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                                                                     Exhibit 4.7

                       HOMESIDE MORTGAGE SECURITIES TRUSTS
                       DEFINITIONS SCHEDULE

DATE:             3 January, 2001

PARTIES:          THE COMPANIES DESCRIBED IN SCHEDULE 1

            1.1   The following terms, when incorporated into a Transaction
                  Document, have the meaning set out below where this
                  definitions schedule is incorporated by reference into the
                  Transaction Document unless the context otherwise requires:

                  ACCEPTANCE DATE has:

                  (a)   in respect of an Initial Sale Agreement, the same
                        meaning as in the related Initial Offer to Sell; or

                  (b)   in respect of a Secondary Sale Agreement, the same
                        meaning as in the related Secondary Offer to Sell.

                  ACCRUED INTEREST ADJUSTMENT means, with respect to a Housing
                  Loan, the amount of interest accrued and unpaid on that
                  Housing Loan as at the close of business on the day
                  immediately prior to the day on which that Housing Loan is
                  transferred to a Trust.

                  ACKNOWLEDGMENT means an acknowledgment in respect of a
                  Registered Note issued (other than in bearer form) under the
                  Master Trust Deed which must be in substantially the form of
                  schedule 5 of the Master Trust Deed or as agreed between the
                  Global Trust Manager and the Issuer Trustee.

                  ADVERSE EFFECT means an event which will materially and
                  adversely effect the amount of any payment to be made to a
                  Noteholder, or will materially and adversely affect the timing
                  of such payment.

                  ADVERSE RATING EFFECT means, in respect of a Trust, the
                  reduction, qualification or withdrawal of the rating (if any)
                  given to the Notes issued in respect of the Trust by a Current
                  Rating Agency.

                  AGENCY AGREEMENT means, in respect of a Trust, the agreement
                  (if any) with the words "Agency Agreement" and the name of the
                  Trust in its title dated on or about the date of the
                  Supplemental Deed for that Trust between the Issuer Trustee,
                  the Global Trust Manager, the Note Trustee in respect of that
                  Trust, the Paying Agent(s) in respect of that Trust, the Note
                  Registrar, the Agent Bank and the Calculation Agent.

                  AGENT has, in respect of a Trust, the meaning given to that
                  term in the Agency Agreement for that Trust.

                  AGENT BANK means, in respect of a Trust, the person appointed
                  to act in that capacity under the Agency Agreement for that
                  Trust.
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                  AGGREGATE REMAINING BALANCE means, in relation to a Collection
                  Period, the aggregate of the Outstanding Principal Balances of
                  all the Housing Loans comprising part of the Purchased
                  Mortgage Loans calculated as at the close of business on the
                  last day of that Collection Period.

                  APPROVED CORPORATION means:

                  (a)   a corporation, Bank or financial intermediary which has
                        the Required Credit Rating; or

                  (b)   the Commonwealth of Australia or the government of
                        Australia or the government of any state or territory of
                        the Commonwealth of Australia which has the Required
                        Credit Rating.

                  ASSETS means in relation to a Trust, the right, title and
                  interest of the Issuer Trustee (in its capacity as trustee of
                  the relevant Trust) in the following (to the extent to which
                  they relate to the Trust):

                  (a)   any Mortgage Loans and other rights held by the Issuer
                        Trustee in its capacity as trustee of the Trust;

                  (b)   amounts owing to the Issuer Trustee by debtors in
                        respect of the Trust;

                  (c)   any Authorised Investments of that Trust or any other
                        investments referable to the Trust;

                  (d)   income, or amounts in the nature of income, accrued from
                        investments referable to the Trust to the extent not
                        included in the preceding paragraphs of this definition;

                  (e)   any prepayment of expenditure in respect of the Trust;

                  (f)   any asset acquired by the Issuer Trustee in its capacity
                        as trustee of the Trust (and referable to the Trust) and
                        specified in the Supplemental Deed for that Trust
                        including, without limitation, the Mortgage Insurance
                        Policies;

                  (g)   the benefit of all representations, warranties,
                        undertakings, covenants, indemnities and promises made
                        by any party in favour of, and the rights of, the Issuer
                        Trustee under the Transaction Documents; and

                  (h)   any other asset or property as agreed in writing between
                        the Global Trust Manager and the Issuer Trustee and
                        notified to each Current Rating Agency.

                  AUDITOR means, at any time in respect of a Trust, the person
                  appointed as the auditor under clause 22.2 of the Master Trust
                  Deed.

                  AUSTRACLEAR means the system operated by Austraclear Limited
                  (ABN 94 002 060 773) for holding certain Australian dollar
                  securities

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                  and the electronic recording and settling of transactions in
                  those securities between members of that system in accordance
                  with the Regulations and Operating Manual established by
                  Austraclear Limited (as amended or replaced from time to time)
                  to govern the use of that system and includes, as required, a
                  reference to Austraclear Limited as operator of that system.

                  AUTHORISATION means any authorisation, approval, consent,
                  licence, permit, franchise, permission, filing, registration,
                  resolution, direction, declaration or exemption from, by or
                  with a Governmental Agency.

                  AUTHORISED INVESTMENTS, with respect to a Trust, means:

                  (a)   Cash on hand or at an Eligible Bank;

                  (b)   bonds, debentures, stock, treasury bills or other
                        securities issued or guaranteed by any government of an
                        Australian jurisdiction (which has the Required Credit
                        Rating) or any Approved Corporation;

                  (c)   debentures or stock of any public statutory body
                        established under the laws of any Australian
                        jurisdiction, where the repayment of the principal is
                        secured and the interest payable on the security is
                        guaranteed by the government of an Australian
                        jurisdiction (which has the Required Credit Rating); or

                  (d)   notes or other securities of any government of an
                        Australian jurisdiction (which has the Required Credit
                        Rating); or

                  (e)

                        (i)   deposits with, or certificates of deposit (whether
                              negotiable, convertible or otherwise) of an
                              Eligible Bank or a Bank which has a rating
                              specified in the Supplemental Deed for the
                              relevant Trust where the investment has a maturity
                              of 30 days or less and does not exceed 20% of the
                              aggregate Invested Amount of any Notes issued in
                              respect of that Trust; or

                        (ii)  bills of exchange or other negotiable instruments,
                              issued, drawn, endorsed or accepted by an Eligible
                              Bank or a Bank which has a rating specified in the
                              Supplemental Deed for the relevant Trust where the
                              investment has a maturity of 30 days or less and
                              does not exceed 20% of the aggregate Invested
                              Amount of any Notes issued in respect of that
                              Trust,

                        and which matures or falls due for repayment on or
                        before the next Payment Date of such Notes; or

                  (f)   any other assets which may be specified in the relevant
                        Supplemental Deed as an Authorised Investment for the
                        relevant Trust.


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                  AUTHORISED PERSON means, in respect of a company, each
                  director and secretary of that company and any other person
                  appointed by the company to act as an Authorised Person for
                  the purposes of the Transaction Documents and notified to the
                  other parties (and, in the case of the Issuer Trustee or the
                  Security Trustee (as the case may be), also includes any
                  officer of the Issuer Trustee or the Security Trustee (as the
                  case may be) who has the word "manager" or "counsel" in his or
                  her title).

                  BANK has the meaning given to the expression "Australian bank"
                  in the Corporations Law.

                  BEARER NOTES means Book-Entry Notes or Definitive Notes.

                  BINDING PROVISION means any provision of the Code of Banking
                  Practice, any other binding code or arrangement and any laws
                  applicable to banks or other lenders in the business of making
                  retail home loans in force in Australia from time to time.

                  BLOCK VOTING INSTRUCTION means a dated document in the English
                  language issued by a Principal Paying Agent or a Paying Agent
                  in which:

                  (a)   it is certified that relevant Bearer Notes (not being
                        Bearer Notes in respect of which a Voting Certificate
                        has been issued and is outstanding in respect of the
                        meeting specified in such Block Voting Instruction or
                        any adjournment of that meeting) have been deposited
                        with the Principal Paying Agent or such Paying Agent (or
                        to its order at a bank or other depositary) and that no
                        such Bearer Notes will be released until the first to
                        occur of:

                        (i)   the conclusion of that meeting or any adjournment
                              of that meeting; and

                        (ii)  the surrender, not less than 48 hours before the
                              time for which that meeting or adjournment of that
                              meeting is to be convened, of the receipt for each
                              such deposited Bearer Note which is to be released
                              to the Principal Paying Agent or such Paying Agent
                              which issued such receipt, coupled with notice
                              thereof being given by the Principal Paying Agent
                              or such Paying Agent to the Issuer Trustee;

                  (b)   it is certified that each depositor of such Bearer Notes
                        or a duly authorised agent on his or its behalf has
                        instructed the Principal Paying Agent or such Paying
                        Agent that the vote(s) attributable to his or its Bearer
                        Notes so deposited should be cast in a particular way in
                        relation to the resolution or resolutions to be put to
                        that meeting or any adjournment of that meeting and that
                        all such instructions are, during the period of 48 hours
                        prior to the time for which that meeting or adjourned


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                        meeting is convened, neither revocable nor subject to
                        amendment;

                  (c)   the total number and the series and serial numbers on
                        the Bearer Notes so deposited are listed,
                        distinguishing, with regard to each resolution, between
                        those in respect of which instructions have been given
                        under paragraph (b) that the votes attributable to those
                        Bearer Notes should be cast in favour of the resolution
                        and those in respect of which instructions have been so
                        given that the votes attributable to those Bearer Notes
                        should be cast against the resolution; and

                  (d)   any Proxy named in such document is authorised and
                        instructed by the Principal Paying Agent or the Paying
                        Agent to cast the votes attributable to the Bearer Notes
                        so listed in accordance with the instructions referred
                        to in paragraph (c) as set out in such document.

                  BOOK-ENTRY NOTE means a book-entry note issued under the DTC's
                  or other clearing agencies' global book-entry system.

                  BORROWING means (with BORROW having an equivalent meaning), in
                  respect of a Trust, any amount borrowed or raised by the
                  Issuer Trustee in its capacity as trustee of the Trust.

                  BUSINESS DAY means any day other than a Saturday, Sunday or
                  public holiday on which banks are open for business in
                  Melbourne, Sydney, New York and any other city identified as a
                  relevant city in the relevant Supplemental Deed.

                  CALCULATION AGENT means, in respect of a Trust, the person
                  appointed to act in that capacity under the Agency Agreement
                  for that Trust.

                  CASH includes Cheques and the electronic transfer of funds.

                  CHARGE means, in respect of a Trust, the charge granted under
                  the Deed of Charge for that Trust.

                  CHEQUE means a cheque, bank cheque or payment order.

                  CLASS has, in respect of a Trust, the meaning (if any) given
                  to it in the Supplemental Deed for that Trust.

                  CLEARING AGENCY PARTICIPANT means a broker, dealer, bank,
                  other financial institution or other person for whom from time
                  to time the Depository effects book-entry transfers and
                  pledges of securities deposited with the Depository.

                  CLEARING SYSTEM means either Clearstream-Luxembourg,
                  Austraclear, Euroclear or DTC, as the case may be.

                  CLEARSTREAM - LUXEMBOURG means Clearstream Banking, societe
                  anonyme, a limited liability company organised under the laws
                  of Luxembourg.


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                  CLOSING DATE has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  CODE OF BANKING PRACTICE means the code so entitled adopted by
                  the Seller and issued by the Australian Bankers Association in
                  November 1993.

                  COLLATERAL SECURITY means, in respect of a Housing Loan:

                  (a)   any:

                        (i)   Encumbrance; or

                        (ii)  guarantee, indemnity or other assurance,

                        which, in either case, secures or otherwise provides for
                        the repayment or payment of the amount owing under the
                        Housing Loan, but does not include, in either case, the
                        Mortgage relating to the Housing Loan;

                  (b)   any policy of Lender's Mortgage Insurance (both present
                        and future) in respect of the Housing Loan; or

                  (c)   any policy of Property Insurance (both present and
                        future) in respect of the relevant Land.

                  A Collateral Security referred to in paragraph (a) may be
                  given under the same document that evidences the Housing Loan
                  to which that Collateral Security relates.

                  COLLECTIONS ACCOUNT means, in respect of a Trust, the account
                  opened and maintained by the Issuer Trustee in accordance with
                  clause 22.3 of the Master Trust Deed and the Supplemental Deed
                  for that Trust which bears a designation clearly indicating
                  that the funds deposited therein are held for the benefit of
                  that Trust.

                  COLLECTION PERIOD means, in respect of a Trust, the period
                  defined in the Supplemental Deed for that Trust.

                  COLLECTIONS has, in respect of a Trust, the meaning given to
                  it in the Supplemental Deed for that Trust.

                  COMPETENT AUTHORITY means a court, tribunal, authority,
                  ombudsman or other entity whose decision, finding, orders,
                  judgments or determinations (howsoever reached) are binding on
                  the Seller, the Depositor, the Issuer Trustee, the Security
                  Trustee or the Servicer.

                  CONDITIONS means, in respect of a Trust, the terms and
                  conditions for any Bearer Notes issued for that Trust, as
                  annexed to the Note Trust Deed for that Trust (if any).

                  CONSUMER CREDIT CODE means, as applicable, the Consumer Credit
                  Code set out in the Appendix to the Consumer Credit
                  (Queensland) Act 1994 as in force or applied as a law of any
                  jurisdiction of Australia


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                  or the provisions of the Consumer Credit Code set out in the
                  Appendix to the Consumer Credit (Western Australia) Act 1996
                  or the provisions of the Consumer Credit Code set out in the
                  Appendix to the Consumer Credit Code (Tasmania) Act 1996.

                  CONTROL of a corporation includes the possession directly or
                  indirectly of the power, whether or not having statutory,
                  legal or equitable force, and whether or not based on
                  statutory, legal or equitable rights, directly or indirectly
                  to control the membership of the board of directors of the
                  corporation or to otherwise directly or indirectly direct or
                  cause the direction of the management and policies of that
                  corporation whether by means of trusts, agreements,
                  arrangements, understandings, practices, the ownership of any
                  interest in shares or stock of that corporation or otherwise.

                  COUNSEL'S OPINION means one or more written opinions of legal
                  counsel (who may, except as otherwise expressly provided in
                  this deed, be employees or counsel of the Issuer Trustee or
                  the Global Trust Manager) acceptable to the Note Trustee of
                  the relevant Trust which:

                  (a)   are addressed to the Note Trustee of the relevant Trust
                        (and which may also be addressed to other persons);

                  (b)   are in a form satisfactory to, and are subject to such
                        qualifications and assumptions as are acceptable to, the
                        Note Trustee of the relevant Trust; and

                  (c)   comply, where applicable, with the TIA,

                  and which state, in the opinion of the legal counsel, the
                  matter to be opined upon.

                  COUNTERPARTY, in respect of a Derivative Contract, means the
                  party (other than the Issuer Trustee and the Global Trust
                  Manager) under that Derivative Contract.

                  COUPON means, in respect of a Note, the interest payable to
                  the Noteholder which is calculated at a rate of interest and
                  based on the principal amount outstanding in accordance with
                  the terms of issue of the relevant Note.

                  CREDIT ACTS means:

                  (a)   the Credit Act 1984 (NSW) and its equivalent in every
                        other State and Territory of Australia;

                  (b)   the Consumer Credit Act 1972-1983 (SA);

                  (c)   the Consumer Credit Code; and

                  (d)   any of the above, as the context requires.


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                  CURRENT RATING AGENCY means, in relation to Notes, such
                  internationally recognised rating agencies which have been
                  requested by the Global Trust Manager to rate the relevant
                  Notes and which have been advised by the Global Trust Manager
                  to the Issuer Trustee and the Security Trustee.

                  CUT-OFF DATE means in respect of:

                  (a)   a Housing Loan acquired by a Trust pursuant to a
                        Secondary Sale Agreement and a Secondary Offer to Sell,
                        the date specified in the relevant Secondary Offer to
                        Sell as the date on which the Housing Loan is selected
                        for acquisition by the Issuer Trustee in respect of a
                        Trust, with the actual transfer occurring on the Closing
                        Date; or

                  (b)   a Housing Loan of a Trust which is transferred to
                        another Trust, the date (if any) specified in the
                        relevant Receivables Transfer Direction.

                  DEBTOR means, in relation to a Mortgage Loan, the person who
                  is obliged to make payments with respect to that Mortgage
                  Loan, whether as a principal or secondary obligation (and in
                  respect of a Housing Loan means the person who is the account
                  debtor under that Housing Loan), and includes, where the
                  context requires, any other person obligated to make payments
                  with respect to that Mortgage Loan (including any mortgagor or
                  guarantor).

                  DEED OF CHARGE means, in respect of a Trust, the deed with
                  those words and the name of that Trust in its title and made
                  between the Issuer Trustee, the Global Trust Manager, the
                  Security Trustee and the Note Trustee in respect of that
                  Trust.

                  DEED OF DELEGATION means a deed pursuant to which the Global
                  Trust Manager authorises any person or persons to act as its
                  delegate in accordance with clause 14.4 of the Master Trust
                  Deed.

                  DEFAULTED HOUSING LOAN means a Housing Loan in respect of
                  which the Debtor fails to make a principal and interest
                  payment 31 days or more following the date due for payment
                  under the related Loan Agreement.

                  DEFINITIVE NOTE means a Note issued or to be issued, as the
                  case may be, by the Issuer Trustee in respect of a Trust in
                  accordance with the Note Trust Deed and the Conditions for
                  that Trust.

                  DEPOSITOR means HomeSide Mortgage Securities, Inc.

                  DEPOSITORY means each organisation registered as a clearing
                  agency pursuant to section 17A of the Exchange Act that agrees
                  with the Global Trust Manager and the Issuer Trustee to hold
                  Bearer Notes (directly or through a nominee) and initially
                  means DTC.

                  DERIVATIVE CONTRACT means any interest rate swap, currency
                  swap, forward rate agreement, cap, collar, floor or other rate
                  or price


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                  protection transaction or agreement, any option with respect
                  to any such transaction or agreement, or any combination of
                  such transactions and agreements or similar arrangements
                  entered into by the Issuer Trustee in connection with:

                  (a)   Notes issued in respect of a Trust; or

                  (b)   any Asset of a Trust.

                  DETERMINATION DATE means, in respect of a Trust, the date
                  specified in the Supplemental Deed for that Trust.

                  DISTRIBUTION DATE means, in respect of a Trust, 30 September
                  of each year and (if the Global Trust Manager elects and
                  notifies the Issuer Trustee) any other day of any month.

                  DISTRIBUTION PERIOD means, in respect of a Trust, the period
                  from the commencement of a Trust until the first Distribution
                  Date and thereafter the period commencing on the day after a
                  Distribution Date and ending on the next Distribution Date.
                  The last Distribution Period will end on the Termination Date
                  of the relevant Trust.

                  DOCUMENT CUSTODY AUDIT REPORT has the meaning given to it in
                  clause 4.5 of the Servicing Agreement.

                  DOLLARS, A$ AND $ means the lawful currency for the time being
                  of Australia.

                  DTC means The Depositary Trust Company or any other person
                  appointed by DTC.

                  DTC LETTER OF REPRESENTATIONS means the DTC Letter of
                  Representations in respect of a Trust.

                  ELIGIBLE BANK means a bank that has a rating equivalent to or
                  higher than:

                  (a)   in the case of S&P, A-1+;

                  (b)   in the case of Moody's, P-1;

                  (c)   in the case of Fitch, F1+; and

                  (d)   an equivalent rating from another Current Rating Agency.

                  If the Notes in respect of the relevant Trust are not rated,
                  then Eligible Bank has the same meaning as Bank.

                  ELIGIBLE TRUST CORPORATION means any person eligible for
                  appointment as an institutional trustee under an indenture to
                  be qualified pursuant to the TIA as prescribed in section
                  310(a) of the TIA.


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                  ENCUMBRANCE means any Security Interest, notice under section
                  218 or 255 of the Income Tax Assessment Act 1936 (Cwlth) or
                  under section 74 of the Sales Tax Assessment Act 1992 (Cwlth)
                  or under any similar provision of a State, Territory or
                  Commonwealth law, profit a prendre, easement, restrictive
                  covenant, equity interest, garnishee order, writ of execution,
                  right of set-off, lease, licence to use or occupy, assignment
                  of income or monetary claim, and any agreement to create any
                  of them or allow them to exist in favour of any person other
                  than the Security Trustee.

                  EUROCLEAR means Euroclear Clearance System Societe
                  Cooperative, a Belgian cooperative corporation.

                  EVENT OF DEFAULT has, in respect of a Trust, the meaning given
                  to it in the Deed of Charge referable to that Trust.

                  EXCHANGE ACT means the Securities Exchange Act of 1934 of the
                  United States of America.

                  EXCHANGE DATE means the date on which Book-Entry Notes may be
                  exchanged for Definitive Notes under the relevant Note Trust
                  Deed.

                  EXTRAORDINARY RESOLUTION means:

                  (a)   in relation to Voting Secured Creditors or a Class of
                        Voting Secured Creditors, a resolution passed at a
                        meeting of the Voting Secured Creditors or the Class of
                        the Voting Secured Creditors held in accordance with the
                        provisions of the Master Security Trust Deed by:

                        (i)   a majority of not less than 75% of the votes of
                              such Voting Secured Creditors or Class of Voting
                              Secured Creditors capable of being cast on it; or

                        (ii)  a written resolution signed by all of such Voting
                              Secured Creditors or Class of Voting Secured
                              Creditors; and

                  (b)   in relation to Noteholders of a Trust, a resolution
                        passed at a meeting of the Noteholders held in
                        accordance with the provisions of the Master Trust Deed
                        and the Note Trust by:

                        (ii)  a majority of not less than 75% of the votes of
                              such Noteholders capable of being cast on it; or

                        (iii) a written resolution signed by all of such
                              Noteholders.

                  FACE VALUE means, at any time:

                  (a)   in respect of a Note in bearer form, the amount
                        expressed to be its face value on the face of the Note;
                        and

                  (b)   in respect of a Note not in bearer form, the amount
                        entered in the Register as its face value.


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                  FINAL MATURITY DATE means, in respect of a Note of a Trust,
                  the date specified as such in the Supplemental Deed for that
                  Trust.

                  FINANCIAL YEAR means, in respect of a Trust, a year ending on
                  the 30th day of September in any year, or that part of such a
                  year occurring at the commencement or termination of the
                  Trust.

                  FITCH means Fitch Australia Pty Limited.

                  GLOBAL TRUST MANAGER means, in respect of a Trust, HomeSide
                  Global MBS Manager, Inc., or any other person acting as the
                  manager of the Trust, and includes the Issuer Trustee when
                  acting as the manager.

                  GLOBAL TRUST MANAGER'S DEFAULT means:

                  (a)   the Global Trust Manager fails:

                        (i)   to make any payment required by it;

                        (ii)  to provide the Reporting Statement to the Issuer
                              Trustee within the time period specified in a
                              Transaction Document;

                        (iii) to allocate amounts received in respect of the
                              Housing Loans to the appropriate Collections
                              Account; or

                        (iv)  to direct the Issuer Trustee to pay the amounts
                              payable to the Secured Creditors of a Trust within
                              the time period specified in a Transaction
                              Document,

                        and in each case that failure is not remedied within 10
                        Business Days of receipt from the Issuer Trustee of
                        notice of that failure;

                  (b)   an Insolvency Event has occurred and is continuing in
                        relation to the Global Trust Manager;

                  (c)   the Global Trust Manager breaches any obligation or duty
                        imposed on the Global Trust Manager under the Master
                        Trust Deed, any other Transaction Document or any other
                        deed, agreement or arrangement entered into by the
                        Global Trust Manager under the Master Trust Deed in
                        relation to the Trust, the Issuer Trustee reasonably
                        believes that such breach has an Adverse Effect and the
                        breach is not remedied within 30 days' notice being
                        given by the Issuer Trustee to the Global Trust Manager,
                        except in the case of reliance by the Global Trust
                        Manager on the information provided by, or action taken
                        by, the Servicer, or if the Global Trust Manager has not
                        received information from the Servicer which the Global
                        Trust Manager requires to comply with the obligation or
                        duty; or

                  (d)   a representation, warranty or statement by or on behalf
                        of the Global Trust Manager in a Transaction Document or
                        a


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                        document provided under or in connection with a
                        Transaction Document is not true in a material respect
                        or is misleading when repeated and is not remedied to
                        the Issuer Trustee's reasonable satisfaction within 90
                        days after notice from the Issuer Trustee where, as
                        determined by the Issuer Trustee, it has an Adverse
                        Effect.

                  GOVERNMENTAL AGENCY means any government, whether federal,
                  state, territorial or local, and any minister, department,
                  office, commission, delegate, instrumentality, agency, board,
                  authority or organ thereof, whether statutory or otherwise.

                  GST means any goods and services tax, value added tax, retail
                  turnover tax or similar tax payable, imposed, levied,
                  collected, withheld or assessed by any Governmental Agency and
                  includes any interest, expenses, fine, penalty or other charge
                  payable or claimed in respect thereof.

                  HLIC means Housing Loans Insurance Corporation (ABN 61 071 466
                  334).

                  HOUSING LOAN means:

                  (a)   in respect of an Initial Sale Agreement, each housing
                        loan sold, or to be sold (as the case may be), to the
                        Depositor in accordance with an Initial Sale Agreement
                        and any Initial Offer to Sell; or

                  (b)   in respect of a Secondary Sale Agreement, each housing
                        loan sold, or to be sold (as the case may be), to the
                        Issuer Trustee in accordance with a Secondary Sale
                        Agreement and any Secondary Offer to Sell.

                  INITIAL OFFER TO SELL means any offer of that title by the
                  Seller in favour of the Depositor in respect of Mortgage
                  Loans, dated on or about the date of the Initial Sale
                  Agreement to which it relates and which is only capable of
                  acceptance by the payment of a purchase price.

                  INITIAL SALE AGREEMENT means any agreement so entitled between
                  the Seller and the Depositor.

                  INSOLVENCY EVENT means:

                  (a)   in relation to the Issuer Trustee, in its personal
                        capacity and as trustee of the Trust, the Global Trust
                        Manager, the Servicer, the Seller, the Security Trustee,
                        the Note Trustee, an Agent, a Debtor which is a body
                        corporate or a Mortgage Insurer, the happening of any of
                        the following events:

                        (i)   an administrator of the relevant corporation is
                              appointed;


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                        (ii)  except for the purpose of a solvent reconstruction
                              or amalgamation, an application or an order is
                              made, proceedings are commenced, a resolution is
                              passed or proposed in a notice of proceedings or
                              an application to a court or other steps, (other
                              than frivolous or vexatious applications,
                              proceedings, notices and steps), are taken for the
                              winding up, dissolution or administration of the
                              relevant corporation;

                        (iii) the relevant corporation enters into an
                              arrangement, compromise or composition with or
                              assignment for the benefit of its creditors or a
                              class of them, except in the case of the Issuer
                              Trustee where this occurs in relation to another
                              trust of which it is the trustee;

                        (iv)  the relevant corporation ceases, suspends or
                              threatens to cease or suspend the conduct of all
                              or substantially all of its business or disposes
                              of or threatens to dispose of substantially all of
                              its assets;

                        (v)   the relevant corporation is, or under applicable
                              legislation is taken to be, unable to pay its
                              debts, other than as the result of a failure to
                              pay a debt or claim the subject of a good faith
                              dispute, or stops or suspends or threatens to stop
                              or suspend payment of all or a class of its debts,
                              except in the case of the Issuer Trustee where
                              this occurs in relation to another trust of which
                              it is the trustee;

                        (vi)  a receiver, receiver and manager or administrator
                              is appointed, by the relevant corporation or by
                              any other person, to all or substantially all of
                              the assets and undertaking of the relevant
                              corporation or any part thereof, except in the
                              case of the Issuer Trustee where this occurs in
                              relation to another trust of which it is the
                              trustee; or

                        (vii) anything analogous to any of the events specified
                              above or having a substantially similar effect
                              occurs in relation to the relevant corporation;
                              and

                  (b)   in respect of a Debtor which is not a body corporate,
                        upon the happening of any of the following events:

                        (i)   the death, mental incapacity or bankruptcy of the
                              Debtor (including without limitation the
                              occurrence of an "act of bankruptcy" (as defined
                              in section 40 of the Bankruptcy Act 1966 (Cwth)
                              with respect to the Debtor) or the appointment of
                              a receiver, trustee or other official in respect
                              of all or any part of the assets of the Debtor;

                        (ii)  such Debtor has a security granted by them
                              enforced against them;


                                       13
<PAGE>

                        (iii) the Debtor is otherwise unable to pay its debts
                              when they fall due; or

                        (iv)  anything analogous to or having a substantially
                              similar effect to the event referred to above
                              happens under the law of any applicable
                              jurisdiction.

                  INTEREST AMOUNT has, in respect of a Trust, the meaning (if
                  any) given to it in the Conditions of the Bearer Notes issued
                  in respect of that Trust or, in respect of Registered Notes,
                  in the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTEREST PERIOD has, in respect of a Trust, the meaning (if
                  any) given to it in the Conditions of the Bearer Notes issued
                  in respect of that Trust or, in respect of Registered Notes,
                  in the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTEREST RATE has, in respect of a Trust, the meaning (if any)
                  given to it in the Conditions of the Bearer Notes issued in
                  respect of that Trust or, in respect of Registered Notes, in
                  the Supplemental Deed in respect of that Trust (as the case
                  may be).

                  INTERESTED PERSONS means a collective reference to the Issuer
                  Trustee, the Noteholders, the Note Owners, the Global Trust
                  Manager and all persons claiming through them and INTERESTED
                  PERSON means a several reference to all Interested Persons.

                  INVESTED AMOUNT has, in respect of a Note, the meaning given
                  to it in the relevant Supplemental Deed.

                  ISSUE means the proposed issue of a Note by the Issuer Trustee
                  of a Trust in accordance with the terms of the Master Trust
                  Deed.

                  ISSUE DATE, in respect of a Note, means the date of issue of
                  the Note.

                  ISSUE NOTICE means in respect of a Trust, a notice
                  substantially in the form of schedule 3 of the Master Trust
                  Deed.

                  ISSUE PRICE means, in respect of a Note, the subscription
                  price for the Note.

                  ISSUER TRUSTEE means Perpetual Trustee Company Limited (ABN 42
                  000 001 007) or any other person acting as the trustee of the
                  Trusts, and includes the Global Trust Manager when acting as
                  the trustee of the Trusts.

                  ISSUER TRUSTEE DEFAULT means:

                  (a)   an Insolvency Event has occurred and is continuing in
                        relation to the Issuer Trustee;

                  (b)   any action is taken or any event occurs in relation to
                        the Issuer Trustee in its personal capacity which causes
                        an Adverse Rating Effect;


                                       14
<PAGE>

                  (c)   the Issuer Trustee, or any employee, delegate, agent or
                        officer of the Issuer Trustee (for whom the Issuer
                        Trustee is responsible under a Transaction Document or
                        otherwise), breaches any obligation or duty imposed on
                        the Issuer Trustee under any Transaction Document in
                        relation to the Trust where the Global Trust Manager
                        reasonably believes it may have an Adverse Effect and
                        the Issuer Trustee fails or neglects after 30 days'
                        notice from the Global Trust Manager to remedy that
                        breach;

                  (d)   the Issuer Trustee merges or consolidates with another
                        entity without obtaining the consent of the Global Trust
                        Manager and ensuring that the resulting merged or
                        consolidated entity assumes the Issuer Trustee's
                        obligations under the Transaction Documents; or

                  (e)   there is a change in effective Control of the Issuer
                        Trustee from that existing on the date of the Master
                        Trust Deed unless approved by the Global Trust Manager.

                  JUNIOR NOTES has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  JUNIOR NOTEHOLDERS has, in respect of a Trust, the meaning (if
                  any) given to it in the Supplemental Deed for that Trust.

                  LAND means:

                  (a)   land located in any state or territory of the
                        Commonwealth of Australia (including tenements and
                        hereditaments corporeal and incorporeal and every estate
                        and interest in it whether vested or contingent,
                        freehold or Crown leasehold, and whether at law or in
                        equity) wherever situated and including any fixtures to
                        land; and

                  (b)   any parcel and any lot, common property and land
                        comprising a parcel within the meaning of the Strata
                        Titles Act 1973 (New South Wales) or the Community Land
                        Development Act, 1989 (New South Wales) or any
                        equivalent legislation in any other Australian
                        jurisdiction.

                  LENDER'S MORTGAGE INSURANCE means insurance in favour of the
                  Seller in respect of a Housing Loan provided by either GE
                  Mortgage Insurance Pty Limited (formerly known as Housing
                  Loans Insurance Corporation Pty Ltd), GE Capital Mortgage
                  Insurance Corporation (Australia) Pty Limited, PMI Mortgage
                  Insurance Limited or another Mortgage Insurer to protect the
                  Seller against any shortfall between the net sale proceeds of
                  any Land the subject of a Mortgage and the total amount owing
                  by the relevant Debtor or Debtors to the Seller under the
                  Housing Loan.

                  LIABILITIES means in respect of a Trust, all liabilities of a
                  Trust (including liabilities accrued but not yet paid and fees
                  and expenses payable in accordance with clause 26 of the
                  Master Trust Deed and the


                                       15
<PAGE>

                  relevant Supplemental Deed) and any provision which the Global
                  Trust Manager decides in consultation with the Auditor should
                  be taken into account in determining the liabilities of the
                  Trust.

                  LIQUIDITY FACILITY means, in respect of a Trust, the facility
                  provided in respect of that Trust by the Liquidity Facility
                  Provider of that Trust under the Liquidity Facility Agreement
                  for that Trust.

                  LIQUIDITY FACILITY AGREEMENT means, in respect of a Trust, the
                  agreement with those words and the name of that Trust in its
                  title and entered into between the Trustee, the Global Trust
                  Manager and the Liquidity Facility Provider for that Trust.

                  LIQUIDITY FACILITY PROVIDER means, in respect of a Trust, the
                  person acting as such under the Liquidity Facility Agreement
                  for that Trust.

                  LOAN AGREEMENT means, in relation to a Housing Loan, such of
                  the following as evidence the obligation of an Debtor to repay
                  that Housing Loan and the other terms of that Housing Loan:

                  (a)   the relevant Mortgage, the relevant letter of offer or
                        both countersigned or accepted in writing by the Debtor;
                        or

                  (b)   any other agreement,

                  as such may be amended or replaced from time to time.

                  LOAN FILES means, in respect of a Housing Loan, such books,
                  records, paper and electronic files (whether originals or
                  copies) relating to that Housing Loan (other than the Mortgage
                  Title Documents) which the Seller has in its custody.

                  LVR means loan to value ratio and in respect to a Housing Loan
                  is expressed as a percentage and calculated by dividing the
                  Outstanding Principal Balance of the Housing Loan as at the
                  Acceptance Date by the value of the Land secured by the
                  Mortgage as set out in any valuation report obtained prior to
                  the Acceptance Date in respect of the Housing Loan or, in the
                  absence of a valuation report, as determined by the Seller in
                  accordance with its credit policies.

                  MASTER SECURITY TRUST DEED means the deed entitled "HomeSide
                  Mortgage Securities Trusts Master Security Trust Deed" dated
                  on or about the date of this deed between the Issuer Trustee,
                  the Security Trustee, the Global Trust Manager and the Note
                  Trustee. In Transaction Documents other than the Master
                  Security Trust Deed and any Deed of Charge, a reference to the
                  Master Security Trust Deed is a reference to the Master
                  Security Trust Deed as varied or amended by the Deed of Charge
                  in respect of the relevant Trust and incorporating any
                  additional provisions contained in the relevant Deed of
                  Charge.

                  MASTER TRUST DEED means the deed entitled "HomeSide Mortgage
                  Securities Trusts Master Trust Deed" dated on or about the
                  date of this deed between the Global Trust Manager and the
                  Issuer Trustee. In Transaction Documents other than the Master
                  Trust Deed and any


                                       16
<PAGE>

                  Supplemental Deed, a reference to the Master Trust Deed is a
                  reference to the Master Trust Deed as varied or amended by the
                  Supplemental Deed in respect of the relevant Trust and
                  incorporating any additional provisions contained in the
                  relevant Supplemental Deed.

                  MATERIAL ADVERSE EFFECT means:

                  (a)   in respect of a party, a material adverse effect on the
                        ability of the relevant party to meet its obligations
                        under any Transaction Document; or

                  (b)   an event which will materially and adversely effect the
                        enforceability or recoverability of more than 5% (by
                        number) of the Housing Loans.

                  MEETING PROVISIONS means the provisions relating to meetings
                  of the relevant Noteholders set out in the relevant Note Trust
                  Deed.

                  MONETARY RIGHTS means, with respect to any Housing Loan, all
                  moneys, present and future, actual or contingent, owing at any
                  time in respect of or in connection with such Housing Loans,
                  including all principal, interest, reimbursable costs and
                  expenses and any other amounts incurred by or payable to the
                  Seller including any payments made by the Seller on behalf of
                  the Debtor in relation to the Housing Loans, irrespective of
                  whether:

                  (a)   such amounts become due and payable before or after the
                        date of assignment for such Housing Loans; and

                  (b)   such amounts relate to advances made or other financial
                        accommodation provided by the Seller to the Debtor
                        before or after the date of assignment for such Housing
                        Loans.

                  MOODY'S means Moody's Investors Service Inc.

                  MORTGAGE, in relation to a Housing Loan, means each registered
                  mortgage over Land situated in the Commonwealth of Australia,
                  as securing, amongst other things, the repayment of the
                  Housing Loan and the payment of interest and all other moneys
                  in respect of the Housing Loan, notwithstanding that by its
                  terms the mortgage may secure other liabilities to the Seller.

                  MORTGAGE INSURANCE POLICY means any mortgage insurance policy
                  (including, without limitation, any Lender's Mortgage
                  Insurance and mortgage pool insurance policy but excluding any
                  Property Insurance) issued or assigned to the Issuer Trustee
                  or under which the Issuer Trustee has an interest in respect
                  of a Mortgage Loan against losses.

                  MORTGAGE INSURER has, in respect of a Trust, the meaning given
                  to it in the Supplemental Deed for that Trust.


                                       17
<PAGE>

                  MORTGAGE LOANS means the entire right, title and interest of
                  the Seller in, to and under the Housing Loans, Mortgages and
                  Collateral Securities including, without limitation:

                  (a)   all moneys, present and future, actual or contingent,
                        owing at any time in respect of or in connection with
                        such Housing Loan (including, without limitation, the
                        Monetary Rights in respect of, or in connection with,
                        such Housing Loans) under or in connection with the
                        relevant Mortgage Title Documents;

                  (b)   the right to payment of all principal, interest and
                        other moneys due, owing or payable by any Debtor;

                  (c)   the benefit of any warranties, undertakings or other
                        obligations of any Debtor;

                  (d)   the right to take any action permitted by the terms of
                        the Housing Loans, Mortgages and Collateral Securities.

                  MORTGAGE TITLE DOCUMENTS means with respect to any Housing
                  Loan:

                  (a)   the certificate or other indicia of title (if any) in
                        respect of the Land the subject of the Mortgage in
                        relation to the Housing Loan;

                  (b)   the original or duplicate Mortgage documents in relation
                        to the Housing Loan;

                  (c)   the original or duplicate of the Collateral Securities
                        documents in relation to the Housing Loan;

                  (d)   any policy of Lender's Mortgage Insurance and Property
                        Insurance (or certificate of currency for the policy of
                        Lender's Mortgage Insurance and Property Insurance) held
                        by the Seller in respect of the Mortgage or the
                        Collateral Securities in relation to the Housing Loan;

                  (e)   any valuation report obtained in connection with the
                        Mortgage or the Collateral Securities in relation to the
                        Housing Loan;

                  (f)   any agreement of priority or its equivalent in writing
                        entered into in connection with the Mortgage or the
                        Collateral Securities in relation to the Housing Loan;

                  (g)   the Loan Agreement (if other than a Mortgage) relating
                        to the Housing Loan; and

                  (h)   all other documents required to evidence:

                        (i)   in respect of an Initial Sale Agreement, the
                              Seller's or the Depositor's interest in the above
                              Land, the above Housing Loan, the above Mortgage,
                              or the above Collateral Securities; or


                                       18
<PAGE>

                        (ii)  in respect of an Secondary Sale Agreement, the
                              Seller's or the Issuer Trustee's interest in the
                              above Land, the above Housing Loan, the above
                              Mortgage, or the above Collateral Securities,

                  and, for the avoidance of doubt, "Mortgage Title Documents"
                  includes any amendment or replacement of such documents and
                  any such document which is entered into, and under which
                  rights arise, after any sale of the relevant Housing Loan by
                  the Seller to the Depositor (in the case of an Initial Sale
                  Agreement) and by the Depositor to the Issuer Trustee (in the
                  case of a Secondary Sale Agreement).

                  NET ANNUAL INCOME means the net income with respect to a Trust
                  under the provisions of the Tax Act (or any similar provision
                  of any replacement Act) for a Financial Year.

                  NET ASSET VALUE means the value of the Net Assets of a Trust.

                  NET ASSETS means the Assets of a Trust less its Liabilities.

                  NET TRUST INCOME means the amount calculated under clause 21.2
                  of the Master Trust Deed with respect to a Trust for a
                  Financial Year.

                  NOTEHOLDER means in respect of a Note, the bearer or the Note
                  Owner for the time being (if the Note is in bearer form) of
                  the Note, or the person for the time being registered on the
                  Register as the holder of the Note (if the Note is not in
                  bearer form).

                  NOTE OWNER means, with respect to a Book-Entry Note, the
                  person who is the beneficial owner of such Book-Entry Note, as
                  reflected in the books of the Depository or in the books of a
                  person maintaining an account with the Depository (directly as
                  a Clearing Agency Participant or as an indirect participant,
                  in each case in accordance with the rules of the Depository).

                  NOTE REGISTER means, in respect of Bearer Notes for a Trust,
                  the register maintained in respect of those Bearer Notes in
                  accordance with the Note Trust Deed for that Trust.

                  NOTE REGISTRAR means, in respect of Bearer Notes for a Trust,
                  the person acting as the note registrar under and in
                  accordance with the Agency Agreement for that Trust.

                  NOTE TRUST means the trust constituted under the Note Trust
                  Deed.

                  NOTE TRUST DEED means, in respect of a Trust, the deed (if
                  any) with the words "Note Trust Deed" and the name of the
                  Trust in its title dated on or about the date of the
                  Supplemental Deed for the Trust between the Issuer Trustee,
                  the Global Trust Manager and the Note Trustee for that Trust.

                  NOTE TRUSTEE means, in respect of a Trust, the person
                  specified as such in the Note Trust Deed for that Trust.


                                       19
<PAGE>

                  NOTE TRUST FUND means, in respect of a Trust:

                  (a)   the Note Trustee's rights, remedies and powers under the
                        Note Trust Deed for that Trust, the Master Security
                        Trust Deed, the Deed of Charge for that Trust and each
                        other Transaction Document to which the Note Trustee is
                        expressed to be a party in respect of that Trust;

                  (b)   the Note Trustee's right, title and interest as
                        beneficiary of the Security Trust in respect of that
                        Trust; and

                  (c)   any other property and benefits which the Note Trustee
                        holds on trust for the Noteholders of that Trust under
                        the Note Trust Deed for that Trust.

                  NOTES means the debt securities issued in respect of a Trust
                  in accordance with the Master Trust Deed, the Supplemental
                  Deed for that Trust and the Note Trust Deed for that Trust in
                  order to raise the funds required to originate or acquire
                  Housing Loans, Mortgages and Collateral Securities and
                  includes either:

                  (a)   Registered Notes; or

                  (b)   Bearer Notes,

                  and as specifically referred to in the Supplemental Deed for
                  that Trust.

                  NOTICE OF CREATION OF TRUST means, in respect of a Trust, a
                  notice in the form of Schedule 1 to the Master Trust Deed and
                  lodged with the Issuer Trustee by the Global Trust Manager in
                  accordance with clause 3.1 of the Master Trust Deed.

                  OTHER SECURED LIABILITY means, in respect of a Mortgage or
                  Collateral Security, any financial accommodation (other than
                  the Housing Loan or Housing Loans to which that Mortgage or
                  Collateral Security relates) provided by the Seller, the
                  payment or repayment of which is secured by a Mortgage,
                  Collateral Security or an Encumbrance which is assigned to a
                  Trust.

                  OUTSTANDING PRINCIPAL BALANCE means, in relation to a Housing
                  Loan, the outstanding principal balance including any interest
                  or other charges which are unpaid and have been capitalised to
                  the Debtor's account.

                  PAYING AGENT means, in respect of a Trust, each person
                  specified as such in the Agency Agreement for that Trust.

                  PAYMENT DATE means, in respect of a Trust, the date or dates
                  specified as such in the Supplemental Deed for that Trust.

                  PAYMENT MODIFICATION means, in respect of a Trust, any
                  alteration, addition or revocation of any provision of a
                  Transaction Document for that Trust or the Notes (including
                  the Conditions, as applicable) of that Trust which affects:


                                       20
<PAGE>

                  (a)   the amount, timing, place, currency or manner of payment
                        of principal or interest in respect of the Notes
                        including, without limitation, any modification to the
                        Stated Amount, Invested Amount, interest rate or
                        maturity date of the Notes, any relevant Conditions or
                        any provisions which specify the order of application of
                        the cashflows of that Trust (whether before or after the
                        occurrence of an Event of Default) or which would impair
                        the rights of Noteholders to institute suit for
                        enforcement of such payment on or after the due date for
                        such payment;

                  (b)   the definition of "Extraordinary Resolution" (insofar as
                        it relates to any Notes or any Class of Notes), any
                        provision of a Transaction Document which is specified
                        in the Conditions for the relevant Class of Notes or the
                        circumstances in which the consent or direction of an
                        Extraordinary Resolution of a Class of Noteholders is
                        required;

                  (c)   the provisions of the Supplemental Deed for that Trust
                        that specify the order in which the proceeds of
                        enforcement of the Deed of Charge in respect of that
                        Trust are to be applied; and

                  (d)   the requirements for altering, adding to or revoking any
                        provision of the Note Trust Deed or the Notes (including
                        the Conditions) for that Trust.

                  PAYMENT PERIOD in respect of a Trust has the meaning (if any)
                  given to that term in the Supplemental Deed for the Trust.

                  POWER OF ATTORNEY means an irrevocable power of attorney in
                  such form as is agreed to by the Depositor and the Issuer
                  Trustee which is given by the Seller in favour of the
                  Depositor and the Issuer Trustee.

                  PRIVACY ACT means the Privacy Act 1988 (Commonwealth).

                  PROPERTY INSURANCE means insurance over the improvements on
                  the Land:

                  (a)   against fire and other usual risks;

                  (b)   for an amount at least equal to the market value of the
                        improvements on the Land; and

                  (c)   noting the Seller's interest as legal mortgagee.

                  PROXY means a person named as such in a Block Voting
                  Instruction.

                  PURCHASE PRICE has the meaning:

                  (a)   in respect of an Initial Sale Agreement, given to it in
                        the relevant Initial Offer to Sell;

                  (b)   in respect of a Secondary Sale Agreement, given to it in
                        the relevant Secondary Offer to Sell; or


                                       21
<PAGE>

                  (c)   in respect of any other matter, the meaning (if any)
                        given to it in the relevant Supplemental Deed.

                  PURCHASED MORTGAGE LOAN means, in respect of a Trust, a
                  Mortgage Loan which is purchased by the Issuer Trustee in
                  respect of that Trust from time to time. For the avoidance of
                  doubt, a Purchased Mortgage Loan does not include any Other
                  Secured Liability.

                  QUALIFYING DEBTOR means a Debtor which:

                  (a)   is not a Debtor in respect of a Defaulted Housing Loan;
                        and

                  (b)   is not dead, bankrupt, insane or the subject of an
                        Insolvency Event,

                  and any other person which, notwithstanding this definition,
                  the Depositor (in the case of an Initial Sale Agreement) or
                  the Issuer Trustee (in the case of an Secondary Sale
                  Agreement) approves and notifies in writing to the Seller and
                  the Issuer Trustee or the Depositor (as the case may be) as
                  being a "Qualifying Debtor".

                  QUALIFYING MORTGAGE LOAN means a Mortgage Loan which satisfies
                  the eligibility criteria set out in the Annexure to the
                  Initial Sale Agreement and a Secondary Sale Agreement.

                  REALISED LOSS means, in respect of a Mortgage Loan for a
                  Collection Period, the amount (if any) by which the Unpaid
                  Balance of the related Housing Loan, together with the
                  enforcement expenses relating to the Mortgage Loan, exceeds
                  all amounts recovered from the enforcement of the Mortgage
                  Loan (but including any amount received in respect of any
                  Mortgage Insurance Policy).

                  RECEIVABLES TRANSFER DIRECTION means the document so entitled,
                  in the form of Schedule 2 of the Master Trust Deed, issued to
                  the Issuer Trustee in accordance with clause 5.2 of the Master
                  Trust Deed.

                  RECEIVER means a person or persons appointed under or by
                  virtue of the Master Security Trust Deed and the Deed of
                  Charge for a Trust as receiver or receiver and manager.

                  RECORD DATE means the date which is 2 Business Days before a
                  Payment Date.

                  REDRAW FACILITY means, in respect of a Trust, the facility
                  provided in respect of that Trust by the Redraw Facility
                  Provider of that Trust under the Redraw Facility Agreement for
                  that Trust.

                  REDRAW FACILITY AGREEMENT means, in respect of a Trust, the
                  agreement with those words and the name of that Trust in its
                  title and entered into between the Trustee, the Global Trust
                  Manager and the Redraw Facility Provider for that Trust.

                  REDRAW FACILITY PROVIDER means, in respect of a Trust, the
                  person acting as such under the Redraw Facility Agreement for
                  that Trust.


                                       22
<PAGE>

                  REGISTER means in respect of Registered Notes issued in
                  respect of a Trust, the register of Registered Noteholders
                  maintained by the Issuer Trustee in accordance with the Master
                  Trust Deed and the relevant Supplemental Deed.

                  REGISTERED NOTEHOLDER means the holder of a Registered Note.

                  REGISTERED NOTES means Notes, the details of which are entered
                  in the Register.

                  RELATED ENTITY of an entity means another entity which is
                  related to the first within the meaning of section 50 of the
                  Corporations Law or is in any economic entity (as defined in
                  any approved accounting standard) which contains the first.

                  RELEVANT ACQUIRER has the meaning given to it in clause 5.2(b)
                  of the Master Trust Deed.

                  RELEVANT PARTIES has the meaning (if any) in respect of a
                  Trust as set out in the Supplement Deed for that Trust.

                  RELEVANT SECURED PROPERTY means, in respect of a Trust, the
                  Secured Property of that Trust over which the relevant Charge
                  has taken effect as a fixed charge where previously that
                  Charge had taken effect over that Secured Property as a
                  floating charge.

                  REPORTING STATEMENT means the statement to be provided by the
                  Global Trust Manager on or about each Determination Date in
                  respect of the immediately preceding Collection Period, in
                  such form and content as may be agreed between the Global
                  Trust Manager, the Issuer Trustee and each Current Rating
                  Agency from time to time, setting out such details (if any) as
                  are specified in the relevant Supplemental Deed.

                  REPURCHASE PRICE means, in relation to a Housing Loan, the
                  then current fair market value of such Housing Loan (taking
                  into account applicable insurance proceeds and other available
                  resources).

                  REQUIRED CREDIT RATING has, in respect of a Trust, the meaning
                  set out in the relevant Supplemental Deed.

                  RESIDUAL CAPITAL UNIT means, in respect of a Trust, the unit
                  or units identified as such in the Supplemental Deed for that
                  Trust.

                  RESIDUAL CAPITAL UNITHOLDER means, in respect of a Trust, the
                  residual capital beneficiary or residual capital beneficiaries
                  of that trust.

                  RESIDUAL INCOME UNIT means, in respect of a Trust, the unit or
                  units identified as such in the Supplemental Deed for that
                  Trust.

                  RESIDUAL INCOME UNITHOLDER means, in respect of a Trust, the
                  residual income beneficiary or residual income beneficiaries
                  of that trust.

                  RESOLUTION means:

                  (a)   a resolution passed at a meeting:


                                       23
<PAGE>

                        (i)   on a show of hands, by the required majority or
                              percentage, as the case may be, of persons present
                              and voting, in person or by proxy; or

                        (ii)  if a poll is duly demanded, by the persons holding
                              the required majority of the Secured Moneys (in
                              the case of a meeting of Secured Creditors) or
                              percentage of the amount outstanding under the
                              Notes (in the case of a meeting of Noteholders);
                              or

                  (b)   where the law allows, a resolution in writing signed by
                        persons holding the required majority of the Secured
                        Moneys (in the case of a meeting of Secured Creditors)
                        or percentage of Notes (in the case of a meeting of
                        Noteholders).

                  S&P means Standard & Poor's Ratings Group.

                  SEC means the Securities and Exchange Commission of the United
                  States of America, as from time to time constituted, created
                  under the Exchange Act, or if at any time after the execution
                  of this deed the SEC is not existing and performing the duties
                  now assigned to it under the TIA, then the body performing
                  those duties.

                  SECONDARY OFFER TO SELL means any offer of that title by the
                  Depositor in favour of the Issuer Trustee in respect of
                  Mortgage Loans, dated on or about the date of the Secondary
                  Sale Agreement to which it relates and which is only capable
                  of acceptance by the payment of a purchase price.

                  SECONDARY SALE AGREEMENT means any agreement so entitled
                  between the Depositor and the Issuer Trustee in respect of a
                  Trust.

                  SECURED CREDITORS means, in respect of a Trust, the person or
                  persons identified as such in the Deed of Charge for that
                  Trust including, but not limited to, the Noteholders, the
                  Global Trust Manager, the Security Trustee, the Servicer, the
                  Note Trustee, any Paying Agents, any Counterparty and any
                  Support Facility Providers.

                  SECURED MONEY has, in respect of a Trust, the meaning given to
                  it in the Deed of Charge for that Trust.

                  SECURED PROPERTY has, in respect of a Trust, the meaning given
                  to it in the Deed of Charge for that Trust.

                  SECURITY INTEREST means any bill of sale (as defined in any
                  statute), mortgage, charge, lien, pledge, hypothecation, title
                  retention arrangement, trust or power, as or in effect as
                  security for the payment of a monetary obligation or the
                  observance of any other obligation.


                                       24
<PAGE>

                  SECURITY PROVIDER means the provider of a Collateral Security
                  or Mortgage.

                  SECURITY TRUST means, in respect of a Trust, the interest
                  (including without limitation by way of trust and charge)
                  created by a Deed of Charge for that Trust.

                  SECURITY TRUST FUND means the amount held by the Security
                  Trustee under clause 2.1 of the Master Security Trust Deed in
                  respect of a Security Trust together with any other property
                  and benefits which the Security Trustee receives, has vested
                  in it or otherwise acquires to hold on the terms of the Master
                  Security Trust Deed including, without limitation, all the
                  right, title and interest of the Security Trustee in
                  connection with the Deed of Charge and any property which
                  represents the proceeds of sale of any such property or
                  proceeds of enforcement of the Deed of Charge in respect of
                  that Security Trust.

                  SECURITY TRUSTEE means P.T. Limited (ABN 67 004 454 666) or
                  any other person acting as security trustee under the Master
                  Security Trust Deed (but does not include the Global Trust
                  Manager unless the Global Trust Manager has been actually
                  appointed as Security Trustee under the relevant Deed of
                  Charge).

                  SELLER means National Australia Bank Limited (ABN 12 004 044
                  937) or any other person who is approved by the Global Trust
                  Manager to be a "Seller" for the purposes of a Trust.

                  SELLER TRUST means, in respect of a Trust, the trust in favour
                  of the Seller constituted under the Supplemental Deed for that
                  Trust.

                  SELLER TRUST ASSETS means the assets from time to time of a
                  Seller Trust.

                  SENIOR NOTE has, in respect of a Trust, the meaning (if any)
                  given to it in the Supplemental Deed for that Trust.

                  SENIOR NOTEHOLDER has, in respect of a Trust, the meaning (if
                  any) given to it in the Supplemental Deed for that Trust.

                  SERVICER means, in respect of a Trust, the relevant Servicer
                  or any other person acting as the servicer of the Mortgage
                  Loan of a Trust.

                  SERVICER TERMINATION EVENT means an event as described in
                  clause 3.1 of the Servicing Agreement.

                  SERVICER'S STATEMENT means the statement prepared for the
                  Global Trust Manager by the Servicer on each Determination
                  Date for each Trust pursuant to clause 2.9 of the Servicing
                  Agreement.


                                       25
<PAGE>

                  SERVICING AGREEMENT means the agreement entitled "HomeSide
                  Mortgage Securities Trusts Servicing Agreement" dated on or
                  about the date of this deed between the Global Trust Manager,
                  the Issuer Trustee and the Servicer.

                  SERVICING PROCEDURES means the operational and servicing
                  procedures and policies adopted by the Servicer in accordance
                  with its credit and risk policy (as amended from time to
                  time).

                  SHARED SECURITY means any Security Interest, guarantee,
                  indemnity or other form of assurance that by its terms secures
                  the payment or repayment of any Housing Loan forming or to
                  form part of the Assets of the Trust and any Other Secured
                  Liability.

                  SPECIFIED OFFICE in relation to:

                  (a)   a Note Registrar, means the offices of that Note
                        Registrar as specified in the Conditions or otherwise
                        under the relevant Agency Agreement as the offices of
                        the Note Registrar where surrenders of Notes for
                        transfer, exchange, replacement or redemption will occur
                        and where, in respect of one of such offices, the Note
                        Register will be kept, as varied from time to time in
                        accordance with the relevant Agency Agreement;

                  (b)   a Paying Agent, means the office of that Paying Agent
                        specified in the Conditions or otherwise under the
                        relevant Agency Agreement as the office at which
                        payments in respect of the Notes will be made, as varied
                        from time to time in accordance with the relevant Agency
                        Agreement; and

                  (c)   a Calculation Agent, means the office of that
                        Calculation Agent specified in the Conditions or
                        otherwise under the relevant Agency Agreement as the
                        office at which the Calculation Agent will carry out its
                        duties under the relevant Agency Agreement, as varied
                        from time to time in accordance with the relevant Agency
                        Agreement.

                  STATED AMOUNT has, in respect of a Note, the meaning give to
                  it in the relevant Supplemental Deed.

                  SUBSTITUTE NOTE TRUSTEE means, at any given time, the entity
                  then appointed as Note Trustee under clause 18 of the Note
                  Trust Deed.

                  SUBSTITUTE SERVICER means an entity appointed as Servicer
                  under clause 3.5 of the Servicing Agreement.

                  SUPPLEMENTAL DEED means, in relation to a Trust, the deed
                  executed or proposed to be executed (as the case may be) by
                  the Issuer Trustee, the Global Trust Manager and others which,
                  amongst other things, specifies provisions which are to apply
                  in respect of that Trust in addition to those contained in the
                  Master Trust Deed or, replacing or deleting provisions of the
                  Master Trust Deed in respect of that Trust.


                                       26
<PAGE>

                  SUPPORT FACILITY means, in respect of a Trust:

                  (a)   any security, support, right or benefit in support of or
                        in substitution for an Asset, or the income or benefit
                        arising from them, or for the financial management or
                        credit enhancement of the assets and liabilities of the
                        Trust;

                  (b)   any Redraw Facility;

                  (c)   any Liquidity Facility;

                  (d)   any other facility specified as a "support facility" in
                        the Supplemental Deed for that Trust; and

                  (e)   any Mortgage Insurance Policy.

                  SUPPORT FACILITY PROVIDER means a person who provides a
                  Support Facility.

                  TAX includes any tax, levy, charge, impost, fee, deduction,
                  stamp duty, financial institutions duty, bank account debit
                  tax, GST or other tax or withholding of any nature, now or
                  hereafter payable, imposed, levied, collected, withheld or
                  assessed by any Governmental Agency and includes any interest,
                  expenses, fine, penalty or other charge payable or claimed in
                  respect thereof but does not include any tax on overall net
                  income of the Issuer Trustee and TAXES and TAXATION shall be
                  construed accordingly.

                  TAX ACT means the Income Tax Assessment Act 1936 (or any
                  similar provision of any replacement Act).

                  TERMINATION DATE means, in respect of a Trust, the date
                  determined under clause 3.2 of the Master Trust Deed as the
                  termination date for that Trust.

                  TIA means the Trust Indenture Act of 1939 of the United States
                  of America as in force at the date of the relevant Note Trust
                  Deed or, if the relevant Note Trust Deed is first qualified
                  under the Trust Indenture Act after the issue of the relevant
                  Bearer Notes, as in force at the date of such qualification.

                  TITLE PERFECTION EVENT means in respect of a Trust:

                  (a)   the Seller ceases to have a long term rating of at least
                        BBB in the case of S&P, at least BBB in the case of
                        Fitch and at least Baa2 in the case of Moody's;

                  (b)   the occurrence of an Insolvency Event in respect of the
                        Seller;


                                       27
<PAGE>

                  (c)   the Seller or the Servicer fail to pay Collections in
                        respect of that Trust to the Issuer Trustee or as the
                        Issuer Trustee directs within 3 Business Days of the due
                        date for payment;

                  (d)   if the Seller in respect of that Trust is also the
                        Servicer in respect of that Trust, a Servicer
                        Termination Event occurs in respect of that Trust;

                  (e)   if the Seller is a Counterparty under a basis swap
                        agreement and/or a fixed swap agreement which is a
                        Derivative Contract in respect of the Trust, the Seller
                        fails to make any payment due under that Derivative
                        Contract and such failure:

                        (i)   has or will have, as reasonably determined by the
                              Issuer Trustee, a Material Adverse Effect; and

                        (ii)  is not remedied by the Seller within 20 Business
                              Days (or such longer period as the Issuer Trustee
                              may agree to) of notice thereof being delivered to
                              the Seller by the Global Trust Manager or the
                              Issuer Trustee;

                  (f)   a representation, warranty or statement by or on behalf
                        of the Seller in a Transaction Document in respect of
                        that Trust or a document provided under or in connection
                        with such Transaction Document is not true or is
                        misleading when repeated and such false or misleading
                        representation, warranty or statement:

                        (i)   has or will have, as reasonably determined by the
                              Issuer Trustee, a Material Adverse Effect; and

                        (ii)  is not remedied by the Seller within 20 Business
                              Days (or such longer period as the Issuer Trustee
                              may agree to) of notice thereof being delivered to
                              the Seller by the Global Trust Manager or the
                              Issuer Trustee;

                  (g)   where the Seller is also acting as the Servicer, and in
                        that capacity, has custody of the Mortgage Title
                        Documents in accordance with the Servicing Agreement,
                        the Servicer fails to comply with its obligations under
                        clause 4.8 of the Servicing Agreement; or

                  (h)   any other event specified in the relevant Supplemental
                        Deed, Initial Sale Agreement or Secondary Sale Agreement
                        as a Title Perfection Event.

                  TRANSACTION DOCUMENTS has, in respect of a Trust, the meaning
                  given to it in the Supplement Deed for that Trust.

                  TRANSFER means, in relation to a Mortgage, a duly executed
                  land titles office transfer form in registrable form which,
                  upon registration would be effective to transfer the legal
                  title to that Mortgage to the Depositor (in the case of an
                  Initial Sale Agreement) or the Issuer Trustee (in the case of
                  a Secondary Sale Agreement).


                                       28
<PAGE>

                  TRUST means a Trust constituted under the Master Trust Deed, a
                  Notice of Creation of Trust and a Supplemental Deed.

                  TRUST EXPENSES means in relation to a Trust and a Collection
                  Period, the expenses in connection with the operation of the
                  relevant Trust to be paid by the Global Trust Manager.

                  TRUST FUND means in respect of a Trust, all assets and amounts
                  held by the Issuer Trustee under the Master Trust Deed in
                  respect of that Trust together with any other property and
                  benefits which the Issuer Trustee receives, has vested in it
                  or otherwise acquires to hold on the terms of the Master Trust
                  Deed in respect of that Trust.

                  UCC means the Uniform Commercial Code of the State of New
                  York.

                  UNIT means, in respect of a Trust, either a Residual Capital
                  Unit or a Residual Income Unit issued in respect of that
                  Trust.

                  UNITHOLDER means, in respect of a Trust, either a Residual
                  Capital Unitholder or a Residual Income Unitholder.

                  UNPAID BALANCE means, on any date in respect of a Housing
                  Loan, the sum of:

                  (a)   the Outstanding Principal Balance of that Housing Loan;
                        and

                  (b)   the unpaid amount of all taxes, fees, finance charges,
                        interest payments and other amounts accrued on or
                        payable under or in connection with that Housing Loan or
                        the related Mortgage or other rights relating to the
                        Housing Loan and which have not been capitalised to the
                        Debtor's account in respect of the Housing Loan.

                  VALUER means an independent qualified valuer proposed by the
                  Global Trust Manager and approved by the Issuer Trustee.

                  VESTING DATE means, in respect of a Security Trust, the
                  eightieth anniversary of the date of the Deed of Charge
                  relating to that Security Trust.

                  VOTING CERTIFICATE means a dated certificate in the English
                  language issued by a Principal Paying Agent or a Paying Agent
                  in which it is stated:

                  (a)   that on the date of such certificate, relevant Bearer
                        Notes (not being Bearer Notes in respect of which a
                        Block Voting Instruction has been issued and is
                        outstanding in respect of the meeting specified in such
                        Voting Certificate or any adjournment of that meeting)
                        bearing specified series and serial numbers were
                        deposited with the Principal Paying Agent or Paying
                        Agent (or to its order at a bank or other depositary)
                        and that the relevant Bearer Notes will not be released
                        until the first to occur of:


                                       29
<PAGE>

                        (i)   the conclusion of the meeting specified in such
                              certificate or any adjournment of that meeting;
                              and

                        (ii)  the surrender of the Voting Certificate to the
                              Principal Paying Agent or such Paying Agent which
                              issued the same; and

                  (b)   that the bearer of such certificate is entitled to
                        attend and vote at that meeting or any adjournment of
                        that meeting in respect of the Bearer Notes represented
                        by such certificate.

                  VOTING ENTITLEMENT means, on a particular date and in respect
                  of a Trust, the number of votes which a Secured Creditor would
                  be entitled to exercise if a meeting of Secured Creditors were
                  held on that date, calculated as the number computed by
                  dividing the Secured Money owing to that Secured Creditor in
                  respect of that Trust on the relevant day by $10.

                  VOTING SECURED CREDITOR means, in respect of a Trust:

                  (a)   for so long as the Secured Moneys of the Noteholders are
                        75% or more of the then total Secured Moneys:

                        (i)   if any Senior Notes remain outstanding, the Note
                              Trustee (or, if the Note Trustee has become bound
                              to notify, or seek directions from, the related
                              Senior Noteholders or to take steps and/or to
                              proceed under the relevant Note Trust Deed and
                              fails to do so as and when required by that Note
                              Trust Deed and such failure is continuing, the
                              related Senior Noteholders); or

                        (ii)  if no Senior Note then remains outstanding, the
                              Junior Noteholders; and

                  (b)   otherwise:

                        (i)   if any Senior Note remains outstanding, the Note
                              Trustee (or, if the Note Trustee has become bound
                              to notify, or seek directions from, the related
                              Senior Noteholders or to take steps and/or to
                              proceed under the relevant Note Trust Deed and
                              fails to do so as and when required by that Note
                              Trust Deed and such failure is continuing, the
                              related Senior Noteholders); and

                        (ii)  each other then Secured Creditor (other than the
                              Note Trustee and the Senior Noteholders).

                  WRITTEN RESOLUTION means a written resolution signed by all
                  Voting Secured Creditors.

            1.2   In the Transaction Documents, unless the contrary intention
                  appears:


                                       30
<PAGE>

                  (a)   a reference to any agreement, deed or document (and,
                        where applicable, any of its provisions) is a reference
                        to that agreement, deed or document as amended, varied,
                        novated, supplemented or replaced from time to time;

                  (b)   a reference to a statute (other than the TIA),
                        ordinance, code or other law includes regulations and
                        other instruments under it and consolidations,
                        amendments, re-enactments or replacements of any of
                        them;

                  (c)   the singular includes the plural and vice versa;

                  (d)   the word "person" includes a firm, body corporate, an
                        unincorporated association or an authority;

                  (e)   a reference to a person includes a reference to the
                        person's executors, administrators, successors,
                        substitutes (including, without limitation, persons
                        taking by novation) and assigns;

                  (f)   an agreement, representation or warranty in favour of
                        two or more persons is for the benefit of them jointly
                        and severally;

                  (g)   an agreement, representation or warranty on the part of
                        two or more persons binds them jointly and severally
                        (provided that an agreement, representation or warranty
                        on the part of the Issuer Trustee or the Security
                        Trustee binds it severally only);

                  (h)   a reference to an accounting term is to be interpreted
                        in accordance with the accounting standards under the
                        Corporations Law, and, if not inconsistent with those
                        accounting standards, generally accepted principles and
                        practices in Australia consistently applied by a body
                        corporate or as between bodies corporate and over time;

                  (i)   a reference to any thing (including, without limitation,
                        the Secured Money, any other amount and the Secured
                        Property) is a reference to the whole and each part of
                        it and a reference to a group of persons is a reference
                        to all of them collectively, to any two or more of them
                        collectively and to each of them individually;

                  (j)   a reference to any Transaction Document includes a
                        reference to any applicable schedule of it;

                  (k)   a reference to a time of day is a reference to that time
                        in Melbourne;

                  (l)   if an act prescribed under this deed to be done by a
                        party on or by a given day is done after 5.00 pm on that
                        day, it is to be taken to be done on the following day;


                                       31
<PAGE>

                  (m)   the Issuer Trustee, the Security Trustee, the Note
                        Trustee or the Global Trust Manager (as the case may be)
                        will only be considered to have knowledge or awareness
                        of, or notice of, a thing, or grounds to believe any
                        thing, by virtue of the officers of the Issuer Trustee
                        or the Security Trustee or the Note Trustee or the
                        Global Trust Manager (solely in their capacity as
                        officers of the Issuer Trustee, the Security Trustee,
                        the Note Trustee or the Global Trust Manager, as the
                        case may be) having day to day responsibility for the
                        administration of the Trust, for the administration of
                        the Security Trust or for the management of the Note
                        Trust or the Trust (as the case may be) having actual
                        knowledge, actual awareness or actual notice of that
                        thing, or grounds or reason to believe that thing (and
                        similar references will be interpreted in this way). In
                        addition, notice, knowledge or awareness of an Event of
                        Default or any other type of default means notice,
                        knowledge or awareness of the occurrence of the events
                        or circumstances constituting an Event of Default or
                        default (as the case may be) and that those events or
                        circumstances do constitute an Event of Default or
                        default (as the case may be);

                  (n)   a reference to a particular numbered Condition is to be
                        read and construed as a reference to the relevant
                        numbered Condition;

                  (o)   all references to commissions, fees, disbursements,
                        costs, charges or expenses includes any value added tax,
                        goods and services tax, or similar tax charged or
                        chargeable in respect thereof;

                  (p)   all references to Notes shall, unless the context
                        otherwise requires, include any Book-Entry Note
                        representing such Notes;

                  (q)   all references in a Transaction Document to DTC shall,
                        wherever the context so permits, be deemed to include
                        references to any additional or alternative clearing
                        system approved by the Issuer Trustee, the Note Trustee
                        and the Paying Agent;

                  (r)   a certificate signed by or on behalf of the Note Trustee
                        or an Agent or their respective solicitors about a
                        matter or about a sum payable to that party in
                        connection with a Transaction Document is sufficient
                        evidence of the amount or any other factual matter
                        stated in it unless the matter or sum is proved to be
                        false;


                                       32
<PAGE>

                  (s)   each party to a Transaction Document 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 a party does not prevent a further or other exercise
                        of that or an exercise of any other right, power or
                        remedy. Failure by a party to exercise or delay in
                        exercising a right, power or remedy does not prevent its
                        exercise;

                  (t)   any present or future legislation which operates to vary
                        the obligations of the Issuer Trustee in connection with
                        a Transaction Document with the result that the Note
                        Trustee's or Agent'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;

                  (u)   the rights, powers and remedies provided in a
                        Transaction Document are cumulative with and not
                        exclusive of the rights, powers or remedies provided by
                        law independently of a Transaction Document;

                  (v)   it is not necessary for the indemnified party to incur
                        expense or make payment before enforcing a right of
                        indemnity conferred by a Transaction Document; and

                  (w)   time is of the essence of a Transaction Document in
                        respect of an obligation of any party to pay money.

HEADINGS

            1.3   Headings are inserted for convenience and do not affect the
                  interpretation of any Transaction Document.

BUSINESS DAY

            1.4   When the date on or by which any act, matter or thing is to be
                  done is not a Business Day, such act, matter or thing shall be
                  done on the next Business Day.

ISSUER TRUSTEE'S CAPACITY

            1.5   In each Transaction Document, except where provided to the
                  contrary:

                  (a)   a reference to the Issuer Trustee is a reference to the
                        Issuer Trustee in its capacity as trustee of a
                        particular Trust only, and in no other capacity; and


                                       33
<PAGE>

                  (b)   a reference to the undertaking, assets, business, money
                        or other thing of or in relation to the Issuer Trustee
                        is a reference to the undertaking, assets, business,
                        money or other thing of or in relation to the Issuer
                        Trustee in the capacity referred to in paragraph (a).

COUNTERPARTS

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

2     ISSUER TRUSTEE'S LIABILITY
================================================================================
LIMITATION ON ISSUER TRUSTEE'S LIABILITY

            2.1   The Issuer Trustee enters into each Transaction Document only
                  in its capacity as trustee of the Trust and in no other
                  capacity. A liability arising under or in connection with a
                  Transaction Document or a Trust is limited and can be enforced
                  against the Issuer Trustee only to the extent to which it can
                  be satisfied out of Assets of the relevant Trust out of which
                  the Issuer Trustee is actually indemnified for the liability.
                  This limitation of the Issuer Trustee's liability applies
                  despite any other provision of any Transaction Document (other
                  than clause 2.3) and extends to all liabilities and
                  obligations of the Issuer Trustee in any way connected with
                  any representation, warranty, conduct, omission, agreement or
                  transaction related to a Transaction Document or a Trust.

CLAIMS AGAINST ISSUER TRUSTEE

            2.2   In relation to any Trust, no person (including without
                  limitation any Unitholder or Secured Creditor) other than the
                  Issuer Trustee may sue the Issuer Trustee in any capacity
                  other than as trustee of the Trust, including seeking the
                  appointment of a receiver (except in relation to the Assets of
                  the Trust), or a liquidator, an administrator or any similar
                  person to the Issuer Trustee or prove in any liquidation,
                  administration or arrangements of or affecting the Issuer
                  Trustee (except in relation to the Assets of the Trust).

BREACH OF TRUST

            2.3   The provisions of this clause 2 will not apply to any
                  obligation or liability of the Issuer Trustee to the extent
                  that it is not satisfied because under the Master Trust Deed
                  or Supplemental Deed in relation to the relevant Trust or by
                  operation of law there is a reduction in the extent of the
                  Issuer Trustee's indemnification out of the Assets of the
                  Trust, as a result of the Issuer Trustee's fraud, negligence
                  or breach of trust.


                                       34
<PAGE>

ACTS OR OMISSIONS

            2.4   It is acknowledged that the Relevant Parties are responsible
                  under the Transaction Documents in relation to the Trusts for
                  performing a variety of obligations relating to the Trusts. No
                  act or omission of the Issuer Trustee (including any related
                  failure to satisfy its obligations or breach of representation
                  or warranty under any Transaction Document) will be considered
                  fraud, negligence or breach of trust of the Issuer Trustee for
                  the purpose of clause 2.3 to the extent to which the act or
                  omission was caused or contributed to by any failure by a
                  Relevant Party or any other person who provides services in
                  respect of a Trust to fulfil its obligations relating to the
                  Trust or by any other act or omission of a Relevant Party or
                  any other such person regardless of whether or not the act or
                  omission is purported to be done on behalf of the Issuer
                  Trustee.

            2.5   No attorney, agent, receiver or receiver and manager appointed
                  in accordance with any Transaction Document has authority to
                  act on behalf of the Issuer Trustee in a way that exposes the
                  Issuer Trustee to any liability in excess of that contemplated
                  in this clause 2, and no act or omission of any such person
                  will be considered fraud, negligence or breach of trust of the
                  Issuer Trustee for the purpose of clause 2.3.

            2.6   The Issuer Trustee is not obliged to do anything or refrain
                  from doing anything under or in connection with any
                  Transaction Document (including incur a liability) unless the
                  Issuer Trustee's liability is limited in the same manner as
                  set out in this clause.

EXECUTED as a deed.

                                       35
<PAGE>

1     SCHEDULE 1
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
    COMPANY NAME      ABN/ARBN NUMBER    REGISTERED OFFICE      DEFINITION
                                              ADDRESS
-------------------------------------------------------------------------------
<S>                  <C>                <C>                 <C>
Perpetual Trustee    ABN 42 000 001 007 Level 7, 39 Hunter  ("ISSUER TRUSTEE")
Company Limited                         Street, Sydney
-------------------------------------------------------------------------------
HomeSide Global MBS  N/A                7301 Baymeadows     ("GLOBAL TRUST
Manager, Inc.                           Way, Jacksonville   MANAGER")
                                        Florida USA
-------------------------------------------------------------------------------
P.T. Limited         ABN 67 004 454 666 Level 7, 39 Hunter  ("SECURITY
                                        Street, Sydney      TRUSTEE")
-------------------------------------------------------------------------------
The Bank of New      N/A                101 Barclay         ("NOTE TRUSTEE")
York, New York                          Street, 21W, New
Branch                                  York, New York
                                        10268
-------------------------------------------------------------------------------
The Bank of New      N/A                101 Barclay         ("NOTE REGISTRAR")
York, New York                          Street, 21W, New
Branch                                  York, New York
                                        10268
-------------------------------------------------------------------------------
The Bank of New      N/A                101 Barclay         ("PRINCIPAL
York, New York                          Street, 21W, New    PAYING AGENT" and
Branch                                  York, New York      "CALCULATION
                                        10268               AGENT")
-------------------------------------------------------------------------------


                                       36
<PAGE>

-------------------------------------------------------------------------------
The Bank of New      N/A                48th Floor, One     (a "PAYING AGENT")
York, London Branch                     Canada Square,
                                        London
-------------------------------------------------------------------------------
National Australia   ABN 12 004 044 937 Level 24, 500       ("SELLER")
Bank Limited                            Bourke Street,
                                        Melbourne,
                                        Victoria, 3000
-------------------------------------------------------------------------------
HomeSide Mortgage    N/A                7301 Baymeadows     ("DEPOSITOR")
Securities, Inc                         Way, Jacksonville
                                        Florida USA
-------------------------------------------------------------------------------
National Australia   ABN 12 004 044 937 Level 24, 500       ("SERVICER")
Bank Limited                            Bourke Street,
trading as HomeSide                     Melbourne,
                                        Victoria, 3000
-------------------------------------------------------------------------------
National Australia   ABN 70 006 437 565 Level 24, 500       ("BOND
Managers Limited                        Bourke Street,      ADMINISTRATOR")
                                        Melbourne,
                                        Victoria, 3000
-------------------------------------------------------------------------------
Kredietbank S.A.     N/A                43 Boulevard        ("LUXEMBOURG
Luxembourgeoise                         Royal, L-2955,      PAYING AGENT")
                                        Luxembourg
-------------------------------------------------------------------------------
</TABLE>


                                       37
<PAGE>

EXECUTION PAGE
--------------------------------------------------------------------------------
ISSUER TRUSTEE

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
Occupation of witness               )      revocation of the power of attorney



GLOBAL TRUST MANAGER

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







                                       38
<PAGE>

SECURITY TRUSTEE

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




NOTE TRUSTEE

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




SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for NATIONAL AUSTRALIA  )
MANAGERS 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
Occupation of witness               )      revocation of the power of attorney



SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for KREDIETBANK S.A.    )
LUXEMBOURGEOISE 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
Occupation of witness               )      revocation of the power of attorney


                                       39
<PAGE>

NOTE REGISTRAR

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





PRINCIPAL PAYING AGENT AND CALCULATION AGENT

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


                                       40
<PAGE>

AGENT BANK

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





PAYING AGENT

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




                                       41
<PAGE>

SELLER

SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for NATIONAL AUSTRALIA  )
BANK 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
Occupation of witness               )      revocation of the power of attorney



DEPOSITOR

SIGNED by                           )
                                    )
on behalf of and SEALED AND         )
DELIVERED by HOMESIDE MORTGAGE      )
SECURITIES, INC.                    )
in the presence of:                 )
                                    )
--------------------------------    )
Signature of witness                )
                                    )
--------------------------------    )
Name of witness (block letters)     )      ------------------------------------
                                    )      By executing this deed the signatory
--------------------------------    )      states that the signatory has
Address of witness                  )      received no notice of revocation
                                    )      of the authority pursuant to which
--------------------------------    )      they execute this deed
Occupation of witness               )


                                       42
<PAGE>

SERVICER

SIGNED, SEALED AND DELIVERED by     )
                                    )
as attorney for NATIONAL AUSTRALIA  )
BANK LIMITED (TRADING AS HOMESIDE)  )
under power of attorney dated       )
                                    )
in the presence of:                 )
                                    )
--------------------------------    )
Signature of witness                )
                                    )
--------------------------------    )
Name of witness (block letters)     )
                                    )
--------------------------------    )
Address of witness                  )      --------------------------------
                                    )      By executing this deed the
--------------------------------    )      attorney states that the attorney
Occupation of witness               )      has received no notice of
                                    )      revocation of the power of attorney


                                       43
<PAGE>

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

                               HOMESIDE MORTGAGE
                               SECURITIES TRUSTS

                              DEFINITIONS SCHEDULE

                           THE COMPANIES DESCRIBED IN
                                   SCHEDULE 1

                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                            Telephone (612) 9296 2000
                               Fax (612) 9296 3999
                                  DX 113 Sydney
                                  Ref: CD3:SRF