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                                                                     Exhibit 4.1


                       HOMESIDE MORTGAGE SECURITIES TRUSTS
                       MASTER 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")

                  HOMESIDE GLOBAL MBS MANAGER, INC having an office at 7301
                  Baymeadows Way, Jacksonville, Florida, United States of
                  America ("GLOBAL TRUST MANAGER")

RECITALS:

            A.    It is intended by this deed to provide for the future
                  establishment of Trusts, in each case, upon the terms and
                  conditions of a Supplemental Deed.

            B.    Each Trust will be established for the purpose of securitising
                  pools of Assets that may be from time to time acquired by the
                  Issuer Trustee.

            C.    The Issuer Trustee and the Global Trust Manager have agreed to
                  act as trustee and manager respectively of each of the Trusts
                  on the terms and conditions set out in this deed.

OPERATIVE PROVISIONS:

PART A - DEFINITIONS

1     DEFINITIONS AND INTERPRETATION
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DEFINITIONS SCHEDULE

            1.1   In this deed, 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
                  companies described in schedule 1 to that deed.

            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 shall bear the same meaning in this deed.
                  For the avoidance of doubt, in the event of any inconsistency
                  between a definition in this deed and a definition in the
                  Definitions Schedule, the definitions in this deed will
                  prevail. Any amendment to the Definitions Schedule will only
                  apply to this deed if made in accordance with this deed.

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

INTERPRETATION

            1.4   This deed binds the Issuer Trustee, the Global Trust Manager,
                  the Secured Creditors of each Trust and the Unitholders of
                  each Trust.
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            1.5   By executing this deed, the Issuer Trustee and the Global
                  Trust Manager agree that, unless the contrary intention
                  appears, terms used in any Transaction Document have the
                  meaning given to them in the Definitions Schedule.

PART B - TRUSTS

2     THE TRUSTS
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ISSUER TRUSTEE

            2.1   Provided that its appointment has not been terminated in
                  accordance with this deed and the Supplemental Deed for the
                  relevant Trust, the Issuer Trustee is appointed and agrees to
                  act as the trustee of each Trust constituted pursuant to this
                  deed and the Notice of Creation of Trust for the relevant
                  Trust, with effect from the date of constitution of the
                  relevant Trust, on the terms and conditions contained in this
                  deed and the Supplemental Deed for the relevant Trust.

GLOBAL TRUST MANAGER

            2.2   Provided that its appointment has not been terminated in
                  accordance with this deed and the Supplemental Deed for the
                  relevant Trust, the Global Trust Manager is appointed and
                  agrees to act as the manager of each Trust constituted
                  pursuant to this deed and the Notice of Creation of Trust for
                  the relevant Trust, with effect from the date of constitution
                  of the relevant Trust, in accordance with the terms and
                  conditions of this deed and the Supplemental Deed for the
                  relevant Trust.

DECLARATIONS OF TRUST

            2.3   The Issuer Trustee declares that it will act as trustee in
                  respect of the Assets of each Trust and will hold the Assets
                  of each Trust upon the trusts and with, and subject to, the
                  powers and conditions contained in this deed and the
                  Supplemental Deed for the relevant Trust.

ASSETS VEST IN ISSUER TRUSTEE

            2.4   The Assets of each Trust vest in the Issuer Trustee. The
                  Issuer Trustee must hold the Assets of each Trust on trust for
                  the relevant Unitholders and, in respect of the Secured
                  Creditors and the Unitholders of each Trust, the Issuer
                  Trustee must act in what the Issuer Trustee considers in good
                  faith to be in the interests of the relevant Unitholders and
                  the Secured Creditors as a whole, subject to this deed. The
                  Issuer Trustee shall not be in breach of this requirement or
                  any other provision of this deed if it transfers or disposes
                  of any Assets to any Secured Creditor or any other person in
                  accordance with the terms of any Transaction Document.

ASSETS TO BE KEPT SEPARATE

            2.5   The Issuer Trustee must keep the Assets of each of the Trusts
                  separate. Each Trust is a separate and distinct trust fund
                  held by the Issuer Trustee on separate and distinct terms and
                  conditions.

SUPPLEMENTAL DEEDS

            2.6   A Supplemental Deed may specify the provisions which are to
                  apply to that Trust in addition to the provisions of this
                  deed, or in place of any provision of this deed or any
                  provisions which are to be varied or


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                  deleted from this deed. The provisions contained in a
                  Supplemental Deed which are expressed to apply to a particular
                  Trust apply in relation to that Trust only. Any such
                  Supplemental Deed may vary or amend the terms of this deed or
                  provide terms in addition to those contained in this deed only
                  in respect of the Trust which is named in that Supplemental
                  Deed. Where a Supplemental Deed does vary or amend the terms
                  of this deed or provide terms in addition to those contained
                  in this deed in respect of a Trust then references in this
                  deed to this deed shall be deemed to be references to this
                  deed incorporating such variations, amendments and additions
                  in relation to the relevant Trust.

                  In the event of any conflict between the provisions of a
                  Supplemental Deed and any provisions in this deed, the
                  relevant provisions in the Supplemental Deed prevail in
                  respect of the Trust to which they are expressed to apply.

NAME OF TRUSTS

            2.7   Each Trust will be identified by a name specified in the
                  relevant Supplemental Deed. The name of each Trust may be
                  varied from time to time by agreement between the Issuer
                  Trustee and the Global Trust Manager, subject to any approval
                  required by law.

DESIGNATION AND DISCHARGE OF LIABILITIES

            2.8   The Issuer Trustee must allocate to each Trust those
                  Liabilities which in the opinion of the Global Trust Manager
                  are properly referable to that Trust. Subject to the
                  provisions of this deed, the Issuer Trustee must pay out of
                  the relevant Trust (and/or make such provision the Global
                  Trust Manager considers adequate for) all Liabilities in
                  connection with that Trust.

MIXTURE OF ASSETS

            2.9   The Issuer Trustee must account for the Assets of each Trust
                  separately from the Assets of all other Trusts and must
                  account for the Liabilities of a Trust separate and apart from
                  the Liabilities and amounts outstanding in respect of all
                  other Trusts.

NO LIMIT TO NUMBER OF TRUSTS

            2.10  There is no limit to the number of Trusts that may be created.

3     DURATION OF THE TRUSTS
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COMMENCEMENT

            3.1   Subject to clause 2.1 and 2.2, the Global Trust Manager and
                  the Issuer Trustee may at any time constitute a Trust by
                  lodging with the Issuer Trustee:

                  (a)   a Notice of Creation of Trust, substantially in the form
                        set out in Schedule 1, or such other form as may be
                        agreed from time to time by the Issuer Trustee and the
                        Global Trust Manager which relates to that Trust; and

                  (b)   the sum of $10 to constitute the initial Assets of the
                        Trust.


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TERMINATION

            3.2   A Trust terminates on the earliest of:

                  (a)   the date which is 80 years after that Trust's date of
                        constitution;

                  (b)   the date on which that Trust is terminated under this
                        deed or the Supplemental Deed for that Trust or by law;
                        and

                  (c)   following the occurrence of an Event of Default in
                        respect of that Trust, the date on which the Security
                        Trustee has notified the Issuer Trustee in writing that
                        it has enforced the Deed of Charge in respect of that
                        Trust and has distributed all of the amounts which it is
                        required to distribute under the Master Security Trust
                        Deed for that Trust.

            3.3   At any time after the date that all the Notes issued in
                  respect of a Trust have been redeemed in accordance with this
                  deed and any other Secured Creditors paid in full, the Global
                  Trust Manager may notify the Issuer Trustee and the
                  Unitholders of that Trust in writing that the Trust is to be
                  terminated. The Trust terminates upon receipt of that notice
                  by the Issuer Trustee.

PROCEDURE

            3.4   On termination, and subject to the terms of the Supplemental
                  Deed for the Trust, the Issuer Trustee must realise the Assets
                  of the Trust. This must be completed in 180 days if practical
                  and in any event as soon as possible after that.

FINAL DISTRIBUTION

            3.5   The net proceeds of realisation, after discharging or
                  providing for all Liabilities of a Trust (including any
                  contingent or potential liabilities) in accordance with this
                  deed and meeting the expenses (including anticipated expenses)
                  of termination, must be distributed by the Issuer Trustee to
                  the Unitholders of the Trust in accordance with the
                  Supplemental Deed for that Trust.

4     INTEREST OF UNITHOLDERS
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ENTITLEMENT TO A TRUST

            4.1   The beneficial interest in each Trust will be constituted by
                  the issue of:

                  (a)   one or more Residual Capital Units; and

                  (b)   one or more Residual Income Units,

                  of that Trust in accordance with the relevant Supplemental
                  Deed. The beneficial interest of each Trust is vested in the
                  Residual Capital Unitholders and the Residual Income
                  Unitholders of that Trust in accordance with this deed and
                  that relevant Supplemental Deed.


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            4.2   The rights and interests of the Residual Income Unitholders
                  and the Residual Capital Unitholders in respect of a Trust
                  will be determined in accordance with the relevant
                  Supplemental Deed.

RESTRICTIONS

            4.3   No Unitholder 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 this
                        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 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 Unitholder from:

                  (i)   exercising its rights in connection with any Transaction
                        Document;

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

                  (iii) taking proceedings to obtain declaratory relief in
                        relation to any Transaction Document.

RANKING

            4.4   The rights, claim and interest of the Unitholders of a Trust
                  at all times rank after, and are subject to, the interests of
                  the Secured Creditors of that Trust including, without
                  limitation, in relation to any payment obligations in respect
                  of the Notes of the Trust.


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PART C - ASSETS

5     TRANSFERS BETWEEN TRUSTS
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POWER

            5.1   The Issuer Trustee, as trustee of a Trust, has power to
                  acquire or dispose of Mortgage Loans in accordance with this
                  deed and the Supplemental Deed relating to that Trust.

DIRECTION BY GLOBAL TRUST MANAGER

            5.2   The Global Trust Manager may, from time to time, direct the
                  Issuer Trustee (in such form as may be agreed between the
                  Issuer Trustee and the Global Trust Manager) to:

                  (a)   acquire Mortgage Loans from another Trust (in this
                        clause 5, the "TRANSFEROR TRUST") in its capacity as
                        trustee of a Trust (in this clause 5, the "TRANSFEREE
                        TRUST") in accordance with the Supplemental Deeds for
                        the Transferor Trust and for the Transferee Trust using
                        the proceeds of Borrowings of the Transferee Trust
                        and/or other funds available to that Transferee Trust;
                        or

                  (b)   dispose of Mortgage Loans to the purchaser of the
                        Mortgage Loans (in this clause 5, the "RELEVANT
                        ACQUIRER"),

                  by delivering a Receivables Transfer Direction to the Issuer
                  Trustee.

REQUIRED INFORMATION

            5.3   Any Receivables Transfer Direction given to the Issuer Trustee
                  in accordance with clause 5.2 must comply with the
                  requirements of this deed and the relevant Supplemental Deeds
                  and include all relevant details relating to:

                  (a)   the Relevant Acquirer;

                  (b)   the Transferor Trust and the Transferee Trust;

                  (c)   the Mortgage Loans subject to the direction;

                  (d)   the Cut-Off Date and the Closing Date for the Housing
                        Loans referable to the relevant Mortgage Loans;

                  (e)   the amount and source of the Borrowings to be raised to
                        enable the Issuer Trustee to acquire the Mortgage Loans
                        (where applicable) or, if not a Borrowing, the source of
                        funds; and

                  (f)   the purchase price (or its method of calculation).

CONDITIONS TO ACCEPTANCE

            5.4   The Issuer Trustee will not act on a Receivables Transfer
                  Direction unless the direction complies with the requirements
                  of clause 5.3 of this deed and any other requirements
                  specified in the relevant Supplemental Deeds.


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            5.5   If the Issuer Trustee accepts a Receivables Transfer Direction
                  under clause 5.2, the Global Trust Manager shall do everything
                  reasonably necessary to enable the Issuer Trustee to implement
                  the direction.

EFFECT OF ACCEPTANCE

            5.6   If the Issuer Trustee complies with a Receivables Transfer
                  Direction under clause 5.2 to acquire Mortgage Loans, it shall
                  (acting on the direction of the Global Trust Manager):

                  (a)   in its capacity as trustee of the Transferee Trust:

                        (i)   pay the purchase price specified in the
                              Receivables Transfer Direction to acquire the
                              relevant Mortgage Loans; and

                        (ii)  acquire the relevant Mortgage Loans; and

                  (b)   in its capacity as trustee of the Transferor Trust, do
                        all such things as may be required to dispose of its
                        right, title and interest in, to and under the relevant
                        Mortgage Loans to the Transferee Trust in the manner
                        contemplated by the Receivables Transfer Directions,

                  and otherwise comply with the Receivables Transfer Direction.

TRANSFERS

            5.7   A transfer shall take place under a Receivables Transfer
                  Direction, or by such other method as the Issuer Trustee and
                  the Global Trust Manager may determine or as required in a
                  Transaction Document.

            5.8   Upon payment of the purchase price (specified in the
                  Receivables Transfer Direction and as adjusted in accordance
                  with the terms of the sale):

                  (a)   by the Issuer Trustee as trustee of the Transferee
                        Trust, the Issuer Trustee as trustee of the Transferee
                        Trust will hold automatically, by virtue of this deed
                        and without any further act or instrument or other thing
                        being done or brought into existence, the benefit of all
                        Mortgage Loans of that Trust transferred to it by the
                        Issuer Trustee as trustee of the Transferor Trust
                        (together with the benefit of all Support Facilities and
                        Derivative Contracts which the Issuer Trustee and the
                        Global Trust Manager agree are to be transferred, and
                        all other rights and entitlements relating to the
                        relevant Mortgage Loans); or

                  (b)   by the Relevant Acquirer, the Issuer Trustee as trustee
                        of the Transferor Trust will treat the Mortgage Loans as
                        having been repaid in full by that payment.

            5.9   The Receivables Transfer Direction or other method of transfer
                  (as the case may be) may, if so agreed between the Issuer
                  Trustee and the Global Trust Manager, provide:


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                  (a)   that the Issuer Trustee shall give for the benefit of
                        the Transferee Trust specified representations,
                        warranties and undertakings in relation to the Mortgage
                        Loans; and

                  (b)   for the effect of any breach of a representation,
                        warranty or undertaking referred to in paragraph (a).

TRANSFER OF RIGHTS

            5.10  When Mortgage Loans are transferred from a Trust, the rights
                  and benefits of the Issuer Trustee in its capacity as trustee
                  of the Transferor Trust, and the rights of indemnity or
                  reimbursement of the Issuer Trustee in its capacity as trustee
                  of the Transferor Trust in respect of the Mortgage Loans
                  (including, without limitation, any representation, warranty,
                  covenant or undertaking in favour of that party) are also
                  transferred, with effect from the date of transfer, for the
                  benefit of the Transferee Trust.

ADJUSTMENTS

            5.11  Following a transfer of Mortgage Loans from a Trust to any
                  person (including, without limitation, another Trust), the
                  Global Trust Manager shall calculate, and notify the Issuer
                  Trustee of, and the Issuer Trustee shall pay, the amount of
                  any Accrued Interest Adjustment relating to those Housing
                  Loans that may be due from one Trust to another Trust or other
                  person at any time in accordance with the provisions (if any)
                  of the relevant Supplemental Deeds or the relevant Receivables
                  Transfer Direction (as the case may be).

6     TITLE PERFECTION EVENT IN RESPECT OF A TRUST
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EVENT

            6.1   If the Issuer Trustee has notice that a Title Perfection Event
                  has occurred and is subsisting in respect of a Trust, the
                  Issuer Trustee must notify the Seller, the Servicer, the
                  Global Trust Manager and each Current Rating Agency that a
                  Title Perfection Event has occurred and, unless each Current
                  Rating Agency confirms in writing within 10 Business Days of
                  receipt of that notice to the Issuer Trustee, the Global Trust
                  Manager and the Servicer that the failure to protect the
                  Issuer Trustee's title to the Mortgage Loans in accordance
                  with clause 6.2 will not have an Adverse Rating Effect, the
                  Issuer Trustee must declare that a Title Perfection Event has
                  occurred in respect of that Trust. The Global Trust Manager
                  must notify the Issuer Trustee immediately after becoming
                  aware that a Title Perfection Event has occurred.

PERFECTION OF TITLE

            6.2   Trustee in accordance with clause 6.1 in respect of a relevant
                  Trust, the Issuer Trustee and the Global Trust Manager must as
                  soon as practicable take all necessary steps to protect the
                  Issuer Trustee's interest in, and title to, the Mortgage Loans
                  forming part of the Assets of that Trust, including:


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                  (a)   the execution (where necessary, executed under a Power
                        of Attorney) and lodgement of Transfers or caveats with
                        the land titles office of the appropriate jurisdiction;

                  (b)   give notice to the relevant Debtors and Security
                        Providers of the sale of the relevant Mortgage Loans;

                  (c)   give notice of its interest in, and title to, the
                        relevant Mortgage Loans to any other interested person;
                        and

                  (d)   require each relevant Debtor to make all payments in
                        respect of the relevant Housing Loans to the Collections
                        Account or as otherwise directed by the Issuer Trustee.

POWER OF ATTORNEY

            6.3   The Issuer Trustee must only use a Power of Attorney granted
                  to it in respect of a Trust in the manner contemplated by
                  clause 6.2, if it has declared that a Title Perfection Event
                  has occurred in accordance with clause 6.1

ISSUER TRUSTEE TO HOLD LEGAL TITLE OR LODGE CAVEATS

            6.4   If the Issuer Trustee does not hold the Mortgage Title
                  Documents necessary to vest fully and effectively in the
                  Issuer Trustee the Seller's legal right, title and interest in
                  and to any Mortgage in relation to a Housing Loan that is part
                  of the Assets of the Trust, the Issuer Trustee must, as soon
                  as is practicable in the circumstances after the Issuer
                  Trustee is aware of the occurrence of the Title Perfection
                  Event in respect of a Trust, either have commenced to take all
                  necessary steps to protect the Issuer Trustee's interest in,
                  and title to, each Mortgage which comprises an Asset of that
                  Trust or have lodged or entered a caveat or similar instrument
                  in respect of the Issuer Trustee's interest in the Land
                  subject to each Mortgage which comprises an Asset of that
                  Trust.

OTHER SECURED LIABILITIES

            6.5   Following a declaration in accordance with clause 6.1 in
                  respect of a Trust, the Issuer Trustee must continue to hold
                  its interest in the Seller Trust Assets (if any) which relate
                  to that Trust in accordance with the relevant Supplemental
                  Deed.

7     INVESTMENT
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GLOBAL TRUST MANAGER'S ROLE

            7.1   The moneys comprised in a Trust must be invested only in
                  Assets of that Trust. The Global Trust Manager must ensure
                  that sufficient Assets of each Trust are in Cash to enable the
                  Issuer Trustee to give effect to the Global Trust Manager's
                  decisions. The Issuer Trustee must not acquire or dispose of
                  any Asset of a Trust except as directed by the Global Trust
                  Manager until the Trust terminates, provided that the Issuer
                  Trustee is entitled to deal with Assets as it considers
                  appropriate to satisfy any liability for which it is entitled
                  to be indemnified and for which it may be personally liable.


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DIRECTIONS

           7.2   (a)    The Global Trust Manager must give the Issuer
                        Trustee directions in writing for the investment of any
                        of the Assets of a Trust in Mortgage Loans or Authorised
                        Investments and as to the purchase, sale, transfer,
                        exchange or alteration of any Mortgage Loans or
                        Authorised Investments. A direction of this type must
                        identify the Mortgage Loans or Authorised Investments
                        and the steps that the Global Trust Manager directs that
                        the Issuer Trustee take in relation to it. The Issuer
                        Trustee must exercise any voting rights in respect of
                        Mortgage Loans or Authorised Investments in such manner
                        as the Global Trust Manager directs from time to time.

                  (b)   It shall be the role of the Issuer Trustee to give
                        effect to all directions and proposals of the Global
                        Trust Manager as are communicated by the Global Trust
                        Manager to the Issuer Trustee in accordance with this
                        clause 7, but the Global Trust Manager may not give any
                        direction or proposal to the Issuer Trustee which
                        conflicts with the terms of the Trust, including the
                        Supplemental Deed for that Trust.

CONTINGENCIES

            7.3   If an investment proposed by the Global Trust Manager involves
                  the Issuer Trustee incurring:

                  (a)   any material liability as trustee of the Trust (in the
                        reasonable opinion of the Issuer Trustee); or

                  (b)   any additional liability that may exceed the Net Assets
                        of the Trust,

                  then the Global Trust Manager must not give a direction to the
                  Issuer Trustee to invest any of the Assets unless the Global
                  Trust Manager reasonably believes that there will be no
                  Adverse Rating Effect in respect of the Trust and the Issuer
                  Trustee need not give effect to the Global Trust Manager's
                  direction unless the Issuer Trustee's liability (other than
                  its liability as trustee of the Trust) is limited in a manner
                  which the Issuer Trustee considers satisfactory provided the
                  Issuer Trustee must notify the Global Trust Manager if it is
                  not so satisfied as soon as practicable but in any event
                  within 5 Business Days (or such other period as is agreed
                  between the Issuer Trustee and the Global Trust Manager) of
                  receiving a copy of such details as the Issuer Trustee may
                  reasonably require (as compiled by the Global Trust Manager)
                  of the proposed investment.

            7.4   Subject to clause 7.6, the Global Trust Manager shall from
                  time to time give to the Issuer Trustee of a Trust a proposal
                  for an investment in property which is to constitute Assets of
                  that Trust and for the sale, transfer or other realisation of
                  or dealing with the Assets of that Trust. Each proposal must:

                  (a)   be in writing in a form agreed between the Issuer
                        Trustee and the Global Trust Manager;


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                  (b)   specify the Assets to be purchased, sold, transferred or
                        originated;

                  (c)   specify the action (if any) to be taken by the Issuer
                        Trustee to give effect to it;

                  (d)   contain a certification by the Global Trust Manager that
                        the giving effect to the proposal by the Issuer Trustee
                        will be in accordance with this deed;

                  (e)   specify the price to be paid for the Asset or, in the
                        case of a loan to be made by or financial accommodation
                        to be provided to the Issuer Trustee, the amount of the
                        loan or the accommodation;

                  (f)   specify to whom any amount is payable under paragraph
                        (e), or if an Asset is to be acquired from a Trust, the
                        name of that Trust; and

                  (g)   contain all other information which the Issuer Trustee
                        may reasonably require to satisfy itself that the
                        certification is correct and to give effect to the
                        proposal.

DISCRETION OF GLOBAL TRUST MANAGER

            7.5   The Global Trust Manager shall have the fullest discretion to
                  recommend in the proposal the time and mode of and the broker,
                  contractor or agent (if any) to be engaged in the
                  implementation of the proposal including the right to
                  recommend a postponement for so long as the Global Trust
                  Manager in its discretion shall think fit.

ISSUER TRUSTEE TO ACT

            7.6   Subject to this deed, on receipt of any written proposal by
                  the Global Trust Manager under clause 7.4, the Issuer Trustee:

                  (a)   must comply with that proposal in accordance with this
                        deed unless the Issuer Trustee considers that it would
                        be illegal for the Issuer Trustee to do so, would
                        constitute a breach of any fiduciary duty in respect of
                        the Trust or of any document, agreement or law or would
                        result in the Issuer Trustee's exposure to a risk of
                        personal liability where the Issuer Trustee is not
                        satisfied (acting reasonably) that it will be adequately
                        indemnified or reimbursed for any cost, expense, loss or
                        liability which it will or may incur as a result of
                        complying with such proposal; and

                  (b)   may rely upon the recommendations and advice of the
                        Global Trust Manager with respect to any such proposal,
                        without being under a duty to make any inquiries or to
                        make any assessments or judgment in relation to:

                        (i)   the merits of the proposal; or

                        (ii)  whether the proposed investment is an Authorised
                              Investment or is otherwise permitted under or


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                              complies with this deed. Subject to this deed, the
                              Issuer Trustee must not make or acquire an
                              investment if it knows that it is not an
                              Authorised Investment or that it does not comply
                              with this deed.

PART D - BORROWINGS

8     BORROWINGS
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BORROWINGS

            8.1   Subject to the provisions of this deed and the relevant
                  Supplemental Deed, the Issuer Trustee, at the written request
                  of the Global Trust Manager (in the form agreed between the
                  Issuer Trustee and the Global Trust Manager from time to
                  time), and in respect of a Trust, must Borrow in accordance
                  with this deed and the relevant Supplemental Deed for the
                  purpose of, or ancillary to, the investment in Assets or to
                  enable the Issuer Trustee to continue to fund its holding in
                  that investment. The Global Trust Manager will not instruct
                  the Issuer Trustee to make a Borrowing in respect of a Trust
                  if the Borrowing would, in the Global Trust Manager's
                  reasonable opinion, have an Adverse Rating Effect in respect
                  of that Trust.

TYPES OF BORROWINGS

            8.2   A Borrowing (other than under a Derivative Contract) in
                  respect of a Trust may only take the form of:

                  (a)   an issue of Notes in accordance with this deed, the
                        relevant Supplemental Deed, the Master Security Trust
                        Deed, the relevant Deed of Charge and the relevant Note
                        Trust Deed, if applicable;

                  (b)   a drawdown under a relevant Support Facility; or

                  (c)   any other Borrowing which is at all times subordinated
                        to, and subject to, the interests of the Secured
                        Creditors in respect of the Trust (and entered into with
                        the recourse of the creditor being limited to the funds
                        available to the Issuer Trustee at any time after
                        satisfaction of all other Liabilities).

GLOBAL TRUST MANAGER TO SELECT METHOD

            8.3   The Global Trust Manager must, by notice in writing to the
                  Issuer Trustee, select the method of Borrowing in accordance
                  with clause 8.2 to be undertaken by the Issuer Trustee. If the
                  Borrowing takes the form referred to in clause 8.2(c) the
                  Global Trust Manager must notify the Issuer Trustee in writing
                  of the form of that Borrowing, the total amount of that
                  Borrowing and the terms and conditions relating to it (which
                  must be in accordance with the terms of the Transaction
                  Documents and acceptable to the Issuer Trustee, acting
                  reasonably).

SECURITY

            8.4   The Issuer Trustee may (but is not obliged to) secure the
                  repayment or payment of any Borrowings referred to in clause
                  8.2(c) and interest, costs and other charges and expenses in
                  connection with such Borrowings, upon terms and conditions
                  determined by the Global


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                  Trust Manager in writing including, without limitation, giving
                  a negative pledge or by giving any form of security over all
                  or any of the Assets of the relevant Trust provided that the
                  Borrowing and interest, costs and other charges and expenses
                  in connection with such Borrowing remains subordinated in the
                  manner described in paragraph 8.2(c).

SUPPLEMENTAL DEED

            8.5   Where the Borrowing takes the form of an issue of Notes, the
                  Supplemental Deed for the relevant Trust must (where relevant)
                  provide for, amongst other things, the following:

                  (a)   the designation of the Notes for that Trust;

                  (b)   the initial principal amount, Interest Rate, authorised
                        denominations and maturity of each Class of Notes for
                        that Trust;

                  (c)   the method for calculating the amount of interest and
                        principal to be paid to each Class of Notes;

                  (d)   the timing and order of priority of interest and
                        principal payments;

                  (e)   any applicable redemption features; and

                  (f)   distribution dates and interest accrual periods.

DEBT OF THE ISSUER TRUSTEE

            8.6   Subject to this deed, each Note will represent a debt of the
                  Issuer Trustee as trustee of the relevant Trust and will be
                  repaid or redeemed in accordance with its terms of issue. The
                  Issuer Trustee acknowledges its indebtedness in relation to
                  each such Note.

LOCATION OF NOTES

            8.7   For Registered Notes, the property in the Notes is regarded as
                  situated at the place where the Register on which those
                  Registered Notes are recorded is located.

PURPOSE OF BORROWINGS

            8.8   the proceeds of a Borrowing:

                  (a)   to purchase, refinance or otherwise invest in, Assets
                        referable to that Trust;

                  (b)   to make payments of amounts due and payable in respect
                        of Notes previously issued by the Issuer Trustee in
                        respect of that Trust;

                  (c)   to make payments of amounts due and payable in respect
                        of any Support Facility, Derivative Contract or any
                        other Borrowings referable to that Trust; or


                                       13
<PAGE>

                  (d)   otherwise in accordance with this deed or any other
                        Transaction Document including, without limitation,
                        discharging Liabilities in respect of that Trust for
                        which the Issuer Trustee has or will have a right of
                        reimbursement out of the Assets of that Trust.

GLOBAL TRUST MANAGER'S POWER

            8.9   Where a Borrowing takes the form of an issue of Notes, the
                  Global Trust Manager has the power to:

                  (a)   negotiate the terms and conditions of the issue of the
                        Notes;

                  (b)   accept the terms and conditions of the issue of the
                        Notes with any person managing or arranging the issue of
                        the Notes and bind the Issuer Trustee to the issue of
                        the Notes on those terms and conditions; and

                  (c)   direct the Issuer Trustee to issue the Notes on those
                        terms and conditions.

                  However, the Global Trust Manager's power to act and bind the
                  Issuer Trustee in accordance with this clause is conditional
                  on the Issuer Trustee being satisfied (in its reasonable
                  discretion) with the terms and conditions of the issue of the
                  Notes, including the terms and conditions dealing with the
                  personal liability of the Issuer Trustee. The Issuer Trustee
                  must notify the Global Trust Manager if it is not satisfied
                  with the terms and conditions dealing with the personal
                  liability of the Issuer Trustee within 5 Business Days (or
                  such other period as is agreed between the Issuer Trustee and
                  the Global Trust Manager) of receiving a copy of the terms and
                  conditions of the issue (other than commercial information to
                  be completed on or about the date of issue) and any other
                  relevant Transaction Documents in connection with the issue.

NO LIABILITY ATTACHES TO THE GLOBAL TRUST MANAGER

            8.10  The Global Trust Manager shall not be liable in any way to
                  meet any moneys payable by the Issuer Trustee in its capacity
                  as trustee of any Trust to a Noteholder, or to any other
                  person, with respect to the preparation and service of an
                  Issue Notice on the Issuer Trustee, the certifications in such
                  an Issue Notice or the issue of any Notes.

9     CONDITIONS PRECEDENT TO ISSUE OF NOTES
================================================================================
ISSUE NOTICE

            9.1   The Global Trust Manager must prepare an Issue Notice
                  (substantially in the form of Schedule 3) and deliver it to
                  the Issuer Trustee no later than 2 Business Days (or such
                  other period as the Global Trust Manager and the Issuer
                  Trustee may agree) before the proposed Issue Date for the
                  issue of any Notes.

CONDITIONS PRECEDENT TO ISSUE

            9.2   The Issuer Trustee must not issue any Notes in relation to a
                  Trust on an Issue Date unless:


                                       14
<PAGE>

                  (a)   the Global Trust Manager has directed the Issuer Trustee
                        to issue the Notes. The Issuer Trustee may rely on the
                        direction of the Global Trust Manager to issue Notes
                        without enquiry;

                  (b)   the Issuer Trustee has granted a charge to the Security
                        Trustee over the Assets of that Trust by executing a
                        Deed of Charge for the benefit of the Secured Creditors
                        of that Trust;

                  (c)   on or before the second Business Day before the Issue
                        Date (or such other period as the Issuer Trustee and
                        Global Trust Manager may agree), the Global Trust
                        Manager has provided an Issue Notice for that Trust to
                        the Issuer Trustee;

                  (d)   the relevant Trust has been constituted according to
                        this deed and the relevant Supplemental Deed; and

                  (e)   any other conditions precedent to the issuing of the
                        Notes on that Issue Date referred to in the relevant
                        Supplemental Deed have been satisfied.

CONDITIONS PRECEDENT TO DIRECTION TO ISSUE

            9.3   The Global Trust Manager will not direct the Issuer Trustee to
                  issue Notes unless:

                  (a)   clause 9.2 has been complied with;

                  (b)   such documentation as the Global Trust Manager regards
                        as being reasonably necessary for the issue, sale and
                        distribution of the Notes has been entered into;

                  (c)   it is not actually aware that an Insolvency Event has
                        occurred in respect of the Issuer Trustee in its
                        personal capacity or in its capacity as trustee of the
                        Trust to which the Notes relate; and

                  (d)   any other conditions precedent to the Global Trust
                        Manager directing the Issuer Trustee to issue Notes
                        referred to in the relevant Supplemental Deed are
                        satisfied.

10    TERMS OF ISSUE OF NOTES
================================================================================
CHARACTERISTICS

            10.1  The Notes will have the characteristics specified in the
                  relevant Supplemental Deed and, in the case of Bearer Notes,
                  the relevant Note Trust Deed (including the Conditions).

EXCLUDED OFFER OR ISSUE

            10.2  The Global Trust Manager must not issue a direction to the
                  Issuer Trustee pursuant to clause 9.2(a) unless the Global
                  Trust Manager:

                  (a)   is satisfied that any offer for the issue, or any
                        invitation to apply for the issue, of:


                                       15
<PAGE>

                        (i)   the Notes:

                              (A)   is an offer of securities for issue, or is
                                    an invitation to apply for the issue of
                                    securities, which does not need disclosure
                                    to investors under Part 6D.2 of Chapter 6 of
                                    the Corporations Law; and

                              (B)   is made pursuant to an exemption from, or is
                                    not subject to, the registration
                                    requirements of the Exchange Act; or

                        (ii)  at the time the direction is issued, the Notes
                              comply with:

                              (A)   the Financial Services Act, 1986 (United
                                    Kingdom), all regulations made under or in
                                    relation to that Act and the Public Offers
                                    of Securities Regulations 1995;

                              (B)   the Exchange Act, all regulations made
                                    thereunder and all other laws or regulations
                                    of any jurisdiction of the United States of
                                    America regulating the offer or the issue
                                    of, or the subscription for, the Notes; and

                              (C)   any other relevant laws.

SUBSCRIPTIONS BY OTHER PERSONS

            10.3  Subscriptions for Notes must be made in the manner agreed
                  between the Global Trust Manager and the Issuer Trustee. Upon
                  receipt of a duly completed subscription form (if required),
                  completion of any other procedures determined by the Global
                  Trust Manager and receipt of the Issue Price for the Notes,
                  the Issuer Trustee must as soon as practicable after an Issue
                  Date for a Trust and subject to this deed:

                  (a)   issue the Notes in accordance with the relevant Issue
                        Notice;

                  (b)   where the Notes are Registered Notes, issue an
                        Acknowledgment to the subscriber in respect of the
                        Notes;

                  (c)   where the Notes are Registered Notes, enter the relevant
                        information in respect of the Notes into the Register;
                        and

                  (d)   where the Notes are Bearer Notes, issue those Bearer
                        Notes in accordance with the Note Trust Deed and the
                        Supplemental Deed for the relevant Trust.

NO LIABILITY

            10.4  Notwithstanding any other provision of this deed or any
                  Transaction Document, in no circumstances will the Issuer
                  Trustee or the Global Trust Manager be obliged to issue or
                  procure the issue of a Note if the Issuer Trustee has not
                  received payment in full of the Issue Price in cleared funds
                  (or as otherwise agreed between the Global Trust


                                       16
<PAGE>

                  Manager and the Issuer Trustee) for the Note. If insufficient
                  moneys are raised on a proposed Issue Date for their intended
                  purpose in accordance with this deed, neither the Issuer
                  Trustee nor the Global Trust Manager shall have any obligation
                  or liability to any person (including, without limitation, to
                  each other or any intending Noteholder) to issue the Notes or
                  incur any other liability for any costs, loss or liabilities
                  incurred in connection with the failure to issue the Notes
                  other than the obligation to return any subscription moneys
                  received on the Issue Date unless the failure to raise the
                  necessary moneys was caused by its own negligence, fraud or
                  breach of trust (in the case of the Issuer Trustee) or
                  material breach of obligation (in the case of the Global Trust
                  Manager).

TERMS OF NOTES

            10.5  All Notes issued by the Issuer Trustee as trustee of a Trust
                  shall be issued with the benefit of, and subject to, this
                  deed, the relevant Supplemental Deed, the Master Security
                  Trust Deed, the relevant Deed of Charge and, in the case of
                  Bearer Notes, the relevant Note Trust Deed. Each such document
                  in relation to a Trust is binding on the Global Trust Manager,
                  the Issuer Trustee and each Secured Creditor in respect of
                  that Trust.

ACKNOWLEDGMENT OF INDEBTEDNESS

            10.6  Subject to the terms of this deed and the Supplemental Deed
                  for the relevant Trust:

                  (a)   each entry in the Register for the Trust in respect of a
                        Registered Note relating to the Trust; and

                  (b)   in relation to each Bearer Note relating to the Trust,
                        that Bearer Note,

                  constitutes an independent and separate acknowledgment to the
                  relevant Noteholders or Note Owners, as the case may be, by
                  the Issuer Trustee of its indebtedness as trustee of the Trust
                  for the Invested Amount of that Note together with the other
                  rights given to Noteholders and the Note Owners under this
                  deed, the Supplemental Deed for the relevant Trust, the Master
                  Security Trust Deed, the Deed of Charge in respect of the
                  relevant Trust and (in relation to a Bearer Note) the Note
                  Trust Deed and the Conditions for the relevant Trust.

11    SUPPORT AND OTHER FACILITIES
================================================================================
FACILITIES

            11.1  The Issuer Trustee shall, in relation to any Trust, on the
                  prior direction of the Global Trust Manager, enter into any
                  Support Facility or Derivative Contract on such terms and
                  conditions as are reasonably required by the Global Trust
                  Manager provided the Issuer Trustee is satisfied (in its
                  reasonable discretion) with the terms and conditions dealing
                  with the personal liability of the Issuer Trustee (the Issuer
                  Trustee must notify the Global Trust Manager if not so
                  satisfied as soon as practicable but in any event within 5
                  Business Days (or such other period as is agreed between the
                  Issuer Trustee and the Global


                                       17
<PAGE>

                  Trust Manager) of receiving a copy of the terms and conditions
                  of the relevant facility and any other Transaction Documents
                  in connection with the relevant facility).

RATED ISSUES

            11.2  Clauses 11.3 to 11.5 shall only apply with respect to a Trust
                  if Notes in respect of that Trust have been, or are to be
                  rated by a Current Rating Agency.

MANAGER'S DIRECTION

            11.3  The Global Trust Manager shall (subject to this deed):

                  (a)   direct the Issuer Trustee that each Support Facility or
                        Derivative Contract for the benefit of the Trust must be
                        taken out or executed with a person having at that time
                        the Required Credit Rating (if required by a Current
                        Rating Agency); and

                  (b)   take, or direct the Issuer Trustee to take, such other
                        action as may be necessary to satisfy the requirements
                        of the Current Rating Agency with respect to the
                        relevant Support Facility or Derivative Contract in
                        relation to that Trust.

REPLACEMENT OR ADDITIONAL FACILITIES

            11.4  Any Support Facility or Derivative Contract for the benefit of
                  a Trust shall, subject to this deed, be entered into by the
                  Issuer Trustee on or prior to the Issue Date in relation to
                  any Notes in respect of that Trust provided that, the Issuer
                  Trustee may, at the direction of the Global Trust Manager:

                  (a)   enter into a new Support Facility or Derivative Contract
                        as trustee of a Trust after the Issue Date if, and only
                        if, the Global Trust Manager has received written
                        confirmation from the Current Rating Agency that
                        entering into the Support Facility or Derivative
                        Contract will not result in a downgrading of any rating
                        assigned to any Notes issued in respect of that Trust;
                        or

                  (b)   substitute a new Support Facility or Derivative Contract
                        for any existing Support Facility or Derivative Contract
                        (respectively) entered into in accordance with this
                        clause 11.4 if, and only if, the Global Trust Manager
                        considers it to be in the interests of that Trust and
                        the Global Trust Manager has received confirmation from
                        the Current Rating Agency that the new Support Facility
                        or Derivative Contract will not result in a downgrading
                        of any rating assigned to any Notes issued in respect of
                        that Trust.

REDUCTION IN RATING

            11.5  If a person providing a Support Facility or Derivative
                  Contract to the Issuer Trustee as trustee of a Trust ceases to
                  have the Required Credit Rating (if a Current Rating Agency
                  requires it to have a Required Credit Rating) and a Current
                  Rating Agency has downgraded, or has indicated that it
                  proposes to downgrade, its rating of the Notes, the Issuer
                  Trustee must, if directed by the Global Trust Manager (in its
                  absolute discretion) and subject to this deed:


                                       18
<PAGE>

                  (a)   enter into any substitute or additional Support Facility
                        or Derivative Contract identified by the Global Trust
                        Manager, on such terms as are reasonably required by the
                        Global Trust Manager; or

                  (b)   take such other action as may be required by the Current
                        Rating Agency,

                  to maintain the rating of those Notes as it stood prior to
                  such downgrading or proposed downgrading of the rating of the
                  Notes.

PART E - ISSUER TRUSTEE

12    ISSUER TRUSTEE
================================================================================
POWERS

            12.1  Subject to the relevant Supplemental Deed in respect of a
                  Trust, the Issuer Trustee has all the powers in respect of a
                  Trust that it is legally possible for a natural person or
                  corporation to have and as though it were the absolute owner
                  of the Assets of the relevant Trust and acting in its personal
                  capacity. For example, the Issuer Trustee has power to borrow
                  (whether or not on security) and to incur all types of
                  obligations and liabilities (including, without limitation,
                  Borrowings under clause 8.2).

                  Without affecting the generality of the above, the Issuer
                  Trustee has the following powers (to be construed as separate
                  and independent powers of the Issuer Trustee):

                  (a)   to invest in, acquire or dispose, or otherwise deal with
                        Mortgage Loans;

                  (b)   to invest in or deal with any other Asset for cash or
                        upon terms;

                  (c)   to pay all fees payable under the Transaction Documents
                        and all expenses which are properly incurred in respect
                        of a Trust;

                  (d)   to borrow and raise moneys as provided in the
                        Transaction Documents;

                  (e)   subject to this deed, to borrow, raise money or procure
                        financial accommodation where the Issuer Trustee
                        considers the same to be in the interests of a Trust
                        upon such terms as the Global Trust Manager thinks fit
                        and that are acceptable to the Issuer Trustee (acting
                        reasonably);

                  (f)   to exercise any power of sale arising on default under
                        any Housing Loan or any other right or remedy accruing
                        in respect of a Trust in relation to any asset or under
                        the Transaction Documents;

                  (g)   to grant any form of discharge, release or partial
                        discharge or release of any Housing Loan and provide any
                        type of financial


                                       19
<PAGE>

                        accommodation in connection with any Housing Loan where
                        to do so is in the opinion of the Issuer Trustee not
                        prejudicial to the Secured Creditors of a Trust;

                  (h)   to enter into and perform its obligations under the
                        Transaction Documents containing such terms and
                        conditions as the Global Trust Manager thinks fit and
                        that are acceptable to the Issuer Trustee (acting
                        reasonably);

                  (i)   to enter into Support Facilities and Derivative
                        Contracts;

                  (j)   to enter into any agreement or do anything in connection
                        with a Trust, such as dealing with the assets over which
                        security is held, engaging advisers and to execute
                        proxies and other instruments;

                  (k)   to enter into any document giving effect to a priority
                        arrangement between the Issuer Trustee (in relation to a
                        Housing Loan) and another provider of financial
                        accommodation which will take or has taken security over
                        the asset which is subject to a Mortgage or a Collateral
                        Security;

                  (l)   to pay amounts required to remove any lien or charge
                        over any Assets to permit the Issuer Trustee to deal
                        with that Asset in accordance with the relevant
                        Supplemental Deed and any Transaction Document of the
                        relevant Trust;

                  (m)   to fetter its future discretions in accordance with the
                        Transaction Documents;

                  (n)   to lodge Bearer Notes, or arrange for Bearer Notes to be
                        lodged, with a Depository;

                  (o)   to convert currencies on such terms and conditions as
                        the Global Trust Manager thinks fit and that are
                        acceptable to the Issuer Trustee (acting reasonably);

                  (p)   to list and maintain the listing of the Bearer Notes on
                        any stock exchange;

                  (q)   to appoint a Note Trustee, Note Registrar and Agent Bank
                        in respect of a relevant Trust;

                  (r)   to appoint Paying Agents in respect of a relevant Trust;
                        and

                  (s)   to appoint the Servicer in respect of a Trust to retain
                        custody of the Mortgage Title Documents of that Trust in
                        accordance with the Servicing Agreement and to lodge
                        such Mortgage Title Documents with such Servicer.

INTERESTS OF SECURED CREDITORS PARAMOUNT

            12.2  The Issuer Trustee agrees to, and each Unitholder acknowledges
                  that the Issuer Trustee will, subject to the provisions of
                  this deed, exercise its powers in what the Issuer Trustee
                  considers in good faith to be in


                                       20
<PAGE>

                  the interests of the Unitholders and the Secured Creditors in
                  respect of each Trust as a whole. In the event of any conflict
                  between those interests, the Issuer Trustee must, subject to
                  the provisions of this deed, exercise its powers in what the
                  Issuer Trustee considers in good faith to be in the interests
                  of the Secured Creditors in respect of the Trust as a whole.
                  Nothing in this clause limits the rights of the Issuer Trustee
                  against any Secured Creditor.

DELEGATION

            12.3  The Issuer Trustee may, with the consent of the Global Trust
                  Manager (such consent not to be unreasonably withheld),
                  authorise any person or persons to act as its delegate (in the
                  case of a joint appointment, either severally or jointly and
                  severally) to perform its functions under any Transaction
                  Document including to hold title to any Asset, perform any act
                  or obligation or exercise any discretion within the Issuer
                  Trustee's power (including the power to sub-delegate). The
                  authorisation must be written. The Issuer Trustee remains
                  liable for the acts or omissions of a delegate except where
                  the Issuer Trustee has acted in good faith and without
                  negligence or breach of trust in relation to the appointment
                  of the delegate. However, the Issuer Trustee may include
                  provisions to protect and assist those dealing with the
                  delegate in the authorisation as the Issuer Trustee thinks
                  fit. The delegate may be a Related Entity of the Global Trust
                  Manager or the Issuer Trustee.

INDEMNITY

            12.4  The Issuer Trustee is entitled to be indemnified out of the
                  Assets of a Trust to the extent of those Assets for any
                  liability incurred by the Issuer Trustee in performing or
                  exercising any of its powers or duties in relation to the
                  Trust. This indemnity is in addition to any indemnity allowed
                  by law, but does not extend to liabilities to the extent
                  arising from the Issuer Trustee's fraud, negligence or breach
                  of trust.

ACT ON EXPERT ADVICE

            12.5  The Issuer Trustee may obtain and act on the written opinion,
                  advice or information obtained from Valuers, solicitors,
                  barristers, legal practitioners, surveyors, contractors,
                  brokers, qualified advisers (whether financial or otherwise),
                  accountants and other experts or consultants whether
                  instructed by the Global Trust Manager or the Issuer Trustee
                  which the Issuer Trustee considers are necessary, usual or
                  desirable for the purpose of enabling the Issuer Trustee to be
                  fully and properly advised and informed in order that it may
                  properly exercise its powers and obligations under this deed.

ISSUER TRUSTEE'S COVENANTS

            12.6  The Issuer Trustee covenants with the Global Trust Manager,
                  with the intent that the benefit of these covenants enures not
                  only to the Global Trust Manager but also to the Unitholder
                  and the relevant Secured Creditors jointly and each of them
                  severally that it will, in respect of each Trust:

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


                                       21
<PAGE>

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

                  (c)   take all such corporate actions which are necessary to
                        ensure that it is able to exercise all its powers and
                        remedies and perform all its obligations under this deed
                        and all other deeds, agreements and other arrangements
                        entered into by the Issuer Trustee under this deed;

                  (d)   except where required by statute or by law, not sell,
                        mortgage, charge or deal with the Assets of the Trust
                        (or permit any of its officers to do so) except as
                        permitted by the Transaction Documents relating to that
                        Trust;

                  (e)   forward promptly to the Global Trust Manager all
                        notices, reports, circulars and other documents received
                        by it as holder of the Assets;

                  (f)   act honestly and in good faith in the performance of its
                        duties and the exercise of its discretions under this
                        deed;

                  (g)   exercise such diligence and prudence as a prudent man of
                        business would exercise in performing its express
                        functions and in exercising its discretions under this
                        deed, subject to the provisions of this deed, having
                        regard to the interests of the Unitholders, and the
                        Secured Creditors of the Trust as a whole;

                  (h)   use its best endeavours to carry on and conduct its
                        business insofar as it relates to this deed in a proper
                        and efficient manner;

                  (i)   except as permitted by the Transaction Documents, and
                        without prejudice to the Issuer Trustee's right of
                        indemnity or reimbursement under this deed, it will not
                        give any guarantees or incur or raise any financial
                        indebtedness (other than in respect of trade creditors
                        in the ordinary course of business of the relevant
                        Trust) in respect of the Trust other than the Notes
                        issued in respect of that Trust or the Borrowings
                        entered into in respect of that Trust;

                  (j)   not terminate the obligations of any person under the
                        Transaction Documents in respect of the Trust to which
                        the Issuer Trustee is a party except in the manner
                        contemplated by the relevant Transaction Document;

                  (k)   not, in its capacity as trustee of the Trust, conduct
                        any business other than the business permitted under the
                        Transaction Documents for that Trust;

                  (l)   subject to this deed and the other Transaction Documents
                        of the Trust, keep each Trust separate from the others
                        and not mix or commingle the Assets of the Trust with
                        the assets or property of any other Trust or any other
                        person;


                                       22
<PAGE>

                  (m)   maintain an arms' length relationship with its Related
                        Entities in relation to dealings affecting the Trust;

                  (n)   not create any Security Interest over the Assets of the
                        Trust for the benefit of any person except as permitted
                        by the Transaction Documents for that Trust;

                  (o)   except in the manner contemplated by the Transaction
                        Documents, not terminate the Trust, transfer or deal
                        with the Assets of the Trust or agree to the merger of
                        the Trust with any other person or entity until all of
                        the Borrowings raised in respect of the Trust have been
                        repaid in full;

                  (p)   maintain a register of Authorised Investments and other
                        Assets of that Trust; and

                  (q)   keep (or ensure that the Global Trust Manager keeps, in
                        which case the Issuer Trustee will provide the Global
                        Trust Manager with copies of all relevant documents in
                        its possession or control for such purpose) accounting
                        records which correctly record and explain all amounts
                        paid and received by the Issuer Trustee on behalf of
                        each Trust.

ISSUER TRUSTEE'S INDEMNITY FROM ASSETS

            12.7  In respect of each Trust, and without limitation to the terms
                  of any Transaction Document, the right of the Issuer Trustee
                  to be exonerated or indemnified for its liability in respect
                  of all amounts owing by the Issuer Trustee in its capacity as
                  trustee of a Trust shall be limited to the Assets comprising
                  that Trust from time to time available to meet such liability
                  in accordance with this deed. This limitation will not apply
                  to any obligation or liability of the Issuer Trustee to the
                  extent that it is not satisfied because under a Transaction
                  Document or by operation of law there is a reduction in the
                  extent of the Issuer Trustee's indemnification out of the
                  Assets of the applicable Trust as a result of the Issuer
                  Trustee's fraud, negligence or breach of trust.

LIMITATION OF LIABILITY OF ISSUER TRUSTEE

            12.8  The Issuer Trustee is not liable:

                  (a)   in connection with anything done by it in good faith in
                        reliance upon any document, form or list except when it
                        has reasonable grounds to believe that the document,
                        form or list is not genuine;

                  (b)   if it fails to do anything because it is prevented or
                        hindered from doing it by law or order;

                  (c)   to anyone for payments (except when made negligently)
                        made by it in good faith to a Governmental Authority in
                        connection with Taxes (including Taxes assessed on the
                        income of a Trust) or other charges in respect of a
                        Trust even if the payment need not have been made;


                                       23
<PAGE>

                  (d)   if a person fails to carry out an agreement with the
                        Issuer Trustee in connection with any Trust, except to
                        the extent the failure is due to the Issuer Trustee's
                        fraud, negligence or breach of trust; or

                  (e)   to anyone because of any error of law or any matter done
                        or omitted to be done by it in good faith in the event
                        of the liquidation or dissolution of a corporation
                        (other than a corporation under its Control).

            12.9  If the Issuer Trustee relies in good faith on a written
                  opinion, advice, information or statement given to it by a
                  person referred to in clause 12.5, it is not liable for any
                  misconduct, mistake, oversight, error of judgment,
                  forgetfulness or want of prudence on the part of that person
                  except when the person is not independent from the Global
                  Trust Manager (where the Issuer Trustee has actual notice of
                  that relationship) or the Issuer Trustee. A person is regarded
                  as independent notwithstanding that the person acts or has
                  acted as an adviser to the Global Trust Manager or the Issuer
                  Trustee or both of them.

            12.10 The Issuer Trustee is not liable:

                  (a)   for any loss, costs, liabilities or expenses arising out
                        of the exercise or non-exercise of its discretions under
                        this deed or otherwise in respect of a Trust;

                  (b)   for any loss, costs, liabilities or expenses arising out
                        of the exercise or non-exercise of a discretion on the
                        part of the Global Trust Manager;

                  (c)   for any loss, costs, liabilities or expenses caused by
                        the Issuer Trustee's failure to check any calculation,
                        information, document, form or list supplied or
                        purported to be supplied to it by the Global Trust
                        Manager under this deed, under any Transaction Document
                        or a Borrowing, or any other person;

                  (d)   for any loss, costs, liabilities or expenses caused by
                        its acting on any instruction or direction given to it
                        by the Global Trust Manager or by any person in
                        accordance with the terms of any Transaction Document or
                        a Borrowing or failure by the Global Trust Manager or
                        other person to give such an instruction or direction
                        when required to do so by a Transaction Document or
                        Borrowing;

                  (e)   for any other act or omission on its part except where
                        the act or omission is fraudulent, negligent or in
                        breach of trust;

                  (f)   to the Unitholder or the Secured Creditors of a Trust
                        other than to the extent of the Issuer Trustee's right
                        of indemnity in respect of that Trust;


                                       24
<PAGE>

                  (g)   to make any payment to the Unitholder or the Secured
                        Creditors of a Trust except out of funds held by it for
                        that purpose under this deed in respect of that Trust;

                  (h)   for any Global Trust Manager's Default or any other
                        failure by the Global Trust Manager or other person
                        providing services or selling assets to or in respect of
                        a Trust to perform their obligations under or in
                        connection with a Trust or a Transaction Document; or

                  (i)   for having acted upon:

                        (i)   any resolution purporting to have been passed at
                              any meeting of Noteholders in respect of which
                              minutes have been made and signed; or

                        (ii)  any purposed direction, consent or approval of
                              Noteholders,

                        even though it may subsequently be found that there was
                        some defect in the constitution of that meeting, the
                        passing of that resolution or the giving of the
                        direction, consent or approval (as the case may be) or
                        that for any reason that resolution, direction, consent
                        or approval is not valid or binding upon Noteholders,

                  except, in all cases, to the extent such loss, cost, liability
                  or expense is caused by the Issuer Trustee's own negligence,
                  fraud or breach of trust.

DEALING WITH INSTRUMENTS

            12.11 The Issuer Trustee and the Global Trust Manager are not
                  required to take any action relating to a transfer or other
                  dealing with any Unit or any Note unless the relevant
                  Unitholder or Noteholder has first paid in cash all Taxes,
                  brokerage, transfer fees, registration fees and other charges
                  which may be payable in respect of the transaction or dealing.

PROCEEDINGS IN RESPECT OF A TRUST

            12.12 (a)   The Issuer Trustee may institute, prosecute, defend
                        or otherwise appear in any action, suit or other
                        proceeding in any court or tribunal in respect of any
                        matters touching or concerning a Trust, any Asset or any
                        Transaction Document including an enforcement,
                        contemplated enforcement of, preservation of rights
                        under, initiation, carriage and settlement of any court
                        proceedings in respect of the Trust, any Asset or a
                        Transaction Document. All costs, disbursements and
                        expenses incurred by the Issuer Trustee or the Global
                        Trust Manager in anticipation of or in connection with
                        any such action, suit or proceeding and all costs and
                        disbursements incurred by the Issuer Trustee or the
                        Global Trust Manager in obtaining any legal advice or
                        opinions concerning such action, suit or proceeding or
                        relating to the interpretation or construction of this
                        deed are to be deducted from and paid out of the
                        relevant Trust, provided that:


                                       25
<PAGE>

                        (i)   the basis of incurring any of those costs,
                              disbursements and expenses by the Issuer Trustee:

                              (A)   is approved by the Global Trust Manager or
                                    an Extraordinary Resolution at a meeting of
                                    the Voting Secured Creditors of the relevant
                                    Trust; or

                              (B)   is regarded by the Issuer Trustee as
                                    necessary to protect the interests of the
                                    Voting Secured Creditors in relation to the
                                    Trust following a breach by the Global Trust
                                    Manager of its obligations under this deed
                                    and the Issuer Trustee reasonably believes
                                    that any delay in seeking an approval under
                                    paragraph (A) may be prejudicial to the
                                    interests of the Voting Secured Creditors in
                                    relation to the Trust or the Issuer Trustee;
                                    or

                        (ii)  the Issuer Trustee considers the incurring of
                              those costs, disbursements and expenses to be
                              desirable to protect the Issuer Trustee against
                              potential personal liability.

                  (b)   Each of the Issuer Trustee and the Global Trust Manager
                        shall be entitled to claim in respect of the
                        indemnities, stipulated in clauses 12.4 and 14.10
                        respectively, from the relevant Trust for its expenses
                        and liabilities incurred in defending any action, suit,
                        proceeding or dispute in which fraud, negligence or
                        material breach of obligations (in the case of the
                        Global Trust Manager only) or fraud, negligence or
                        breach of trust (in the case of the Issuer Trustee only)
                        is alleged or claimed against it. However, on the same
                        being proved, accepted or admitted by it, it shall from
                        its personal assets immediately repay to that Trust the
                        amount previously paid by that Trust to it in respect of
                        that indemnity to the extent that it relates to the
                        fraud, negligence or a material breach of obligations
                        (in the case of the Global Trust Manager only) or fraud,
                        negligence or breach of trust (in the case of the Issuer
                        Trustee only).

LIMITATION OF ISSUER TRUSTEE'S LIABILITY

            12.13 Notwithstanding any other provision of this deed, the Issuer
                  Trustee is not obliged to execute or do or omit to do anything
                  (including any instrument), enter into any agreement or incur
                  any obligation in connection with a Trust (including, without
                  limitation, in connection with Borrowings of any kind) unless
                  the Issuer Trustee has received independent legal advice (if
                  required by the Issuer Trustee) in relation to the act,
                  omission, instrument, agreement, obligation or liability and
                  unless the Issuer Trustee's liability in connection with the
                  act, omission, instrument, agreement, obligation or liability
                  is limited in a manner satisfactory to the Issuer Trustee.


                                       26
<PAGE>

ISSUER TRUSTEE'S RELIANCE

            12.14 The Issuer Trustee is entitled to conclusively rely on (unless
                  actually aware to the contrary), and is not required to
                  investigate the accuracy of:

                  (a)   the contents of any notice, report, certificate,
                        statements, representations or warranties made or given
                        by any party other than itself pursuant to this deed,
                        any Issue Notice or direction from the Global Trust
                        Manager provided in accordance with the Transaction
                        Documents;

                  (b)   any calculations made by the Global Trust Manager under
                        any Transaction Document including, without limitation,
                        the calculation of amounts to be paid to, or charged
                        against, the Secured Creditors of the relevant Trust and
                        the Unitholders; or

                  (c)   the amount of, or allocation of, collections or other
                        receipts received by a Trust,

                  and the Issuer Trustee is not liable to any person in any
                  manner whatsoever in respect of all such matters.

NO LIABILITY FOR NON-PAYMENT

            12.15 Except in the case of and to the extent of fraud, negligence
                  or breach of trust on the part of the Issuer Trustee, the
                  Issuer Trustee is not liable for any losses, costs,
                  liabilities or claims in the event of a failure to pay moneys
                  on the due date for payment for any loss howsoever arising in
                  respect of a Trust to the Secured Creditors of the relevant
                  Trust or the Unitholder or any other person.

ISSUER TRUSTEE NO OTHER DUTIES

            12.16 The Issuer Trustee in respect of a Trust only has the
                  obligations which are expressly set out in this deed, the
                  relevant Supplemental Deed and the other Transaction Documents
                  for the relevant Trust.

GLOBAL TRUST MANAGER'S ACTIONS

            12.17 The Global Trust Manager shall take such action as is
                  consistent with its powers under this deed and shall give all
                  necessary instructions and directions to assist the Issuer
                  Trustee to perform its obligations under this deed and the
                  other Transaction Documents.

USE OF CLEARING SYSTEM

            12.18 The Issuer Trustee is entitled to exercise any of its powers
                  and perform any of its obligations under this deed (including
                  the holding of Assets and the payment and receipt of money)
                  through or in conjunction with any recognised clearing system.

NO SUPERVISION OR INVESTIGATION

            12.19 Except as expressly set out in this deed and the other
                  Transaction Documents, the Issuer Trustee has no obligation to
                  supervise the Global Trust Manager or any other party or take
                  any action to investigate the accounts, management, control or
                  activities of the Global Trust Manager or any other person.
                  The Issuer Trustee has no


                                       27
<PAGE>

                  duty, and is under no obligation, to investigate whether any
                  of the following has occurred in relation to a Trust (except
                  where the Issuer Trustee has actual notice):

                  (a)   Global Trust Manager's Default;

                  (b)   Servicer Termination Event; or

                  (c)   Title Perfection Event.

INFORMATION

            12.20 Except as expressly required by this deed and the other
                  Transaction Documents, the Issuer Trustee has no duty to
                  provide any person (including any Secured Creditor) with any
                  credit or any other information concerning the affairs,
                  financial condition or business of a Trust.

INFORMATION MEMORANDUM

            12.21 (a)   The Issuer Trustee has no responsibility for (and
                        will have no liability to any person, including the
                        Unitholders and the Secured Creditors), in respect of
                        any statement or information in or omission from any
                        information memorandum, advertisement, circular or other
                        document prepared by the Global Trust Manager, the
                        Seller or any other person, including in connection with
                        the issue of Notes. Without prejudice to the foregoing,
                        the Global Trust Manager must not publish or permit to
                        be published any such document in connection with the
                        offer of Notes or an invitation for subscriptions for
                        Notes without the prior consent of the Issuer Trustee,
                        which consent must not be unreasonably withheld. In
                        considering whether to give its consent, the Issuer
                        Trustee is not required to review any such document or
                        take into account the interests of the Unitholders or
                        the Secured Creditors or any other person except that
                        the Issuer Trustee must not withhold its consent if it
                        has not reviewed the relevant document (provided the
                        Issuer Trustee has been granted 5 Business Days (or such
                        other period as is agreed between the Issuer Trustee and
                        the Global Trust Manager) to review the relevant
                        document and seek any appropriate advice under clause
                        12.5).

                  (b)   The Issuer Trustee must not, except with the prior
                        consent of the Global Trust Manager, prepare or
                        circulate any statement, information or other document
                        in connection with the issue of Notes.

ISSUER TRUSTEE DECISIONS

            12.22 In the event of any dispute, ambiguity or doubt as to the
                  construction or enforceability of this deed or of any other
                  Transaction Document, or of the Issuer Trustee's powers or
                  obligations under or in connection with this deed or any other
                  Transaction Document, or the determination or calculation of
                  any amount or thing under or for the purpose of this deed or
                  any other Transaction Document, the Issuer Trustee may (but
                  will have no obligation to):


                                       28
<PAGE>

                  (a)   obtain and rely on advice from any person referred to in
                        clause 12.5; and/or

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

                  and provided the Issuer Trustee is using reasonable endeavours
                  to resolve such ambiguity, dispute or doubt, the Issuer
                  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, ambiguity or
                  doubt.

LIABILITY FOR TRANSACTION DOCUMENTS

            12.23 The Issuer Trustee has no responsibility for the form or
                  contents of this deed or any other Transaction Document and
                  will have no personal liability (including in respect of
                  negligence) 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. Nothing in this
                  clause limits the Issuer Trustee's representations and
                  warranties as to the enforceability of its obligations against
                  it under the Transaction Documents.

REPRESENTATIONS AND WARRANTIES

            12.24 The Issuer Trustee represents and warrants to the Global Trust
                  Manager that:

                  (a)   it has been duly incorporated as a company limited by
                        shares in accordance with the laws of the place of its
                        incorporation, is validly existing under those
                        respective laws and has power and authority to carry on
                        its business as it is now being conducted;

                  (b)   it has power to enter into and observe its obligations
                        under this deed and the Transaction Documents to which
                        it is a party;

                  (c)   it has in full force and effect the authorisations
                        necessary to authorise its execution, delivery and
                        performance of this deed and the Transaction Documents
                        to which it is a party, observe obligations under them
                        and allow them to be enforced, and has filed all
                        necessary returns with the Australian Securities and
                        Investments Commission;

                  (d)   its obligations under this deed and the Transaction
                        Documents to which it is a party are valid, binding and
                        enforceable against it in accordance with their terms
                        subject to registration (where required), the payment of
                        any necessary stamp duty and laws and defences generally
                        affecting creditor's rights and the availability of
                        equitable remedies; and

                  (e)   no Issuer Trustee Default continues unremedied.

            12.25 The representations and warranties in clause 12.24 are made on
                  the date of this deed and on each date Notes are issued in
                  respect of a Trust after the date of this deed.


                                       29
<PAGE>

BREACH OF CONSUMER CREDIT LEGISLATION

            12.26 Where the Issuer Trustee is held liable for breaches under the
                  Consumer Credit Code, the Issuer Trustee must seek relief
                  initially under any indemnities provided to it by the Global
                  Trust Manager, the Seller or the Servicer before exercising
                  its right to recover against any Assets of a Trust. Only after
                  any claim being made under all such indemnities is not
                  satisfied within 3 Business Days of it being made, the Issuer
                  Trustee is entitled to exercise its right of indemnity out of
                  the Assets of the relevant Trust.

13    ISSUER TRUSTEE'S RETIREMENT
================================================================================
NOTICE FROM GLOBAL TRUST MANAGER

            13.1  The Global Trust Manager may, by written notice, require the
                  Issuer Trustee to retire if it reasonably believes that an
                  Issuer Trustee Default has occurred.

ISSUER TRUSTEE'S MANDATORY RETIREMENT

            13.2  The Issuer Trustee must retire as trustee of a Trust when
                  required to do so by the Global Trust Manager under clause
                  13.1.

REMOVAL

            13.3  If the Issuer Trustee refuses to retire within 30 days of
                  being required to do so under clause 13.1 or 13.2, the Global
                  Trust Manager is entitled to remove the Issuer Trustee from
                  office immediately by notice in writing.

NEW ISSUER TRUSTEE

            13.4  Upon the retirement or removal of the Issuer Trustee under
                  clauses 13.1, 13.2 or 13.3, the Global Trust Manager may
                  appoint a replacement trustee by deed if that appointment will
                  not, in the reasonable opinion of the Global Trust Manager,
                  materially prejudice the interests of Noteholders. The
                  appointment is not complete until the new trustee executes a
                  deed by which it covenants to be bound by this deed. Until the
                  appointment of any replacement trustee is complete, the Global
                  Trust Manager must act as trustee (subject to the law) in
                  accordance with this deed. The Global Trust Manager will be
                  entitled to the Issuer Trustee's fee for the period it so acts
                  as Issuer Trustee.

ISSUER TRUSTEE'S VOLUNTARY RETIREMENT

            13.5  The Issuer Trustee may retire by giving 3 months' notice in
                  writing to the Global Trust Manager or such period as the
                  Global Trust Manager and the Issuer Trustee may agree.

            13.6  The purported retirement of the Issuer Trustee under clause
                  13.5 and the purported appointment of a new trustee has no
                  effect until the new trustee executes a deed under which it
                  covenants to act as trustee in accordance with this deed. Such
                  a new trustee may be appointed by the Global Trust Manager at
                  any time after receipt of the notice referred to in clause
                  13.5. If the Global Trust Manager fails to appoint a new
                  trustee within 60 days of the receipt of the notice referred
                  to in clause 13.5 then the Issuer Trustee may appoint a new
                  trustee provided


                                       30
<PAGE>

                  that each Current Rating Agency has confirmed that the
                  appointment of such person as the new trustee will not have an
                  Adverse Rating Effect in relation to any Trust.

RELEASE

            13.7  When it retires or is removed, the Issuer Trustee is released
                  from all obligations in relation to the Trust arising after
                  the date it retires or is removed except that the Issuer
                  Trustee is still obliged, at the cost of the Trust, to vest
                  the Assets in the new trustee (or the Global Trust Manager if
                  the Global Trust Manager is acting as trustee) and to promptly
                  deliver all books and records (including computer records to
                  the extent and in the form the Issuer Trustee is able to
                  deliver them) relating to the Trust to the new trustee (or to
                  the Global Trust Manager if the Global Trust Manager is acting
                  as trustee). The Issuer Trustee agrees to co-operate with the
                  new Trustee (or the Global Trust Manager if it is acting as
                  Issuer Trustee) in the transfer of the books and records. The
                  retiring Issuer Trustee may make it a condition of vesting
                  Assets in the new trustee (or the Global Trust Manager, if the
                  Global Trust Manager is acting as trustee) that all
                  liabilities of the retiring Issuer Trustee for which it is
                  entitled to be indemnified and for which it may be personally
                  liable are first satisfied or provided for to the satisfaction
                  of the retiring Issuer Trustee. Removal, retirement or
                  discharge of the Issuer Trustee will not affect the rights or
                  indemnities available to it under this deed or at law in
                  relation to the performance by the Issuer Trustee of its
                  obligations and powers as trustee.

SETTLEMENT OF AMOUNTS

            13.8  The Global Trust Manager may settle with the Issuer Trustee
                  the amount of any sums payable by the Issuer Trustee to the
                  Global Trust Manager or by the Global Trust Manager to the
                  Issuer Trustee and may give to or accept from the Issuer
                  Trustee a discharge in respect of those sums which is then
                  conclusive and binding as between the Issuer Trustee and the
                  Global Trust Manager.

COSTS

            13.9  The Issuer Trustee will bear the reasonable costs of its
                  removal if it is removed because of an Issuer Trustee Default.
                  The Issuer 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.

            13.10 Any delegation made by the Issuer Trustee under clause 12.3 in
                  respect of a Trust will automatically terminate if the Issuer
                  Trustee retires, or is removed, in accordance with this clause
                  13 in respect of that Trust.

PART F - GLOBAL TRUST MANAGER

14    GLOBAL TRUST MANAGER
================================================================================
POWERS

            14.1  The Global Trust Manager must (subject to the Transaction
                  Documents for a Trust) manage each Trust until it retires or
                  is removed. This power extends to the management of the Assets
                  (other


                                       31
<PAGE>

                  than the Mortgage Loans) and Liabilities of each Trust, and
                  excludes the Issuer Trustee from management except as set out
                  in this deed.

MANAGER TO HAVE DISCRETION

            14.2  Subject to this deed, the Global Trust Manager has absolute
                  discretion with respect to all the powers, authorities and
                  discretions vested in it whether or not in relation to the
                  manner or time of exercise.

SERVICES

            14.3  Without limiting any other provision of this deed, the Global
                  Trust Manager agrees to perform and provide the following
                  services to the Issuer Trustee in respect of each Trust:

                  (a)   to prepare and maintain all accounts, ledgers and
                        financial records and reports in respect of the Trust
                        and the tax returns of the Trust;

                  (b)   to prepare and deliver (by facsimile or such other
                        method as the Global Trust Manager may consider
                        appropriate) such statements and reports as may be
                        required to be prepared and delivered by the Global
                        Trust Manager under the Transaction Documents for that
                        Trust;

                  (c)   to calculate the amount of each payment to each Secured
                        Creditor in accordance with the provisions of the
                        Transaction Documents and advise the Issuer Trustee of
                        such amount of each payment;

                  (d)   to notify the Issuer Trustee immediately if:

                        (i)   it becomes actually aware of a material breach of
                              a Transaction Document;

                        (ii)  it becomes actually aware that a representation or
                              warranty in a Transaction Document was incorrect
                              when made; or

                        (iii) it becomes actually aware of the occurrence of a
                              Global Trust Manager's Default,

                        provided that the Global Trust Manager is not
                        responsible or liable to investigate (except in the case
                        of manifest error);

                  (e)   subject to the terms of the Transaction Documents and
                        any confidentiality undertakings to which the Global
                        Trust Manager is subject, to provide the Issuer Trustee,
                        in a timely manner (having regard to the information
                        requested) the information reasonably requested by the
                        Issuer Trustee in connection with the Trust. The costs
                        and expenses of the Global Trust Manager in connection
                        with providing such information will fall within the
                        indemnity referred to in clause 14.10;

                  (f)   the co-ordination of Borrowings of the Trust;


                                       32
<PAGE>

                  (g)   subject to the appointment of any Servicer, the
                        management of Mortgage Loans, Authorised Investments and
                        any Support Facilities and Derivative Contracts required
                        to be established and maintained pursuant to the
                        Supplemental Deed of that Trust; and

                  (h)   the calculation of all determinations to be made on each
                        Determination Date and of all payments to be made on
                        each Payment Date in accordance with the Supplemental
                        Deed of that Trust.

DELEGATION

            14.4  The Global Trust Manager may, pursuant to a Deed of Delegation
                  or otherwise, authorise any person or persons to act as its
                  delegate (in the case of a joint appointment, either severally
                  or jointly and severally) to perform any or all of its
                  functions in respect of a Trust or under any Transaction
                  Document in respect of a Trust, to perform any act or exercise
                  any discretion within the Global Trust Manager's power
                  (including the power to sub-delegate). The Global Trust
                  Manager remains liable for the performance of all of its
                  obligations under this deed notwithstanding any such
                  appointment.

                  The delegate may be a Related Entity of the Global Trust
                  Manager or the Issuer Trustee.

ACT ON EXPERT ADVICE

            14.5  The Global Trust Manager may obtain and act upon the written
                  opinion, advice or information obtained from Valuers,
                  barristers, solicitors, legal practitioners, contractors,
                  brokers, qualified advisers (both financial and otherwise) and
                  other experts whether instructed by the Global Trust Manager
                  or by the Issuer Trustee.

NO POWER TO BIND ISSUER TRUSTEE

            14.6  The Global Trust Manager acknowledges that in exercising its
                  powers, authorities and discretions vested in it and carrying
                  out and performing its duties and obligations in relation to
                  any Trust or any Asset, whether under this deed or under any
                  Transaction Document, neither it nor its delegate has any
                  power to bind the Issuer Trustee, otherwise than as expressly
                  provided in this deed or such other Transaction Document, or
                  with the express authority of the Issuer Trustee.

GLOBAL TRUST MANAGER'S COVENANTS

            14.7  The Global Trust Manager covenants with the Issuer Trustee in
                  respect of each Trust that it will, until the Trust is
                  terminated in accordance with this deed and winding up of the
                  Trust is completed or until it has retired or been removed in
                  accordance with this deed:

                  (a)   use its best endeavours to carry on and conduct its
                        business to which its obligations and functions under
                        this deed relate, in a proper and efficient manner;

                  (b)   manage the Trust;


                                       33
<PAGE>

                  (c)   act honestly and in good faith in the performance of its
                        duties and in the exercise of its discretions under this
                        deed;

                  (d)   make available for inspection by the Issuer Trustee and
                        the Auditor during normal business hours and after the
                        receipt of reasonable notice, the books of the Global
                        Trust Manager relating to the Trust;

                  (e)   give to the Issuer Trustee and the Auditor written or
                        oral information which either may reasonably require
                        with respect to all matters in possession of the Global
                        Trust Manager relating to the Assets or the Trust;

                  (f)   pay to the Issuer Trustee within two Business Days of
                        becoming actually aware of receipt of money that is
                        payable by the Global Trust Manager to the Issuer
                        Trustee under this deed;

                  (g)   within two Business Days of each 30 June and 31 December
                        and within two Business Days of a request (there being
                        no more than two such requests in each calender year)
                        from the Issuer Trustee, provide to the Issuer Trustee a
                        certificate signed by two Authorised Persons of the
                        Global Trust Manager stating that, as at that date, to
                        the best of the Global Trust Manager's knowledge,
                        information and belief no Global Trust Manager's Default
                        is subsisting;

                  (h)   not release any Assets of any Trust to any party except
                        in accordance with the provisions of this deed and with
                        the prior written permission of the Issuer Trustee;

                  (i)   not merge or consolidate into another entity, unless the
                        surviving entity assumes the obligations of the Global
                        Trust Manager under the Transaction Documents;

                  (j)   make any filings required in connection with the Trust
                        or the Assets with any Governmental Agency except any
                        filings that the Issuer Trustee is required to make in
                        relation to its capacity as trustee of the Trust;

                  (k)   keep all accounting records which correctly record all
                        amounts paid and received in connection with the
                        relevant Trust by the Issuer Trustee (to the extent that
                        the Issuer Trustee has notified the Global Trust Manager
                        of them) and by the Global Trust Manager;

                  (l)   take all such corporate actions which are necessary to
                        ensure that it is able to exercise all its powers and
                        remedies and perform all its obligations under this deed
                        and all other deeds, agreements and other arrangements
                        entered into by the Global Trust Manager under this
                        deed;


                                       34
<PAGE>

                  (m)   not direct the Issuer Trustee to act if the Global Trust
                        Manager is aware that that direction could reasonably be
                        expected to have an Adverse Rating Effect;

                  (n)   prepare and submit to the Issuer Trustee for signing and
                        filing on a timely basis all income Tax returns or
                        elections required to be filed with respect to the Trust
                        and ensure that the Issuer Trustee is directed to pay
                        any Taxes (including Taxes assessed on the income of the
                        Trust, it being acknowledged however that the Issuer
                        Trustee and the Global Trust Manager will cooperate to
                        use their best endeavours to ensure that no such Tax
                        falls due) required to be paid by the Trust;

                  (o)   notify the Issuer Trustee and the Current Rating Agency
                        as soon as practicable after becoming aware that a Title
                        Perfection Event or a Global Trust Manager's Default has
                        occurred;

                  (p)   deliver to the Note Trustee (with a copy to the Issuer
                        Trustee) at least annually a written statement
                        certifying to the best of its knowledge the Issuer
                        Trustee's fulfilment of its obligations under the
                        Transaction Documents for each Trust; and

                  (q)   obtain and maintain any licences that it is required to
                        obtain and maintain in order to perform its material
                        obligations as Global Trust Manager under the
                        Transaction Documents for each Trust.

FURTHER LIMITATION OF LIABILITY OF GLOBAL TRUST MANAGER

            14.8  If the Global Trust Manager relies in good faith on a written
                  opinion, advice, information or statement given to it by a
                  person referred to in clause 14.5, it is not liable for any
                  misconduct, mistake, oversight, error of judgment,
                  forgetfulness or want of prudence on the part of that person
                  except when the person is not independent from the Global
                  Trust Manager. A person will be regarded as independent
                  notwithstanding that:

                  (a)   the person acts or has acted as adviser to the Global
                        Trust Manager or the Issuer Trustee or both of them so
                        long as separate instructions are given by the Global
                        Trust Manager to that person; or

                  (b)   the person is a Related Entity of the Global Trust
                        Manager or the Issuer Trustee.

GLOBAL TRUST MANAGER LIABLE

            14.9  The Global Trust Manager is not liable:

                  (a)   for any loss, costs, liabilities or expenses arising out
                        of the exercise or non-exercise of its discretions under
                        this deed or otherwise in respect of a Trust;

                  (b)   for any loss, costs, liabilities or expenses arising out
                        of the exercise or non-exercise of a discretion on the
                        part of the


                                       35
<PAGE>

                        Issuer Trustee or any act, omission, misconduct,
                        mistake, oversight, error of judgment, forgetfulness or
                        want of prudence on the part of the Issuer Trustee or
                        other person providing services or selling assets to or
                        in respect of a Trust;

                  (c)   for any loss, costs, liabilities or expenses caused by
                        its failure to check any calculation, information,
                        document, form or list supplied or purported to be
                        supplied to it by the Issuer Trustee or any other
                        person;

                  (d)   for any other act or omission, misconduct, mistake,
                        oversight, error of judgment, forgetfulness or want of
                        prudence on its part;

                  (e)   for any default by the Issuer Trustee or any other
                        failure by the Issuer Trustee or other person providing
                        services or selling assets to or in respect of a Trust
                        to perform their obligations under or in connection with
                        a Trust or a Transaction Document; or

                  (f)   for any failure to pay any moneys on the due date for
                        payment of such moneys to the Secured Creditors of the
                        relevant Trust or any other person,

                  except, in all cases, to the extent that such loss, cost,
                  liability or expense is caused by the Global Trust Manager's
                  fraud, negligence, or material breach of obligation under this
                  deed.

INDEMNITY

            14.10 The Global Trust Manager is indemnified out of the Assets of a
                  Trust in respect of any liability, cost or expense (other than
                  general overhead costs and expenses) properly incurred by it
                  in its capacity as Global Trust Manager of the Trust.

REPRESENTATIONS AND WARRANTIES

            14.11 The Global Trust Manager represents and warrants to the Issuer
                  Trustee that:

                  (a)   it has been duly incorporated as a company limited by
                        shares in accordance with the laws of the place of its
                        incorporation, is validly existing under those
                        respective laws and has power and authority to carry on
                        its business as it is now being conducted;

                  (b)   it has power to enter into and observe its obligations
                        under this deed and the Transaction Documents to which
                        it is a party;

                  (c)   it has in full force and effect the authorisations
                        necessary to authorise its execution, delivery and
                        performance of this deed and the Transaction Documents
                        to which it is a party, observe obligations under them
                        and allow them to be enforced, and has filed all
                        necessary returns with the Australian Securities &
                        Investments Commission;


                                       36
<PAGE>

                  (d)   its obligations under this deed and the Transaction
                        Documents to which it is a party are valid, binding and
                        enforceable against it in accordance with their terms
                        subject to the payment of any necessary stamp duty and
                        laws and defences generally affecting creditor's rights;

                  (e)   no Global Trust Manager's Default continues unremedied;
                        and

                  (f)   it does not enter into this deed or any Transaction
                        Document in the capacity of a trustee of any trust or
                        settlement other than where the Global Trust Manager
                        acts as Issuer Trustee under clause 13.4 or as Security
                        Trustee under the Deed of Charge.

            14.12 The representations and warranties in clause 14.11 are made on
                  the date of this deed and on each date Notes are issued in
                  respect of a Trust after the date of this deed.

LIMITATION OF LIABILITY OF GLOBAL TRUST MANAGER

            14.13 The Global Trust Manager is not liable:

                  (a)   in connection with anything done by it in good faith in
                        reliance upon any document, form or list except when it
                        has reasonable grounds to believe that the document,
                        form or list is not genuine;

                  (b)   if it fails to do anything because it is prevented or
                        hindered from doing it by law or order;

                  (c)   to anyone for payments (except when made negligently)
                        made by it in good faith to a Governmental Agency in
                        connection with Taxes (including Taxes assessed on the
                        income of a Trust) or other charges in respect of a
                        Trust even if the payment need not have been made;

                  (d)   if a person fails to carry out an agreement with the
                        Global Trust Manager in connection with any Trust,
                        except when the failure is due to the Global Trust
                        Manager's fraud, negligence or material breach of
                        obligation;

                  (e)   to anyone because of any error of law or any matter done
                        or omitted to be done by it in good faith in the event
                        of the liquidation or dissolution of a corporation
                        (other than a corporation under its Control); or

                  (f)   except to the extent expressly provided for in a
                        Transaction Document, to indemnify the Issuer Trustee or
                        make any payments to any other person in relation to the
                        Trusts except that there will be no limit on the Global
                        Trust Manager's liability for any fraud, negligence or
                        material breach of obligation by it in its capacity as
                        Global Trust Manager of the Trusts.


                                       37
<PAGE>

NO LIABILITY FOR NON-PAYMENT

            14.14 Except in the case of and to the extent of fraud, negligence
                  or material breach of obligation on the part of the Global
                  Trust Manager, the Global Trust Manager is not liable in the
                  event of a failure to pay moneys on the due date for payment
                  for any loss howsoever arising in respect of a Trust to the
                  Secured Creditors of the relevant Trust or the Unitholders or
                  any other person.

REPORTING

            14.15 In respect of a Trust, the Global Trust Manager will on or
                  about each Determination Date send:

                  (a)   to the Issuer Trustee, the Paying Agents and the Note
                        Trustee, the Reporting Statement; and

                  (b)   to the Current Rating Agencies, such information as they
                        reasonably require,

                  unless otherwise specified in the relevant Supplemental Deed.

15    GLOBAL TRUST MANAGER'S RETIREMENT
================================================================================
GLOBAL TRUST MANAGER'S DEFAULT

            15.1  The Issuer Trustee may, by written notice, require the Global
                  Trust Manager to retire if it reasonably believes that a
                  Global Trust Manager's Default has occurred.

GLOBAL TRUST MANAGER'S MANDATORY RETIREMENT

            15.2  The Global Trust Manager must retire as Global Trust Manager
                  of a Trust when required to do so by the Issuer Trustee under
                  clause 15.1.

REMOVAL

            15.3  Upon the occurrence of, or at any time after, a Global Trust
                  Manager's Default (of which the Issuer Trustee has actual
                  notice and which has not been waived by the Issuer Trustee),
                  the Issuer Trustee must, upon giving written notice to the
                  Global Trust Manager and each Current Rating Agency for that
                  Trust, immediately terminate the rights and obligations of the
                  Global Trust Manager in respect of each relevant Trust and
                  appoint another entity acceptable to the Current Rating Agency
                  to act in its place.

RETIREMENT

            15.4  The Global Trust Manager may retire from the management of all
                  of the Trusts upon giving 3 months written notice to the
                  Issuer Trustee (or such other period as the Global Trust
                  Manager and the Issuer Trustee may agree).

NEW GLOBAL TRUST MANAGER

            15.5  Upon the retirement or removal of the Global Trust Manager
                  under clauses 15.1, 15.2, 15.3 and 15.4, the Global Trust
                  Manager must (as soon as practicable) appoint in writing
                  another corporation to be the manager of the Trust, subject to
                  the approval of the Issuer Trustee and any approval required
                  by law provided that the appointment will not,


                                       38
<PAGE>

                  in the reasonable opinion of the Issuer Trustee, materially
                  prejudice the interests of the Noteholders. If the Global
                  Trust Manager does not propose a replacement at least 30 days
                  before the Global Trust Manager proposes to retire or the
                  Issuer Trustee does not approve of the replacement proposed by
                  the Global Trust Manager, the Issuer Trustee may appoint a new
                  manager as of the date of the proposed retirement. An
                  appointment is not complete until the new manager executes a
                  deed by which it covenants to be bound by this deed. The
                  appointment of the replacement manager must not cause an
                  Adverse Rating Effect.

ISSUER TRUSTEE ACT AS GLOBAL TRUST MANAGER

            15.6  Until the appointment of any replacement manager is complete,
                  the Issuer Trustee must (subject to any approval required by
                  law) act as Global Trust Manager in accordance with this deed.
                  For so long as it so acts, the Issuer Trustee is entitled to
                  the fee which, but for its removal, the Global Trust Manager
                  would have been entitled to receive.

RELEASE

            15.7  When it retires or is removed, the Global Trust Manager is
                  released from all obligations in relation to each Trust
                  arising after the date of its retirement or removal except
                  that the Global Trust Manager is still obliged to promptly
                  deliver all books and records (including computer records to
                  the extent and in the form the Global Trust Manager is able to
                  deliver them) relating to the Trust in the Global Trust
                  Manager's possession or control as at the date of retirement
                  to the new Global Trust Manager (or the Issuer Trustee if it
                  is acting as Global Trust Manager). The Global Trust Manager
                  agrees to co-operate with the new Global Trust Manager (or the
                  Issuer Trustee if it is acting as Global Trust Manager) in the
                  transfer of the books and records. The Issuer Trustee may
                  settle with the Global Trust Manager the amount of any sums
                  payable by the Global Trust Manager to the Issuer Trustee or
                  the Issuer Trustee to the Global Trust Manager and may give to
                  or accept from the Global Trust Manager a discharge in respect
                  of those sums which will be conclusive and binding as between
                  the Issuer Trustee and the Global Trust Manager.

CHANGE IN TERMS OF APPOINTMENT

            15.8  No change in the terms and conditions of appointment of the
                  Global Trust Manager may be made without the approval of the
                  Issuer Trustee which approval may not be unreasonably
                  withheld.

COSTS

            15.9  The Global Trust Manager will bear the reasonable costs of its
                  removal if it is removed because of a Global Trust Manager's
                  Default. The Global Trust Manager will indemnify the Issuer
                  Trustee and each Trust for these costs.

            15.10 Any delegation made by the Global Trust Manager under clause
                  14.4 in respect of a Trust will automatically terminate if the
                  Global Trust Manager retires, or is removed, in accordance
                  with this clause in respect of that Trust.


                                       39
<PAGE>

PART G - OTHER

16    TRANSFER AND TRANSMISSION OF NOTES
================================================================================
NO RESTRICTION ON TRANSFER

                  Subject to the relevant Supplemental Deed, there is no
                  restriction on the transfer of Notes for a Trust. The relevant
                  Supplemental Deed regulates the transfer and transmission of
                  Notes for a Trust.

17    REGISTER OF NOTEHOLDERS
================================================================================
REGISTER OF NOTEHOLDERS

                  The Issuer Trustee shall keep an up to date Register in
                  respect of the Registered Notes only, and in accordance with
                  Schedule 6 to this deed and the relevant Supplemental Deed.
                  The Register may be maintained in electronic form. The Issuer
                  Trustee will procure that a register be maintained with
                  respect to any Bearer Notes in accordance with the Note Trust
                  Deed for the relevant Trust, if any.

18    MEETINGS OF NOTEHOLDERS
================================================================================

            18.1  Any proposal requiring the consent of holders of Bearer Notes
                  of a Trust will be determined in accordance with the Note
                  Trust Deed for that Trust. Any proposal requiring the consent
                  of the holders of Registered Notes of a Trust will be
                  determined in accordance with this deed and the Supplemental
                  Deed for that Trust.

            18.2  In respect of Registered Notes, the Issuer Trustee, the Global
                  Trust Manager and each Noteholder must comply with the
                  contents of Schedule 4 in relation to the meetings of
                  Noteholders. Subject to clause 18.3, Schedule 4 does not apply
                  to Bearer Notes.

            18.3  The procedure for convening a meeting at which all Noteholders
                  are entitled to participate is set out in Schedule 4, amended
                  as follows:

                  (a)   any notice of a meeting given or required to be given to
                        the holders of Bearer Notes must also be given to the
                        Note Trustee;

                  (b)   a meeting at which the Note Trustee is the only
                        Noteholder pursuant to clause 18.3(c) must not, unless
                        otherwise agreed by the Note Trustee, be held until the
                        Note Trustee has had the opportunity of seeking and
                        obtaining directions from the holders of Bearer Notes
                        regarding how the Note Trustee is to vote at the
                        meeting;

                  (c)   the Noteholders in relation to the Bearer Notes means
                        the Note Trustee alone, acting on behalf of the holders
                        of Bearer Notes under the Note Trust Deed or, if the
                        Note Trustee has become bound to take steps and/or to
                        proceed under the Note Trust Deed and fails to do so
                        within a reasonable time and such failure is continuing,
                        the holders of Bearer Notes;


                                       40
<PAGE>

                  (d)   if the Note Trustee is the only Noteholder in relation
                        to the Bearer Notes pursuant to clause 18.3(c), it will
                        be regarded as a representative holding or representing
                        all of the Bearer Notes for the purposes of determining
                        whether a quorum is present at such meeting, for
                        determining the votes to which the Note Trustee is
                        entitled to cast at such meeting and any other relevant
                        matter relating to such meeting;

                  (e)   if the holders of Bearer Notes become entitled to attend
                        a meeting of Noteholders pursuant to clause 18.3(c), the
                        evidence of the entitlement of such Noteholders to
                        attend such meeting and to vote thereat, and any other
                        relevant matters, will be determined in accordance with
                        the provisions of the Note Trust Deed and the Agency
                        Agreement, with such amendments as determined by the
                        Issuer Trustee to be necessary; and

                  (f)   if at a particular time the Note Trustee is or would be
                        the only Noteholder in respect of a meeting of
                        Noteholders, notwithstanding any other provision of this
                        deed, the requirement to convene such a meeting and put
                        such issue to such meeting will be satisfied if
                        directions are sought from the Note Trustee on the
                        particular issue that would otherwise be put to such
                        meeting. Upon such a direction being given by the Note
                        Trustee, a meeting of the Noteholders will be regarded
                        as having been duly called, convened and held and the
                        direction will be regarded as properly passed as an
                        Extraordinary Resolution of such meeting.

19    RECOURSE OF CREDITORS
================================================================================
RECOURSE LIMITED

                  Without limiting clause 33, the recourse of the Issuer
                  Trustee, the Global Trust Manager and any creditor (including,
                  without limitation, any Secured Creditor) in respect of a
                  Trust is limited to the Assets of that particular Trust.

PART H - MISCELLANEOUS

20    PAYMENTS
================================================================================
SATISFACTION AND DISCHARGE

            20.1  Payment of any amount in accordance with clause 20.4 will be
                  in satisfaction of the money payable and is a good discharge
                  to the Issuer Trustee.


                                       41
<PAGE>

CHEQUES AND NOTICES

            20.2  The Issuer Trustee must prepare or cause to be prepared all
                  Cheques and notices which are to be issued to Noteholders in
                  relation to a Trust under this deed and stamp the same as
                  required by law at the expense of the relevant Trust, and the
                  Issuer Trustee must sign (by autographical, mechanical or
                  other means) such Cheques for dispatch by the day on which
                  they ought to be despatched.

PAYMENTS TO NOTEHOLDERS

            20.3  Any payment made by or on behalf of the Issuer Trustee in
                  respect of any Registered Note shall be made to the person
                  whose name is entered in the Register as the registered owner
                  of the relevant Registered Note (or in the case of joint
                  registered owners, to the person whose name first appears in
                  the Register). Any payment by or on behalf of the Issuer
                  Trustee in respect of any Bearer Note shall be made in
                  accordance with the Note Trust Deed and the Agency Agreement
                  for the relevant Trust.

PAYMENT METHODS

            20.4  Any moneys payable by the Issuer Trustee, the Global Trust
                  Manager or the Servicer under any Transaction Document shall
                  be paid by the Issuer Trustee, the Global Trust Manager or the
                  Servicer (as the case may be) in the manner required by the
                  Transaction Documents and may be paid to such person by:

                  (a)   (CHEQUE) crossed "not negotiable" Cheque in favour of
                        the relevant person and despatched by post to the
                        address of the relevant person being in the case of a
                        Registered Noteholder, the address of that Registered
                        Noteholder shown in the Register on the Record Date or,
                        in the case of any other relevant person, to the address
                        of that other relevant person for the purposes of clause
                        20;

                  (b)   (ELECTRONIC TRANSFER) electronic transfer through a
                        Clearing System;

                  (c)   (DIRECT PAYMENT) by direct transfer to a designated
                        account of the relevant person and agreed to by the
                        Global Trust Manager and the Issuer Trustee; or

                  (d)   (OTHER AGREED MANNER) any other manner specified by the
                        relevant person and agreed to by the Global Trust
                        Manager, the Servicer (but only in the case of a payment
                        to be made by the Servicer) and the Issuer Trustee.

                  The agreement referred to in paragraphs (c) and (d) above may
                  be constituted by the Global Trust Manager directing the
                  Issuer Trustee to make a payment by direct transfer and the
                  Issuer Trustee effecting such transfer.

VALID RECEIPTS

            20.5  A receipt issued by the Issuer Trustee, the Global Trust
                  Manager or the Servicer (as the case may be) for any moneys
                  shall exonerate the person paying the same from all liability
                  to make any further enquiry.


                                       42
<PAGE>

                  Every such receipt shall as to the moneys paid or expressed to
                  be received in such receipt, effectually discharge the person
                  paying such moneys from such liability or enquiry and from
                  being concerned to see to the application or being answerable
                  or accountable for any loss or misapplication of such moneys.

21    PAYMENTS, INCOME AND DISTRIBUTIONS
================================================================================
PAYMENTS

            21.1  The principal and income in relation to a Trust, and other
                  amounts credited to the Collections Account for that Trust,
                  will be allocated by the Global Trust Manager, and paid by the
                  Issuer Trustee at the direction of the Global Trust Manager,
                  in accordance with the Supplemental Deed for that Trust.

            21.2  The Global Trust Manager must, to the extent it is possible to
                  do so, determine that there is an amount of Net Trust Income
                  of each Trust in respect of each Financial Year (being an
                  amount not less than $1) and for the purpose of those
                  calculations:

                  (a)   the Global Trust Manager may determine whether any
                        deemed or actual receipt, profit, gain, payment, loss,
                        outgoing, provision or reserve or any sum of money or
                        investment in a Financial Year is or is not to be
                        treated as being on income or capital account of the
                        Trust (including treating the transfer of amounts from
                        the corpus of the Trust as income of the Trust for any
                        purpose) and whether and the extent to which any
                        provisions and reserves need to be made for the
                        Financial Year;

                  (b)   unless determined otherwise in accordance with clause
                        21.2(a), an item is to be taken into account in
                        calculating the Net Trust Income if it would be taken
                        into account in determining the Net Annual Income; and

                  (c)   the Global Trust Manager will make such determinations
                        as are necessary to ensure, as far as possible, that any
                        tax liability in respect of the Trust in respect of a
                        year of income under Division 6 of the Tax Act (or any
                        similar provision of any replacement act) is borne by
                        the Unitholders and not by the Issuer Trustee.

            21.3  The Global Trust Manager must determine the Net Annual Income
                  of each Trust for each Financial Year and in doing so, it may
                  have regard to the determinations made by it under clause
                  21.2. The Residual Income Unitholders of a Trust shall be
                  entitled to the whole of the Net Annual Income of that Trust
                  for each Financial Year in accordance with the relevant
                  Supplemental Deed.

            21.4  The Residual Income Unitholders of a Trust shall be presently
                  entitled for the purposes of the Tax Act to the whole of the
                  Net Trust Income of that Trust in respect of each Financial
                  Year.


                                       43
<PAGE>

            21.5  On the last day of each Financial Year of a Trust, the
                  Residual Income Unitholders of that Trust will be entitled to
                  be paid an amount equal to whichever is the greater of the
                  following:

                  (a)   its proportion of the Net Trust Income to which it is
                        presently entitled under clause 21.4; and

                  (b)   its proportion of the Net Annual Income to which it is
                        entitled under clause 21.3.

            21.6  The Global Trust Manager may in its absolute discretion
                  require the Residual Income Unitholders of a Trust to invest
                  an amount in the Trust if:

                  (a)   that amount represents an amount to which the Residual
                        Income Unitholders are presently entitled to under
                        clause 21.4 hereof and which amount was not actually
                        paid to the Residual Income Unitholders in the relevant
                        Financial Year; and

                  (b)   the Residual Income Unitholders request the Global Trust
                        Manager (or Issuer Trustee) to pay, or otherwise deal
                        with such amount on behalf of the Residual Income
                        Unitholders,

                  as a payment, or additional payment, in respect of its
                  interest in the Trust.

PAYMENT

            21.7  The Global Trust Manager must calculate the distributions to
                  be paid and direct the Issuer Trustee to pay such
                  distributions.

ISSUER TRUSTEE TO ACT

            21.8  Subject to this deed, the Issuer Trustee must act in
                  accordance with any direction to pay given to it by the Global
                  Trust Manager in accordance with this clause 21.

22    ACCOUNTS AND AUDIT
================================================================================
ACCOUNTS

            22.1  The accounts of each Trust must be prepared by the Global
                  Trust Manager in accordance with the accounting standards
                  under the Corporations Law, and, if not inconsistent with
                  those accounting standards, generally accepted principles and
                  practices in Australia consistently applied by a body
                  corporate or as between bodies corporate and over time. The
                  accounts must be maintained at the office of the Global Trust
                  Manager. The Global Trust Manager covenants with the Issuer
                  Trustee to keep the accounts of each Trust.

AUDIT

            22.2  At the recommendation of the Global Trust Manager, the Issuer
                  Trustee must appoint a person qualified to act as required by
                  the Corporations Law as the Auditor to audit the accounts of
                  each Trust. The Issuer Trustee may replace any Auditor. The
                  Auditor may retire on one month's written notice to the Issuer
                  Trustee. The Auditor's


                                       44
<PAGE>

                  remuneration will be as determined by the Global Trust Manager
                  from time to time.

ESTABLISHMENT OF BANK ACCOUNTS

            22.3  Immediately upon lodgment of any Supplemental Deed in
                  accordance with clause 2.6, the Issuer Trustee must open a
                  Collections Account for the Trust established under the
                  Supplemental Deed with an Eligible Bank in its name which is
                  referable to that Trust. The Issuer Trustee must open such
                  other Collections Accounts as it is directed to do so by the
                  Global Trust Manager. A Collections Account of a Trust:

                  (a)   may be a money market account;

                  (b)   must have Authorised Persons of the Issuer Trustee as
                        the only authorised signatories;

                  (c)   must be such that any moneys deposited in it are
                        Authorised Investments of the Trust; and

                  (d)   must be operated by the Issuer Trustee in accordance
                        with the Transaction Documents.

            22.4  The Issuer Trustee must pay into the Collections Account of a
                  Trust (or procure the payment into the Collections Account of
                  a Trust of):

                  (a)   all moneys raised from the issue of Units and the Notes
                        in respect of that Trust (except to the extent that such
                        moneys are paid directly to the seller of an Asset by
                        the Issuer Trustee); and

                  (b)   any other money received by the Issuer Trustee in
                        respect of the Trust.

WITHDRAWALS

            22.5  The Issuer Trustee must withdraw or procure the withdrawal of
                  funds from the Collections Account for a Trust in accordance
                  with the directions of the Global Trust Manager and apply the
                  same when necessary for:

                  (a)   providing consideration for the acquisition of Assets or
                        the redemption of the Face Value of the Notes for that
                        particular Trust;

                  (b)   making payments for itself, the Global Trust Manager,
                        the Security Trustee or other persons in accordance with
                        this deed for that particular Trust;

                  (c)   making payments to the Secured Creditors for that
                        particular Trust;

                  (d)   any other payments permitted or contemplated by the
                        Transaction Documents for that particular Trust; and

                  (e)   investing any surplus funds in Assets for that
                        particular Trust.


                                       45
<PAGE>

23    ADMINISTRATION AND REPORTING
================================================================================
REGISTER OF UNITHOLDERS

            23.1  The Global Trust Manager must establish a register of
                  Unitholders, which may be in electronic form, and keep it up
                  to date in accordance with the Supplemental Deed for the
                  relevant Trust. Subject to the terms of the relevant
                  Supplemental Deed, the Global Trust Manager must decide what
                  information is to be recorded in the register, in consultation
                  with the Issuer Trustee. A complete copy of the register (or
                  part of it) must be provided to the Issuer Trustee within
                  three Business Days after request. The Issuer Trustee is
                  entitled to rely on and assume the accuracy of the register.

TRANSFERS

            23.2  The Unitholders may transfer Units in accordance with the
                  Supplemental Deed for the relevant Trust. Transfers must be in
                  a form approved by the Global Trust Manager and be presented
                  for registration duly stamped, together with the relevant Unit
                  certificate (if any). A transfer is not effective until
                  registered. The Global Trust Manager may refuse to register
                  any transfer of a Unit in its absolute discretion.

DEATH, LEGAL DISABILITY

            23.3  If a Unitholder of a Trust dies or becomes subject to a legal
                  disability such as bankruptcy or insanity, only the survivor
                  (in the case of joint holders) or the legal personal
                  representative (in any other case) will be recognised as
                  having any claim to Units registered in the Unitholder's name.

DEDUCTIONS

            23.4  The Issuer Trustee and Global Trust Manager may deduct from
                  any amount to be paid to a Unitholder any amount of Tax (or an
                  estimate of it) which they are required or authorised to
                  deduct in respect of that payment by law or by this deed or
                  which the Global Trust Manager considers should be deducted.

24    RIGHTS AND LIABILITIES OF GLOBAL TRUST MANAGER AND ISSUER TRUSTEE
================================================================================
HOLDING UNITS

            24.1  The Issuer Trustee and its Related Entities may hold any Unit
                  issued in respect of a Trust.

OTHER CAPACITIES

            24.2  None of the:

                  (a)   Issuer Trustee;

                  (b)   Global Trust Manager;

                  (c)   Related Entities of the Issuer Trustee;

                  (d)   Related Entities of the Global Trust Manager;


                                       46
<PAGE>

                  (e)   directors or officers of the Issuer Trustee or its
                        Related Entities;

                  (f)   directors or officers of the Global Trust Manager or its
                        Related Entities;

                  (g)   shareholders of the Issuer Trustee or its Related
                        Entities; or

                  (h)   shareholders of the Global Trust Manager or its Related
                        Entities,

                        is prohibited from:

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

                        (B)   at any time:

                              (i)   contracting with;

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

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

                              any other of them in any capacity (including,
                              without limitation, themselves in another
                              capacity), the Security Trustee, any other
                              party to a Transaction Document, or any
                              Unitholder, Secured Creditor or Noteholder;

                  (C)   being interested in any contract or transaction referred
                        to in paragraph (B); or

                  (D)   doing anything which it could do if the Issuer Trustee
                        or the Global Trust Manager was not party to this deed
                        or the other Transaction Documents (provided the
                        Transaction Documents are complied with).

                  None of the persons mentioned is liable to account to the
                  Secured Creditors, the Unitholders or the Noteholders for any
                  profits or benefits (including, without limitation, bank
                  charges, commission, exchange brokerage and fees) derived in
                  connection with any contract or transaction referred to above.

                  The preceding provisions of this clause 24.2 only apply if the
                  Issuer Trustee or the Global Trust Manager (as the case may
                  be), in connection with the action, contract or transaction,
                  acts in good faith to the Secured Creditors and the
                  Unitholders as a whole.

EXERCISE OF DISCRETION

            24.3  Without limiting clause 24.2, the Issuer Trustee and any
                  Related Entity of the Issuer Trustee may perform different
                  roles in connection with the Transaction Documents, including
                  roles as trustee, security trustee,


                                       47
<PAGE>

                  registrar, paying agent, shareholder, beneficiary, and
                  notwithstanding that interests of or duties to the Issuer
                  Trustee in respect of those roles may conflict with interests
                  or duties of any Unitholder or Secured Creditor of a Trust.
                  The Issuer Trustee and each Related Entity of the Issuer
                  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 clause. This clause
                  24.3 is subject to the requirement that the Issuer Trustee
                  acts in good faith regarding the Unitholders and Secured
                  Creditors of each Trust in exercising any powers or rights or
                  taking any action of the kind permitted under this clause.

            24.4  Subject to the terms of the Transaction Documents, the Issuer
                  Trustee and the Global Trust Manager may each decide how and
                  when to exercise their powers in their absolute discretion.

25    LIABILITY OF THE UNITHOLDERS AND NOTEHOLDERS
================================================================================
LIABILITY LIMITED

            25.1  Subject to clause 21.6, the liability of the Unitholders and
                  the Noteholders in respect of a Trust is limited to the
                  application price or Issue Price (as the case may be) paid or
                  agreed to be paid for a Unit or Note. No Unitholder or
                  Noteholder is under any obligation to indemnify the Issuer
                  Trustee or the Global Trust Manager if there is a deficiency
                  in the Net Assets of a Trust or meet the claim of any creditor
                  of the Issuer Trustee or the Global Trust Manager in respect
                  of that Trust.

26    REMUNERATION AND EXPENSES
================================================================================
GLOBAL TRUST MANAGER

            26.1  The Global Trust Manager is entitled to a fee, in respect of a
                  Trust, in an amount agreed from time to time between the
                  Issuer Trustee and the Global Trust Manager in respect of that
                  Trust. Such fee accrues on a daily basis and is to be
                  calculated in relation to, and paid from, the Assets of the
                  relevant Trust in accordance with the Supplemental Deed for
                  that Trust.

ISSUER TRUSTEE

            26.2  The Issuer Trustee is entitled to a fee, in respect of a
                  Trust, in an amount agreed between the Issuer Trustee and the
                  Global Trust Manager in respect of that Trust from time to
                  time. Such fee accrues on a daily basis and is to be
                  calculated in relation to, and paid from, the Assets of the
                  relevant Trust in accordance with the Supplemental Deed for
                  that Trust.


                                       48
<PAGE>

EXPENSES

            26.3  All liabilities and expenses (except general overhead costs
                  and expenses) incurred reasonably and in good faith by the
                  Issuer Trustee or the Global Trust Manager in connection with
                  any Trust or in performing their obligations or exercising
                  their powers under this deed are payable or reimburseable out
                  of the Assets of that Trust in accordance with this clause.
                  This includes (without limitation) liabilities and expenses
                  connected with:

                  (a)   this deed and the formation of the Trust and any
                        Transaction Documents for that Trust;

                  (b)   the sale, purchase, insurance, custody and any other
                        dealing with Assets;

                  (c)   any proposed investment;

                  (d)   the administration, management or promotion of the Trust
                        or its Assets and Liabilities (including the issuance of
                        Notes);

                  (e)   convening and holding meetings of Noteholders, the
                        implementation of any resolutions and communications
                        with Noteholders;

                  (f)   Tax (including Taxes assessed on the income of the
                        Trust, provided it is not on the personal account of the
                        Issuer Trustee or the Global Trust Manager) and bank
                        fees;

                  (g)   the engagement of agents, Valuers, barristers,
                        solicitors, legal practitioners, contractors, brokers,
                        qualified advisers and any other person engaged in
                        accordance with this deed;

                  (h)   preparation and audit of the taxation returns and
                        accounts of the Trust;

                  (i)   subject to clauses 13.9 and 15.9, termination of the
                        Trust and the retirement or removal of the Issuer
                        Trustee or Global Trust Manager and the appointment of a
                        new trustee or manager;

                  (j)   any court proceedings, arbitration or other dispute
                        concerning the Trust including proceedings against the
                        Issuer Trustee or the Global Trust Manager by the other
                        of them (except to the extent that the person incurring
                        the expenses is found by a court to be fraudulent, in
                        breach of trust (in the case of the Issuer Trustee only)
                        or to have been negligent or in material breach of its
                        obligations in which case any expenses reimbursed under
                        this clause 26.3(j) must be repaid to the extent the
                        expenses are referable to the fraud, breach of trust,
                        material breach of obligations or negligence);

                  (k)   any other costs, liabilities or expenses incurred in
                        respect of, or in connection with, any Transaction
                        Document; and

                  (l)   any expenses payable to each Current Rating Agency.


                                       49
<PAGE>

                  All such costs, liabilities and expenses are payable on a full
                  indemnity basis (or, in the case of legal costs and
                  disbursements, charged at the usual commercial rates of the
                  relevant legal services provider).

DEFERRAL

            26.4  The Issuer Trustee and the Global Trust Manager may with the
                  other's approval defer reimbursement of any or all expenses
                  under clause 26.3 for an agreed period.

GST

            26.5  The fees set out in clauses 26.1 and 26.2 are inclusive of
                  GST. The supplier of the fee will provide the Global Trust
                  Manager and the Issuer Trustee with any reasonable
                  documentation required for GST purposes so as to enable the
                  Global Trust Manager and the Issuer Trustee to receive an
                  input tax credit or tax return for GST purposes.

APPLICATION

            26.6  To the extent permitted by law, money received in connection
                  with this deed or the Supplemental Deed in respect of a Trust
                  is to be applied in the order set out in the Supplemental Deed
                  for that Trust.

27    NOTICES
================================================================================
NOTICES

            27.1  Subject to clauses 27.4 and 27.5, any notice, approval,
                  consent or other communication in connection with this deed:

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

                  (b)   must be in writing; and

                  (c)   must be left at the address of the addressee or sent by
                        prepaid ordinary post 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 specified in clause 27.2 or any other
                        address, facsimile number or e-mail address any party
                        may from time to time notify to the other parties as its
                        address for service of communications pursuant to this
                        deed.

INITIAL ADDRESSES

                  27.2  The initial address and facsimile numbers of the Issuer
                        Trustee and the Global Trust Manager are:

                             ISSUER TRUSTEE:

                             Address:     Level 3
                                          39 Hunter Street
                                          Sydney NSW 2000
                             Facsimile:   (02) 9221 7870
                             Attention:   Manager, Securitisation
                             E-mail:      as notified from time to time


                                       50
<PAGE>

                             GLOBAL TRUST MANAGER:

                             Address:     7301 Baymeadows Way
                                          Jacksonville  Florida  32256
                                          United States of America
                             Facsimile:   904 281 3062
                             Attention:   General Counsel
                             E-mail:      rjjacobs@homeside.com

TIME EFFECTIVE

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

RECEIPT

                  27.4  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 4.00 p.m. (local time at the address of the
                        recipient) on a Business Day it is deemed to have been
                        received at the commencement of business on the next
                        following Business Day.

            27.5  All notices with respect to the Unitholders or the Noteholders
                  are valid if despatched by prepaid ordinary post (airmail if
                  posted to a place outside Australia) to the Unitholders or the
                  Noteholders at their registered office (or, in the case of
                  Registered Noteholders, to the address specified in the
                  Register and, in the case of joint holders, to the person
                  whose name first appears in the Register ). Such notice is
                  taken to be received on the third (seventh, if posted to a
                  place outside Australia) day after posting.

            27.6  Where a notice or other communication is to be provided under
                  this deed to a Noteholder of a Note in bearer form, the notice
                  may be given in accordance with the relevant Note Trust Deed.


                                       51
<PAGE>

28    AMENDMENTS TO THIS DEED AND SUPPLEMENTAL DEED
================================================================================
AMENDING POWER

            28.1  Subject to this clause 28.1 and to any approval required by
                  law and by clause 28.2, and provided that 10 Business Days
                  prior notice of the proposed amendment has been given to the
                  Current Rating Agency, the Issuer Trustee and the Global Trust
                  Manager by deed may amend, add to or revoke any provision of
                  this deed (including this clause 28.1) as it applies to any
                  Trust or any provision of any Supplemental Deed for the Trust
                  if the amendment, addition or revocation:

                  (a)   in the reasonable opinion of the Issuer Trustee or of
                        legal counsel appointed by the Issuer 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 Issuer Trustee is made to correct
                        a manifest error or is of a formal, technical or
                        administrative nature only;

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

                  (d)   in the opinion of the Issuer Trustee is otherwise
                        desirable for any reason; or

                  (e)   is considered by the Issuer Trustee not to be materially
                        prejudicial to the interests of the Noteholders as a
                        whole or the interests of any individual Noteholder or
                        group of Noteholders; or

                  (f)   in the reasonable opinion of the Issuer Trustee or of
                        legal counsel appointed by the Issuer Trustee is
                        required by, is a consequence of, is consistent with or
                        is appropriate or expedient as a consequence of, any
                        amendment to any statute, regulation or requirements of
                        any Governmental Agency (including, without limitation,
                        any amendment, addition or revocation which is in the
                        opinion of the Issuer Trustee appropriate or expedient
                        as a result of any amendment to any legislation dealing
                        with, or associated with, taxation or any ruling by the
                        Commissioner or Deputy Commissioner of Taxation or any
                        government announcement or statement that has or may
                        have the effect of altering the manner or basis of
                        taxation of trusts generally or of trusts similar to any
                        of the Trusts).

CONSENT REQUIRED

            28.2  If in the reasonable opinion of the Issuer Trustee any
                  amendment, addition or revocation referred to in clause
                  28.1(c) or clause 28.1(d) will be or is likely to become
                  prejudicial to the interests of Noteholders of a particular
                  class in respect of the Trust or to the


                                       52
<PAGE>

                  interests of all Noteholders in respect of the Trust, the
                  amendment, addition or revocation may be effected only if in
                  accordance with clause 28.3 or 28.4 (as the case may be).

AMENDMENTS PREJUDICIAL TO NOTEHOLDERS OF A CLASS

            28.3  Subject to clause 28.4, if in the reasonable opinion of the
                  Issuer Trustee any amendment, addition or revocation referred
                  to in clause 28.1(c) or clause 28.1(d) will be or is likely to
                  become prejudicial to the interests of Noteholders of a
                  particular class, the amendment, addition or revocation may
                  only be effected if the relevant Noteholders pass an
                  Extraordinary Resolution approving such amendment, addition or
                  revocation in accordance with this deed.

AMENDMENTS PREJUDICIAL TO ALL NOTEHOLDERS

            28.4  If in the reasonable opinion of the Issuer Trustee, any
                  amendment, addition or revocation referred to in clause
                  28.1(c) or clause 28.1(d) will be or is likely to become
                  prejudicial to the interests of all Noteholders in respect of
                  the Trust:

                  (a)   the amendment, addition or revocation may only be
                        effected if the relevant Noteholders pass an
                        Extraordinary Resolution approving such amendment,
                        addition or revocation in accordance with this deed; and

                  (b)   there will not be a separate Extraordinary Resolution
                        required for each class of Noteholders pursuant to
                        clause 28.3.

            28.5  The Issuer Trustee will be entitled to assume that any
                  proposed alteration, addition or revocation referred to in
                  clause 28 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.

29    TAX REFORM
================================================================================
29.1  The parties acknowledge that:

                  (a)   the Commonwealth Government of Australia has announced
                        its intention that trusts be taxed as companies from 1
                        July 2001;

                  (b)   it is not known whether the Trusts will be excluded from
                        this new regime;

                  (c)   it is in the interest of all parties, including the
                        Issuer Trustee, the Noteholders and the Residual Income
                        Unitholders, that:

                        (i)   the Issuer Trustee always be in a position to pay
                              any tax liability when due;


                                       53
<PAGE>

                        (ii)  the payment of tax by the Issuer Trustee must not
                              affect the amount of principal or interest payable
                              on the rated Notes or the timing of such payments;
                              and

                        (iii) the rating of the Notes be maintained; and

                  (d)   no draft legislation to implement this change has been
                        introduced into the Australian Federal Parliament, and
                        it is not conclusively known when or whether tax will be
                        payable (by the Trusts) or what, if any, transition
                        provisions will apply.

            29.2  If and when draft legislation is introduced into Australian
                  Federal Parliament, and the result of that draft legislation
                  if it becomes law will be that the Issuer Trustee will become
                  liable to pay tax on the Net Trust Income of the Trust, or any
                  part of it, then the Global Trust Manager shall promptly
                  consult with the Issuer Trustee and each Current Rating Agency
                  to determine what changes, if any, are necessary to the
                  cashflow methodology and/or to the Transaction Documents to
                  achieve the objective referred to in clause 29.1(c) (the
                  "OBJECTIVE");

                  (a)   within a reasonable time of the draft legislation being
                        introduced into Parliament (or such longer time as the
                        Issuer Trustee and each Current Rating Agency permit)
                        the Global Trust Manager shall provide a written
                        recommendation to the Issuer Trustee and a draft
                        amending deed ("AMENDING Deed") that if executed will
                        achieve the Objective; and

                  (b)   upon the Issuer Trustee being notified that the draft
                        Amending Deed will achieve the Objective (and in this
                        regard the Issuer Trustee may rely (amongst others) upon
                        advice of tax lawyers) the Issuer Trustee and the Global
                        Trust Manager shall execute the Amending Deed.

            29.3  Provided that the Issuer Trustee and each Current Rating
                  Agency receives written advice from an experienced and
                  reputable tax lawyer or tax accountant to the effect that if
                  the cashflow methodology, as amended by the Amending Deed, is
                  followed the Objective will be met, and each Current Rating
                  Agency confirms the change in Tax law or the Amending Deed
                  will not have an Adverse Rating Effect in respect of the
                  relevant Trust:

                  (a)   the Issuer Trustee shall not be obliged to obtain the
                        consent of any Noteholder, Secured Creditor or Residual
                        Income Unitholder to the Amending Deed;

                  (b)   subject to its terms, the Amending Deed shall be
                        effective when executed, and may:

                        (i)   permit the Issuer Trustee to accumulate a reserve
                              out of moneys that would otherwise be payable to
                              the Residual Income Unitholders; and


                                       54
<PAGE>

                        (ii)  provide for Tax to be paid out of moneys that
                              would otherwise have been payable to the Residual
                              Income Unitholders; and

                  (c)   without limiting this clause 29, in formulating a
                        proposal to meet the Objective, the Global Trust Manager
                        shall have regard to the impact of any change to the
                        cashflow methodology to the Residual Income Unitholders,
                        and shall consider proposals made by the Residual Income
                        Unitholders that will enable the Issuer Trustee to meet
                        the Objective.

30    UNITHOLDERS AND SECURED CREDITORS BOUND BY DEED
================================================================================

                  The terms and conditions of this deed as duly altered,
                  modified, added to or cancelled from time to time are binding
                  on the Issuer Trustee, the Global Trust Manager, each
                  Unitholder, each Secured Creditor and all persons claiming
                  through any of them respectively as if that person were a
                  party to this deed.

31    MISCELLANEOUS
================================================================================
CERTIFICATE

            31.1  A certificate signed by the Issuer Trustee or its solicitors
                  about a matter or about a sum payable to the Issuer Trustee in
                  connection with this deed or a Supplemental Deed 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

            31.2  The Issuer Trustee 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 Issuer Trustee,
                  negligence, fraud or breach of trust.

WAIVER AND VARIATION

            31.3  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

            31.4  Any present or future legislation which operates to vary the
                  obligations of the Issuer Trustee in connection with this deed
                  with the result that the Issuer 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.


                                       55
<PAGE>

APPROVALS AND CONSENT

            31.5  The Issuer Trustee, the Global Trust Manager 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

            31.6  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.

INDEMNITIES

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

TIME OF THE ESSENCE

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

RECEIPTS

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

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

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

ACKNOWLEDGMENT

                  31.10 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.

                  31.11 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.

DISCLOSURE OF INFORMATION

                  31.12 Subject to this deed, the Issuer Trustee is not required
                        (unless ordered so to do by a court of competent
                        jurisdiction) to disclose to any Unitholder, Secured
                        Creditor or any other person confidential,


                                       56
<PAGE>

                        financial or other information made available to the
                        Issuer Trustee in connection with this deed.

RIGHTS CUMULATIVE

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

SIGNATURES

                  31.14 The Issuer Trustee and the Global Trust Manager may rely
                        on the validity of any signature on any transfer, form
                        of application or other instrument or document unless
                        the Issuer Trustee or the Global Trust Manager (as the
                        case may be) has reasonable grounds to believe that the
                        signature is not genuine. Neither the Issuer Trustee nor
                        the Global Trust Manager is liable to make good out of
                        its own funds any loss incurred by any person if a
                        signature is forged or otherwise fails to bind the
                        person whose signature it purports to be or on whose
                        behalf it purports to be made. Any such loss, subject to
                        any right of reimbursement from any other person
                        (including the Global Trust Manager) is to be borne by
                        the relevant Trust in respect of which the loss is
                        incurred.

MEETINGS

                  31.15 A reference in this deed to a meeting of Secured
                        Creditors of a Trust is a reference to a meeting of
                        Secured Creditors of the Trust conducted in accordance
                        with the provisions of the relevant Deed of Charge.

32    GOVERNING LAW
================================================================================
GOVERNING LAW

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

SUBMISSION TO JURISDICTION

                  32.2  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
                        limitation, by claiming that the action has been brought
                        in an inconvenient forum or that those courts do not
                        have jurisdiction.

SERVICE

                  32.3  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 27.


                                       57
<PAGE>

33    LIMITED RECOURSE
================================================================================

                        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).

34    COUNTERPARTS
================================================================================

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

EXECUTED as a deed in the Australian Capital Territory.


                                       58
<PAGE>

SCHEDULE 1             NOTICE OF CREATION OF TRUST
================================================================================

                       To:     Perpetual Trustee Company Limited ("ISSUER
                               TRUSTEE")

                       From:   HomeSide Global MBS Manager, Inc ("GLOBAL TRUST
                               Manager")

                       Under clause 3.1 of the Master Trust Deed dated [ ] 2001
                       between the Issuer Trustee and the Global Trust Manager
                       establishing the HomeSide Mortgage Securities Trusts (as
                       amended from time to time) ("MASTER TRUST DEED") the
                       Global Trust Manager gives notice of the creation of a
                       Trust under the Master Trust Deed to be known as the [ ]
                       [Trust X-Y] Trust [or such other name as the Global Trust
                       Manager and the Issuer Trustee have agreed under clause
                       2.7 of the Master Trust Deed].

                       The [ ] [Trust X-Y] Trust will be a Trust for the
                       purposes of the Master Trust Deed.

                       This Notice of Creation of Trust is accompanied by $10 in
                       accordance with clause 3.1(b) of the Master Trust Deed.

                       The Residual Capital Unitholder of the Trust is [ ] and
                       the Residual Income Unitholder of the Trust is [ ] each
                       of whom has contributed $5 of the accompanying $10 as the
                       initial application price of their respective units.

                       The above sum of $10 will vest in the Issuer Trustee and
                       be held by the Issuer Trustee on and subject to the
                       trusts, terms and conditions of the Master Trust Deed and
                       the Supplemental Deed dated [ ] in respect of this Trust
                       and will be invested by the Issuer Trustee in accordance
                       with the provisions of the Supplemental Deed and the
                       Master Trust Deed.

                       Terms defined for the purposes of the Master Trust Deed
                       have the same meaning when used in this Notice of
                       Creation of Trust.

                       Dated:

                       For and on behalf of the Global Trust Manager


                       ---------------------------------------
                       Authorised Person

                       For and on behalf of the Issuer Trustee


                       ---------------------------------------
                       Authorised Person


                                       59
<PAGE>

SCHEDULE 2             RECEIVABLES TRANSFER DIRECTION
================================================================================

TO:         PERPETUAL TRUSTEE COMPANY LIMITED as trustee of the [ ] Trust
            [and [ ]] Trust ("ISSUER TRUSTEE")

FROM:       HOMESIDE GLOBAL MBS MANAGER, INC ("GLOBAL TRUST MANAGER")

                        1     DIRECTION TO ACQUIRE RECEIVABLES

                        Under clause 5.2 of the Master Trust Deed dated [ ] 2001
                        (as amended from time to time) establishing the HomeSide
                        Mortgage Securities Trusts ("MASTER TRUST DEED"), the
                        Global Trust Manager proposes and directs in this
                        direction ("DIRECTION") that the Issuer Trustee on [ ]
                        will:

                        (a)   [offer to [ ] to cease to hold as trustee of the
                              [ ] Trust, and dispose of to [ ], the Assets
                              specified in Annexure A;] or [hold as trustee of
                              the [ ] Trust ("TRUST") on the terms of the Master
                              Trust Deed the benefit of the portfolio of Assets
                              specified in Annexure A ("PORTFOLIO OF ASSETS");]
                              and

                        (b)   [receive from [ ] ("RELEVANT ACQUIRER") the
                              principal amount of the Housing Loans relating to
                              the Portfolio of Assets at [date] being $[ ].]

                        2     GLOBAL TRUST MANAGER'S CERTIFICATIONS

                        The Global Trust Manager certifies to the Issuer Trustee
                        that:

                        (a)   this direction complies with the Master Trust Deed
                              and the relevant Supplemental Deed dated [ ];

                        (b)   after due enquiry it believes the Issuer Trustee
                              as trustee of both the [ ] Trust and the [ ] Trust
                              will be able to satisfy all its present and future
                              obligations and liabilities having regard to any
                              Notes to be issued, any other Borrowings, any
                              Assets to be acquired and other anticipated
                              rights, liabilities and obligations of the Issuer
                              Trustee.

                        INTERPRETATION

                        Each expression used in this Direction that is not
                        defined has the same meaning as in the [ ] Master
                        Definitions Schedule dated [ ] between the Issuer
                        Trustee, the Security Trustee and the Global Trust
                        Manager.

                        Dated:

                        For and on behalf of [                 ]

                                              Authorised Person


                                       60
<PAGE>

                                   ANNEXURE A

                               PORTFOLIO OF ASSETS

                          [Specify Portfolio of Assets]


                                       61
<PAGE>

SCHEDULE 3             ISSUE NOTICE
================================================================================

                       TO:    [       ]


                       Dear Sirs


                       [                         ] TRUST

                       [  ] ("GLOBAL TRUST MANAGER") refers to the Master Trust
                       Deed dated [  ] and the
                       Supplemental Deed referable to the
                       [  ] Trust dated [  ] ("MASTER
                       TRUST DEED").

                       NOTES

                       Pursuant to clause 9.1 of the Master Trust Deed, the
                       Global Trust Manager hereby notifies the Issuer Trustee
                       of the details of the issue of Notes on the following
                       terms:

                       (a)    Class;

                       (b)    Name;

                       (c)    Issue Date;

                       (d)    Maturity Date;

                       (e)    the number of Notes to be issued;

                       (f)    the initial Face Value of those Notes;

                       (g)    the Notes are [interest bearing/not interest
                              bearing] and the interest is [fixed/floating/at a
                              discount]

                       (h)    the [Margin] is [  ];

                       (i)    the [Payment Date] is [  ];

                       (j)    the Notes are secured by [  ];

                       (k)    the Support Facilities are [  ];

                       (l)    [INSERT SALE NOTICE DETAILS];

                       (m)    the minimum subscription for the Notes is [  ];

                       (n)    [the currency of the Note];

                       (o)    [OTHERS].


                                       62
<PAGE>

                       GLOBAL TRUST MANAGER'S CERTIFICATIONS

                       For the purposes of clause 9.2 of the Master Trust Deed,
                       the Global Trust Manager confirms that:

                       (a)     based on the anticipated Assets of the Trust at
                               the date of this Issue Notice, the Issuer Trustee
                               should (and the Global Trust Manager reasonably
                               believes that the Issuer Trustee will) be able to
                               meet its anticipated obligations and Liabilities
                               in respect of the Trust as and when they fall
                               due;

                       (b)     the terms of the Master Trust Deed with respect
                               to the proposed issue or drawing have been, and
                               will on the Issue Date or the date of the drawing
                               continue to be, complied with; and

                       (c)     the acquisition of the Assets (if any) and the
                               characteristics of the Assets are consistent with
                               all information memoranda, notices, reports,
                               statements and the like given to Secured
                               Creditors.


                       Yours faithfully


                       FOR AND ON BEHALF OF THE GLOBAL TRUST MANAGER


                                       63
<PAGE>

SCHEDULE 4             MEETINGS OF NOTEHOLDERS
================================================================================

                  1     A meeting of Noteholders of a Trust must be convened by
                        notice in writing sent to every Noteholder of that Trust
                        entitled to attend and vote at the meeting at least 7
                        Business Days before the date of the meeting. The notice
                        of meeting must include a proxy form. The notice of
                        meeting need not set out the terms of any resolution to
                        be proposed, but must state the general nature of the
                        business to be transacted at the meeting. Either the
                        Global Trust Manager or the Issuer Trustee may convene a
                        meeting but must first give the other at least 10
                        Business Days notice of its intention to do so.

NON-RECEIPT

                  2     If a Noteholder does not receive a notice (including if
                        notice was accidentally omitted to be given to them) the
                        meeting is not invalidated.

QUORUM

                  3     The quorum for a meeting of a Trust is Noteholders
                        present in person or by proxy together holding between
                        them at least 67% of the Invested Amount of the Notes
                        for that Trust.

NO QUORUM

                  4     If a quorum is not present within 30 minutes after the
                        scheduled time for the meeting, the meeting is:

                        (a)   if convened on the requisition of Noteholders -
                              dissolved; or

                        (b)   otherwise - adjourned to such place and time as
                              the Global Trust Manager decides in consultation
                              with the Issuer Trustee.

                        At any adjourned meeting, those Noteholders present in
                        person or by proxy holding between them at least 50% of
                        the Invested Amount of the Notes constitute a quorum.

CHAIRMAN

                  5     A person may be appointed as the chairman of a meeting
                        of Noteholders of a Trust (the "CHAIRMAN") by an
                        ordinary resolution of the Noteholders of that Trust
                        present at the meeting or, in the absence of such an
                        appointment, nominated by the Issuer Trustee. The
                        Chairman need not be a Noteholder.

ADJOURNMENT

                  6     The Chairman has power to adjourn a meeting for any
                        reason to such place and time as the Chairman thinks
                        fit.

VOTING

                  7     Voting at a meeting of Noteholders of a Trust is by a
                        show of hands, unless a poll is duly demanded or the
                        Resolution


                                       64
<PAGE>

                        proposed is required by this deed or by law to be
                        decided by a percentage of all Notes. Each Noteholder of
                        the Trust present in person or by proxy has one vote on
                        a show of hands. On a poll, each Noteholder of the Trust
                        present in person or by proxy has one vote for every $10
                        of the Invested Amount (rounded down to the nearest $10)
                        in respect of that Noteholder. In the case of joint
                        holders, only the person whose name appears first in the
                        register may vote.

POLL

                  8     A poll may be demanded before or on declaration of the
                        result of a show of hands by either:

                        (a)   the Chairman; or

                        (b)   at least 1 Noteholder present in person or by
                              proxy.

CASTING VOTE

                  9     If votes are equal, whether on a show of hands or on a
                        poll, the Chairman has a casting vote in addition to the
                        vote or votes (if any) to which the Chairman is entitled
                        as a Noteholder.

PROXIES

                  10    A Noteholder may be represented at a meeting by proxy.
                        Proxies are governed by Part 2G.4 Division 5 of the
                        Corporations Law as if all meetings were convened under
                        Part 2G.4 Division 5. The Issuer Trustee is not
                        obligated to enquire whether a proxy has been validly
                        given. A proxy expires after 12 months. A proxy is still
                        valid after it is revoked or after the Noteholder who
                        gave it dies or becomes under a legal disability, unless
                        the Issuer Trustee has received written notice of that
                        fact before the meeting at which the proxy is used.

REPRESENTATIVES

                  11    A body corporate may be represented at a meeting by a
                        person appointed in the manner provided in section 250D
                        of the Corporations Law. The person may exercise on the
                        body's behalf the same powers as the body could if it
                        were a natural person and the body is taken to be
                        present at the meeting in person.

OTHER ATTENDEES

                  12    The Issuer Trustee, the Global Trust Manager, the
                        Unitholders and the Auditor may attend and speak at any
                        meeting, or invite any other person to attend and speak.

RESOLUTIONS BINDING

                  13    A Resolution in respect of a Trust binds all Noteholders
                        of the Trust, whether or not they are present at the
                        meeting. No objection may be made to any vote cast
                        unless the objection is made at the meeting. The
                        decision of the Chairman on any matter is final.


                                       65
<PAGE>

MINUTES

                  14    The minutes of a meeting of Noteholders signed by the
                        Chairman of the meeting are conclusive evidence of the
                        matters stated in them unless the contrary is proved.

WRITTEN RESOLUTIONS

                  15    Notwithstanding the provisions of this schedule, a
                        Resolution of the Noteholders of a Trust (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:

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

                        (b)   any such instrument shall be effective upon
                              presentation to the Issuer Trustee for entry in
                              the records referred to in paragraph 13.

POWERS OF A MEETING

                  16

                        (a)   Subject to paragraph (b) below, a meeting of the
                              Noteholders of a Trust shall, without prejudice to
                              any rights or powers conferred on other persons by
                              the Transaction Documents, have power exercisable
                              by Extraordinary Resolution:

                              (i)   to sanction any action that the Issuer
                                    Trustee or the Global Trust Manager proposes
                                    to take to enforce the provisions of any
                                    Transaction Documents relating to the Trust;

                              (ii)  to sanction any proposal by the Global Trust
                                    Manager or the Issuer Trustee for any
                                    modification, abrogation, variation or
                                    compromise of, or arrangement in respect of,
                                    the rights of the Noteholders against the
                                    Issuer Trustee or the Global Trust Manager,
                                    whether such rights arise under any
                                    Transaction Document or otherwise;

                              (iii) to sanction the exchange or substitution of
                                    Notes for or the conversion of Notes into
                                    any other obligations or securities of the
                                    Issuer Trustee or any other body corporate
                                    formed or to be formed;

                              (iv)  subject to the Master Trust Deed and the
                                    relevant Supplemental Deed, to consent to
                                    any alteration, addition or modification of
                                    the Master Trust Deed or the relevant
                                    Supplemental Deed which is proposed by the
                                    Issuer Trustee or the Global Trust Manager;


                                       66
<PAGE>

                              (v)   to discharge or exonerate the Issuer Trustee
                                    or the Global Trust Manager from any
                                    liability in respect of any act or omission
                                    for which it may become responsible under
                                    any Transaction Document relating to the
                                    Trust; and

                              (vi)  to authorise the Issuer Trustee, the Global
                                    Trust Manager or any other person to concur
                                    in and execute and do all such documents,
                                    acts and things as may be necessary to carry
                                    out and give effect to any Extraordinary
                                    Resolution.

                        (b)   A meeting of the Noteholders of the Trust shall
                              not have power to, nor shall any resolution
                              submitted to the meeting propose or have the
                              effect of:

                              (i)   removing the Issuer Trustee or Global Trust
                                    Manager from office;

                              (ii)  interfering with the management of any
                                    Trust;

                              (iii) winding-up or terminating a Trust, except as
                                    contemplated by the Master Trust Deed;

                              (iv)  altering the Authorised Investments of a
                                    Trust; or

                              (v)   altering the terms upon which any Notes are
                                    issued (subject to the specific provisions
                                    of paragraph (a) above).


                                       67
<PAGE>

SCHEDULE 5             FORM OF ACKNOWLEDGEMENT
================================================================================

                       To:                                             (Name)
                          ---------------------------------------------
                                                                       (Address)
                          ---------------------------------------------

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

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

                       Register:
                                ---------------------------------------

                       Number of Notes:
                                       --------------------------------

                       Final Maturity Date:
                                           ----------------------------

                       Face Value of each Note:
                                               ------------------------

                       Coupon (if applicable):
                                              -------------------------

                       Payment Dates:
                                     ----------------------------------

                       This is to acknowledge that the person named above has
                       been entered in the Register of Noteholders in respect of
                       the abovementioned Notes ("NOTES") issued by Perpetual
                       Trustee Company Limited (ABN 42 000 001 007) ("ISSUER
                       TRUSTEE") as trustee of the [ ] Trust ("TRUST") as
                       constituted by the Supplemental Deed dated [ ] under the
                       terms of the Master Trust Deed dated [ ] ) (together the
                       "MASTER TRUST DEED") each between the Trustee and
                       HomeSide Global MBS Manager, Inc. ("GLOBAL TRUST
                       MANAGER"). The Notes described above are registered and
                       held by the Noteholder(s) named above subject to the
                       terms and conditions of the Master Trust Deed and the
                       Master Security Trust Deed ("SECURITY TRUST DEED")
                       between the Issuer Trustee, Global Trust Manager, P. T.
                       Limited (ABN 67 004 454 666)("SECURITY TRUSTEE") and the
                       Bank of New York, New York Branch ("NOTE TRUSTEE").

                       A tax file number has/has not been obtained from the
                       person named above.

                       Copies of the Master Trust Deed and Master Security Trust
                       Deed are available for inspection by appointment at the
                       office of the Global Trust Manager at [ ].

                       None of the Global Trust Manager, Security Trustee nor
                       the Issuer Trustee is under any obligation at any time to
                       repurchase Notes from Noteholders.

                       The Acknowledgment is not a certificate of title and the
                       Register of Noteholders on which these Notes are
                       registered is the only conclusive evidence of the title
                       of the abovementioned person to the Notes.


                                       68
<PAGE>

                       The Issuer Trustee's liability to make payments on the
                       Notes is limited under the Master Trust Deed and the
                       Master Security Trust Deed to its right of indemnity from
                       the assets of the Trust. The Issuer Trustee will (subject
                       to the terms of the Master Trust Deed) only be liable in
                       respect of the Notes for anything beyond its actual right
                       of indemnity from the assets of the Trust in respect of
                       any negligence, fraud, or breach of trust on the part of
                       the Issuer Trustee.

                       None of the Global Trust Manager, the Security Trustee or
                       the Issuer Trustee guarantees the repayment of the Face
                       Value of, or the Coupon due on, the Notes.

                       Transfers of the Notes must be made pursuant to a
                       transfer form as are available from the Global Trust
                       Manager at [ ]. Executed transfer forms of the Notes must
                       be lodged with the Issuer Trustee and be accompanied by
                       this Acknowledgment.

                       Each expression in this Acknowledgment that is not
                       defined herein has the same meaning as in the Master
                       Trust Deed.

                       Dated


                       For and on behalf of
                       [ISSUER TRUSTEE]


                       ---------------------------  ----------------------------
                       Authorised Person            Authorised Person


                                       69
<PAGE>

SCHEDULE 6             REGISTER OF NOTEHOLDERS
================================================================================

REGISTER

            1     The Issuer Trustee must, in respect of each Trust, keep an up
                  to date Register in respect of that Trust. The Issuer Trustee
                  must enter into the Register for a particular Trust:

                  (a)   the name of the Trust;

                  (b)   the names and addresses of the Noteholders;

                  (c)   the number of Notes held by each Noteholder;

                  (d)   the date on which each Noteholder was first registered
                        in the Register;

                  (e)   the date on which any person ceases to be a Noteholder;

                  (f)   the Coupon (if applicable) payable in relation to the
                        Note;

                  (g)   the Final Maturity Date (if applicable) in relation to
                        the Note;

                  (h)   the account into which any payments to a Noteholder are
                        to be paid (if applicable);

                  (i)   the Issue Price in relation to the Notes;

                  (j)   the Face Value of the Notes;

                  (k)   the Invested Amount in relation to the Notes; and

                  (l)   any other particulars the Global Trust Manager or the
                        Issuer Trustee agree are desirable or as required under
                        the relevant Supplemental Deed.

ISSUER TRUSTEE NOT LIABLE FOR MISTAKE

            2     The Issuer Trustee is not liable for any mistake in the
                  Register or in any purported copy except to the extent that
                  the mistake is attributable to the Issuer Trustee's own fraud,
                  negligence or breach of trust.

GLOBAL TRUST MANAGER ACCEPT CORRECTNESS

            3     The Global Trust Manager is entitled to accept the correctness
                  of all information contained in the Register and is not liable
                  to any person for any error in it.

INSPECTION

            4     The Global Trust Manager, or Noteholders and their authorised
                  representatives may inspect that part of the Register which
                  relates to the Noteholder free of charge at any time when the
                  Issuer Trustee's registered office is required to be open and
                  accessible to the public. The Issuer Trustee shall give a copy
                  of the Register or part of it to the Global Trust Manager
                  within three Business Days of receipt of a request from the
                  Global Trust Manager.


                                       70
<PAGE>

CHANGE IN INFORMATION

            5     A Noteholder must advise the Issuer Trustee of any change to
                  the information noted in the Register in respect of that
                  Noteholder. Upon receipt of such advice, the Issuer Trustee
                  must promptly update the information contained in the Register
                  and copy the updated information to the Global Trust Manager.

CLOSURE

            6     The Issuer Trustee from time to time may close the Register
                  but no part of the Register may be closed for more than 30
                  days in aggregate in any calendar year.

NOTICE OF OTHER INTEREST

            7     Except as otherwise provided in this deed, no notice of any
                  trust, whether express, implied or constructive, shall be
                  entered in the Register and neither the Issuer Trustee nor the
                  Global Trust Manager shall be affected by or compelled to
                  recognise (even when having notice of it) any right or
                  interest in any Note other than the Noteholders' absolute
                  right to the entirety of them and the receipt by a Noteholder
                  shall be a good discharge to the Issuer Trustee and Global
                  Trust Manager.

INFORMATION

            8     The Global Trust Manager shall furnish the Issuer Trustee with
                  such information as the Issuer Trustee may reasonably require
                  to maintain the Register.

CLOSURE TO CALCULATE ENTITLEMENT

            9     In order to calculate any payments due to Noteholders and
                  interest entitlements, the Register may be closed by the
                  Issuer Trustee from 4:30 pm on such Business Day as the Global
                  Trust Manager determines from time to time (not exceeding five
                  Business Days) and recommence at the commencement of business
                  on the Business Day immediately following the day that such
                  payments or interest entitlements are payable.

APPOINTMENT OF THIRD PARTY REGISTRAR

            10    The Issuer Trustee, with the approval of the Global Trust
                  Manager, may cause the Register to be maintained by a third
                  party on its behalf and require that person to discharge the
                  Issuer Trustee's obligations under this deed in relation to
                  the Register. The Issuer Trustee is not liable for any act or
                  omission of such person provided the Issuer Trustee has acted
                  in good faith and without negligence or breach of trust in
                  selecting a person competent to perform this function and in
                  the appointment of the person.

CONCLUSIVENESS OF REGISTER

            11    An Acknowledgment is not a certificate of title as to Notes
                  and subject to the terms of the relevant Note the Register is
                  the only conclusive evidence of title to Notes.

WORN OUT OR LOST ACKNOWLEDGMENT

            12    If an Acknowledgment becomes worn out or defaced, then upon
                  production of it to the Issuer Trustee, a replacement will be
                  issued. If


                                       71
<PAGE>

                  an Acknowledgment is lost or destroyed, and upon proof of this
                  to the satisfaction of the Issuer Trustee and the provision of
                  such indemnity as the Issuer Trustee considers adequate, a
                  replacement Acknowledgment will be issued. A fee not exceeding
                  $10 may also be charged by the Issuer Trustee for the new
                  Acknowledgment if it so requires.

RECTIFICATION OF REGISTER

            13    If:

                  (a)   an entry is omitted from the Register; or

                  (b)   an entry is made in the Register otherwise than in
                        accordance with this deed; or

                  (c)   an entry wrongly exists in the Register; or

                  (d)   there is an error or defect in any entry in the
                        Register; or

                  (e)   a default is made or an unnecessary delay takes place in
                        entering into the Register that any person has ceased to
                        be the holder of a Note or any other information,

                  the Issuer Trustee may rectify the same and the Issuer Trustee
                  is not liable for any loss, costs or liability incurred as a
                  result of any of the foregoing occurring except to the extent
                  that the loss, costs or liability is the result of fraud,
                  negligence or breach of trust on behalf of the Issuer Trustee.


                                       72
<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
Occupation of witness               )      has received no notice of
                                    )      revocation of the power of attorney



SIGNED by                           )
                                    )
                                    )
on behalf of and SEALED AND         )
DELIVERED by HOMESIDE               )
GLOBAL MBS 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


                                       73
<PAGE>

                      -------------------------------------
                      DATED              3 January 2001

                                HOMESIDE MORTGAGE
                                SECURITIES TRUSTS

                                MASTER TRUST DEED

                        PERPETUAL TRUSTEE COMPANY LIMITED
                               ("ISSUER TRUSTEE")
                        HOMESIDE GLOBAL MBS MANAGER, INC.
                            ("GLOBAL TRUST MANAGER")





                            MALLESONS STEPHEN JAQUES
                                   Solicitors

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

CONTENTS               MASTER TRUST DEED
================================================================================

                       1     DEFINITIONS AND INTERPRETATION                  2

                             Definitions Schedule                            2
                             Interpretation                                  2

                       2     THE TRUSTS                                      3

                             Issuer Trustee                                  3
                             Global Trust Manager                            3
                             Declarations of trust                           3
                             Assets vest in Issuer Trustee                   3
                             Assets to be kept separate                      3
                             Supplemental Deeds                              3
                             Name of Trusts                                  4
                             Designation and discharge of Liabilities        4
                             Mixture of Assets                               4
                             No limit to number of Trusts                    4

                       3     DURATION OF THE TRUSTS                          4

                             Commencement                                    4
                             Termination                                     5
                             Procedure                                       5
                             Final Distribution                              5

                       4     INTEREST OF UNITHOLDERS                         5

                             Entitlement to a Trust                          5
                             Restrictions                                    6
                             Ranking                                         6

                       5     TRANSFERS BETWEEN TRUSTS                        7

                             Power                                           7
                             Direction by Global Trust Manager               7
                             Required information                            7
                             Conditions to acceptance                        7
                             Effect of acceptance                            8
                             Transfers                                       8
                             Transfer of rights                              9
                             Adjustments                                     9

                       6     TITLE PERFECTION EVENT IN RESPECT OF A TRUST    9

                             Event                                           9
                             Perfection of title                             9
                             Power of Attorney                              10
                             Issuer Trustee to hold Legal Title or
                               lodge Caveats                                10
                             Other Secured Liabilities                      10

                       7     INVESTMENT                                     10

                             Global Trust Manager's role                    10
                             Directions                                     11
                             Contingencies                                  11
                             Discretion of Global Trust Manager             12
                             Issuer Trustee to act                          12


                                       1
<PAGE>

                       8     BORROWINGS                                     13

                             Borrowings                                     13
                             Types of Borrowings                            13
                             Global Trust Manager to select method          13
                             Security                                       13
                             Supplemental Deed                              14
                             Debt of the Issuer Trustee                     14
                             Location of Notes                              14
                             Purpose of Borrowings                          14
                             Global Trust Manager's power                   15
                             No liability attaches to the Global
                               Trust Manager                                15

                       9     CONDITIONS PRECEDENT TO ISSUE OF NOTES         15

                             Issue Notice                                   15
                             Conditions precedent to issue                  15
                             Conditions precedent to direction to issue     16

                       10    TERMS OF ISSUE OF NOTES                        16

                             Characteristics                                16
                             Excluded offer or issue                        16
                             Subscriptions by other persons                 17
                             No liability                                   17
                             Terms of Notes                                 18
                             Acknowledgment of indebtedness                 18

                       11    SUPPORT AND OTHER FACILITIES                   18

                             Facilities                                     18
                             Rated issues                                   19
                             Manager's Direction                            19
                             Replacement or additional facilities           19
                             Reduction in rating                            19

                       12    ISSUER TRUSTEE                                 20

                             Powers                                         20
                             Interests of Secured Creditors paramount       21
                             Delegation                                     22
                             Indemnity                                      22
                             Act on expert advice                           22
                             Issuer Trustee's covenants                     22
                             Issuer Trustee's indemnity from Assets         24
                             Limitation of liability of Issuer Trustee      24
                             Dealing with instruments                       26
                             Proceedings in respect of a Trust              26
                             Limitation of Issuer Trustee's liability       27
                             Issuer Trustee's reliance                      28
                             Issuer Trustee no other duties                 28
                             Global Trust Manager's actions                 28
                             Use of clearing system                         28
                             No supervision or investigation                28
                             Information                                    29
                             Information Memorandum                         29
                             Issuer Trustee decisions                       29
                             Liability for Transaction Documents            30


                                       2
<PAGE>

                             Representations and warranties                 30
                             Breach of Consumer Credit Legislation          31

                       13    ISSUER TRUSTEE'S RETIREMENT                    31

                             Notice from Global Trust Manager               31
                             Issuer Trustee's mandatory retirement          31
                             Removal                                        31
                             New Issuer Trustee                             31
                             Issuer Trustee's voluntary retirement          31
                             Release                                        32
                             Settlement of amounts                          32
                             Costs                                          32

                       14    GLOBAL TRUST MANAGER                           32

                             Powers                                         32
                             Manager to have discretion                     33
                             Services                                       33
                             Delegation                                     34
                             Act on expert advice                           34
                             No power to bind Issuer Trustee                34
                             Global Trust Manager's covenants               34
                             Further limitation of liability of Global
                                Trust Manager                               36
                             Global Trust Manager liable                    36
                             Indemnity                                      37
                             Representations and warranties                 37
                             Limitation of liability of Global
                               Trust Manager                                38
                             No liability for non-payment                   39
                             Reporting                                      39

                       15    GLOBAL TRUST MANAGER'S RETIREMENT              39

                             Global Trust Manager's Default                 39
                             Global Trust Manager's Mandatory Retirement    39
                             Removal                                        39
                             Retirement                                     39
                             New Global Trust Manager                       39
                             Issuer Trustee act as Global Trust Manager     40
                             Release                                        40
                             Change in terms of appointment                 40
                             Costs                                          40

                       16    TRANSFER AND TRANSMISSION OF NOTES             41

                             No restriction on transfer                     41

                       17    REGISTER OF NOTEHOLDERS                        41

                             Register of Noteholders                        41

                       18    MEETINGS OF NOTEHOLDERS                        41


                       19    LIABILITY OF THE UNITHOLDERS AND CREDITORS     42

                             Liability limited                              42
                             Recourse limited                               42

                       20    PAYMENTS                                       42

                             Satisfaction and discharge                     42


                                       3
<PAGE>

                             Cheques and notices                            43
                             Payments to Noteholders                        43
                             Payment Methods                                43
                             Valid receipts                                 43

                       21    PAYMENTS, INCOME AND DISTRIBUTIONS             44

                             Payments                                       44
                             Payment                                        45
                             Issuer Trustee to act                          45

                       22    ACCOUNTS AND AUDIT                             45

                             Accounts                                       45
                             Audit                                          45
                             Establishment of bank accounts                 46
                             Withdrawals                                    46

                       23    ADMINISTRATION AND REPORTING                   47

                             Register of Unitholders                        47
                             Transfers                                      47
                             Death, legal disability                        47
                             Deductions                                     47

                       24    RIGHTS AND LIABILITIES OF GLOBAL TRUST
                             MANAGER AND ISSUER TRUSTEE                     47

                             Holding Units                                  47
                             Other capacities                               47
                             Exercise of discretion                         48

                       25    LIABILITY OF THE UNITHOLDERS AND NOTEHOLDERS   49

                             Liability limited                              49
                             Recourse limited                               49

                       26    REMUNERATION AND EXPENSES                      49

                             Global Trust Manager                           49
                             Issuer Trustee                                 49
                             Expenses                                       50
                             Deferral                                       51
                             GST                                            51
                             Application                                    51

                       27    NOTICES                                        51

                             Notices                                        51
                             Initial addresses                              51
                             Time effective                                 52
                             Receipt                                        52

                       28    AMENDMENTS TO THIS DEED AND SUPPLEMENTAL DEED  53

                             Amending power                                 53
                             Consent required                               53
                             Amendments prejudicial to Noteholders of a
                               Class                                        54
                             Amendments prejudicial to all Noteholders      54

                       29    TAX REFORM                                     54


                       30    UNITHOLDERS AND SECURED CREDITORS BOUND BY
                             DEED                                           56


                                       4
<PAGE>

                       31    MISCELLANEOUS                                  56

                             Certificate                                    56
                             Exercise of rights                             56
                             Waiver and variation                           56
                             Supervening legislation                        56
                             Approvals and consent                          57
                             Remedies cumulative                            57
                             Indemnities                                    57
                             Time of the essence                            57
                             Receipts                                       57
                             Acknowledgment                                 57
                             Disclosure of information                      57
                             Rights cumulative                              58
                             Signatures                                     58
                             Meetings                                       58

                       32    GOVERNING LAW                                  58

                             Governing Law                                  58
                             Submission to jurisdiction                     58
                             Service                                        58

                       33    LIMITED RECOURSE                               59


                       34    COUNTERPARTS                                   59


                       SCHEDULE 1  NOTICE OF CREATION OF TRUST              60


                       SCHEDULE 2  RECEIVABLES TRANSFER DIRECTION           61


                       SCHEDULE 3  ISSUE NOTICE                             63


                       SCHEDULE 4  MEETINGS OF NOTEHOLDERS                  65


                       SCHEDULE 5  FORM OF ACKNOWLEDGEMENT                  69


                       SCHEDULE 6  REGISTER OF NOTEHOLDERS                  71


                                       5