Exhibit 4.5

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                        National RMBS Trusts
                        Master Security Trust Deed

Date:                   [                     ]

Parties:                PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
                        having its registered office at Level 7, 39 Hunter
                        Street, Sydney NSW 2000 ("Issuer Trustee") P.T. LIMITED
                        (ABN 67 004 454 666 having its registered office at
                        Level 7, 39 Hunter Street, Sydney  NSW 2000 ("Security
                        Trustee") NATIONAL GLOBAL MBS MANAGER PTY LTD
                        (ABN 36 102 668 226) having an office at Level 24,
                        500 Bourke Street, Melbourne VIC 3000, Australia
                        ("Global Trust Manager") THE BANK OF NEW YORK, NEW
                        YORK BRANCH, a New York banking corporation acting
                        through its New York branch at 101 Barclay Street,
                        21W, New York New York 10286 ("Note Trustee")
Recitals:
                A.      The Issuer Trustee is the trustee, and the Global
                        Trust Manager is the manager, of each Trust which
                        is or will be established pursuant to the Master Trust
                        Deed and a Notice of Creation of Trust, and which will
                        be regulated by a Supplemental Deed which provides for
                        this deed to apply to that Trust.

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

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

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

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

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



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Operative provisions:

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

                        Definitions Schedule means the deed called "National
                        RMBS Trusts Definitions Schedule" dated on or about
                        the date of this deed and made between the parties
                        described in schedule 1 to that deed (as amended from
                        time to time).

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

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

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

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



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

Discharge by Payment to Secured Creditors
                3.2
                        (a)     The payment of the Secured Money of a Trust
                                by the Issuer Trustee to a Secured Creditor
                                of that Trust in accordance with the terms of
                                the Transaction Documents for that Trust will
                                discharge the Issuer Trustee from any
                                obligation to pay that amount to the Security
                                Trustee in accordance with clause 3.1.

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

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

4        Covenants by Issuer Trustee
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General Covenants
                4.1     The Issuer Trustee, in respect of each Trust, agrees
                        to:

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

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

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

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

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

                        (c)     (provide information) upon request from the
                                Security Trustee (acting reasonably), provide
                                to the Security Trustee such information,
                                copies of any accounting records and other
                                documents, statements and reports required to
                                be maintained



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                                by, or that are otherwise in the possession of,
                                the Issuer Trustee, or which the Issuer Trustee
                                is entitled to obtain from any person
                                (including information and documents referred
                                to in clause 4.1(b));

                        (d)     (deposit documents) if the Charge in respect
                                of that Trust has taken effect as a fixed
                                charge, deposit with the Security Trustee
                                immediately or as soon as the Issuer Trustee
                                receives them:

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

                4.5     At the request of the Issuer Trustee or the Security
                        Trustee, the Global Trust Manager must provide to
                        the Issuer Trustee or the Security Trustee, as the
                        case may be, the information and other material
                        referred to in clauses 4.1(b)(ii) and (iii) and
                        clause 4.1(c) to the extent that such



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                       information is in the possession of the Global Trust
                       Manager or which the Global Trust Manager is entitled
                       to obtain from any person and the Global Trust Manager
                       is permitted, under any applicable privacy legislation,
                       to provide that information or material to the Issuer
                       Trustee or the Security Trustee, as the case may be.

5        Further assurances
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Issuer Trustee Assurances
                5.1     The Issuer Trustee, in respect of each Trust, agrees
                        to:

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

                        (b)     do the things the Security Trustee stipulates,

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

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

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

6        Representations and warranties
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                6.1     The Issuer Trustee, as trustee of each Trust,
                        represents and warrants that:

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

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



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

                        (d)     (no contravention) this deed, the Deed of
                                Charge in respect of the Trust and the
                                transactions under them do not contravene its
                                constituent documents or any law, regulation
                                or official directive or any of its
                                obligations or undertakings by which it or
                                any of its assets are bound;

                        (e)     (creation of Trust) the Trust has been validly
                                created;

                        (f)     (appointment of Issuer Trustee) the Issuer
                                Trustee has been validly appointed as the
                                trustee of the Trust;

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

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

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

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

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

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

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

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

                        (e)     (appointment of Global Trust Manager) the
                                Global Trust Manager has been validly
                                appointed as trust manager of the Trust; and

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

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



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7        General powers, rights and responsibilities
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Power to Invest
                7.1     All moneys received by the Security Trustee and not
                        required to be applied immediately under any of the
                        discretions or powers contained in this deed may be
                        placed at the time by the Security Trustee in
                        Authorised Investments.

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

                        Further, the Security Trustee:

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

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

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

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

Limitations on Security Trustee's Responsibility
                7.5     The Security Trustee is not to:

                        (a)     be held responsible if it acts upon any
                                resolution purporting to have been passed
                                at any meeting of the Voting Secured


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                                Creditors of a Trust at which minutes were made
                                and signed even though it may subsequently be
                                found that there was some defect in the
                                constitution of the meeting or the passing of
                                the resolution or that for any other reason
                                the resolution was not valid or binding upon
                                any of those Voting Secured Creditors whom it
                                purports to bind or upon the Security Trustee;

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

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

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

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

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

No Liability
                7.6     The Security Trustee is not liable:

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

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

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

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

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



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

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

Security Trustee not responsible for monitoring
                7.7     (a)     Each Secured Creditor is taken to confirm that:

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

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

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

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

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

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

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

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

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

                                (v)     to investigate or keep itself
                                        informed as to the performance by
                                        any other party to any Transaction
                                        Document of its obligations under
                                        any Transaction



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                                        Document, or any other document or
                                        agreement to which one or more of
                                        them is a party.

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

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

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

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

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

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

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

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

                        (b)     all statements (including statements made or
                                given to the best of the maker's knowledge and
                                belief or similarly qualified)



<PAGE>

                                                                            13
------------------------------------------------------------------------------
                                contained in any information, report, balance
                                sheet, profit and loss account, certificate
                                or statement given pursuant to, or in relation
                                to, this deed or the Master Trust Deed; and

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

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

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

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

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

Ascertain Event of Default
                7.13    The Security Trustee need not:

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

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

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

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



<PAGE>



                                                                            14
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                        Nothing in this clause limits or restricts the
                        duties of the Security Trustee to take any action
                        in accordance with clause 9.1 or clause 9.9 of this
                        deed if it becomes actually aware of, or has actual
                        notice of, an Event of Default in respect of a Trust.

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

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

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

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

Cover for costs
                7.17

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



<PAGE>



                                                                            15
------------------------------------------------------------------------------
                        (b)     If the Voting Secured Creditors do not place
                                the Security Trustee in funds, or do not
                                provide the indemnity, in the manner
                                contemplated by paragraph (a), then the
                                Security Trustee is not required to exercise
                                the relevant right, power or discretion or
                                perform the relevant obligation.

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

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

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

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

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

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

Conflict of duty
                7.21

                        (a)     If there is at any time a conflict between
                                a duty owed by the Security Trustee to the
                                Noteholders and a duty owed by the Security
                                Trustee to any other Secured Creditor or
                                class of



<PAGE>


                                                                            16
------------------------------------------------------------------------------
                                Secured Creditor, then the Security Trustee
                                must give priority to the interests of the
                                Noteholders as a whole.

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

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

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

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

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

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

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

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

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

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

                         Where the Security Trustee delegates any of
                         its trusts, duties, powers, authorities and
                         discretions to any person who is a Related
                         Entity of the Security Trustee, the Security
                         Trustee at all times remains liable for the



<PAGE>



                                                                            17
------------------------------------------------------------------------------
                         acts or omissions of such Related Entity and
                         for the payment of fees of that Related
                         Entity when acting as delegate. Subject to
                         this, the Security Trustee is not liable for
                         the acts or omissions of any delegate,
                         attorney or agent if it appointed the
                         delegate, attorney or agent in good faith.

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

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

No Liability
                7.26    Without limitation, the Security Trustee is not liable
                        for:

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

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

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

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

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

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

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

                        (c)     the Australian Federal Commissioner
                                of Taxation (or some person authorised
                                to issue on his behalf) issues a notice
                                in respect of tax due by the
                                Issuer Trustee under sections 218 or


<PAGE>


                                                                            18
------------------------------------------------------------------------------
                                255 of the Income Tax Assessment Act 1936
                                (Cwth) or under section 74 of the Sales
                                Tax Assessment Act 1992 (Cwth) or under
                                any similar provision of any law;

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

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

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

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

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

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

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

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

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



<PAGE>



                                                                            19
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Further charge
                8.4     The Issuer Trustee charges, by way of floating
                        charge and further assurance, the Relevant Secured
                        Property the subject of a notice given pursuant to
                        clause 8.2(b) to the Security Trustee as security
                        for payment of the Secured Money on the same terms as
                        the relevant Charge.

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

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

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

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

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

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

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

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

Notice
                9.3     If the Voting Secured Creditors of a Trust
                        pass an Extraordinary Resolution pursuant
                        to this clause 9 at a meeting convened
                        following an



<PAGE>


                                                                            20
------------------------------------------------------------------------------
                        Event of Default in respect of that Trust,
                        the Security Trustee must notify the Issuer
                        Trustee and the Global Trust Manager in writing
                        one Business Day after such Extraordinary
                        Resolution is so passed of any direction
                        thereby given to the Security Trustee by
                        the Voting Secured Creditors of that Trust.

No obligation to appoint Receiver
                9.4     The Security Trustee must not take any steps
                        to appoint a Receiver under clause 11 or
                        otherwise to enforce the Charge created
                        under a Deed of Charge unless:

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

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

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

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

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

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

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



<PAGE>



                                                                            21
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Notice of Event of Default
                9.9     If the Security Trustee becomes actually
                        aware of the occurrence of an Event of
                        Default in respect of a Trust, and the
                        Issuer Trustee has not given the Security
                        Trustee notice in accordance with clause
                        4.1(e), the Security Trustee must give the
                        Issuer Trustee notice of the occurrence of
                        that Event of Default.

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

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

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

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

                        (c)     The Security Trustee must notify
                                the Issuer Trustee and the Global
                                Trust Manager of the place, day and
                                hour of the meeting and of the
                                nature of the business to be
                                transacted at that meeting.

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



<PAGE>


                                                                            22
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                        (e)     The Security Trustee, the Issuer
                                Trustee and the Global Trust
                                Manager and any person on behalf of
                                any of them and its solicitors and
                                any officer, solicitor or auditor
                                of any of them and any counsel
                                instructed by the solicitor of any
                                of them may attend any meeting or
                                any adjourned meeting of Voting
                                Secured Creditors and all such
                                persons have the right of audience
                                at such meeting.

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

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

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

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

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

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

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

Quorum
                10.3    No business is to be transacted at any such meeting
                        unless a quorum is present when the meeting proceeds
                        to business.  The quorum necessary for a meeting at
                        which any resolution including an Extraordinary
                        Resolution is to be proposed must be at least such
                        number of Voting Secured Creditors (present in person
                        or by proxy) having the right to attend and vote at
                        that meeting who hold or are owed between them an
                        amount which is not less than 67% of the Secured
                        Money at the time.



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                                                                            23
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Quorum at Adjourned Meeting
                10.4    If within 15 minutes from the time appointed for
                        any meeting, a quorum is not present, the meeting must
                        stand adjourned for such period as the chairman
                        directs and notice of the adjourned meeting in
                        accordance with clause 10.1 or clause 10.2 must be
                        given to the Voting Secured Creditors by the Security
                        Trustee.

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

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

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

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

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

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




<PAGE>


                                                                            24
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                                        Security Trustee which are related
                                        to, or incidental to, such
                                        resolutions; and

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

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

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

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

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

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

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

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

Proxy Instrument
                10.13   The instrument appointing a proxy must be in writing
                        under the hand of the appointor or of his attorney
                        duly authorised in writing or if the



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                                                                            25
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                        appointor is a corporation either under its common
                        seal or under the hand of an officer or attorney
                        so authorised.

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

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

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

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

                        Signed at              by me this       day of [year]

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

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

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



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                                                                            26
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Determination of Voting
                10.18   At any meeting of Voting Secured Creditors
                        unless a poll is demanded in accordance with
                        clause 10.6(b) a statement by the chairman
                        that a resolution has been carried or
                        carried by any particular majority or lost
                        or not carried by any particular majority is
                        to be conclusive evidence of the fact.

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

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

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

11       Appointment of receiver
------------------------------------------------------------------------------
Appointment
                11.1    Subject to clause 11.2, if the Voting Secured
                        Creditors of a Trust pass the Extraordinary Resolution
                        referred to in clause 9.2(b) or resolve to appoint
                        a receiver or receiver and manager at a meeting
                        convened under clauses 9.6, 9.7 or 9.8, the Security
                        Trustee must (subject to clauses 7.15 to 7.17
                        inclusive) appoint a person or persons as receiver or



<PAGE>



                                                                            27
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                        receiver and manager of the Secured Property of
                        that Trust to deal with that Secured Property in
                        accordance with any reasonable instructions given by
                        the Voting Secured Creditors by Extraordinary
                        Resolution passed at a meeting of the Voting Secured
                        Creditors convened in accordance with this deed and
                        the Security Trustee must fix the remuneration of a
                        Receiver in accordance with the terms of the
                        Extraordinary Resolution passed at any such meeting.

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

No Liability for Receiver
                11.3    The Security Trustee will not be responsible for
                        anything done or not done by the Receiver. To the
                        extent permitted by law, the Receiver will be the
                        agent of the Issuer Trustee and not the Security
                        Trustee. The Receiver's remuneration and necessary
                        expenses must be paid out of the Secured Property
                        in accordance with this deed.

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

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

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

12       Powers of receiver
------------------------------------------------------------------------------
                12.1    A Receiver may do all such things as are necessary
                        or expedient to deal with the Secured Property of a
                        Trust as if the Receiver were the absolute and
                        beneficial owner of it.  The Receiver may, in
                        addition to powers conferred by statute or by the
                        terms of its appointment, but subject to the
                        Supplemental Deed for that Trust, exercise any
                        or all of the following powers:

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

                        (b)     (exercise rights) exercise the rights,
                                powers and remedies of the Issuer Trustee
                                over, in connection with or comprising part of



<PAGE>


                                                                            28
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                                that Secured Property (including, without
                                limitation, collecting in, recovering and
                                suing for that Secured Property);

                        (c)     (manage) manage that Secured Property;

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

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

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

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

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

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

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

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

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

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




<PAGE>



                                                                            29
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                        (h)     (delegate) delegate the Receiver's powers
                                including this power of delegation to any
                                person for any period;

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

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

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

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

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

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

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

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

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

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

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

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



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                                                                            30
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                        (u)     (incidental) to do anything which is
                                ancillary to, or incidental to,
                                any of the foregoing.

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

No liability as mortgagee in possession
                13.2    If either the Security Trustee or a Receiver
                        exercises its rights under this deed (including
                        without limitation, under clause 7 or clause 12),
                        exercises its rights conferred by law or takes
                        possession of the Secured Property pursuant to
                        this deed, then neither of them is liable to
                        account as mortgagee in possession.

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

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

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

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

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

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

                                (i)     default must continue before a notice
                                        is given or requirement otherwise
                                        made for payment of the Secured




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                                                                            31
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                                        Money or the observance of obligations
                                        under this deed; and

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

No duty as chargee
                13.5    Nothing in this deed imposes a duty upon the
                        Security Trustee to exercise its powers as
                        chargee under this clause 13 or at law in
                        circumstances where a motion at a meeting of
                        Voting Secured Creditors that a Receiver be
                        appointed is put and is not passed.

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

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

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

                        (b)     the costs, charges and expenses (including
                                legal costs and disbursements charged at the
                                usual commercial rates of the relevant
                                legal services provider) of the Security
                                Trustee in connection with any consent,
                                exercise or non-exercise of rights or powers
                                or performance of obligations (including,
                                without limitation, in connection with the
                                contemplated or actual enforcement or
                                preservation of any rights or powers or
                                performance of obligations under this deed),
                                production of title documents, waiver,
                                variation, release or discharge in connection
                                with the Deed of Charge for that Trust or the
                                Secured Property of that Trust;

                        (c)     Taxes and fees (including, without limitation,
                                registration fees) and fines and penalties
                                in respect of Taxes and fees, which may be
                                payable or determined to be payable in
                                connection with this




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                                                                            32
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                                deed or a payment or receipt or any other
                                transaction contemplated by this deed;

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

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

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

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

15       Application of money
------------------------------------------------------------------------------
Application
                15.1    To the extent permitted by law, money
                        received in connection with this deed or the
                        Deed of Charge in respect of a Trust is to
                        be applied (after satisfaction of claims
                        taking priority over the Charge of which the
                        Security Trustee has actual notice) in the
                        order set out in the Supplemental Deed for
                        that Trust.

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


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                                                                            33
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                        the Secured Property and takes a Security Interest to
                        secure the unpaid balance of purchase money.

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

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

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

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

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

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

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



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                                                                            34
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                        (b)     there is a change in ownership of
                                the Security Trustee of more than 50%;

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

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

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

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

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

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




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                                                                            35
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Appointment of new Security Trustee by Voting Secured Creditors
                16.5    If a new security trustee has not been appointed
                        under clauses 16.3 or 16.4 at a time when the position
                        of security trustee becomes vacant in accordance
                        with those clauses, the Global Trust Manager must
                        act as security trustee in accordance and subject to
                        the protections contained in this deed and must
                        promptly convene a meeting of the Voting Secured
                        Creditors of all Trusts at which Voting Secured
                        Creditors, holding or who are owed between them an
                        amount which is not less than 75% of the Secured
                        Money at the time, appoint any person nominated by
                        any of them to act as security trustee.

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

Vesting of Security Trust Fund in new Security Trustee
                16.7    The Security Trustee, on its retirement or removal,
                        must vest each Security Trust Fund of the relevant
                        Security Trusts or cause it (or them) to be vested
                        in the new security trustee and must deliver and
                        assign to such new security trustee as appropriate all
                        books, documents, records and other property
                        whatsoever relating to the Security Trust Fund or
                        Security Trust Funds.  Except on removal, the Security
                        Trustee may make it a condition of vesting property
                        in the new security trustee that all liabilities of
                        the retiring security trustee for which it is entitled
                        to be indemnified and for which the retiring security
                        trustee considers it is personally liable are first
                        satisfied or provided for to the reasonable
                        satisfaction of the retiring security trustee.

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



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                                                                            36
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Security Trustee Further Assurance
                16.9    The Security Trustee must do all such things
                        and execute all such documents which are
                        necessary or appropriate for the new
                        security trustee to obtain the benefit of
                        this deed.

Dealings with Trust
                16.10   None of the:

                        (a)     Security Trustee;

                        (b)     Related Entities of the Security Trustee;

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

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

                        is prohibited from:

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

                        (ii)    at any time:

                                (A)     contracting with;

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

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

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

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

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

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

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

                        Without limiting the rest of this clause 16.10, the
                        Security Trustee and any Related Entity of the
                        Security Trustee may perform different roles in
                        connection with the Transaction Documents, including
                        roles as issuer trustee, security trustee, registrar,
                        paying agent, beneficiary, and notwithstanding that
                        interests or duties of the Related Entity of the



<PAGE>


                                                                            37
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                        Security Trustee in respect of those roles may
                        conflict with interests or duties of the Security
                        Trustee or the interests of any Secured Creditor of
                        a Trust. The Security Trustee and each Related Entity
                        of the Security Trustee will have no liability to
                        any person for assuming different roles or for any
                        use, non-use or communication of any information as
                        contemplated by this deed and the Transaction
                        Documents. This paragraph is subject to the
                        requirement that the Security Trustee and each
                        relevant Related Entity of the Security Trustee acts
                        in good faith without fraud, negligence or breach of
                        trust regarding the Voting Secured Creditors of
                        each Trust in exercising any powers or rights or
                        taking any action of the kind permitted under this
                        clause.

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

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

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

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

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

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

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

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

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




<PAGE>



                                                                            38
------------------------------------------------------------------------------
                        (h)     any part of the Secured Money being
                                irrecoverable;

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

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

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

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

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

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

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

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

                        (b)     whether default has occurred;

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

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

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

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

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



<PAGE>


                                                                            39
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Attorney's Powers
                18.2    Upon the occurrence of an Event of Default in
                        relation to a Trust, each attorney may:

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

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

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

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

19       Notices
------------------------------------------------------------------------------
Form
                19.1    A notice, approval, consent or other communication
                        in connection with this deed:

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

                        (b)     must be in writing; and

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



<PAGE>



                                                                            40
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                                Issuer Trustee

                                Address:       Level 7
                                               9 Castlereagh Street
                                               Sydney   NSW   2000
                                Facsimile:     (61 2) 9221 7870
                                Attention:     Manager, Securitisation

                                E-mail:        as notified from time to time

                                Security Trustee

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

                                E-mail:        as notified from time to time

                                Global Trust Manager

                                Address:       Level 24
                                                 500 Bourke Street
                                               Melbourne   VIC   3000
                                Facsimile:     (613) 8641 0906
                                Attention:     Manager, Group Funding

                                E-mail:        as notified from time to time

                                Note Trustee

                                Address:       101 Barclay Street, 21W
                                               New York, New York 10286 USA
                                Facsimile:     (212) 235 2530
                                Attention:     Global Structured Products Unit

                                E-mail:        as notified from time to time

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

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

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

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


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                                                                            41
------------------------------------------------------------------------------
                        (c)     in the case of an e-mail, on
                                receipt by the sender of an e-mail
                                from the recipient stating that the
                                e-mail was delivered in its
                                entirety and the contents and
                                attachments of the e-mail have been
                                received.

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

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

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

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

Assignment
                20.2    The Issuer Trustee of a Trust may not create or
                        allow to exist a Security Interest over an interest
                        in this deed or assign or otherwise dispose of or
                        deal with its rights under this deed otherwise than
                        in accordance with the Master Trust Deed or the
                        relevant Supplemental Deed.

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



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                                                                            42
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Exercise of rights
                21.2    The Security Trustee, a Receiver or an attorney
                        appointed under this deed may exercise a right, power
                        or remedy at its discretion, and separately or
                        concurrently with another right, power or remedy.
                        A single or partial exercise of a right, power or
                        remedy by the person does not prevent a further
                        exercise of that or an exercise of any other right,
                        power or remedy.  Failure by the person to exercise
                        or delay in exercising a right, power or remedy
                        does not prevent its exercise.  The person with
                        the right, power or remedy is not liable for any
                        loss caused by its exercise, attempted exercise,
                        failure to exercise or delay in exercising it
                        except in the case of its fraud or wilful default
                        or, in the case of the Security Trustee, negligence,
                        fraud or breach of trust.

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

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

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

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

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

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

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



<PAGE>


                                                                            43
------------------------------------------------------------------------------
                        (a)     liability to enquire whether the
                                Secured Money has become payable;

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

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

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

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

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

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

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

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




<PAGE>




                                                                            44
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                        (d)     in the opinion of the Security
                                Trustee or the Global Trust Manager
                                is otherwise desirable for any
                                reason; or

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

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

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

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

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

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

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

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



<PAGE>


                                                                            45
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Unconditional Rights of Noteholders to Receive Principal and Interest
                22.7    Notwithstanding any other provision of this deed,
                        any Noteholder shall have the right, which is
                        absolute and unconditional, to receive payment
                        of the principal of and interest, if any, on
                        each Note held by it on or after the respective
                        due dates thereof expressed in such Note or in this
                        deed or to institute suit for the enforcement of
                        any such payment if and to the extent that the
                        institution or prosecution thereof or the entry
                        of judgment therein would, under applicable law,
                        result in the surrender, impairment, waiver, or
                        loss of the Security Interest created by this deed
                        and each Deed of Charge upon any property subject
                        to such Security Interest, and such right shall not
                        be impaired without the consent of such Noteholder,
                        except to the extent that the Transaction Documents
                        contain provisions limiting or denying the right of
                        any Noteholder to institute any such suit.

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

Non-exclusive jurisdiction
                23.2    Each party irrevocably and unconditionally
                        submits to the non-exclusive jurisdiction of
                        the courts of the Australian Capital
                        Territory and courts of appeal from them.
                        Each party waives any right it has to object
                        to an action being brought in those courts
                        including, without limitation, by claiming
                        that the action has been brought in an
                        inconvenient forum or that those courts do
                        not have jurisdiction.

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

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

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




<PAGE>



                                                                            46
------------------------------------------------------------------------------
Security Trustee Liability
                25.2    Notwithstanding any other provision of this deed,
                        the Security Trustee will have no liability under
                        or in connection with this deed, a Security Trust,
                        or any other Transaction Document (whether to the
                        Voting Secured Creditors, the Issuer Trustee, the
                        Global Trust Manager or any other person) other
                        than to the extent to which the liability is able
                        to be satisfied in accordance with this deed out
                        of the property of the Security Trust Fund of the
                        Security Trust from which the Security Trustee
                        is actually indemnified for the liability.  This
                        limitation will not apply to a liability of the
                        Security Trustee to the extent that it is not
                        satisfied because, under this deed or by operation
                        of law, there is a reduction in the extent of the
                        Security Trustee's indemnification out of the
                        relevant Security Trust Fund as a result of the
                        Security Trustee's fraud, negligence or breach of
                        trust.  Nothing in this clause 25.2 or any similar
                        provision in any other Transaction Document limits
                        or adversely affects the powers of the Security
                        Trustee, any Receiver or attorney in respect of any
                        Security Trust Deed or any Secured Property.

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

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

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

                        (b)     (Limited Right of Enforcement by
                                Bearer Noteholders): the relevant
                                Bearer Noteholders may only exercise
                                enforcement rights in respect of the
                                Secured Property through the relevant
                                Note Trustee and only in accordance
                                with this deed.

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




<PAGE>



                                                                            47
------------------------------------------------------------------------------
                        relevant Note Trust Deed or as to the reasonableness
                        or otherwise of the relevant Note Trustee.

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

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

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

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


EXECUTED as a deed in the Australian Capital Territory.



<PAGE>


                                                                            48
------------------------------------------------------------------------------
Execution page
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                 <C>    <C>
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                                   )
                                                     )
................................................      )          ...............................................
Occupation of witness                                )          By executing this deed the attorney states that
                                                     )          the attorney has received no notice of
                                                     )          revocation of the power of attorney



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


</TABLE>


<PAGE>



                                                                            49
------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                <C>    <C>
SIGNED by                                           )
                                                    )
                                                    )
on behalf of and SEALED AND DELIVERED by NATIONAL   )
GLOBAL MBS MANAGER PTY LTD                          )
in the presence of: )                               )
                                                    )
                                                    )
.............................................        )
Signature of witness                                )
                                                    )
.............................................        )
Name of witness (block letters)                     )
                                                    )
.............................................        )
Address of witness                                  )
                                                    )           ............................................
.............................................        )           By executing this deed the signatory states
Occupation of witness                               )           that the signatory has received no notice of
                                                    )           revocation of the authority pursuant to
                                                    )           which they execute this deed



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


<PAGE>



                                                                             1
------------------------------------------------------------------------------
Contents                National RMBS Trusts
------------------------------------------------------------------------------
                        Master Security Trust Deed


                        1    Interpretation                                  2

                             Definitions Schedule                            2
                             Miscellaneous                                   2

                        2    Declaration of Security Trust                   2

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

                        3    Payments                                        4

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

                        4    Covenants by Issuer Trustee                     4

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

                        5    Further assurances                              7

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

                        6    Representations and warranties                  7

                             Global Trust Manager representation and
                             warranties                                      8

                        7    General powers, rights and
                             responsibilities                                9

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





<PAGE>



                                                                             2
------------------------------------------------------------------------------
                             No liability for documents                     15
                             Conflict of duty                               16
                             Indemnity                                      16
                             Delegation                                     16
                             No Liability                                   17

                        8    Crystallisation of floating charge             17

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

                        9    Security Trustee to convene meetings           19

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

                        10   Meeting of Voting Secured Creditors            21

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

                        11   Appointment of receiver                        27

                             Appointment                                    27
                             New Receiver                                   27
                             No Liability for Receiver                      27
                             Two or more Receivers                          27


<PAGE>


                                                                             3
------------------------------------------------------------------------------
                             Appointment over part                          27
                             Indemnity to Receiver                          27

                        12   Powers of receiver                             27


                        13   Powers of security trustee and exclusion
                                of statutory notices                        30

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

                        14   Costs, charges, expenses and indemnities       31

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

                        15   Application of money                           32

                             Application                                    32
                             Crediting                                      33
                             Suspense account                               33

                        16   Remuneration and retirement of Security
                                Trustee and dealings with Security Trust    33

                             Remuneration                                   33
                             Mandatory Retirement                           34
                             Removal by Global Trust Manager                34
                             Voluntary Retirement                           34
                             Appointment of new Security Trustee by
                                Voting Secured Creditors                    35
                             Release of Security Trustee                    35
                             Vesting of Security Trust Fund in new
                                Security Trustee                            35
                             New Security Trustee to Execute Deed           35
                             Security Trustee Further Assurance             36
                             Dealings with Trust                            36

                        17   Preservation of Security Trustee's rights      37

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

                        18   Power of attorney                              39

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

                        19   Notices                                        39

                             Form                                           39
                             Time effective                                 40
                             Receipt                                        40


<PAGE>


                                                                             4
------------------------------------------------------------------------------
                        20   Release and assignment                         41

                             Release                                        41
                             Assignment                                     41

                        21   Miscellaneous                                  42

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

                        22   Amendment to Master Security Trust
                                Deed and Deed of Charge                     43

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

                        23   Governing law, jurisdiction and
                                service of process                          45

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

                        24   Counterparts                                   45


                        25   Limited Recourse                               46

                             Security Trustee Liability                     46

                        26   Relevant Note Trustee                          46

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



<PAGE>




               ------------------------------------------------
                              Dated [        ]





                             National RMBS Trusts
                                 Consolidated
                          Master Security Trust Deed


                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                                 P.T. Limited
                             ("Security Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                     The Bank of New York, New York Branch
                               ("Note Trustee")







                           Mallesons Stephen Jaques

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