  repayable on demand which constitutes an Authorised Investment
                  on terms which the Security Trustee thinks fit with any person
                  until that amount or part becomes actually payable or it
                  considers that the amount will not (and no other amount will)
                  become owing to it under clause 14 or until that part no
                  longer falls within the definition of Secured Money, as
                  appropriate. At that time, the Security Trustee may retain for
                  its own account the amount which is then actually payable to
                  it. The balance is to be paid in accordance with clause 15.1.

            15.4  No money received by the Security Trustee on the realisation
                  of the Secured Property in relation to a Trust is payable to
                  any person claiming any amount due in respect of another
                  Trust. The determination by the Security Trustee (advised by
                  the Global Trust Manager) of which property constitutes the
                  Secured Property in relation to a Trust is conclusive in the
                  absence of manifest error.

            15.5  Where any costs, fees, charges, expenses and liabilities
                  of the Security Trustee or a Receiver are referable to
                  more than one Trust, they may be apportioned between
                  those Trusts at the discretion of the Security Trustee
                  (as advised by the Global Trust Manager). Such
                  apportionment by the Security Trustee is conclusive in
                  the absence of manifest error.

            15.6  If for any reason the periodic fees payable to the Global
                  Trust Manager, the Servicer, the Issuer Trustee, the
                  Security Trustee or any other person cannot be allocated
                  to a particular Trust and are therefore required to be
                  allocated between Trusts, those fees shall be allocated
                  on a proportionate basis having regard to the average
                  daily value of the Assets of each of those Trusts.

                                       33
<PAGE>


16    REMUNERATION AND RETIREMENT OF SECURITY TRUSTEE AND DEALINGS WITH
      SECURITY TRUST
------------------------------------------------------------------------------
REMUNERATION

            16.1  The Security Trustee is to receive a fee in an amount and
                  payable at such times and in such manner as may from time to
                  time be agreed between the Global Trust Manager and the Issuer
                  Trustee in respect of each Security Trust.

MANDATORY RETIREMENT

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

                  (a)   the Security Trustee ceases to carry on business in all
                        respects or as a professional trustee;

                  (b)   there is a change in ownership of the Security Trustee
                        of more than 50%;

                  (c)   there is a change in the effective management of the
                        Security Trustee without prior written consent of the
                        Global Trust Manager such that the Security Trustee is
                        in the reasonable opinion of the Global Trust Manager no
                        longer able to fulfil its duties and obligations;

                  (d)   an Insolvency Event occurs in respect of the Security
                        Trustee in its personal capacity (but not in its
                        capacity as trustee of any other trust);

                  (e)   an Extraordinary Resolution requiring the removal of the
                        Security Trustee as trustee of any Security Trust is
                        passed at a meeting of Voting Secured Creditors convened
                        under clauses 9.6, 9.7 or 9.8; or

                  (f)   when required to do so by the Global Trust Manager or
                        the Issuer Trustee by notice in writing, the Security
                        Trustee fails or neglects within 14 days after receipt
                        of such notice to carry out or satisfy any material duty
                        imposed on the Security Trustee in respect of the
                        Security Trust.

REMOVAL BY GLOBAL TRUST MANAGER

            16.3  If the Security Trustee refuses to retire, the Global Trust
                  Manager is entitled to remove the Security Trustee from office
                  immediately by notice in writing if an event referred to in
                  clause 16.2 has occurred. On the retirement or removal of the
                  Security Trustee under the provisions of clause 16.2 or this
                  clause 16.3 the Global Trust Manager, subject to any approval
                  required by law, is entitled to and must use its best
                  endeavours to appoint in writing some other person whose
                  appointment will not have an Adverse Rating Effect.

VOLUNTARY RETIREMENT

            16.4  Subject to the appointment of a new Security Trustee, the
                  Security Trustee may retire as trustee under this deed upon
                  giving not more than 90 days' and not less than 30 days'
                  notice in writing to the Issuer Trustee and the Global Trust
                  Manager (or such other time as the

                                       34
<PAGE>

                  Global Trust Manager, the Issuer Trustee and the Security
                  Trustee agree). Subject to any approval required by law, the
                  Security Trustee may appoint in writing as the replacement any
                  other person who is approved by the Global Trust Manager (such
                  approval not to be unreasonably withheld) and whose
                  appointment each Current Rating Agency confirms will not cause
                  an Adverse Rating Effect. If the Security Trustee does not
                  propose a replacement in the notice given by the Security
                  Trustee under this clause or by the date which is 30 days
                  prior to the date of the Security Trustee's proposed
                  retirement, as the case may be, the Global Trust Manager must
                  appoint a new security trustee as of the date of the proposed
                  retirement.

APPOINTMENT OF NEW SECURITY TRUSTEE BY VOTING SECURED CREDITORS

            16.5  If a new security trustee has not been appointed under clauses
                  16.3 or 16.4 at a time when the position of security trustee
                  becomes vacant in accordance with those clauses, the Global
                  Trust Manager must act as security trustee in accordance and
                  subject to the protections contained in this deed and must
                  promptly convene a meeting of the Voting Secured Creditors of
                  all Trusts at which Voting Secured Creditors, holding or who
                  are owed between them an amount which is not less than 75% of
                  the Secured Money at the time, appoint any person nominated by
                  any of them to act as security trustee.

RELEASE OF SECURITY TRUSTEE

            16.6  Upon retirement or removal of the Security Trustee, the
                  Security Trustee is released from all obligations under this
                  deed arising after the date of the retirement or removal
                  except for its obligation to vest each Security Trust Fund in
                  the new security trustee and to deliver all books and records
                  relating to the Security Trust to the new security trustee (at
                  the cost of each Security Trust Fund). The Global Trust
                  Manager and the Issuer Trustee may settle with the Security
                  Trustee the amount of any sums payable by the Security Trustee
                  to the Global Trust Manager or the Issuer Trustee or by the
                  Global Trust Manager or the Issuer Trustee to the Security
                  Trustee and may give to or accept from the Security Trustee a
                  discharge in respect of those sums which will be conclusive
                  and binding as between the Global Trust Manager, the Issuer
                  Trustee and the Security Trustee but not as between the
                  Security Trustee and the Voting Secured Creditors. The
                  removal, retirement or discharge of the Security Trustee will
                  not affect the rights or indemnities available to it under
                  this deed or at law in relation to the performance and
                  exercise by the Security Trustee of its obligations and powers
                  as Security Trustee.

VESTING OF SECURITY TRUST FUND IN NEW SECURITY TRUSTEE

            16.7  The Security Trustee, on its retirement or removal, must vest
                  each Security Trust Fund of the relevant Security Trusts or
                  cause it (or them) to be vested in the new security trustee
                  and must deliver and assign to such new security trustee as
                  appropriate all books, documents, records and other property
                  whatsoever relating to the Security Trust Fund or Security
                  Trust Funds. Except on removal, the Security Trustee may make
                  it a condition of vesting property in the new security trustee
                  that all liabilities of the retiring

                                       35
<PAGE>

                  security trustee for which it is entitled to be indemnified
                  and for which the retiring security trustee considers it is
                  personally liable are first satisfied or provided for to the
                  reasonable satisfaction of the retiring security trustee.

NEW SECURITY TRUSTEE TO EXECUTE DEED

            16.8  Each new security trustee must upon its appointment execute a
                  deed in such form as the Global Trust Manager may require
                  whereby such new security trustee must undertake to the
                  relevant Voting Secured Creditors jointly and severally to be
                  bound by all the covenants on the part of the Security Trustee
                  under this deed from the date of such appointment. Any
                  appointment of a new security trustee has no effect until such
                  a deed is executed by the new security trustee.

SECURITY TRUSTEE FURTHER ASSURANCE

            16.9  The Security Trustee must do all such things and execute all
                  such documents which are necessary or appropriate for the new
                  security trustee to obtain the benefit of this deed.

DEALINGS WITH TRUST

            16.10 None of the:

                  (a)   Security Trustee;

                  (b)   Related Entities of the Security Trustee;

                  (c)   directors or officers of the Security Trustee or its
                        Related Entities; or

                  (d)   shareholders of the Security Trustee or its Related
                        Entities,

                  is prohibited from:

                        (i)   subscribing for, purchasing, holding, dealing in
                              or disposing of Notes;

                        (ii)  at any time:

                             (A)   contracting with;

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

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

                                   any other of them, the Issuer Trustee (and
                                   its Related Entities), the Global Trust
                                   Manager (and its Related Entities) or any
                                   Secured Creditor;

                       (iii) being interested in any contract or transaction
                             referred to in paragraph (ii); or

                       (iv)  doing anything it could do if the Security Trustee
                             and the Issuer Trustee were not parties to this
                             deed.

                                       36
<PAGE>


                  None of the persons mentioned is liable to account to the
                  Voting Secured Creditors for any profits or benefits
                  (including, without limitation, bank charges, commission,
                  exchange brokerage and fees) derived in connection with
                  anything referred to in paragraph (i) to (iv).

                  The preceding provisions of this clause 16.10 only apply if
                  the Security Trustee, in connection with the action, contract
                  or transaction, acts in good faith to all Voting Secured
                  Creditors.

                  Without limiting the rest of this clause 16.10, the Security
                  Trustee and any Related Entity of the Security Trustee may
                  perform different roles in connection with the Transaction
                  Documents, including roles as issuer trustee, security
                  trustee, registrar, paying agent, beneficiary, and
                  notwithstanding that interests or duties of the Related Entity
                  of the Security Trustee in respect of those roles may conflict
                  with interests or duties of the Security Trustee or the
                  interests of any Secured Creditor of a Trust. The Security
                  Trustee and each Related Entity of the Security Trustee will
                  have no liability to any person for assuming different roles
                  or for any use, non-use or communication of any information as
                  contemplated by this deed and the Transaction Documents. This
                  paragraph is subject to the requirement that the Security
                  Trustee and each relevant Related Entity of the Security
                  Trustee acts in good faith without fraud, negligence or breach
                  of trust regarding the Voting Secured Creditors of each Trust
                  in exercising any powers or rights or taking any action of the
                  kind permitted under this clause.

            16.11 The Security Trustee will bear the reasonable costs of its
                  removal if it is removed because of an Insolvency Event. The
                  Security Trustee will indemnify the Global Trust Manager and
                  each Trust for these costs. These costs are not payable out of
                  the Assets of a Trust.

17    PRESERVATION OF SECURITY TRUSTEE'S RIGHTS
------------------------------------------------------------------------------
LIABILITIES OF ISSUER TRUSTEE NOT AFFECTED

            17.1  The liabilities under this deed of the Issuer Trustee and the
                  rights under this deed of the Security Trustee, a Receiver or
                  an attorney appointed under this deed are not affected by
                  anything which might otherwise affect them at law or in equity
                  including, without limitation, one or more of the following
                  (whether occurring with or without the consent of a person):

                  (a)   the Security Trustee or another person granting time or
                        other indulgence (with or without the imposition of an
                        additional burden) to, compounding or compromising with,
                        or wholly or partially releasing the Issuer Trustee or
                        another person in any way;

                  (b)   laches, acquiescence, delay, acts, omissions or mistakes
                        on the part of the Security Trustee or another person or
                        both the Security Trustee and another person;


                                       37
<PAGE>


                  (c)   any variation or novation of a right of the Security
                        Trustee or another person, or material alteration of a
                        document, in respect of the Issuer Trustee or another
                        person including, without limitation, an increase in the
                        limit of or other variation in connection with the
                        Secured Money;

                  (d)   the transaction of business, expressly or impliedly,
                        with, for or at the request of the Issuer Trustee or
                        another person;

                  (e)   a change in the legal capacity, rights or obligations of
                        a person;

                  (f)   the fact that a person is a trustee, nominee, joint
                        owner, joint venturer or a member of a partnership, firm
                        or association;

                  (g)   a judgment against the Issuer Trustee or another person;

                  (h)   any part of the Secured Money being irrecoverable;

                  (i)   an assignment of rights in connection with the Secured
                        Money;

                  (j)   the acceptance of repudiation or other termination in
                        connection with the Secured Money;

                  (k)   without limiting the provisions of the Transaction
                        Documents, the invalidity or irregularity in the
                        execution of this deed by the Issuer Trustee or any
                        other person or any deficiency in the powers of the
                        Issuer Trustee or any other person to enter into or
                        observe its obligations under this deed; or

                  (l)   any obligation of the Issuer Trustee or any other person
                        being discharged by operation of law or otherwise.

CONTINUING SECURITY

            17.2  This deed is a continuing security despite any intervening
                  payment, settlement of account or other thing until a release
                  has been executed and given to the Issuer Trustee.

OTHER RIGHTS UNAFFECTED

            17.3  Except as expressly limited under this deed, this deed does
                  not otherwise affect any other right, power or remedy of a
                  Secured Creditor at law or in equity.

PURCHASER FROM SECURITY TRUSTEE

            17.4  A purchaser from or other person dealing with the Security
                  Trustee, or any Receiver, or any attorney appointed under this
                  deed or a person to whom is tendered for registration an
                  instrument duly executed by any of them need not inquire:

                  (a)   whether the Secured Money is in fact owing or payable;

                  (b)   whether default has occurred;

                  (c)   whether a right, power or remedy which they have
                        exercised or purported to exercise has been properly
                        exercised;

                                       38
<PAGE>


                  (d)   whether a Receiver has been properly appointed; or

                  (e)   about any other thing in connection with the exercise or
                        purported exercise of a right, power or remedy.

                  The title of any person relying on this clause is not affected
                  by express or constructive notice of anything in connection
                  with the matters referred to in clauses 17.4(a) to (e)
                  (inclusive).

18    POWER OF ATTORNEY
------------------------------------------------------------------------------
ATTORNEY OF ISSUER TRUSTEE

            18.1  The Issuer Trustee, in respect of each Trust, irrevocably
                  appoints the Security Trustee, each Authorised Person of the
                  Security Trustee, and each Receiver severally its attorneys.

ATTORNEY'S POWERS

            18.2  Upon the occurrence of an Event of Default in relation to a
                  Trust, each attorney may:

                  (a)   in the name of the Issuer Trustee (in its capacity as
                        trustee of that Trust) or the attorney do anything which
                        the Issuer Trustee (in its capacity as trustee of that
                        Trust) may lawfully authorise an attorney to do in
                        connection with this deed or the Secured Property of
                        that Trust or which in the attorney's opinion is
                        necessary or expedient to give effect to any right,
                        power or remedy conferred on the Security Trustee or a
                        Receiver by this deed, by law or otherwise, (including,
                        without limitation, executing deeds and instituting,
                        conducting and defending legal proceedings);

                  (b)   delegate such of its powers (including, and where
                        applicable, this power of delegation) as it would be
                        entitled to delegate under clause 7.23 if it held those
                        powers in its own right rather than as attorney of the
                        Issuer Trustee (in its capacity as trustee of the Trust)
                        to any person for any period and may revoke a
                        delegation; and

                  (c)   exercise or concur in exercising its powers even if the
                        attorney has a conflict of duty in exercising its powers
                        or has a direct or personal interest in the means or
                        result of that exercise of powers.

RATIFICATION BY ISSUER TRUSTEE

            18.3  The Issuer Trustee agrees to ratify anything done by an
                  attorney or its delegate in accordance with clause 18.2.

19    NOTICES
------------------------------------------------------------------------------
FORM

            19.1  A notice, approval, consent or other communication in
                  connection with this deed:


                                       39
<PAGE>


                  (a)   may be given by an Authorised Person of the relevant
                        party; and

                  (b)   must be in writing; and

                  (c)   must be left at the address of the addressee, or sent by
                        prepaid ordinary post (airmail if posted to or from a
                        place outside Australia) to the address of the addressee
                        or sent by facsimile to the facsimile number of the
                        addressee, or sent by e-mail to the e-mail address of
                        the addressee set out below or which is notified to the
                        parties from time to time after execution of this deed.

                        ISSUER TRUSTEE

                        Address:   Level 3
                                   39 Hunter Street
                                   Sydney NSW 2000
                        Facsimile: (61 2) 9221 7870
                        Attention: Manager, Securitisation

                        E-mail:    as notified from time to time

                        SECURITY TRUSTEE

                        Address:   Level 7
                                   1 Castlereagh Street
                                   Sydney   NSW   2000
                       Facsimile:  (61 2) 9229 9009
                       Attention:  Manager, Securitisation

                       E-mail:     as notified from time to time

                       GLOBAL TRUST MANAGER

                       Address:    7301 Baymeadows Way
                                   Jacksonville.  Florida   USA
                       Facsimile:  904 281 3062
                       Attention:  General Counsel

                       E-mail:     rjjacobs@homeside.com

                       NOTE TRUSTEE

                       Address:    101 Barclay Street, 21W
                                   New York, New York 10286 USA
                       Facsimile:  (212) 815 3522
                       Attention:  Global Structured Products Unit

                       E-mail:     as notified from time to time

TIME EFFECTIVE

            19.2  Unless a later time is specified in it a notice, approval,
                  consent or other communication takes effect from the time it
                  is received.

                                       40
<PAGE>


RECEIPT

            19.3  A letter, facsimile or e-mail is taken to be received:

                  (a)   in the case of a posted letter, on the third (seventh,
                        if posted to or from a place outside Australia) day
                        after posting;

                  (b)   in the case of a facsimile, on production of a
                        transmission report by the machine from which the
                        facsimile was sent which indicates that the facsimile
                        was sent in its entirety to the facsimile number of the
                        recipient notified for the purpose of this clause; and

                  (c)   in the case of an e-mail, on receipt by the sender of an
                        e-mail from the recipient stating that the e-mail was
                        delivered in its entirety and the contents and
                        attachments of the e-mail have been received.

                  However, if the time of deemed receipt of any notice is not
                  before 4.00pm local time on a Business Day at the address of
                  the recipient, it is deemed to have been received at the
                  commencement of business on the next Business Day.

            19.4  All notices with respect to the Secured Creditors are valid if
                  despatched by prepaid ordinary post (airmail if posted to a
                  place outside Australia) to the Secured Creditors at their
                  registered office (or, in the case of Noteholders holding
                  Registered Notes, to the address specified in the Register
                  and, in the case of joint holders, to the person whose name
                  first appears in the Register) or, in the case of the owners
                  of Bearer Notes, any notice will be effectively given if it is
                  given to the Note Trustee in accordance with this clause and
                  in the manner contemplated by the relevant Note Trust Deed and
                  the terms and conditions of issue (if any) of the relevant
                  Bearer Notes. Such notice is taken to be received on the third
                  (seventh, if posted to a place outside Australia) day after
                  posting.

20    RELEASE AND ASSIGNMENT
------------------------------------------------------------------------------
RELEASE

            20.1  (a)   The Security Trustee agrees to execute a release of the
                        Secured Property of a Trust from the relevant Charge at
                        the request of the Issuer Trustee and the Global Trust
                        Manager of the relevant Trust on the earlier to occur of
                        the full and final payment of all of the Secured Money
                        of that Trust and the termination of the Trust.

                  (b)   The Security Trustee agrees to execute a release of any
                        part of the Security Property of a Trust from the
                        relevant Charge if such a release is permitted under the
                        Transaction Documents for that Trust.

ASSIGNMENT

            20.2  The Issuer Trustee of a Trust may not create or allow to exist
                  a Security Interest over an interest in this deed or assign or
                  otherwise

                                       41
<PAGE>


                  dispose of or deal with its rights under this deed otherwise
                  than in accordance with the Master Trust Deed or the relevant
                  Supplemental Deed.

21    MISCELLANEOUS
------------------------------------------------------------------------------
CERTIFICATE

            21.1  A certificate signed by the Security Trustee or its solicitors
                  about a matter or about a sum payable to the Security Trustee
                  in connection with this deed or a Deed of Charge is sufficient
                  evidence of the matter or sum stated in the certificate unless
                  the matter or sum is proved to be false.

EXERCISE OF RIGHTS

            21.2  The Security Trustee, a Receiver or an attorney appointed
                  under this deed may exercise a right, power or remedy at its
                  discretion, and separately or concurrently with another right,
                  power or remedy. A single or partial exercise of a right,
                  power or remedy by the person does not prevent a further
                  exercise of that or an exercise of any other right, power or
                  remedy. Failure by the person to exercise or delay in
                  exercising a right, power or remedy does not prevent its
                  exercise. The person with the right, power or remedy is not
                  liable for any loss caused by its exercise, attempted
                  exercise, failure to exercise or delay in exercising it except
                  in the case of its fraud or wilful default or, in the case of
                  the Security Trustee, negligence, fraud or breach of trust.

WAIVER AND VARIATION

            21.3  Subject to clause 9.5, a provision of or a right created under
                  this deed may not be waived or varied except in writing signed
                  by the party or parties to be bound.

SUPERVENING LEGISLATION

            21.4  Any present or future legislation which operates to vary the
                  obligations of the Security Trustee in connection with this
                  deed, the Secured Money or the Secured Property with the
                  result that the Security Trustee's rights, powers or remedies
                  are adversely affected (including, without limitation, by way
                  of delay or postponement) is excluded except to the extent
                  that its exclusion is prohibited or rendered ineffective by
                  law.

APPROVALS AND CONSENT

            21.5  The Security Trustee, a Receiver or an attorney appointed
                  under this deed may give conditionally or unconditionally or
                  withhold its approval or consent in its absolute discretion,
                  unless this deed expressly provides otherwise.

REMEDIES CUMULATIVE

            21.6  The rights, powers and remedies provided in this deed are
                  cumulative with and not exclusive of the rights, powers or
                  remedies provided by law independently of this deed.


                                       42
<PAGE>

INDEMNITIES

            21.7  Each indemnity in this deed is a continuing obligation,
                  separate and independent from the other obligations of the
                  Security Trustee and survives termination of this deed. It is
                  not necessary for the Security Trustee to incur expense or
                  make payment before enforcing a right of indemnity conferred
                  by this deed.

TIME OF THE ESSENCE

            21.8  Time is of the essence in this deed in respect of an
                  obligation of the Security Trustee to pay money.

RECEIPTS

            21.9  The receipt of a Receiver, or an Authorised Person of the
                  Security Trustee, releases the person paying money to the
                  Receiver or the Security Trustee in connection with this deed
                  from:

                  (a)   liability to enquire whether the Secured Money has
                        become payable;

                  (b)   liability for the money paid or expressed to be
                        received; and

                  (c)   being concerned to see to its application or being
                        answerable or accountable for its loss or
                        misapplication.

ACKNOWLEDGMENT

            21.10 The parties acknowledge and agree that the Issuer Trustee and
                  the Global Trust Manager in exercising their powers and
                  discretions under this deed, and in performing their
                  obligations under this deed, must act in accordance with their
                  duties and obligations under this deed, the Deed of Charge in
                  respect of each Trust, the Master Trust Deed and the
                  Supplemental Deed in respect of each Trust and may exercise
                  such powers and discretions as provided in this deed, the Deed
                  of Charge in respect of each Trust, the Master Trust Deed and
                  the Supplemental Deed in respect of each Trust and (without
                  limitation) in forming any opinion may obtain and act upon the
                  advice of persons who are not parties to this deed.

            21.11 The parties acknowledge that they are bound by the terms of
                  this deed, the Master Trust Deed, the Deed of Charge in
                  respect of each Trust and the Supplemental Deed in respect of
                  each Trust.

22    AMENDMENT TO MASTER SECURITY TRUST DEED AND DEED OF CHARGE
------------------------------------------------------------------------------
AMENDMENTS

            22.1  Subject to this clause 22.1 and to any approval required by
                  law (including, without limitation, under the TIA) and by
                  clause 22.2, and provided that 10 Business Days prior notice
                  of the proposed amendment has been given to the Security
                  Trustee and the Current Rating Agency, the Issuer Trustee, the
                  Global Trust Manager, the Security Trustee and the Note
                  Trustee by deed may amend, add to or revoke any provision of
                  this deed (including this clause 22.1) as it applies to any
                  Security Trust or any provision of any Deed of Charge for the
                  Security Trust if the amendment, addition or revocation:


                                       43
<PAGE>


                  (a)   in the opinion of the Security Trustee or of a barrister
                        or solicitor instructed by the Security Trustee is
                        necessary or expedient to comply with or be consistent
                        with the provisions of any statute, ordinance,
                        regulation or by-law or with the requirement of any
                        statutory authority;

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

                  (c)   in the opinion of the Security Trustee or the Global
                        Trust Manager will enable the provisions of this deed or
                        the Deed of Charge to be more conveniently,
                        advantageously, profitably or economically administered;

                  (d)   in the opinion of the Security Trustee or the Global
                        Trust Manager is otherwise desirable for any reason; or

                  (e)   is considered by the Security Trustee not to be
                        materially prejudicial to the interests of the Voting
                        Secured Creditors as a whole or the interests of any
                        individual Voting Secured Creditors or group of Voting
                        Secured Creditors.

CONSENT REQUIRED

            22.2  If in the reasonable opinion of the Security Trustee any
                  amendment, addition or revocation referred to in clause
                  22.1(c) or clause 22.1(d) will be or is likely to become
                  prejudicial to the interests of Voting Secured Creditors of a
                  particular class in respect of the Security Trust or to the
                  interests of all Voting Secured Creditors in respect of the
                  Security Trust, the amendment, addition or revocation may be
                  effected only if in accordance with clause 22.3 or 22.4 (as
                  the case may be).

AMENDMENTS PREJUDICIAL TO VOTING SECURED CREDITORS OF A CLASS

            22.3  Subject to clause 22.4, if in the opinion of the Security
                  Trustee any amendment, addition or revocation referred to in
                  clause 22.1(c) or clause 22.1(d) will be or is likely to
                  become prejudicial to the interests of Voting Secured
                  Creditors of a particular class, the amendment, addition or
                  revocation may only be effected if the relevant Voting Secured
                  Creditors pass an Extraordinary Resolution approving such
                  amendment, addition or revocation in accordance with clause
                  10.

AMENDMENTS PREJUDICIAL TO ALL VOTING SECURED CREDITORS

            22.4  If in the opinion of the Security Trustee, any amendment,
                  addition or revocation referred to in clause 22.1(c) or clause
                  22.1(d) will be or is likely to become prejudicial to the
                  interests of all Voting Secured Creditors in respect of the
                  Security Trust:

                  (a)   the amendment, addition or revocation may only be
                        effected if the relevant Voting Secured Creditors pass
                        an Extraordinary Resolution approving such amendment,
                        addition or revocation in accordance with clause 10; and

                                       44
<PAGE>


                  (b)   there will not be a separate Extraordinary Resolution
                        required for each class of Voting Secured Creditors
                        pursuant to clause 22.3.

CONSENT TO PAYMENT MODIFICATION IN RELATION TO NOTES

            22.5  If any alteration, addition or revocation referred to in
                  clause 22 effects or purports to effect a Payment Modification
                  it will not be effective as against a given Noteholder unless
                  consented to by that Noteholder.

            22.6  The Security Trustee will be entitled to assume that any
                  proposed alteration, addition or revocation referred to in
                  clause 22 (other than a Payment Modification) will not be
                  materially prejudicial to the interests of a Class of
                  Noteholders or all Noteholders if each of the Current Rating
                  Agencies confirms in writing that if the alteration, addition
                  or revocation is effected this will not lead to a reduction,
                  qualification or withdrawal of the then rating given,
                  respectively, to the Class of Notes, or to each Class of
                  Notes, by the Current Rating Agency.

UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST

            22.7  Notwithstanding any other provision of this deed, any
                  Noteholder shall have the right, which is absolute and
                  unconditional, to receive payment of the principal of and
                  interest, if any, on each Note held by it on or after the
                  respective due dates thereof expressed in such Note or in this
                  deed or to institute suit for the enforcement of any such
                  payment if and to the extent that the institution or
                  prosecution thereof or the entry of judgment therein would,
                  under applicable law, result in the surrender, impairment,
                  waiver, or loss of the Security Interest created by this deed
                  and each Deed of Charge upon any property subject to such
                  Security Interest, and such right shall not be impaired
                  without the consent of such Noteholder, except to the extent
                  that the Transaction Documents contain provisions limiting or
                  denying the right of any Noteholder to institute any such
                  suit.

23    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
------------------------------------------------------------------------------
GOVERNING LAW

            23.1  This deed and each Security Trust are governed by the law in
                  force in the Australian Capital Territory and the rights,
                  liabilities and obligations of the Issuer Trustee, Security
                  Trustee, Global Trust Manager, the Note Trustee, the
                  Unitholders and the Secured Creditors are governed by the laws
                  in force in the Australian Capital Territory.

NON-EXCLUSIVE JURISDICTION

            23.2  Each party irrevocably and unconditionally submits to the
                  non-exclusive jurisdiction of the courts of the Australian
                  Capital Territory and courts of appeal from them. Each party
                  waives any right it has to object to an action being brought
                  in those courts including, without


                                       45
<PAGE>

                  limitation, by claiming that the action has been brought in an
                  inconvenient forum or that those courts do not have
                  jurisdiction.

SERVICE OF PROCESS

            23.3  Without preventing any other mode of service, any document in
                  an action (including, without limitation, any writ of summons
                  or other originating process or any third or other party
                  notice) may be served on any party by being delivered to or
                  left for that party at its address for service of notices
                  under clause 19.

24    COUNTERPARTS
------------------------------------------------------------------------------

                  This deed may consist of a number of counterparts and the
                  counterparts taken together constitute one and the same
                  instrument.

25    LIMITED RECOURSE
------------------------------------------------------------------------------

            25.1  Clause 2 of the Definitions Schedule applies to this deed as
                  if set out in full in it (with any consequential changes as
                  are necessary to give effect to that clause in this deed).

SECURITY TRUSTEE LIABILITY

            25.2  Notwithstanding any other provision of this deed, the Security
                  Trustee will have no liability under or in connection with
                  this deed, a Security Trust, or any other Transaction Document
                  (whether to the Voting Secured Creditors, the Issuer Trustee,
                  the Global Trust Manager or any other person) other than to
                  the extent to which the liability is able to be satisfied in
                  accordance with this deed out of the property of the Security
                  Trust Fund of the Security Trust from which the Security
                  Trustee is actually indemnified for the liability. This
                  limitation will not apply to a liability of the Security
                  Trustee to the extent that it is not satisfied because, under
                  this deed or by operation of law, there is a reduction in the
                  extent of the Security Trustee's indemnification out of the
                  relevant Security Trust Fund as a result of the Security
                  Trustee's fraud, negligence or breach of trust. Nothing in
                  this clause 25.2 or any similar provision in any other
                  Transaction Document limits or adversely affects the powers of
                  the Security Trustee, any Receiver or attorney in respect of
                  any Security Trust Deed or any Secured Property.

26    RELEVANT NOTE TRUSTEE
------------------------------------------------------------------------------
CAPACITY

            26.1  The Note Trustee is a party to this deed in its capacity as
                  trustee from time to time for the Bearer Noteholders of each
                  Trust which are issued with the benefit of a Note Trust Deed
                  in respect of such Trust (under the relevant Note Trust Deed
                  for each such Trust) in respect of which the Supplemental Deed
                  for that Trust specifies that this deed, and the role of the
                  Note Trustee, is to apply to that Trust.

                                       46
<PAGE>


EXERCISE OF RIGHTS

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

                  (a)   (ONLY BY NOTE TRUSTEE): the rights, remedies and
                        discretions of the relevant Bearer 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 relevant Note Trustee on
                        behalf of the relevant Bearer Noteholders in accordance
                        with the relevant Note Trust Deed; and

                  (b)   (LIMITED RIGHT OF ENFORCEMENT BY BEARER NOTEHOLDERS):
                        the relevant Bearer Noteholders may only exercise
                        enforcement rights in respect of the Secured Property
                        through the relevant Note Trustee and only in accordance
                        with this deed.

INSTRUCTIONS OR DIRECTIONS

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

VOTING AT MEETINGS

            26.4  If the Note Trustee in respect of a Trust is entitled under
                  this deed to vote at any meeting of the Secured Creditors or
                  Voting Secured Creditors of that Trust on behalf of the Bearer
                  Noteholders of that Trust, the Note Trustee must vote in
                  accordance, where applicable, with the directions of the
                  Bearer Noteholders of that Trust in accordance with the Note
                  Trust Deed and otherwise in its absolute discretion.

PAYMENTS

            26.5  Any payment to be made to a Bearer Noteholder under this deed
                  may be made to the relevant Note Trustee or a Paying Agent on
                  behalf of that Bearer Noteholder.

NOTICES

            26.6  Any notice to be given to a Bearer Noteholder under this deed
                  may be given to the relevant Note Trustee on behalf of that
                  Bearer Noteholder. Any costs to the relevant Note Trustee of
                  publishing such notice to the Bearer Noteholders will, subject
                  to this deed, be reimbursed by the Issuer Trustee to the
                  relevant Note Trustee.

LIMITATION OF RELEVANT NOTE TRUSTEE'S LIABILITY

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

                                       47
<PAGE>


EXECUTED as a deed in the Australian Capital Territory.


                                       48
<PAGE>



EXECUTION PAGE
------------------------------------------------------------------------------

SIGNED, SEALED AND DELIVERED        )
by                                  )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED under power of      )
attorney dated                      )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney




SIGNED, SEALED AND DELIVERED        )
by                                  )
as attorney for P.T. LIMITED under  )
power of attorney dated             )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney






                                       49
<PAGE>


SIGNED by                           )
                                    )
                                    )
on behalf of and SEALED AND         )
DELIVERED by HOMESIDE               )
GLOBAL TRUST MANAGER, INC           )
in the presence of:                 )
                                    )
                                    )
--------------------------------    )
Signature of witness                )
                                    )
--------------------------------    )
Name of witness (block letters)     )
                                    )
--------------------------------    )
Address of witness                  )      ------------------------------------
                                    )      By executing this deed the signatory
--------------------------------    )      states that the signatory has
Occupation of witness               )      received no notice of revocation of
                                    )      the authority pursuant to which they
                                    )      execute this deed



SIGNED, SEALED AND DELIVERED        )
by                                  )
as authorised signatory for THE     )
BANK OF NEW YORK, NEW YORK BRANCH   )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )      ................................
                                    )      By executing this deed the
 ................................    )      signatory states that signatory
Address of witness                  )      has received no notice of
                                    )      revocation of the authority under
 ................................    )      which this deed is signed, sealed
Occupation of witness               )      and delivered




                                       50
<PAGE>


CONTENTS                HOMESIDE MORTGAGE SECURITIES TRUSTS
                           MASTER SECURITY TRUST DEED
------------------------------------------------------------------------------



                       1     INTERPRETATION                                  1

                             Definitions Schedule                            2
                             Miscellaneous                                   2

                       2     DECLARATION OF SECURITY TRUST                   2

                             Declaration of Security Trust                   2
                             Commencement and Termination                    2
                             Name of Security Trust                          2
                             Rights of Secured Creditors                     3

                       3     PAYMENTS                                        3

                             Payment to Security Trustee                     3
                             Discharge by Payment to Secured Creditors       4
                             Election by Security Trustee                    4

                       4     COVENANTS BY ISSUER TRUSTEE                     4

                             General Covenants                               4
                             Covenants in respect of Secured Property        5
                             Global Trust Manager Undertakings               6

                       5     FURTHER ASSURANCES                              7

                             Issuer Trustee Assurances                       7
                             Completion of Instruments                       7
                             Registration of Charge                          7

                       6     REPRESENTATIONS AND WARRANTIES                  7

                             Global Trust Manager representation and
                               warranties                                    8

                       7     GENERAL POWERS, RIGHTS AND RESPONSIBILITIES     8

                             Power to Invest                                 8
                             Other Powers                                    9
                             Discretion of Security Trustee as to
                               Exercise of Powers                            9
                             Limitation on Security Trustee's Actions        9
                             Limitations on Security Trustee's
                               Responsibility                                9
                             No Liability                                   10
                             Security Trustee not responsible for
                               monitoring                                   11
                             Security Trustee's Further Duties              12
                             Acceptance of Certificates etc.                12
                             Act on Opinion of Experts                      13
                             Right to Rectify                               13
                             Consent to Dealings                            13
                             Ascertain Event of Default                     13
                             No duty to investigate                         14
                             Liability must be limited                      14
                             Not use own funds                              14
                             Cover for costs                                14
                             Receipt of instructions                        15
                             Dispute or ambiguity                           15
                             No liability for documents                     15
<PAGE>


                             Conflict of duty                               16
                             Indemnity                                      16
                             Delegation                                     16
                             No Liability                                   17

                       8     CRYSTALLISATION OF FLOATING CHARGE             17

                             Crystallisation                                17
                             Replacement of fixed charge with
                             floating charge                                18
                             Subsequent dealing                             18
                             Further charge                                 19

                       9     SECURITY TRUSTEE TO CONVENE MEETINGS           19

                             Convene Meetings                               19
                             Extraordinary Resolutions                      19
                             Notice                                         20
                             No obligation to appoint Receiver              20
                             Waiver of Event of Default                     20
                             Meetings                                       20
                             Global Trust Manager convenes meeting          20
                             Secured Creditors convene meeting              21
                             Notice of Event of Default                     21
                             Notice of action to remedy Event of Default    21
                             Limitation on rights of Secured Creditors      21

                       10    MEETING OF VOTING SECURED CREDITORS            21

                             Notice of Meeting                              21
                             Advertisement of Meeting in Newspaper          22
                             Quorum                                         23
                             Quorum at Adjourned Meeting                    23
                             Chairman                                       23
                             Voting                                         23
                             Votes                                          24
                             Voting by Joint Noteholders                    24
                             Voting by Corporation                          24
                             Voting by Person of Unsound Mind               24
                             Objection to Voter's Qualification             24
                             Method of Voting                               25
                             Proxy Instrument                               25
                             Attendance at Meetings and Appointment of
                             Proxy                                          25
                             Voting Authority to be Deposited with
                               Security Trustee                             25
                             Form of Proxy                                  25
                             Proxy - Effect of Death or Insanity            26
                             Determination of Voting                        26
                             Adjournment                                    26
                             Effect of Resolution                           26
                             Minutes                                        26

                       11    APPOINTMENT OF RECEIVER                        27

                             Appointment                                    27
                             New Receiver                                   27
                             No Liability for Receiver                      27
                             Two or more Receivers                          27
                             Appointment over part                          27
                             Indemnity to Receiver                          27
<PAGE>

                       12    POWERS OF RECEIVER                             28


                       13    POWERS OF SECURITY TRUSTEE AND EXCLUSION OF
                             STATUTORY NOTICES                              30

                             Security Trustee has powers of Receiver        30
                             No liability as mortgagee in possession        30
                             Give up possession of Secured Property         30
                             Exclusion of notices                           30
                             No duty as chargee                             31

                       14    COSTS, CHARGES, EXPENSES AND INDEMNITIES       31

                             Indemnity by Issuer Trustee                    31
                             Extent of Indemnity                            31
                             Costs of experts                               32
                             GST                                            32

                       15    APPLICATION OF MONEY                           33

                             Application                                    33
                             Crediting                                      33
                             Suspense account                               33

                       16    REMUNERATION AND RETIREMENT OF SECURITY
                             TRUSTEE AND DEALINGS WITH SECURITY TRUST       34

                             Remuneration                                   34
                             Mandatory Retirement                           34
                             Removal by Global Trust Manager                34
                             Voluntary Retirement                           34
                             Appointment of new Security Trustee by
                               Voting Secured Creditors                     35
                             Release of Security Trustee                    35
                             Vesting of Security Trust Fund in new
                               Security Trustee                             35
                             New Security Trustee to Execute Deed           36
                             Security Trustee Further Assurance             36
                             Dealings with Trust                            36

                       17    PRESERVATION OF SECURITY TRUSTEE'S RIGHTS      37

                             Liabilities of Issuer Trustee not affected     37
                             Continuing Security                            38
                             Other rights unaffected                        38
                             Purchaser from Security Trustee                38

                       18    POWER OF ATTORNEY                              39

                             Attorney of Issuer Trustee                     39
                             Attorney's Powers                              39
                             Ratification by Issuer Trustee                 39

                       19    NOTICES                                        39

                             Form                                           39
                             Time effective                                 40
                             Receipt                                        41

                       20    RELEASE AND ASSIGNMENT                         41

                             Release                                        41
                             Assignment                                     42


<PAGE>

                       21    MISCELLANEOUS                                  42

                             Certificate                                    42
                             Exercise of rights                             42
                             Waiver and variation                           42
                             Supervening legislation                        42
                             Approvals and consent                          42
                             Remedies cumulative                            42
                             Indemnities                                    43
                             Time of the essence                            43
                             Receipts                                       43
                             Acknowledgment                                 43

                       22    AMENDMENT TO MASTER SECURITY TRUST DEED AND
                             DEED OF CHARGE                                 43

                             Amendments                                     43
                             Consent required                               44
                             Amendments prejudicial to Voting Secured
                               Creditors of a Class                         44
                             Amendments prejudicial to all
                               Voting Secured Creditors                     44
                             Consent to Payment Modification in relation
                               to Notes                                     45
                             Unconditional Rights of Noteholders to
                               Receive Principal and Interest               45

                       23    GOVERNING LAW, JURISDICTION AND SERVICE OF
                             PROCESS                                        45

                             Governing Law                                  45
                             Non-exclusive jurisdiction                     45
                             Service of process                             46

                       24    COUNTERPARTS                                   46


                       25    LIMITED RECOURSE                               46

                             Security Trustee Liability                     46

                       26    RELEVANT NOTE TRUSTEE                          46

                             Capacity                                       46
                             Exercise of rights                             47
                             Instructions or directions                     47
                             Voting at Meetings                             47
                             Payments                                       47
                             Notices                                        47
                             Limitation of relevant Note Trustee's
                               Liability                                    47







<PAGE>



                                                   EXTERNAL DRAFT 6:  29.12.00


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

                       DATED              3 January 2001


                                HOMESIDE MORTGAGE
                                SECURITIES TRUSTS
                           MASTER SECURITY TRUST DEED

                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                               ("ISSUER TRUSTEE")
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")
                          HOMESIDE GLOBAL MBS MANAGER,
                                      INC.
                            ("GLOBAL TRUST MANAGER")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")






                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                            Telephone (02) 9296 2000
                               Fax (02) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:CD3