Exhibit 4.6

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                    National RMBS Trust 200[ ]-[ ]
                    Deed of Charge

Date:               [         ]

Parties:            [NAME AND ABN OF ISSUER TRUSTEE] in its capacity as trustee
                    of the Trust having its registered office at [address of
                    Issuer Trustee] ("Issuer Trustee")
                    [NAME AND ABN OF SECURITY TRUSTEE] having its registered
                    office at [address of Security Trustee] ("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")
                    [NAME and details of Note Trustee] ("Note Trustee").

Recitals:

               A.   The Master Security Trust Deed makes provision for the
                    establishment of the Security Trust pursuant to this deed.

               B.   As security for its obligations to the Secured Creditors,
                    the Issuer Trustee, as trustee of the Trust, has agreed to
                    grant to the Security Trustee a charge over all of the
                    Assets of the Trust for the benefit of the Secured
                    Creditors.

               C.   The Issuer Trustee has the power under the Master Trust
                    Deed to grant the charge evidenced in the Master Security
                    Trust Deed and this deed.

               D.   The Security Trustee has agreed to 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 the Master Security Trust Deed and this
                    deed.

               E.   The Note Trustee acts as Note Trustee on behalf of the
                    [Noteholders of Class/Classes of US Notes] in accordance
                    with the Note Trust Deed.

Operative provisions:


1    Interpretation
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               1.1  The following words have these meanings unless the
                    contrary intention appears:

                    Definitions Schedule means the deed entitled "National
                    RMBS Trusts Definitions Schedule" [ ] between the parties
                    described in Schedule 1 to that deed (as amended from time
                    to time).

                    Event of Default means the occurrence of any of the
                    following events in respect of the Trust:


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                    (a)  the Issuer Trustee fails to pay or repay any amount
                         due under:

                        (i)   the [Senior Class of Notes] or the Redraw Notes
                              (for such times as the [Senior Class of Notes]
                              or the Redraw Notes, as the case may be, are
                              outstanding);

                        (ii)  [any subordinated classes of Notes (after all of
                              the notes senior to that class of notes and the
                              Redraw Notes have been repaid or redeemed in
                              full)]; or

                       (iii)  any Transaction Document,

                        within 10 Business Days of the due date for payment or
                        repayment of such amount;

                    (b)  the Issuer Trustee is (for any reason) not entitled
                         fully to exercise its right of indemnity against the
                         Assets of the Trust to satisfy any liability to a
                         Secured Creditor and the circumstances are not
                         rectified to the reasonable satisfaction of the
                         Security Trustee within 14 days of the Security
                         Trustee requiring the Issuer Trustee in writing to
                         rectify them;

                    (c)  the Issuer Trustee fails to perform or observe any
                         other provision of a Transaction Document (other than
                         the obligations referred to in this definition),
                         where such failure will have a Material Adverse
                         Effect and the failure is not remedied within 30 days
                         after written notice from the Security Trustee
                         requiring the Issuer Trustee to rectify them;

                    (d)  an Insolvency Event occurs in respect of the Issuer
                         Trustee (in its capacity as trustee of the Trust) and
                         the Issuer Trustee is not replaced (by either the
                         Global Trust Manager or a replacement trustee) in
                         accordance with the Master Trust Deed within 30 days
                         of such Insolvency Event;

                    (e)  the Charge:

                        (i)   is or becomes wholly or partly void, voidable or
                              unenforceable; or

                        (ii)  loses the priority which it has at or after the
                              date of this deed;

                    (f)  all or any part of any Transaction Document, is
                         terminated [(other than the Basis Swap, the Fixed
                         Rate Swap, the Redraw Facility Agreement or a
                         Currency Swap, in respect of a termination because of
                         an action of a taxing authority or change in tax
                         law)] or is or becomes void, illegal, invalid,
                         unenforceable or of limited force and effect, or any
                         party becomes entitled to terminate, rescind or avoid
                         all or part of any Transaction Document [(other than
                         the Basis Swap, the Fixed Rate Swap, the Redraw
                         Facility Agreement or a Currency Swap, in respect of
                         a termination because of an action of a taxing
                         authority or a change in tax law)]; or

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                    (g)  except with the prior consent of the Security
                         Trustee, that consent only to be given upon the
                         instructions or the consent of the Voting Secured
                         Creditors:

                        (i)   the Trust is wound up, or the Issuer Trustee is
                              required to wind up the Trust under the terms of
                              this deed, or applicable law, or the winding up
                              of the Trust commences; or

                        (ii)  the Trust is held or conceded by the Issuer
                              Trustee not to have been constituted or to have
                              been imperfectly constituted; or

                        (iii) the Issuer Trustee ceases to be authorised to
                              hold the property of the Trust in its name and
                              perform its obligations under the Transaction
                              Documents.

                    [Insert additional Events of Default (if any) specific to
                    series of Notes.]

                    Note Trust Deed means the Note Trust Deed in respect of
                    the Trust.

                    Secured Creditor means:

                    (a)  the Note Trustee (in its personal capacity and as
                         trustee of the Note Trust) on behalf of each
                         [Noteholder of class/classes of US Notes];

                    (b)  each [Noteholder of class/classes of US Notes];

                    (c)  each[Noteholder of a junior class of Note];

                    (d)  [each Noteholder of any further class of Notes];

                    (e)  each Redraw Noteholder;

                    (f)  each Paying Agent;

                    (g)  each Counterparty;

                    (h)  the Liquidity Facility Provider;

                    (i)  the Redraw Facility Provider;

                    (j)  the Depositor;

                    (k)  the Servicer;

                    (l)  the Seller;

                    (m)  the Global Trust Manager;

                    (n)  the Security Trustee;

                    (o)  each Support Facility Provider (to the extent not
                         included in the above paragraphs); and

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                    (p)  [insert other relevant Secured Creditors, if any].

                    Secured Money means all amounts which at any time for any
                    reason or circumstance in connection with any Transaction
                    Document that relates to, or applies to, the Trust or this
                    deed or any transactions contemplated by any of them
                    (insofar as such transactions relate to, or apply to, the
                    Trust), whatsoever whether at law, in equity, under
                    statute or otherwise:

                    (a)  are payable, are owing but not currently payable, are
                         contingently owing, or remain unpaid by the Issuer
                         Trustee to the Security Trustee on its own account or
                         for the account of the Secured Creditors or to any
                         Secured Creditor or to any Receiver;

                    (b)  have been advanced or paid by the Security Trustee on
                         its own account or for the account of the Secured
                         Creditors or by any Secured Creditor:

                        (i)   at the express request of the Issuer Trustee;
                              and

                        (ii)  on behalf of the Issuer Trustee;

                    (c)  which the Security Trustee on its own account or for
                         the account of the Secured Creditors or any Secured
                         Creditor is liable to pay by reason of any act or
                         omission of the Issuer Trustee or has paid or
                         advanced in the protection or maintenance of the
                         Secured Property or the security interest created by
                         this deed following an act or omission by the Issuer
                         Trustee; or

                    (d)  are reasonably foreseeable as likely, after that
                         time, to fall within any of paragraphs (a), (b) or
                         (c) above.

                    This definition applies:

                    (i)  irrespective of the capacity in which the Issuer
                         Trustee, the Security Trustee or any Secured Creditor
                         became entitled or is liable in respect of the amount
                         concerned;

                    (ii) whether the Issuer Trustee, the Security Trustee or
                         any Secured Creditor is liable as principal debtor or
                         surety or otherwise;

                   (iii) whether the Issuer Trustee is liable alone or
                         jointly, or jointly and severally with another
                         person;

                    (iv) whether the Security Trustee or any Secured Creditor
                         is the original obligee or an assignee or a
                         transferee of the Secured Money and whether or not:

                         (A)  the assignment or transfer took place before or
                              after the delivery of this deed; or

                         (B)  the Issuer Trustee consented to or was aware of
                              the assignment or transfer; or

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                         (C)  the assigned or transferred obligation was
                              secured; or

                    (v)  whether the Security Trustee or any Secured Creditor
                         is the original Security Trustee or an original
                         Secured Creditor or an assignee or a transferee of
                         the original Security Trustee or an original Secured
                         Creditor, and whether or not the Issuer Trustee
                         consented to or was aware of the assignment or
                         transfer.

                    Secured Property means all the present and future Assets
                    of the Trust held by the Issuer Trustee on the terms of
                    the Trust in accordance with the Master Trust Deed and the
                    Supplemental Deed.

                    Security Trust means the trust constituted by this deed
                    and the Master Security Trust Deed.

                    Supplemental Deed means the deed entitled "National RMBS
                    Trust 200[ ]-[ ] Supplemental Deed" dated after the date
                    of this deed between the Issuer Trustee, the Global Trust
                    Manager, the Security Trustee, the Note Trustee and
                    others.

                    Trust means the National RMBS Trust 200[ ]-[ ].

               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 and the Supplemental Deed
                    shall bear the same meaning when used in this deed. Where
                    definitions are in respect of a "Trust" they shall be
                    interpreted in this deed in respect of the Trust. In the
                    event of any inconsistency between a definition expressly
                    defined in this deed and a definition in the Definitions
                    Schedule, the definition in this deed shall prevail. In
                    the event of any inconsistency between a definition in the
                    Definitions Schedule and a definition in the Supplemental
                    Deed, the definition in the Supplemental Deed will
                    prevail. Any amendment to the Definitions Schedule will
                    only apply to this deed if made in accordance with the
                    Master Security Trust Deed.

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

               1.4  The provisions in this deed relate only to the Trust and
                    the Security Trust and apply in addition to the provisions
                    of the Master Security Trust Deed, or in place of the
                    provisions of the Master Security Trust Deed, as the case
                    may be.


2    Creation of National RMBS Trust 200[ ]-[ ] Security Trust
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Creation of Security Trust
               2.1  The Security Trust is constituted:

                    (a)  upon execution of this deed by the Issuer Trustee,
                         the Security Trustee, the Global Trust Manager and
                         the Note Trustee; and

                    (b)  the payment of the sum of $10 by the Global Trust
                         Manager to the Security Trustee in respect of the
                         Security Trust (the receipt

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                         of which the Security Trustee acknowledges by its
                         execution of this deed).

                    The above sum will vest in the Security Trustee and be
                    held by it on and subject to the trusts, terms and
                    conditions of this deed, the definition of "Security Trust
                    Fund" in the Definitions Schedule and the Master Security
                    Trust Deed in respect of the Security Trust and will be
                    invested by the Security Trustee in accordance with the
                    provisions of this deed and the Master Security Trust
                    Deed.

Name of Security Trust
               2.2  The Security Trust established under clause 2.1 will be
                    known as the "National RMBS Trust 200[ ]-[ ] Security
                    Trust".


3    Charge
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               3.1  The Issuer Trustee charges all of the Secured Property to
                    the Security Trustee as security for payment of the
                    Secured Money.

               3.2  The Issuer Trustee acknowledges giving this Charge and
                    incurring obligations and giving rights under this deed
                    for valuable consideration.


4    Nature of charge
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               4.1  This Charge is:

                    (a)  a fixed charge on the Issuer Trustee's right, title
                         and interest in, to and under the Transaction
                         Documents; and

                    (b)  a fixed charge on all Secured Property which is:

                        (i)   interests in real property (other than those
                              which the Issuer Trustee is prohibited by law
                              from charging or is incompetent to charge by a
                              fixed charge and any interest which the Issuer
                              Trustee has in respect of any Mortgage Loans);

                        (ii)  interests in fixtures, buildings, plant and
                              machinery;

                        (iii) book debts;

                        (iv)  securities, instruments (negotiable or
                              otherwise) and documents of title (other than
                              the Mortgage Title Documents in respect of the
                              Mortgage Loans which comprise the Assets of the
                              Trust) at any time deposited with the Security
                              Trustee by the Issuer Trustee for any purpose;

                        (v)   books of account, invoices, statements, ledger
                              cards and records relating to the business
                              transactions of the Issuer Trustee; and

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                        (vi)  interests in personal property not referred to
                              above that are not acquired for disposal in the
                              ordinary course of the Issuer Trustee's
                              business; and

                    (c)  a floating charge on:

                        (i)   the Issuer Trustee's right, title and interest
                              in, to and under Mortgage Loans;

                        (ii)  the proceeds of any book debt; and

                        (iii) the rest of the Secured Property.

Conversion to fixed charge
               4.2  Without derogating from the provisions of clause 8 of the
                    Master Security Trust Deed, the Security Trustee may, by
                    notice given at any time to the Issuer Trustee, convert
                    the floating charge to a fixed charge in relation to the
                    Secured Property specified in the notice where the
                    Security Trustee reasonably considers that it is necessary
                    to protect the rights of the Secured Creditors under this
                    deed and the Master Security Trust Deed. The Security
                    Trustee must notify each Current Rating Agency promptly
                    upon so converting the charge.


5    Notices
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Form
               5.1  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.

                         Issuer Trustee

                         Address:            [       ]

                         Facsimile:          [       ]
                         Attention:          [       ]
                         E-mail:             [       ]

                         Security Trustee

                         Address:            [       ]

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                         Facsimile:          [       ]
                         Attention:          [       ]
                         E-mail:             [       ]

                         Global Trust Manager

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

                         Note Trustee

                         Address:            [       ]
                         Facsimile:          [       ]
                         Attention:          [       ]
                         E-mail :            [       ]

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

Deemed receipt
               5.3  A notice, request, certificate, demand, consent or other
                    communication under this deed is deemed to have been
                    received:

                    (a)  where delivered in person, upon receipt at the
                         relevant office;

                    (b)  where sent by post, on the third (seventh if outside
                         Australia) day after posting;

                    (c)  where sent by facsimile, on production by the
                         dispatching facsimile machine 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; and

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

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

               5.4  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 of A$ Notes] and Redraw Noteholders, to the
                    address specified in the Register and, in the case of
                    joint holders, to the person

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                    whose name first appears in the Register) or, in the case
                    of the[Noteholders of Class/Classes of US 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 Note Trust Deed and the
                    [Class/Classes of US Notes] Conditions for
                    the[Class/Classes of US Notes]. Such notice is taken to be
                    received on the third (seventh, if posted to a place
                    outside Australia) day after posting.


6    Governing law, jurisdiction and service of process
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Governing Law
               6.1  This deed and the Security Trust are governed by the law
                    in force in the Australian Capital Territory and the
                    rights, liabilities and obligations of the parties and the
                    other Secured Creditors are governed by the laws in force
                    in Australian Capital Territory.

Non-exclusive jurisdiction
               6.2  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
               6.3  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 5.


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


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

Security Trustee Liability
               8.2  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 the
                    Master Security Trust Deed and 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.

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                    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 Security Trust Fund as a result
                    of the Security Trustee's fraud, negligence or breach of
                    trust. Nothing in this clause 8.2 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 the Master Security Trust Deed
                    or any Secured Property.


9    Note Trustee
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Capacity
               9.1  The Note Trustee is a party to this deed in its capacity
                    as trustee for the [Noteholders of Class/Classes of US
                    Notes] of the Trust from time to time under the Note Trust
                    Deed.

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

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

                    (b)  (Limited Right of Enforcement by [Noteholders of
                         Class/Classes of US Notes]): the [Noteholders of
                         Class/Classes of US Notes] may only exercise
                         enforcement rights in respect of the Secured Property
                         through the Note Trustee and only in accordance with
                         this deed.

Instructions or directions
               9.3  The Security Trustee may rely on any instructions or
                    directions given to it by the Note Trustee as being given
                    on behalf of all the [Noteholders of Class/Classes of US
                    Notes] from time to time and need not inquire whether any
                    such instructions or directions are in accordance with the
                    Note Trust Deed, whether the Note Trustee or the
                    [Noteholders of Class/Classes of US Notes] from time to
                    time have complied with any requirements under the Note
                    Trust Deed or as to the reasonableness or otherwise of the
                    Note Trustee.

Payments
               9.4  Any payment to be made to a [Noteholder of Class/Classes
                    of US Notes] under this deed may be made to the Note
                    Trustee or a Paying Agent on behalf of that [Noteholder of
                    Class/Classes of US Notes] in accordance with the Note
                    Trust Deed, the Agency Agreement and the [Class/Classes of
                    US Note] Conditions for the [Class/Classes of US Notes].

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Notices
               9.5  Any notice to be given to a [Noteholder of Class/Classes
                    of US Notes] under this deed may be given to the Note
                    Trustee on behalf of that Class A Noteholder and in the
                    manner contemplated by the Note Trust Deed and the
                    [Class/Classes of US Note] Conditions for
                    the[Class/Classes of US Note]. Any costs to the Note
                    Trustee of publishing such notice to the [Noteholder of
                    Class/Classes of US Notes] will, subject to this deed, be
                    reimbursed by the Issuer Trustee to the Note Trustee.

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


10   Priority amount
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               10.1 The parties acknowledge that the maximum amount of the
                    prospective liability secured by this deed for the
                    purposes of establishing priority under section 282(3) of
                    the Corporations Act is $[ ].

               10.2 Clause 10.1 in no way affects or limits the actual amount
                    of Secured Money which may in fact be secured by this
                    deed.

               10.3 Clauses 10.1 and 10.2 are to be construed independently of
                    each other.

EXECUTED as a deed in the Australian Capital Territory


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Execution page
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SIGNED, SEALED AND                 )
DELIVERED  by [................]   )
as attorney for [NAME OF ISSUER    )
TRUSTEE] under power of attorney   )
dated                              )
[..............................]   )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney



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



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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 that the signatory has received
..................................  )   no notice of revocation of the authority
Occupation of witness              )   under which they execute this deed


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

<PAGE>

                  __________________________________________
                  Dated











                              National RMBS Trust
                                  200[ ]-[ ]
                                Deed of Charge

                           [Name of Issuer Trustee]
                              ("Issuer Trustee")
                          [Name of Security Trustee]
                             ("Security Trustee")
                        National Global MBS Manager Pty
                                      Ltd
                           ("Global Trust Manager")
                            [Name of Note Trustee]
                               ("Note Trustee")



























                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF

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Contents            National RMBS Trust 200[ ]-[ ] Deed of Charge
--------------------------------------------------------------------------------


                    1    Interpretation                                        1


                    2    Creation of National RMBS Trust 200[ ]-[ ]
                           Security Trust                                      5

                         Creation of Security Trust                            5
                         Name of Security Trust                                6

                    3    Charge                                                6


                    4    Nature of charge                                      6

                         Conversion to fixed charge                            7

                    5    Notices                                               7

                         Form                                                  7
                         Time effective                                        8
                         Deemed receipt                                        8

                    6    Governing law, jurisdiction and service of process    9

                         Governing Law                                         9
                         Non-exclusive jurisdiction                            9
                         Service of process                                    9

                    7    Counterparts                                          9


                    8    Limited recourse                                      9

                         Security Trustee Liability                            9

                    9    Note Trustee                                         10

                         Capacity                                             10
                         Exercise of rights                                   10
                         Instructions or directions                           10
                         Payments                                             10
                         Notices                                              11
                         Limitation of Note Trustee's Liability               11

                    10   Priority amount                                      11