Exhibit 4.39

m

| |  | Deed Poll Guarantee and Indemnity                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 
| |  | relating to the                                                                                                                                              
| |  | A$2,000,000,000
Medium Term Note Programme
of Countrywide Home Loans, Inc.                                                                                   
| |  | Countrywide Credit Industries, Inc. as Guarantor                                                                                                             
| |  |                                                                                                                                                              
| |  | Mallesons Stephen JaquesSolicitors
Rialto
525 Collins Street
Melbourne Vic 3000
Telephone (61 3) 9643 4000
Fax (61 3) 9643 5999
DX 101 Melbourne
Ref: BSR:DCO

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|Contents | Deed Poll Guarantee and Indemnity
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Deed Poll Guarantee and Indemnity

|Date:         |                |     | 11 October 2001                                                      
|------------- | -------------- | --- | ---------------------------------------------------------------------
|Parties:      |                |     | COUNTRYWIDE CREDIT INDUSTRIES, INC. ("Guarantor")                    
|In favour of: |                |     | Each person who is from time to time a Noteholder (as defined below).
|Recitals:     |                |     |                                                                      
|              |                | A.  |                                                                      
|              |                | B.  |                                                                      
|1             | Interpretation
|             
|              |                | 1.1 |                                                                      
|              |                | 1.2 |                                                                      
|              |                |     |                                                                      
|              |                |     |                                                                      
|              |                |     |                                                                      
|              |                |     |                                                                      
|              |                |     |                                                                      
|              |                |     |                                                                      

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|  |           |     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (ii)                                                                                                                                                                                                                                                                           | if less than three such rates are so published at that time on such a day the buying rate available to the Programme Manager at about 11.00 am (Sydney time) on that day, as conclusively determined in good faith by the Programme Manager, for bank
accepted Bills having a tenor equal to, or as near as possible to, the period for which interest is payable.
|- | --------- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |           | 1.3 |  | In this deed unless the contrary intention appears:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |           |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | a reference to this deed or another instrument includes any variation or replacement of any of them;                                                                                                                                                                          
|  |           |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the singular includes the plural and vice versa; and                                                                                                                                                                                                                          
|  |           |     |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each
of them individually.
|  |           | 1.4 |  | Headings are inserted for convenience and do not affect the interpretation of this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2 | Deed poll
| 
|  |           | 2.1 |  | This deed is executed as a deed poll. Accordingly, each Noteholder has the benefit of, and is entitled to enforce, this deed even though it is not a party to, or is not in existence at the time of execution and delivery of,
this deed.                                                                                                                                                                                                                                                                                                                                
|  |           | 2.2 |  | Each Noteholder may enforce its rights under this deed independently from each other Noteholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |           | 2.3 |  | Each Noteholder and any person claiming through or under a Noteholder is bound by this deed. The Notes will be issued on the basis that each Noteholder is taken to have notice of, and be bound by, all the provisions of this deed and the Terms and
Conditions.                                                                                                                                                                                                                                                                                                        
|  |           | 2.4 |  | The Guarantor is not entitled to assign or transfer all or any of its rights, benefits and obligations under this deed. Each Noteholder is entitled to assign all or any of its rights and benefits under this deed.                                                                                                                                                                                                                                                                                                                                                      
|3 | Guarantee
| 
|  |           | 3.1 |  | The Guarantor irrevocably and unconditionally guarantees to the Noteholders the due and punctual payment of the principal of and interest due on the Notes and of all other amounts payable by the Issuer on the
Notes.                                                                                                                                                                                                                                                                                                                                                   
|  |           | 3.2 |  | If the Issuer fails for any reason to punctually pay any such principal, interest or other amount payable by the Issuer on the Notes, the Guarantor agrees to cause each such payment to be made as if the Guarantor instead of the Issuer were expressed
to be the primary obligor of the relevant Note, and not merely as surety (but without affecting the Issuer's obligations) to the intent that Noteholders receive the same amounts in respect of principal, interest or such other amount as would have
been receivable had the payments been made by the Issuer.

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|  |                             | 3.3 |  | The obligations of the Guarantor under this deed constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantor and rank pari passu and (except for liabilities manditorily preferred by law) equally with all other
unsecured and unsubordinated obligations of the Guarantor, from time to time outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | --------------------------- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4 | Undertaking to comply      
| 
|  |                             |     |  | The Guarantor undertakes to comply with its obligations under the Terms and Conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5 | Indemnity                  
| 
|  |                             |     |  | If any payment received by any Noteholder in relation to the Notes (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) is avoided or set
aside for any reason, such payment does not discharge or diminish the liability of the Guarantor and this guarantee continues to apply as if such payment had at all times remained owing by the Issuer and the Guarantor indemnifies the Noteholders in
respect of such payment provided that the obligations of the Guarantor under this clause 5, as regards each payment made to any Noteholder, which is avoided or set aside, are contingent upon such payment being reimbursed to the Issuer or other
persons entitled through the Issuer.
|6 | Interest on overdue amounts
| 
|  |                             |     |  | The Guarantor agrees to pay interest on any amount payable under this deed from when the amount becomes due for payment until it is paid in full. Accumulated interest is payable at the end of each calendar month. The
interest rate to be applied to each daily balance is the higher of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  |                             |     |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  |                             |     |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7 | Waiver of rights           
| 
|  |                             |     |  | The Guarantor waives any right it has of first requiring the Noteholders to commence proceedings or enforce any other right against the Issuer or any other person before claiming under this deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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|8  | Continuing security             
|-- | --------------------------------
|  
|   |                                 
|9  | Guarantee not affected          
|  
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|10 | Suspension of Guarantor's rights
|  
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|11 | Reinstatement of guarantee      
|  
|   |                                 

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|12 | Costs  
|-- | -------
|  
|   |        
|   |        
|   |        
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|13 | Notices
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|   |        
|   |        
|   |        
|   |        
|   |        
|   |        
|   |        
|   |        
|   |        

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|   |                                | 13.3 |  | Unless a later time is specified in it a notice or other communication takes effect from the time it is received, except that if it is received after 5.00pm in the place of receipt or on a non-business day in that place, it is to be taken to be
received at 9.00am on the next succeeding Business Day in that place.                                                                                                                                                                                                                                                
|-- | ------------------------------ | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                | 13.4 |  | Subject to clause 13.3, proof of posting of a letter or of dispatch of a facsimile or of publication of a notice is proof of receipt:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                |      |  | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                |      |  | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                |      |  | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14 | Deposit and production of deed
|  
|   |                                | 14.1 |  | This deed must be deposited with and held by the Registrar for so long as any claim made against the Issuer or the Guarantor by any Noteholder in relation to the Notes or this deed has not been finally adjudicated, settled
or discharged.                                                                                                                                                                                                                                                                                                                             
|   |                                | 14.2 |  | The Guarantor acknowledges the right of every Noteholder to the production of this deed in accordance with clause 4.9 of the Agency Services Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                   
|15 | Payments                      
|  
|   |                                | 15.1 |  | All payments by the Guarantor under this deed must be made in full, without set-off or counterclaim and, subject to clause 15.2, free and clear of any deductions or withholdings in the same manner and currency which
the Issuer is (or would have been but for the occurrence of any insolvency event) required to pay under the Notes.                                                                                                                                                                                                                                
|   |                                | 15.2 |  | If at any time, the Guarantor is required by law to make any deduction or withholding for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of the United States of America or any political
subdivision or any authority thereof or therein having power to tax from any payments due under this deed to a Noteholder, the sum due from the Guarantor in respect of such payment shall be increased in accordance with and subject to the exceptions
set out in Condition 9.1 (Additional amounts).            
|   |                                | 15.3 |  | All payments by the Guarantor under this deed are subject in all cases to applicable provisions of fiscal and other laws, regulations and directives.                                                                                                                                                                                                                                                                                                                                                                                                                     
|16 | Governing law                 
|  
|   |                                | 16.1 |  | This deed is governed by the law in force in New South Wales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                | 16.2 |  | The Guarantor irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in relation to any action (including, without limitation, any writ of summons or other
originating process or any third or other party notice) arising out of or in relation to this deed. The Guarantor waives any right it has to object to an action being brought in those courts, to claim that the action has been brought in an
inconvenient forum, or to claim that those courts do not have jurisdiction.

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| |  | 16.3 |  | Without preventing any other mode of service, any document in an action (including, without limitation, any writ of service of summons or other originating process or any third or other party notice) arising out of or in relation to this deed may be
served on the Guarantor by being left for the Guarantor with its process agent referred to in clause 16.4.                                                                                                                                                            
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 16.4 |  | The Guarantor has appointed Dabserv Corporate Services Pty Ltd (ABN 73 001 824 111) currently c/- Mallesons Stephen Jaques, Governor Phillip Tower, 1 Farrer Place, Sydney, NSW 2000, Australia as its agent to receive
any document referred to in clause 16.3. If for any reason that person ceases to be able to act as such, the Guarantor will immediately appoint another person with an office located in the Commonwealth of Australia to receive any such document
and promptly notify Noteholders of such appointment.

EXECUTEDas a deed poll by the Guarantor

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Execution page

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|EXECUTED AS A DEEDby             | ) |                                         
|-------------------------------- | - | ----------------------------------------
|                                 | ) |                                         
|                                 | ) |                                         
|forCOUNTRYWIDE CREDIT            | ) |                                         
|INDUSTRIES, INC.acting under the | ) |                                         
|authority of that company        | ) |                                         
|in the presence of:              | ) |                                         
|                                 | ) |                                         
|/s/ Derek W. Stark               | ) |                                         
|Signature of witness             | ) |                                         
|                                 | ) |                                         
|DEREK W. STARK                   | ) |                                         
|Name of witness (block letters)  | ) |                                         
|4500 Park Granada, MS: CH-11     | ) | /s/ Stanford L. Kurland                 
|Calabasas, CA 91302              | ) | By executing this deed the authorised   
|Address of witness               | ) | signatory states that it has received no
|                                 | ) | notice of revocation of its signing     
|ATTORNEY                         |   | authority                               
|Occupation of witness)           |   |                                         

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