Exhibit 4.1

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                    National RMBS Trusts

                    Master 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") 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")

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

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

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

Operative provisions:

Part A - Definitions

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

               1.2  Except to the extent to which words and phrases are
                    otherwise defined in this deed, words and phrases defined
                    in the Definitions Schedule shall bear the same meaning in
                    this deed. For the avoidance of doubt, in the event of any
                    inconsistency between a definition in this deed and a
                    definition in the Definitions Schedule, the definitions in
                    this deed will prevail. Any amendment to the Definitions
                    Schedule will only apply to this deed if made in
                    accordance with this deed.

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


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Interpretation
               1.4  This deed binds the Issuer Trustee, the Global Trust
                    Manager, the Secured Creditors of each Trust and the
                    Unitholders of each Trust.

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

Part B - Trusts

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

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

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

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

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


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

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

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

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

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

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

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

                    (a)  a Notice of Creation of Trust, substantially in the
                         form set out in Schedule 1, or such other form as may
                         be agreed from time to


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                         time by the Issuer Trustee and the Global Trust Manager
                         which relates to that Trust; and

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

Termination
               3.2  A Trust terminates on the earliest of:

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

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

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

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

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

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

4    Interest of Unitholders
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Entitlement to a Trust
               4.1  The beneficial interest in each Trust will be constituted
                    by the issue of:

                    (a)  one or more Residual Capital Units; and

                    (b)  one or more Residual Income Units,

                    of that Trust in accordance with the relevant Supplemental
                    Deed. The beneficial interest of each Trust is vested in
                    the Residual Capital


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                    Unitholders and the Residual Income Unitholders of that
                    Trust in accordance with this deed and that relevant
                    Supplemental Deed.

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

Restrictions
               4.3  No Unitholder in respect of a Trust is entitled (other
                    than as permitted by this deed or any other Transaction
                    Document in respect of that Trust) to:

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

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

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

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

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

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

                      However, nothing in this clause prevents a Unitholder
                      from:

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

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

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

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


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Part C - Assets

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

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

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

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

                    by delivering a Receivables Transfer Direction to the
                    Issuer Trustee.

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

                    (a)  the Relevant Acquirer;

                    (b)  the Transferor Trust and the Transferee Trust;

                    (c)  the Mortgage Loans subject to the direction;

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

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

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

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


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

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

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

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

                        (ii)  acquire the relevant Mortgage Loans; and

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

               and otherwise comply with the Receivables Transfer Direction.

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

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

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

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

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



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

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

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

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

6    Title Perfection Event in respect of a Trust
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Event

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

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



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

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

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

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

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

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

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

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



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Directions

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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

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

                        (i)   the merits of the proposal; or

                        (ii)  whether the proposed investment is an Authorised
                              Investment or is otherwise permitted under or
                              complies with this deed. Subject to this deed,
                              the Issuer Trustee



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                              must not make or acquire an investment if it
                              knows that it is not an Authorised Investment or
                              that it does not comply with this deed.

Part D - Borrowings

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

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

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

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

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

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

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


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

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

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

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

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

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

                    (e)  any applicable redemption features; and

                    (f)  distribution dates and interest accrual periods.

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

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

Purpose of Borrowings
               8.8  In respect of a Trust, the Issuer Trustee must only apply
                    the proceeds of a Borrowing:

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

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

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


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

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

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

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

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

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

No liability attaches to the Global Trust Manager
               8.10 The Global Trust Manager shall not be liable in any way to
                    meet any moneys payable by the Issuer Trustee in its
                    capacity as trustee of any Trust to a Noteholder, or to
                    any other person, with respect to the preparation and
                    service of an Issue Notice on the Issuer Trustee, the
                    certifications in such an Issue Notice or the issue of any
                    Notes.

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

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


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

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

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

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

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

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

                    (a)  clause 9.2 has been complied with;

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

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

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

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

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

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


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                        (i)   the Notes:

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

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

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

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

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

                              (C)  any other relevant laws.

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

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

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

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

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

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


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                                                                              17
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                    Manager and the Issuer Trustee) for the Note. If
                    insufficient moneys are raised on a proposed Issue Date
                    for their intended purpose in accordance with this deed,
                    neither the Issuer Trustee nor the Global Trust Manager
                    shall have any obligation or liability to any person
                    (including, without limitation, to each other or any
                    intending Noteholder) to issue the Notes or incur any
                    other liability for any costs, loss or liabilities
                    incurred in connection with the failure to issue the Notes
                    other than the obligation to return any subscription
                    moneys received on the Issue Date unless the failure to
                    raise the necessary moneys was caused by its own
                    negligence, fraud or breach of trust (in the case of the
                    Issuer Trustee) or material breach of obligation (in the
                    case of the Global Trust Manager).

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

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

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

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

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

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

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                    period as is agreed between the Issuer Trustee and the
                    Global Trust Manager) of receiving a copy of the terms and
                    conditions of the relevant facility and any other
                    Transaction Documents in connection with the relevant
                    facility).

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

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

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

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

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

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

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

Reduction in rating
               11.5 If a person providing a Support Facility or Derivative
                    Contract to the Issuer Trustee as trustee of a Trust
                    ceases to have the Required Credit Rating (if a Current
                    Rating Agency requires it to have a Required Credit
                    Rating) and a Current Rating Agency has downgraded, or has
                    indicated that it proposes to downgrade, its rating of the
                    Notes, the Issuer Trustee

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                                                                              19
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                    must, if directed by the Global Trust Manager (in its
                    absolute discretion) and subject to this deed:

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

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

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

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

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

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

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

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

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

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

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


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                    (g)  to grant any form of discharge, release or partial
                         discharge or release of any Housing Loan and provide
                         any type of financial accommodation in connection
                         with any Housing Loan where to do so is in the
                         opinion of the Issuer Trustee not prejudicial to the
                         Secured Creditors of a Trust;

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

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

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

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

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

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

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

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

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

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

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

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


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                                                                              21
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Interests of Secured Creditors paramount
               12.2 The Issuer Trustee agrees to, and each Unitholder
                    acknowledges that the Issuer Trustee will, subject to the
                    provisions of this deed, exercise its powers in what the
                    Issuer Trustee considers in good faith to be in the
                    interests of the Unitholders and the Secured Creditors in
                    respect of each Trust as a whole. In the event of any
                    conflict between those interests, the Issuer Trustee must,
                    subject to the provisions of this deed, exercise its
                    powers in what the Issuer Trustee considers in good faith
                    to be in the interests of the Secured Creditors in respect
                    of the Trust as a whole. Nothing in this clause limits the
                    rights of the Issuer Trustee against any Secured Creditor.

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

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

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

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


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                                                                              22
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                    (a)  act continuously as trustee of the Trust until the
                         Trust is terminated in accordance with this deed or
                         until it has retired or been removed in accordance
                         with this deed;

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

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

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

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

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

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

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

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

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

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

                    (l)  subject to this deed and the other Transaction
                         Documents of the Trust, keep each Trust separate from
                         the others and not mix or


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                                                                              23
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                         commingle the Assets of the Trust with the assets or
                         property of any other Trust or any other person;

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

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

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

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

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

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

Limitation of liability of Issuer Trustee
               12.8 The Issuer Trustee is not liable:

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

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

                    (c)  to anyone for payments (except when made negligently)
                         made by it in good faith to a Governmental Authority
                         in connection with Taxes (including Taxes assessed on
                         the income of a Trust)


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                                                                              24
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                         or other charges in respect of a Trust even if the
                         payment need not have been made;

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

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

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

               12.10 The Issuer Trustee is not liable:

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

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

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

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

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

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


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                                                                              25
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                    (g)  to make any payment to the Unitholder or the Secured
                         Creditors of a Trust except out of funds held by it
                         for that purpose under this deed in respect of that
                         Trust;

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

                    (i)  for having acted upon:

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

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

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

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

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

Proceedings in respect of a Trust

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

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


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                                                                              26
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                              (A)  is approved by the Global Trust Manager or
                                   an Extraordinary Resolution at a meeting of
                                   the Voting Secured Creditors of the
                                   relevant Trust; or

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

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

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

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

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


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                                                                              27
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                    (a)  the contents of any notice, report, certificate,
                         statements, representations or warranties made or
                         given by any party other than itself pursuant to this
                         deed, any Issue Notice or direction from the Global
                         Trust Manager provided in accordance with the
                         Transaction Documents;

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

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

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

No liability for non-payment

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

Issuer Trustee no other duties
               12.16 The Issuer Trustee in respect of a Trust only has the
                    obligations which are expressly set out in this deed, the
                    relevant Supplemental Deed and the other Transaction
                    Documents for the relevant Trust.

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

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

No supervision or investigation
              12.19 Except as expressly set out in this deed and the other
                    Transaction Documents, the Issuer Trustee has no
                    obligation to supervise the Global Trust Manager or any
                    other party or take any action to investigate the
                    accounts, management, control or activities of the Global
                    Trust Manager or any other person. The Issuer Trustee has
                    no duty, and is under no obligation, to investigate
                    whether any of the following has occurred in relation to a
                    Trust (except where the Issuer Trustee has actual notice):

                    (a)  Global Trust Manager's Default;


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                                                                              28
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                    (b)  Servicer Termination Event; or

                    (c)  Title Perfection Event.

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

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

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

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

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

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


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                                                                              29
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                    and provided the Issuer Trustee is using reasonable
                    endeavours to resolve such ambiguity, dispute or doubt,
                    the Issuer Trustee (in its absolute discretion) may (but
                    will have no obligation to) refuse to act or refrain from
                    acting in relation to matters affected by such dispute,
                    ambiguity or doubt.

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

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

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

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

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

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

                    (e)  no Issuer Trustee Default continues unremedied.

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

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

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                                                                              30
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                    satisfied within 3 Business Days of it being made, the
                    Issuer Trustee is entitled to exercise its right of
                    indemnity out of the Assets of the relevant Trust.

13   Issuer Trustee's Retirement
-------------------------------------------------------------------------------
Notice from Global Trust Manager
               13.1 The Global Trust Manager may, by written notice, require
                    the Issuer Trustee to retire if it reasonably believes
                    that an Issuer Trustee Default has occurred.

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

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

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

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

               13.6 The purported retirement of the Issuer Trustee under
                    clause 13.5 and the purported appointment of a new trustee
                    has no effect until the new trustee executes a deed under
                    which it covenants to act as trustee in accordance with
                    this deed. Such a new trustee may be appointed by the
                    Global Trust Manager at any time after receipt of the
                    notice referred to in clause 13.5. If the Global Trust
                    Manager fails to appoint a new trustee within 60 days of
                    the receipt of the notice referred to in clause 13.5 then
                    the Issuer Trustee may appoint a new trustee provided that
                    each Current Rating Agency has confirmed that the
                    appointment of such person as the new trustee will not
                    have an Adverse Rating Effect in relation to any Trust.

Release
               13.7 When it retires or is removed, the Issuer Trustee is
                    released from all obligations in relation to the Trust
                    arising after the date it retires or is removed except
                    that the Issuer Trustee is still obliged, at the cost of
                    the


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

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

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

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

Part F - Global Trust Manager

14   Global Trust Manager
-------------------------------------------------------------------------------
Powers
               14.1 The Global Trust Manager must (subject to the Transaction
                    Documents for a Trust) manage each Trust until it retires
                    or is removed. This power extends to the management of the
                    Assets (other than the Mortgage Loans) and Liabilities of
                    each Trust, and excludes the Issuer Trustee from
                    management except as set out in this deed.

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


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

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

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

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

                    (d)  to notify the Issuer Trustee immediately if:

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

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

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

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

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

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

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

                    (h)  the calculation of all determinations to be made on
                         each Determination Date and of all payments to be
                         made on each


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                                                                              33
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                         Payment Date in accordance with the Supplemental Deed
                         of that Trust.

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

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

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

No power to bind Issuer Trustee
               14.6 The Global Trust Manager acknowledges that in exercising
                    its powers, authorities and discretions vested in it and
                    carrying out and performing its duties and obligations in
                    relation to any Trust or any Asset, whether under this
                    deed or under any Transaction Document, neither it nor its
                    delegate has any power to bind the Issuer Trustee,
                    otherwise than as expressly provided in this deed or such
                    other Transaction Document, or with the express authority
                    of the Issuer Trustee.

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

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

                    (b)  manage the Trust;

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

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


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                                                                              34
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                    (e)  give to the Issuer Trustee and the Auditor written or
                         oral information which either may reasonably require
                         with respect to all matters in possession of the
                         Global Trust Manager relating to the Assets or the
                         Trust;

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

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

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

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

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

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

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

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

                    (n)  prepare and submit to the Issuer Trustee for signing
                         and filing on a timely basis all income Tax returns
                         or elections required to be filed with respect to the
                         Trust and ensure that the Issuer Trustee is directed
                         to pay any Taxes (including Taxes assessed on the
                         income of the Trust, it being acknowledged however
                         that the Issuer Trustee and the Global Trust Manager
                         will cooperate

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                                                                              35
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                         to use their best endeavours to ensure that no such
                         Tax falls due) required to be paid by the Trust;

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

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

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

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

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

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

Global Trust Manager liable
               14.9 The Global Trust Manager is not liable:

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

                    (b)  for any loss, costs, liabilities or expenses arising
                         out of the exercise or non-exercise of a discretion
                         on the part of the Issuer Trustee or any act,
                         omission, misconduct, mistake, oversight, error of
                         judgment, forgetfulness or want of prudence on the
                         part of the Issuer Trustee or other person providing
                         services or selling assets to or in respect of a
                         Trust;

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


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                                                                              36
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                    (d)  for any other act or omission, misconduct, mistake,
                         oversight, error of judgment, forgetfulness or want
                         of prudence on its part;

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

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

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

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

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

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

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

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

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

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

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


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                                                                              37
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              14.12 The representations and warranties in clause 14.11 are
                    made on the date of this deed and on each date Notes are
                    issued in respect of a Trust after the date of this deed.

Limitation of liability of Global Trust Manager
              14.13 The Global Trust Manager is not liable:

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

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

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

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

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

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

No liability for non-payment
              14.14 Except in the case of and to the extent of fraud,
                    negligence or material breach of obligation on the part of
                    the Global Trust Manager, the Global Trust Manager is not
                    liable in the event of a failure to pay moneys on the due
                    date for payment for any loss howsoever arising in respect
                    of a Trust to the Secured Creditors of the relevant Trust
                    or the Unitholders or any other person.

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

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


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

                    unless otherwise specified in the relevant Supplemental
                    Deed.

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

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

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

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

New Global Trust Manager
               15.5 Upon the retirement or removal of the Global Trust Manager
                    under clauses 15.1, 15.2, 15.3 and 15.4, the Global Trust
                    Manager must (as soon as practicable) appoint in writing
                    another corporation to be the manager of the Trust,
                    subject to the approval of the Issuer Trustee and any
                    approval required by law provided that the appointment
                    will not, in the reasonable opinion of the Issuer Trustee,
                    materially prejudice the interests of the Noteholders. If
                    the Global Trust Manager does not propose a replacement at
                    least 30 days before the Global Trust Manager proposes to
                    retire or the Issuer Trustee does not approve of the
                    replacement proposed by the Global Trust Manager, the
                    Issuer Trustee may appoint a new manager as of the date of
                    the proposed retirement. An appointment is not complete
                    until the new manager executes a deed by which it
                    covenants to be bound by this deed. The appointment of the
                    replacement manager must not cause an Adverse Rating
                    Effect.

Issuer Trustee act as Global Trust Manager
               15.6 Until the appointment of any replacement manager is
                    complete, the Issuer Trustee must (subject to any approval
                    required by law) act as Global Trust Manager in accordance
                    with this deed. For so long as it so

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                    acts, the Issuer Trustee is entitled to the fee which, but
                    for its removal, the Global Trust Manager would have been
                    entitled to receive.

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

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

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

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

Part G - Other
16   Transfer and Transmission of Notes
-------------------------------------------------------------------------------
No restriction on transfer
                    Subject to the relevant Supplemental Deed, there is no
                    restriction on the transfer of Notes for a Trust. The
                    relevant Supplemental Deed regulates the transfer and
                    transmission of Notes for a Trust.

17   Register of Noteholders
--------------------------------------------------------------------------------
Register of Noteholders
                    The Issuer Trustee shall keep an up to date Register in
                    respect of the Registered Notes only, and in accordance
                    with Schedule 6 to this deed


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                                                                              40
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                    and the relevant Supplemental Deed. The Register may be
                    maintained in electronic form. The Issuer Trustee will
                    procure that a register be maintained with respect to any
                    Bearer Notes in accordance with the Note Trust Deed for
                    the relevant Trust, if any.

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

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

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

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

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

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

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

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


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                                                                              41
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                    (f)  if at a particular time the Note Trustee is or would
                         be the only Noteholder in respect of a meeting of
                         Noteholders, notwithstanding any other provision of
                         this deed, the requirement to convene such a meeting
                         and put such issue to such meeting will be satisfied
                         if directions are sought from the Note Trustee on the
                         particular issue that would otherwise be put to such
                         meeting. Upon such a direction being given by the
                         Note Trustee, a meeting of the Noteholders will be
                         regarded as having been duly called, convened and
                         held and the direction will be regarded as properly
                         passed as an Extraordinary Resolution of such
                         meeting.

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

Part H - Miscellaneous

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

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

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

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


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                                                                              42
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                    (a)  (Cheque) crossed "not negotiable" Cheque in favour of
                         the relevant person and despatched by post to the
                         address of the relevant person being in the case of a
                         Registered Noteholder, the address of that Registered
                         Noteholder shown in the Register on the Record Date
                         or, in the case of any other relevant person, to the
                         address of that other relevant person for the
                         purposes of clause 20;

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

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

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

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

Valid receipts
               20.5 A receipt issued by the Issuer Trustee, the Global Trust
                    Manager or the Servicer (as the case may be) for any
                    moneys shall exonerate the person paying the same from all
                    liability to make any further enquiry. Every such receipt
                    shall as to the moneys paid or expressed to be received in
                    such receipt, effectually discharge the person paying such
                    moneys from such liability or enquiry and from being
                    concerned to see to the application or being answerable or
                    accountable for any loss or misapplication of such moneys.

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

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

                    (a)  the Global Trust Manager may determine whether any
                         deemed or actual receipt, profit, gain, payment,
                         loss, outgoing, provision or reserve or any sum of
                         money or investment in a Financial Year is or is not
                         to be treated as being on income or capital

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                                                                              43
--------------------------------------------------------------------------------
                         account of the Trust (including treating the transfer
                         of amounts from the corpus of the Trust as income of
                         the Trust for any purpose) and whether and the extent
                         to which any provisions and reserves need to be made
                         for the Financial Year;

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

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

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

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

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

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

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

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

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

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

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


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                                                                              44
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Payment
               21.7 The Global Trust Manager must calculate the distributions
                    to be paid and direct the Issuer Trustee to pay such
                    distributions.

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

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

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

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

                    (a)  may be a money market account;

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

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

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


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                                                                              45
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               22.4 The Issuer Trustee must pay into the Collections Account
                    of a Trust (or procure the payment into the Collections
                    Account of a Trust of):

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

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

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

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

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

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

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

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

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

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


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                                                                              46
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Death, legal disability
               23.3 If a Unitholder of a Trust dies or becomes subject to a
                    legal disability such as bankruptcy or insanity, only the
                    survivor (in the case of joint holders) or the legal
                    personal representative (in any other case) will be
                    recognised as having any claim to Units registered in the
                    Unitholder's name.

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

24   Rights and liabilities of Global Trust Manager and Issuer Trustee
-------------------------------------------------------------------------------
Holding Units
               24.1 The Issuer Trustee and its Related Entities may hold any
                    Unit issued in respect of a Trust.

Other capacities
               24.2 None of the:

                    (a)  Issuer Trustee;

                    (b)  Global Trust Manager;

                    (c)  Related Entities of the Issuer Trustee;

                    (d)  Related Entities of the Global Trust Manager;

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

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

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

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

                         is prohibited from:

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

                         (B)  at any time:

                             (i)   contracting with;

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


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                                                                              47
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                             (iii) entering into any financial, banking,
                                   agency or other transaction with,

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

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

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

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

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

Exercise of discretion
          24.3 Without limiting clause 24.2, the Issuer Trustee and any
               Related Entity of the Issuer Trustee may perform different
               roles in connection with the Transaction Documents, including
               roles as trustee, security trustee, registrar, paying agent,
               shareholder, beneficiary, and notwithstanding that interests of
               or duties to the Issuer Trustee in respect of those roles may
               conflict with interests or duties of any Unitholder or Secured
               Creditor of a Trust. The Issuer Trustee and each Related Entity
               of the Issuer Trustee will have no liability to any person for
               assuming different roles or for any use, non-use or
               communication of any information as contemplated by this
               clause. This clause 24.3 is subject to the requirement that the
               Issuer Trustee acts in good faith regarding the Unitholders and
               Secured Creditors of each Trust in exercising any powers or
               rights or taking any action of the kind permitted under this
               clause.

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

25   Liability of the Unitholders and Noteholders
-------------------------------------------------------------------------------
Liability limited

               25.1 Subject to clause 21.6, the liability of the Unitholders
                    and the Noteholders in respect of a Trust is limited to
                    the application price or Issue Price (as the case may be)
                    paid or agreed to be paid for a Unit or

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                                                                              48
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                    Note. No Unitholder or Noteholder is under any obligation
                    to indemnify the Issuer Trustee or the Global Trust
                    Manager if there is a deficiency in the Net Assets of a
                    Trust or meet the claim of any creditor of the Issuer
                    Trustee or the Global Trust Manager in respect of that
                    Trust.

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

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

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

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

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

                    (c)  any proposed investment;

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

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

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


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                                                                              49
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                    (g)  the engagement of agents, Valuers, barristers,
                         solicitors, legal practitioners, contractors,
                         brokers, qualified advisers and any other person
                         engaged in accordance with this deed;

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

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

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

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

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

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

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

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

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

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


<PAGE>

                                                                              50
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                    (a)  must be given by an Authorised Person of the relevant
                         party;

                    (b)  must be in writing; and

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

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

                         Issuer Trustee:

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

                         Global Trust Manager:

                         Address:          Level 24
                                           500 Bourke Street
                                           Melbourne VIC 3000
                         Facsimile:        (03) 8641 0906
                         Attention:        Manager, Group Funding
                         E-mail:           as notified from time to time

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

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

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

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

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


<PAGE>
                                                                              51
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                    However, if the time of deemed receipt of any notice is
                    not before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is deemed to have been
                    received at the commencement of business on the next
                    following Business Day.

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

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

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

                    (a)  in the reasonable opinion of the Issuer Trustee or of
                         legal counsel appointed by the Issuer Trustee is
                         necessary or expedient to comply with or be
                         consistent with the provisions of any statute,
                         ordinance, regulation or by-law or with the
                         requirement of any statutory authority;

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

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

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

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

                    (f)  in the reasonable opinion of the Issuer Trustee or of
                         legal counsel appointed by the Issuer Trustee is
                         required by, is a consequence of, is consistent with
                         or is appropriate or expedient


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                                                                              52
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                         as a consequence of, any amendment to any statute,
                         regulation or requirements of any Governmental Agency
                         (including, without limitation, any amendment,
                         addition or revocation which is in the opinion of the
                         Issuer Trustee appropriate or expedient as a result
                         of any amendment to any legislation dealing with, or
                         associated with, taxation or any ruling by the
                         Commissioner or Deputy Commissioner of Taxation or
                         any government announcement or statement that has or
                         may have the effect of altering the manner or basis
                         of taxation of trusts generally or of trusts similar
                         to any of the Trusts).

Consent required
               28.2 If in the reasonable opinion of the Issuer Trustee any
                    amendment, addition or revocation referred to in clause
                    28.1(c) or clause 28.1(d) will be or is likely to become
                    prejudicial to the interests of Noteholders of a
                    particular class in respect of the Trust or to the
                    interests of all Noteholders in respect of the Trust, the
                    amendment, addition or revocation may be effected only if
                    in accordance with clause 28.3 or 28.4 (as the case may
                    be).

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

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

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

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

               28.5 The Issuer Trustee will be entitled to assume that any
                    proposed alteration, addition or revocation referred to in
                    clause 28 will not be materially prejudicial to the
                    interests of a Class of Noteholders or all Noteholders if
                    each of the Current Rating Agencies confirms in writing
                    that if the alteration, addition or revocation is effected
                    this will not lead to a reduction, qualification or
                    withdrawal of the then rating given, respectively, to the
                    Class of Notes, or to each Class of Notes, by the Current
                    Rating Agency.


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                                                                              53
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29   Tax reform
--------------------------------------------------------------------------------
               29.1 The parties acknowledge that:

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

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

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

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

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

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

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

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

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

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

               29.3 Provided that the Issuer Trustee and each Current Rating
                    Agency receives written advice from an experienced and
                    reputable tax lawyer or tax accountant to the effect that
                    if the cashflow methodology, as amended by the Amending
                    Deed, is followed the Objective will be met, and each
                    Current Rating Agency confirms the change in Tax law or
                    the

<PAGE>

                                                                              54
--------------------------------------------------------------------------------
                    Amending Deed will not have an Adverse Rating Effect in
                    respect of the relevant Trust:

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

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

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

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

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

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

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

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


<PAGE>

                                                                              55
--------------------------------------------------------------------------------
                    the case of its fraud or wilful default or, in the case of
                    the Issuer Trustee, negligence, fraud or breach of trust.

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

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

Approvals and consent
               31.5 The Issuer Trustee, the Global Trust Manager or an
                    attorney appointed under this deed may give conditionally
                    or unconditionally or withhold its approval or consent in
                    its absolute discretion, unless this deed expressly
                    provides otherwise.

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

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

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

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

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

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

Acknowledgment
              31.10 The parties acknowledge and agree that the Issuer Trustee
                    and the Global Trust Manager in exercising their powers
                    and discretions under this deed, and in performing their
                    obligations under this deed, must act in accordance with
                    their duties and obligations under this deed, the Deed of
                    Charge in respect of each Trust, the Master Trust Deed and
                    the

<PAGE>

                                                                              56
--------------------------------------------------------------------------------
                    Supplemental Deed in respect of each Trust and may
                    exercise such powers and discretions as provided in this
                    deed, the Deed of Charge in respect of each Trust, the
                    Master Trust Deed and the Supplemental Deed in respect of
                    each Trust and (without limitation) in forming any opinion
                    may obtain and act upon the advice of persons who are not
                    parties to this deed.

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

Disclosure of information
              31.12 Subject to this deed, the Issuer Trustee is not required
                    (unless ordered so to do by a court of competent
                    jurisdiction) to disclose to any Unitholder, Secured
                    Creditor or any other person confidential, financial or
                    other information made available to the Issuer Trustee in
                    connection with this deed.

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

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

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

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

Submission to jurisdiction
               32.2 Each party irrevocably and unconditionally submits to the
                    non-exclusive jurisdiction of the courts of the Australian
                    Capital Territory and courts of

<PAGE>

                                                                              57
--------------------------------------------------------------------------------
                    appeal from them. Each party waives any right it has to
                    object to an action being brought in those courts
                    including, without limitation, by claiming that the action
                    has been brought in an inconvenient forum or that those
                    courts do not have jurisdiction.

Service
               32.3 Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being
                    delivered to or left for that party at its address for
                    service of notices under clause 27.

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

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

EXECUTED as a deed in the Australian Capital Territory.


<PAGE>



                                                                              58
--------------------------------------------------------------------------------
Schedule 1          Notice of Creation of Trust
--------------------------------------------------------------------------------

                    To:     Perpetual Trustee Company Limited ("Issuer Trustee")

                    From:   National Global MBS Manager Pty Ltd ("Global Trust
                            Manager")

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

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

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

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

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

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

                    Dated:

                    For and on behalf of the Global Trust Manager



                    ...........................................................
                    Authorised Person

                    For and on behalf of the Issuer Trustee



                    ...........................................................
                    Authorised Person


<PAGE>

                                                                              59
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Schedule 2          Receivables Transfer Direction
--------------------------------------------------------------------------------

To:       Perpetual Trustee Company Limited as trustee of the [        ] Trust
          [and [         ]] Trust
                     ("Issuer Trustee")

From:     National Global MBS Manager Pty Ltd ("Global Trust Manager")

                    1    Direction to acquire Receivables

                    Under clause 5.2 of the Master Trust Deed dated [ ] (as
                    amended from time to time) establishing the National RMBS
                    Trusts ("Master Trust Deed"), the Global Trust Manager
                    proposes and directs in this direction ("Direction") that
                    the Issuer Trustee on [ ] will:

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

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

                    2    Global Trust Manager's Certifications

                    The Global Trust Manager certifies to the Issuer Trustee
                    that:

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

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

                    Interpretation

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

                    Dated:

                    For and on behalf of [                                   ]

                                                  Authorised Person

<PAGE>


                                                                              60
--------------------------------------------------------------------------------
                                                             Annexure A

                                                        Portfolio of Assets

                                                   [Specify Portfolio of Assets]



<PAGE>

                                                                              61
--------------------------------------------------------------------------------
Schedule 3          Issue Notice
--------------------------------------------------------------------------------

                    TO:       [       ]




                    Dear Ladies and Gentlemen:


                    [                         ] Trust

                    [     ] ("Global Trust Manager") refers to the Master Trust
                    Deed dated [          ] and the Supplemental Deed referable
                    to the [       ] Trust dated [      ] ("Master Trust Deed").

                    Notes

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

                    (a)  Class;

                    (b)  Name;

                    (c)  Issue Date;

                    (d)  Maturity Date;

                    (e)  the number of Notes to be issued;

                    (f)  the initial Face Value of those Notes;

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

                    (h)  the [Margin] is [ ];

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

                    (j)  the Notes are secured by [ ];

                    (k)  the Support Facilities are [ ];

                    (l)  [insert Sale Notice details];

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

                    (n)  [the currency of the Note];

                    (o)  [others].


<PAGE>

                                                                              62
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                    Global Trust Manager's Certifications

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

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

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

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



                    Yours faithfully


                    For and on behalf of the Global Trust Manager


<PAGE>


                                                                              63
--------------------------------------------------------------------------------
Schedule 4          Meetings of Noteholders
--------------------------------------------------------------------------------

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

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

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

No quorum
                    4    If a quorum is not present within 30 minutes after
                         the scheduled time for the meeting, the meeting is:

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

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

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

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

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

Voting
                    7    Voting at a meeting of Noteholders of a Trust is by a
                         show of hands, unless a poll is duly demanded or the
                         Resolution proposed is required by this deed or by
                         law to be decided by a

<PAGE>

                                                                              64
--------------------------------------------------------------------------------
                         percentage of all Notes. Each Noteholder of the Trust
                         present in person or by proxy has one vote on a show
                         of hands. On a poll, each Noteholder of the Trust
                         present in person or by proxy has one vote for every
                         $10 of the Invested Amount (rounded down to the
                         nearest $10) in respect of that Noteholder. In the
                         case of joint holders, only the person whose name
                         appears first in the register may vote.

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

                         (a)  the Chairman; or

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

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

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

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

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

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


<PAGE>

                                                                              65
--------------------------------------------------------------------------------
Minutes
                    14   The minutes of a meeting of Noteholders signed by the
                         Chairman of the meeting are conclusive evidence of
                         the matters stated in them unless the contrary is
                         proved.

Written resolutions
                    15   Notwithstanding the provisions of this schedule, a
                         Resolution of the Noteholders of a Trust (including
                         an Extraordinary Resolution) may be passed, without
                         any meeting or previous notice being required, by an
                         instrument or instruments in writing which has or
                         have:

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

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

Powers of a meeting
                    16
                         (a)  Subject to paragraph (b) below, a meeting of the
                              Noteholders of a Trust shall, without prejudice
                              to any rights or powers conferred on other
                              persons by the Transaction Documents, have power
                              exercisable by Extraordinary Resolution:

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

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

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

                             (iv)  subject to the Master Trust Deed and the
                                   relevant Supplemental Deed, to consent to
                                   any alteration, addition or modification of
                                   the Master Trust Deed or the relevant


<PAGE>

                                                                              66
--------------------------------------------------------------------------------
                                   Supplemental Deed which is proposed by the
                                   Issuer Trustee or the Global Trust Manager;

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

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

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

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

                             (ii)  interfering with the management of any
                                   Trust;

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

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

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



<PAGE>


                                                                              67
--------------------------------------------------------------------------------
Schedule 5          Form of Acknowledgement
--------------------------------------------------------------------------------

                    To:       .........................................(Name)

                              .........................................(Address)

                              .........................................

                              .........................................


                    Register: .........................................

                    Number of Notes:...................................

                    Final Maturity Date:...............................

                    Face Value of each Note:...........................

                    Coupon (if applicable):............................

                    Payment Dates:.....................................

                    This is to acknowledge that the person named above has
                    been entered in the Register of Noteholders in respect of
                    the abovementioned Notes ("Notes") issued by Perpetual
                    Trustee Company Limited (ABN 42 000 001 007) ("Issuer
                    Trustee") as trustee of the [        ] Trust ("Trust") as
                    constituted by the Supplemental Deed dated [         ] under
                    the terms of the Master Trust Deed dated [      ]) (together
                    the "Master Trust Deed") each between the Trustee and
                    National Global MBS Manager Pty Ltd (ABN 36 102 668 226)
                    ("Global Trust Manager"). The Notes described above are
                    registered and held by the Noteholder(s) named above
                    subject to the terms and conditions of the Master Trust
                    Deed and the Master Security Trust Deed ("Security Trust
                    Deed") between the Issuer Trustee, Global Trust Manager,
                    P. T. Limited (ABN 67 004 454 666)("Security Trustee") and
                    the Bank of New York, New York Branch ("Note Trustee").

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

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

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

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


<PAGE>

                                                                              68
--------------------------------------------------------------------------------
                    The Issuer Trustee's liability to make payments on the
                    Notes is limited under the Master Trust Deed and the
                    Master Security Trust Deed to its right of indemnity from
                    the assets of the Trust. The Issuer Trustee will (subject
                    to the terms of the Master Trust Deed) only be liable in
                    respect of the Notes for anything beyond its actual right
                    of indemnity from the assets of the Trust in respect of
                    any negligence, fraud, or breach of trust on the part of
                    the Issuer Trustee.

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

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

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

                    Dated



                    For and on behalf of
                    [Issuer Trustee]



                    .............................. .............................
                           Authorised Person             Authorised Person



<PAGE>

                                                                              69
--------------------------------------------------------------------------------
Schedule 6          Register of Noteholders
-------------------------------------------------------------------------------

Register

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

                    (a)  the name of the Trust;

                    (b)  the names and addresses of the Noteholders;

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

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

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

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

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

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

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

                    (j)  the Face Value of the Notes;

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

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

Issuer Trustee not liable for mistake

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

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

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


<PAGE>

                                                                              70
--------------------------------------------------------------------------------
Change in information
               5    A Noteholder must advise the Issuer Trustee of any change
                    to the information noted in the Register in respect of
                    that Noteholder. Upon receipt of such advice, the Issuer
                    Trustee must promptly update the information contained in
                    the Register and copy the updated information to the
                    Global Trust Manager.

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

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

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

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

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

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

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

<PAGE>

                                                                              71
--------------------------------------------------------------------------------
                    Acknowledgment is lost or destroyed, and upon proof of
                    this to the satisfaction of the Issuer Trustee and the
                    provision of such indemnity as the Issuer Trustee
                    considers adequate, a replacement Acknowledgment will be
                    issued. A fee not exceeding $10 may also be charged by the
                    Issuer Trustee for the new Acknowledgment if it so
                    requires.

Rectification of Register
               13   If:

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

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

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

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

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

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






<PAGE>



                                                                             72
-------------------------------------------------------------------------------
Execution page
-------------------------------------------------------------------------------
SIGNED, SEALED AND DELIVERED       )
by                                 )
as attorney for PERPETUAL TRUSTEE  )
COMPANY LIMITED                    )
under power of attorney dated      )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney






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              )   pursuant to which they execute this deed


<PAGE>

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






                             National RMBS Trusts


                                 Consolidated
                               Master Trust Deed


                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
































                           Mallesons Stephen Jaques
                                  Solicitors

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


<PAGE>

--------------------------------------------------------------------------------
                                                                               1
--------------------------------------------------------------------------------
Contents            Master Trust Deed
--------------------------------------------------------------------------------

                    1    Definitions and interpretation 1

                         Definitions Schedule                                  1
                         Interpretation                                        2

                    2    The Trusts                                            2

                         Issuer Trustee                                        2
                         Global Trust Manager                                  2
                         Declarations of trust                                 2
                         Assets vest in Issuer Trustee                         2
                         Assets to be kept separate                            2
                         Supplemental Deeds                                    3
                         Name of Trusts                                        3
                         Designation and discharge of Liabilities              3
                         Mixture of Assets                                     3
                         No limit to number of Trusts                          3

                    3    Duration of the Trusts                                3

                         Commencement                                          3
                         Termination                                           4
                         Procedure                                             4
                         Final Distribution                                    4

                    4    Interest of Unitholders                               4

                         Entitlement to a Trust                                4
                         Restrictions                                          5
                         Ranking                                               5

                    5    Transfers between Trusts                              6

                         Power                                                 6
                         Direction by Global Trust Manager                     6
                         Required information                                  6
                         Conditions to acceptance                              6
                         Effect of acceptance                                  7
                         Transfers                                             7
                         Transfer of rights                                    8
                         Adjustments                                           8

                    6    Title Perfection Event in respect of a Trust          8

                         Event                                                 8
                         Perfection of title                                   8
                         Power of Attorney                                     9
                         Issuer Trustee to hold Legal Title or lodge Caveats   9
                         Other Secured Liabilities                             9

                    7    Investment                                            9

                         Global Trust Manager's role                           9
                         Directions                                           10
                         Contingencies                                        10
                         Discretion of Global Trust Manager                   11
                         Issuer Trustee to act                                11


<PAGE>
                                                                               2
--------------------------------------------------------------------------------
                    8    Borrowings                                           12

                         Borrowings                                           12
                         Types of Borrowings                                  12
                         Global Trust Manager to select method                12
                         Security                                             13
                         Supplemental Deed                                    13
                         Debt of the Issuer Trustee                           13
                         Location of Notes                                    13
                         Purpose of Borrowings                                13
                         Global Trust Manager's power                         14
                         No liability attaches to the Global Trust Manager    14

                    9    Conditions precedent to issue of Notes               14

                         Issue Notice                                         14
                         Conditions precedent to issue                        15
                         Conditions precedent to direction to issue           15

                    10   Terms of issue of Notes                              15

                         Characteristics                                      15
                         Excluded offer or issue                              15
                         Subscriptions by other persons                       16
                         No liability                                         16
                         Terms of Notes                                       17
                         Acknowledgment of indebtedness                       17

                    11   Support and other Facilities                         17

                         Facilities                                           17
                         Rated issues                                         18
                         Manager's Direction                                  18
                         Replacement or additional facilities                 18
                         Reduction in rating                                  18

                    12   Issuer Trustee                                       19

                         Powers                                               19
                         Interests of Secured Creditors paramount             21
                         Delegation                                           21
                         Indemnity                                            21
                         Act on expert advice                                 21
                         Issuer Trustee's covenants                           21
                         Issuer Trustee's indemnity from Assets               23
                         Limitation of liability of Issuer Trustee            23
                         Dealing with instruments                             25
                         Proceedings in respect of a Trust                    25
                         Limitation of Issuer Trustee's liability             26
                         Issuer Trustee's reliance                            27
                         Issuer Trustee no other duties                       27
                         Global Trust Manager's actions                       27
                         Use of clearing system                               27
                         No supervision or investigation                      27
                         Information                                          28
                         Information Memorandum                               28
                         Issuer Trustee decisions                             28
                         Liability for Transaction Documents                  29


<PAGE>
                                                                               3
--------------------------------------------------------------------------------
                         Representations and warranties                       29
                         Breach of Consumer Credit Legislation                30

                    13   Issuer Trustee's Retirement                          30

                         Notice from Global Trust Manager                     30
                         Issuer Trustee's mandatory retirement                30
                         Removal                                              30
                         New Issuer Trustee                                   30
                         Issuer Trustee's voluntary retirement                30
                         Release                                              31
                         Settlement of amounts                                31
                         Costs                                                31

                    14   Global Trust Manager                                 31

                         Powers                                               31
                         Manager to have discretion                           32
                         Services                                             32
                         Delegation                                           33
                         Act on expert advice                                 33
                         No power to bind Issuer Trustee                      33
                         Global Trust Manager's covenants                     33
                         Further limitation of liability of
                           Global Trust Manager                               35
                         Global Trust Manager liable                          35
                         Indemnity                                            36
                         Representations and warranties                       36
                         Limitation of liability of Global Trust Manager      37
                         No liability for non-payment                         37
                         Reporting                                            38

                    15   Global Trust Manager's Retirement                    38

                         Global Trust Manager's Default                       38
                         Global Trust Manager's Mandatory Retirement          38
                         Removal                                              38
                         Retirement                                           38
                         New Global Trust Manager                             38
                         Issuer Trustee act as Global Trust Manager           39
                         Release                                              39
                         Change in terms of appointment                       39
                         Costs                                                39

                    16   Transfer and Transmission of Notes                   39

                         No restriction on transfer                           39

                    17   Register of Noteholders                              40

                         Register of Noteholders                              40

                    18   Meetings of Noteholders                              40


                    19   Recourse of Creditors                                41

                         Recourse limited                                     41

                    20   Payments                                             41

                         Satisfaction and discharge                           41


<PAGE>
                                                                               4
--------------------------------------------------------------------------------
                         Cheques and notices                                  41
                         Payments to Noteholders                              41
                         Payment Methods                                      42
                         Valid receipts                                       42

                    21   Payments, Income and distributions                   42

                         Payments                                             42
                         Payment                                              44
                         Issuer Trustee to act                                44

                    22   Accounts and audit                                   44

                         Accounts                                             44
                         Audit                                                44
                         Establishment of bank accounts                       44
                         Withdrawals                                          45

                    23   Administration and reporting                         45

                         Register of Unitholders                              45
                         Transfers                                            45
                         Death, legal disability                              46
                         Deductions                                           46

                    24   Rights and liabilities of Global Trust Manager
                         and Issuer Trustee                                   46

                         Holding Units                                        46
                         Other capacities                                     46
                         Exercise of discretion                               47

                    25   Liability of the Unitholders and Noteholders         48

                         Liability limited                                    48

                    26   Remuneration and expenses                            48

                         Global Trust Manager                                 48
                         Issuer Trustee                                       48
                         Expenses                                             48
                         Deferral                                             49
                         GST                                                  49
                         Application                                          49

                    27   Notices                                              50

                         Notices                                              50
                         Initial addresses                                    50
                         Time effective                                       50
                         Receipt                                              50

                    28   Amendments to this deed and Supplemental Deed        51

                         Amending power                                       51
                         Consent required                                     52
                         Amendments prejudicial to Noteholders of a Class     52
                         Amendments prejudicial to all Noteholders            52

                    29   Tax reform                                           53


                    30   Unitholders and Secured Creditors bound by deed      54


<PAGE>
                                                                               5
--------------------------------------------------------------------------------
                    31   Miscellaneous                                        54

                         Certificate                                          54
                         Exercise of rights                                   54
                         Waiver and variation                                 55
                         Supervening legislation                              55
                         Approvals and consent                                55
                         Remedies cumulative                                  55
                         Indemnities                                          55
                         Time of the essence                                  55
                         Receipts                                             55
                         Acknowledgment                                       56
                         Disclosure of information                            56
                         Rights cumulative                                    56
                         Signatures                                           56
                         Meetings                                             56

                    32   Governing law                                        56

                         Governing Law                                        56
                         Submission to jurisdiction                           57
                         Service                                              57

                    33   Limited recourse                                     57


                    34   Counterparts                                         57

                    Schedule 1    Notice of Creation of Trust                 58

                    Schedule 2    Receivables Transfer Direction              59

                    Schedule 3    Issue Notice                                61

                    Schedule 4    Meetings of Noteholders                     63

                    Schedule 5    Form of Acknowledgement                     67

                    Schedule 6    Register of Noteholders                     69