<PAGE>

                                                                  EXHIBIT 10.1

                 ---------------------------------------------------
                  DATED                                       2001

                                   HOMESIDE MORTGAGE
                                   SECURITIES TRUSTS
                                  SERVICING AGREEMENT


                           HOMESIDE GLOBAL MBS MANAGER, INC.
                                ("GLOBAL TRUST MANAGER")
                           PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("ISSUER TRUSTEE")
                  NATIONAL AUSTRALIA BANK LIMITED, TRADING AS HOMESIDE
                                      ("SERVICER")




                                MALLESONS STEPHEN JAQUES
                                       Solicitors

                                 Governor Phillip Tower
                                     1 Farrer Place
                                    Sydney NSW 2000
                               Telephone (61 2) 9296 2000
                               Facsimile (61 2) 9296 3999
                                     DX 113 Sydney
                                      Ref: SRF:CD3


<PAGE>

----------------------------------------------------------------
CONTENTS            HOMESIDE MORTGAGE SECURITIES TRUSTS
                    SERVICING AGREEMENT
----------------------------------------------------------------
<TABLE>
                    <S>                                                                     <C>
                    PART A - INTERPRETATION                                                  1

                    1        DEFINITIONS AND INTERPRETATION                                  1

                             Definitions                                                     1
                             Interpretation                                                  1

                    PART B - SERVICING                                                       2

                    2        SERVICING OF MORTGAGE LOANS AND GENERAL SERVICER
                             COVENANTS                                                       2

                             Appointment of Servicer                                         2
                             Servicer's Obligations                                          2
                             Servicer agrees to perform duties                               3
                             Powers                                                          3
                             General Servicer covenants                                      3
                             Servicer's Statement                                            6
                             Provision of information                                        6
                             Proposed amendments to Servicing Procedures                     6
                             Delegation by the Servicer                                      7
                             Adverse Effect                                                  7

                    3        SERVICER TERMINATION EVENT AND RETIREMENT OF SERVICER           7

                             Servicer Termination Event                                      7
                             Termination of Servicing Agreement                              8
                             Termination of Servicer's appointment and transfer of
                             servicing obligations                                           8
                             Voluntary Retirement of Servicer                                8
                             Appointment of Substitute Servicer                              8
                             Issuer Trustee act as Servicer                                  9
                             Issuer Trustee may give discharges                              9
                             Servicer may accept payment                                     9
                             Servicer and Global Trust Manager
                             to provide full co-operation                                    9
                             Release                                                         9
                             Title Perfection Event                                         10

                    4        CUSTODIAN                                                      10

                             Standard                                                       10
                             Information Indemnity                                          10
                             Auditor review                                                 10
                             Document Custody Audit Report                                  11
                             Timing of Document Custody Audit Reports                       12
                             Adverse Document Custody Audit Report                          13
                             Custody Transfer Event                                         13
                             Exceptions                                                     14
                             Failure to comply                                              14
                             Emergency Document transfer                                    14
                             Exceptions to Emergency Transfer                               15
                             Indemnity                                                      15
                             Issuer Trustee to co-operate with Servicer                     15

<PAGE>
                                                                          (ii)
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                             Issuer Trustee's duty while holding Mortgage Title Documents   16
                             Reappointment of Servicer as Custodian                         16

                    5        SERVICER'S LIABILITY                                           16

                             No liability                                                   16
                             Indemnity                                                      16

                    6        REMUNERATION AND EXPENSES                                      16

                             Servicer fees                                                  16
                             Expenses                                                       17

                    PART C - GENERAL                                                        17

                    7        PAYMENTS                                                       17

                             Payments generally                                             17
                             No deduction                                                   17

                    8        NOTICES                                                        17

                             Notices                                                        17
                             Initial addresses                                              18
                             Time effective                                                 18
                             Receipt                                                        18

                    9        AMENDMENTS TO THIS AGREEMENT                                   19

                             Amending power                                                 19
                             Consent required                                               20
                             Amendments prejudicial to Noteholders of a Class               20
                             Amendments prejudicial to all Noteholders                      20

                    10       GOVERNING LAW                                                  20

                             Governing Law                                                  20
                             Submission to jurisdiction                                     21
                             Service                                                        21

                    11       LIMITED RECOURSE                                               21

                    12       COUNTERPARTS                                                   21
</TABLE>

<PAGE>

                                                                               1
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                    HOMESIDE MORTGAGE SECURITIES TRUSTS
                    SERVICING AGREEMENT

DATE:                                 2001

PARTIES:            HOMESIDE GLOBAL MBS MANAGER, INC. having an office at 7301
                    Baymeadows Way, Jacksonville, Florida 32256, United States
                    of America ("GLOBAL TRUST MANAGER")

                    PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
                    having its registered office at Level 7, 39 Hunter Street,
                    Sydney NSW 2000 ("ISSUER TRUSTEE")

                    NATIONAL AUSTRALIA BANK LIMITED TRADING AS HOMESIDE (ABN 12
                    004 044 937) having its registered office at Level 24, 500
                    Bourke Street, Melbourne VIC 3000 ("SERVICER")

OPERATIVE PROVISIONS:

PART A - INTERPRETATION

1     DEFINITIONS AND INTERPRETATION
------------------------------------------------------------------------------
DEFINITIONS

              1.1   The following terms have the meaning set out below unless
                    the context otherwise requires:

                    DEFINITIONS SCHEDULE means the deed entitled "HomeSide
                    Mortgage Securities Trusts Definitions Schedule" dated 3
                    January 2001 and made between the companies described in
                    schedule 1 to that deed.

                    RELEVANT TRUST means a Trust in relation to which the
                    Servicer has been appointed, and has agreed to act, as
                    Servicer under clause 2.1 and the Supplemental Deed for that
                    Trust.

INTERPRETATION

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

              1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are incorporated in this agreement as though they were set
                    out in full in it with references to "deed" being construed
                    as references to "agreement".

              1.4   By executing this agreement, the parties agree that terms
                    used in any Transaction Document have the meaning given to
                    them in the Definitions Schedule.


<PAGE>

                                                                               2
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PART B - SERVICING

2     SERVICING OF MORTGAGE LOANS AND GENERAL SERVICER COVENANTS
------------------------------------------------------------------------------
APPOINTMENT OF SERVICER

              2.1   The Issuer Trustee appoints the Servicer to act as servicer
                    and custodian to:

                    (a)  service and administer the Mortgage Loans of each
                         Relevant Trust; and

                    (b)  to hold any Mortgage Title Documents in respect of the
                         Mortgage Loans forming the Assets of the Relevant Trust
                         as custodian on behalf of the Issuer Trustee,

                    upon and subject to the terms of this agreement and the
                    Supplemental Deed for the Relevant Trust. By executing the
                    relevant Supplemental Deed, the Servicer shall be taken to
                    have accepted that appointment, and agreed to perform the
                    role of Servicer in relation to that Relevant Trust in
                    accordance with this agreement.

              2.2   The appointment of the Servicer under clause 2.1 in respect
                    of a Relevant Trust applies in relation to the Mortgage
                    Loans which are acquired by the Issuer Trustee in accordance
                    with a Secondary Sale Agreement and a Secondary Offer to
                    Sell in respect of that Relevant Trust. The Servicer's
                    actions in servicing the Mortgage Loans according to the
                    relevant Servicing Procedures are binding on the Issuer
                    Trustee. The Servicer must hold the Mortgage Title Documents
                    as custodian on behalf of the Issuer Trustee until a Title
                    Perfection Event or Servicer Termination Event occurs.

SERVICER'S OBLIGATIONS

               2.3  The Servicer must service the Mortgage Loans of each
                    Relevant Trust and otherwise carry out and perform its
                    duties and obligations under the Transaction Documents in
                    respect of the Mortgage Loans of each Relevant Trust:

                    (a)  in accordance with all applicable laws;

                    (b)  in accordance with the provisions of this agreement;

                    (c)  with the same degree of diligence and care expected of
                         an appropriately qualified and prudent servicer of
                         similar financial products and custodian of documents;
                         and

                    (d)  subject to paragraphs (a), (b) and (c) above, in
                         accordance with the Servicing Procedures, which are
                         under regular review and may change from time to time
                         as a result of business changes, or legislative and
                         regulatory changes.

                    No other provision of this clause 2 limits the obligations
                    of the Servicer in this clause 2.3.

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                                                                               3
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              2.4   In performing its duties, the Servicer must comply with all
                    reasonable instructions given by the Issuer Trustee or the
                    Global Trust Manager (on behalf of the Issuer Trustee).

              2.5   Except in accordance with the terms of the relevant
                    Supplemental Deed (whether or not at the direction of the
                    Global Trust Manager), neither the Issuer Trustee nor the
                    Global Trust Manager is entitled to exercise any servicing
                    functions in connection with any Mortgage Loan unless it is
                    acting as Servicer.

SERVICER AGREES TO PERFORM DUTIES

              2.6   The Servicer agrees to carry out and perform its duties and
                    obligations contained in this agreement in respect of the
                    Mortgage Loans of a Relevant Trust until the earlier of:

                    (a)  the date of its retirement or removal as Servicer in
                         accordance with this agreement; and

                    (b)  the date upon which the Relevant Trust is terminated.

POWERS

              2.7   The Servicer has the express power during the term of its
                    appointment in respect of each Relevant Trust:

                    (a)  to waive any fees and break costs which may be
                         collected in the ordinary course of servicing the
                         Mortgage Loans, or to arrange the rescheduling of
                         interest due and unpaid following a default under any
                         Mortgage Loans;

                    (b)  to waive any right in respect of the Mortgage Loans in
                         the ordinary course of servicing the Mortgage Loans,
                         including according to its normal collection
                         procedures; and

                    (c)  to extend the maturity date of a Housing Loan beyond 30
                         years from the date of origination when required to do
                         so by law or a Governmental Agency, regardless of
                         whether the extension may have an Adverse Effect.

GENERAL SERVICER COVENANTS

              2.8   The Servicer covenants with the Issuer Trustee and the
                    Global Trust Manager that it will at all times during the
                    term of its appointment in respect of each Relevant Trust:

                    (a)  if directed by the Issuer Trustee following a Title
                         Perfection Event, promptly take action to protect the
                         Issuer Trustee's interest in, and title to, the
                         Mortgage Loans in the Mortgage Portfolio;

                    (b)  take such action as is required to protect or enforce
                         the terms of any Mortgage Loan forming part of the
                         Assets of the Relevant Trust or otherwise exercise any
                         rights conferred under documentation or at law in
                         relation to the Mortgage Loan and take such action and
                         incur such expenses as are necessary for such
                         protection, enforcement or exercise of

<PAGE>

                                                                               4
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                         rights (including legal action for the recovery of
                         damages, whether in relation to the Mortgage Loan or
                         the performance by any party of its duties and
                         obligations under the Transaction Documents for the
                         Relevant Trust) to the extent it determines to be
                         appropriate;

                    (c)  (if applicable) if the Global Trust Manager is obliged
                         to direct the Servicer to set the interest rate charged
                         (if that rate is a variable rate) on or any fees
                         payable in respect of each Housing Loan of the Relevant
                         Trust under the relevant Supplemental Deed, then the
                         Servicer will comply with such direction;

                    (d)  prepare and collate all reasonably necessary
                         performance statistics of the Mortgage Loans for the
                         Relevant Trust;

                    (e)  provide to the Issuer Trustee and the Global Trust
                         Manager promptly from time to time such information,
                         documents, records, reports or other information
                         relating to the Mortgage Loans of the Relevant Trust or
                         the operations of the Servicer as may be reasonably
                         requested by either of them and upon reasonable notice
                         and at reasonable times permit the Issuer Trustee to
                         inspect the data and records in relation to the
                         Relevant Trust and the Loan Agreements, Mortgages and
                         Mortgage Title Documents;

                    (f)  subject to the terms of the relevant Supplemental Deed,
                         on behalf of the Issuer Trustee, make reasonable
                         efforts to collect all Collections received by it in
                         respect of each Mortgage Loan and each Mortgage
                         Insurance Policy of the Relevant Trust and remit any
                         such Collections received by the Servicer to the
                         relevant Collections Account on or before the Payment
                         Date relating to that Collection Period in the manner
                         required by the relevant Supplemental Deed;

                    (g)  maintain any loan account in respect of any Mortgage
                         Loan of the Relevant Trust and give all notices,
                         documents or statements required to be given under the
                         Servicing Procedures to the relevant Debtor;

                    (h)  with respect to any Mortgage Insurance Policy:

                         (i)   promptly prepare and make claims under the
                               Mortgage Insurance Policy when it or the Issuer
                               Trustee is entitled to do so under the terms of
                               the Mortgage Insurance Policy or under the terms
                               of the Transaction Documents, as the case may be,
                               and notify the Global Trust Manager when each
                               claim of this type is made;

                         (ii)  not, without the consent of the Issuer Trustee,
                               do anything which could reasonably be expected to
                               prejudicially affect or limit its rights or the
                               rights of the Issuer Trustee under, or in respect
                               of, the

<PAGE>

                                                                               5
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                               Mortgage Insurance Policy to the extent those
                               rights relate to those Mortgage Loans;

                         (iii) comply with, and to the extent it is able ensure
                               that, all requirements and conditions of the
                               Mortgage Insurance Policy are complied with; and

                         (iv)  take any action that it is required to take under
                               the Servicing Procedures to ensure that the
                               Mortgage Insurance Policy is in force at all
                               times after the date of this agreement;

                    (i)  not, without the consent of the Security Trustee,
                         consent to the creation or existence of a Security
                         Interest in the Mortgage Loans of the Relevant Trust to
                         a third party which ranks pari passu or before the
                         interest of the Security Trustee or allow the creation
                         or existence of any other Security Interest in the
                         Mortgage Loans, unless priority arrangements are
                         entered into with the third party under which the third
                         party acknowledges that the Security Trustee's Security
                         Interest in the relevant Mortgage Loan ranks ahead in
                         priority to the third party's Security Interest on
                         enforcement for an amount not less than the Outstanding
                         Principal Balance of the relevant Housing Loan plus any
                         additional amount the Servicer determines according to
                         the Servicer's Servicing Procedures manual or its
                         ordinary course of business;

                    (j)  electronically identify all Mortgage Loans of the
                         Relevant Trust in its electronic database in order to
                         identify the Collections and other relevant cashflows
                         in respect of the Mortgage Loans;

                    (k)  notify the Issuer Trustee, each Current Rating Agency
                         and the Global Trust Manager of:

                         (i)   the occurrence of any event which it reasonably
                               believes is likely to have a Material Adverse
                               Effect;

                         (ii)  the occurrence of a Servicer Termination Event;

                         (iii) the occurrence of anything else which the Global
                               Trust Manager reasonably requires regarding any
                               proposed modification to any Mortgage Loan; and

                         (iv)  any material breach of the Servicing Procedures
                               by the Servicer in relation to the servicing of
                               the Mortgage Loans of the Relevant Trust,

                         promptly after becoming aware of such event;

                    (l)  perform any obligations imposed upon the Servicer under
                         a relevant Supplemental Deed or as otherwise agreed
                         between the Issuer Trustee, the Global Trust Manager
                         and the Servicer;

<PAGE>

                                                                               6
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                    (m)  maintain in effect all qualifications, consents,
                         licences, permits, approvals, exemptions, filings and
                         registrations as may be required under any applicable
                         law in order to properly service the Mortgage Loans and
                         to perform and comply with its obligations under this
                         agreement;

                    (n)  subject to the terms of the relevant Supplemental Deed,
                         continue to act in its capacity as Servicer of a
                         Relevant Trust after a Title Perfection Event has
                         occurred in respect of that Relevant Trust; and

                    (o)  not, except as required by law, release a Debtor or
                         discharge any Mortgage Loan where it would have an
                         Adverse Effect.

SERVICER'S STATEMENT

              2.9   Prior to each Determination Date, in respect of each
                    Relevant Trust, the Servicer will prepare and submit to the
                    Global Trust Manager a statement in the form agreed from
                    time to time between the Global Trust Manager and the
                    Servicer ("SERVICER'S STATEMENT").

PROVISION OF INFORMATION

              2.10  The Servicer may, on behalf of the Issuer Trustee, provide
                    information in relation to Debtors and Security Providers
                    (including, without limitation, information which may be
                    subject to statutory or general law duties of
                    confidentiality or privacy) to other persons for the purpose
                    of the Servicer fulfilling its obligations as Servicer or
                    the obligations of the Issuer Trustee in relation to the
                    Mortgage Loans.

PROPOSED AMENDMENTS TO SERVICING PROCEDURES

              2.11  The Servicer must deliver copies of all proposed material
                    amendments to the Servicing Procedures which relate to the
                    Servicer's credit and risk policy in respect of the Mortgage
                    Loans then comprising Assets of a Relevant Trust to the
                    Current Rating Agencies, the Issuer Trustee and the Global
                    Trust Manager at least 10 Business Days prior to the date
                    the changes are intended to take effect. The adoption of
                    those amendments by the Servicer takes effect upon the
                    earlier to occur of the following (or if the earlier to
                    occur of the following occurs before the proposed date for
                    the changes to take effect, then on the proposed date for
                    the changes to take effect):

                    (a)  (CURRENT RATING AGENCIES CONFIRMATION): the Current
                         Rating Agencies confirm in writing that the adoption of
                         those amendments will not result in an Adverse Rating
                         Effect; and

                    (b)  (10 BUSINESS DAYS AFTER DELIVERY): the date being 10
                         Business Days after the delivery of the amendments to
                         the Current Rating Agencies, unless the Servicer has
                         received notice from a Current Rating Agency during
                         that period of its intention not to confirm in writing
                         that the adoption of those amendments will not result
                         in a reduction, qualification or withdrawal of the
                         credit ratings then assigned by them to the Notes of
                         the Relevant Trust.

<PAGE>

                                                                               7
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DELEGATION BY THE SERVICER

              2.12  The Servicer has the power to delegate or subcontract in
                    relation to some or all of its obligations under this
                    agreement. Despite any delegation, the Servicer remains
                    liable for the servicing of the Mortgage Loans in respect of
                    a Relevant Trust in accordance with the Transaction
                    Documents.

              2.13  The Servicer may appoint a person as its agent to hold
                    Mortgage Title Documents. The Servicer will be liable for
                    the acts or omissions of any such agent.

ADVERSE EFFECT

              2.14  In performing any services under this agreement the Servicer
                    will consider whether its performance of these services does
                    or does not have an Adverse Effect. The Servicer may ask the
                    Issuer Trustee or the Global Trust Manager if any action or
                    inaction on its part is reasonably likely to, or will, have
                    an Adverse Effect, and may rely upon any statement by the
                    Issuer Trustee or the Global Trust Manager to that effect.
                    The Servicer shall not be liable for a breach of this
                    agreement, or be liable under any indemnity, in relation to
                    any action or inaction on its part, where it has been
                    notified by the Issuer Trustee or the Global Trust Manager
                    that the action or inaction is not reasonably likely to, or
                    will not have, an Adverse Effect.

3     SERVICER TERMINATION EVENT AND RETIREMENT OF SERVICER
------------------------------------------------------------------------------
SERVICER TERMINATION EVENT

              3.1   A Servicer Termination Event occurs in respect of a Relevant
                    Trust if:

                    (a)  the Servicer fails to remit, or pay, any amount due by
                         it in respect of that Relevant Trust in accordance with
                         the Transaction Documents for that Relevant Trust
                         within 10 Business Days of receipt of a notice from
                         either the Issuer Trustee or the Global Trust Manager
                         to do so, except where that amount is subject to a good
                         faith dispute between the Servicer, the Issuer Trustee
                         or the Global Trust Manager;

                    (b)  an Insolvency Event occurs in respect of the Servicer;

                    (c)  the Servicer fails to observe or perform any term,
                         covenant, condition or obligation imposed on it under
                         the Transaction Documents in respect of the Relevant
                         Trust (other than those referred to in clause 3.1(a)),
                         where such failure has had, or if continued, will have
                         an Adverse Effect in respect of the Relevant Trust and
                         continues unremedied for a period of 30 days after a
                         notice is delivered to the Servicer by the Issuer
                         Trustee or the Global Trust Manager (or such longer
                         period as may be agreed between the Servicer and the
                         Issuer Trustee);

                    (d)  any representation, warranty or certification made by
                         the Servicer is incorrect when made and is not waived
                         by the Issuer Trustee or remedied to the Issuer
                         Trustee's reasonable satisfaction within 90 days after
                         notice from the Issuer Trustee

<PAGE>

                                                                               8
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                         and the Issuer Trustee determines that breach would
                         have an Adverse Effect in respect of the Relevant
                         Trust; and

                    (e)  it becomes unlawful for the Servicer to perform the
                         services under this agreement in respect of the
                         Relevant Trust.

                    The Issuer Trustee may at its discretion waive any Servicer
                    Termination Event in respect of a Relevant Trust. The Global
                    Trust Manager must notify the Issuer Trustee upon the Global
                    Trust Manager becoming actually aware of any Servicer
                    Termination Event in respect of a Relevant Trust.

TERMINATION OF SERVICING AGREEMENT

              3.2   This agreement will terminate in respect of a Relevant Trust
                    on the earlier of:

                    (a)  the date on which this agreement is terminated by the
                         Issuer Trustee if a Servicer Termination Event occurs
                         in respect of that Relevant Trust;

                    (b)  the date which is 1 month after the Notes in relation
                         to that Relevant Trust have been redeemed in full under
                         the Transaction Documents for that Relevant Trust and
                         the Issuer Trustee ceases to have any obligation to any
                         creditor in relation to that Relevant Trust;

                    (c)  the date on which the Issuer Trustee replaces the
                         Servicer with an eligible successor servicer pursuant
                         to this agreement in respect of that Relevant Trust;
                         and

                    (d)  the date on which the Servicer is replaced due to its
                         resignation or removal pursuant to this agreement in
                         respect of that Relevant Trust.

TERMINATION OF SERVICER'S APPOINTMENT AND TRANSFER OF SERVICING OBLIGATIONS

              3.3   Upon the occurrence of a Servicer Termination Event in
                    respect of a Relevant Trust, the Issuer Trustee must
                    immediately by notice to the Servicer, the Global Trust
                    Manager, the Seller and the Current Rating Agencies remove
                    the Servicer as servicer in respect of the Relevant Trust
                    under the Transaction Documents, terminate immediately all
                    of the Servicer's rights and obligations under the
                    Transaction Documents (including in relation to any Mortgage
                    Loans) for the Relevant Trust and terminate this agreement
                    in respect of the Relevant Trust.

VOLUNTARY RETIREMENT OF SERVICER

              3.4   The Servicer must give to the Issuer Trustee, the Current
                    Rating Agencies, the Seller and the Global Trust Manager 3
                    months' notice in writing of its intention to retire as
                    Servicer in respect of a Relevant Trust or such lesser time
                    as the Servicer and the Issuer Trustee agree.

APPOINTMENT OF SUBSTITUTE SERVICER

              3.5   Upon the removal or retirement of the Servicer, the
                    Servicer, the Issuer Trustee and the Global Trust Manager
                    must use all reasonable endeavours to appoint a replacement
                    servicer (in this clause 3, the

<PAGE>

                                                                               9
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                    "SUBSTITUTE SERVICER") provided that the appointment of
                    such Substitute Servicer will not result in an Adverse
                    Effect.

              3.6   The purported appointment of a Substitute Servicer has no
                    effect until the Substitute Servicer executes an agreement
                    with the Issuer Trustee and the Global Trust Manager under
                    which it covenants to act as Servicer in accordance with
                    this agreement and the other Transaction Documents.

ISSUER TRUSTEE ACT AS SERVICER

              3.7   Until the appointment of the Substitute Servicer is complete
                    or a Substitute Servicer has not been appointed by the
                    expiration of the 3 months notice period referred to in
                    clause 3.4, the Issuer Trustee must act as Servicer. The
                    Issuer Trustee is entitled to receive the fee payable in
                    accordance with clause 6.1 for the period during which the
                    Issuer Trustee so acts.

ISSUER TRUSTEE MAY GIVE DISCHARGES

              3.8   The Issuer Trustee may settle with a Servicer the amount of
                    any sums payable by that Servicer to the Issuer Trustee or
                    by the Issuer Trustee to that Servicer, in either case in
                    respect of one or more Relevant Trusts, and may give to, or
                    accept from, that Servicer a discharge in respect of those
                    sums which will be conclusive and binding as between the
                    Issuer Trustee and that Servicer, as between that Servicer
                    and the Unitholders and as between the Servicer and the
                    relevant Secured Creditors.

SERVICER MAY ACCEPT PAYMENT

              3.9   A Servicer may accept a payment or benefit in connection
                    with its retirement or removal from the Substitute Servicer.
                    A Servicer is also entitled to receive payments or benefits
                    which have accrued to that Servicer under this agreement
                    prior to the date of that Servicer's retirement or removal
                    from office.

SERVICER AND GLOBAL TRUST MANAGER TO PROVIDE FULL CO-OPERATION

              3.10  The Servicer and the Global Trust Manager agree to provide
                    their full co-operation in the event of a transfer of the
                    functions of the Servicer. Subject to all applicable privacy
                    legislation, the Servicer and the Global Trust Manager must
                    provide the Substitute Servicer with copies of all paper and
                    electronic files, information and other materials which the
                    Global Trust Manager has retained and has in its possession
                    as the Issuer Trustee or the Substitute Servicer may
                    reasonably request as soon as practicable (and, in any event
                    within ten Business Days) after the removal or retirement of
                    the Servicer in accordance with this clause.

RELEASE

              3.11  When it retires or is removed, the Servicer is released from
                    all obligations in relation to each Relevant Trust arising
                    after the date of its retirement or removal becoming
                    effective, other than its obligations under clause 3.10.

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TITLE PERFECTION EVENT

              3.12  Subject to the terms of the relevant Supplemental Deed and
                    this agreement, the Servicer will continue to act in its
                    capacity as Servicer of a Relevant Trust after a Title
                    Perfection Event has occurred in respect of that Relevant
                    Trust.

4     CUSTODIAN
------------------------------------------------------------------------------
STANDARD

              4.1   The Servicer's duties and responsibilities in its capacity
                    as custodian under this agreement are to:

                    (a)  hold as custodian under this agreement at the direction
                         of the Issuer Trustee each Mortgage Title Document that
                         it may receive on behalf of the Issuer Trustee pursuant
                         to a Transaction Document in accordance with its
                         standard safe-keeping practices and in the same manner
                         and to the same extent as it holds its own documents;

                    (b)  ensure that each Mortgage Title Document is capable of
                         identification and is kept in a separate file in secure
                         premises and held separate from any other documents
                         held by the Servicer for another Trust or otherwise;

                    (c)  maintain a record of the physical movement of the
                         relevant documents; and

                    (d)  ensure that it is capable of locating security packets
                         containing the relevant documents.

INFORMATION INDEMNITY

              4.2   If the Servicer:

                    (a)  fails to supply adequate information; or

                    (b)  supplies inaccurate or incomplete information,

                    in any Servicer's Statement or any computer files delivered
                    together with a Servicer's Statement and as a result the
                    Issuer Trustee is unable (when entitled to do so under this
                    agreement and the Master Trust Deed) to lodge and register
                    Transfers upon the occurrence of a Title Perfection Event,
                    then the Servicer indemnifies the Issuer Trustee for all
                    actions, loss, damage, costs, charges and expenses suffered
                    as a result.

AUDITOR REVIEW

              4.3   The Global Trust Manager must retain the Auditor of the
                    Relevant Trust to conduct periodic reviews (at the intervals
                    determined in accordance with clause 4.6) in respect of the
                    Servicer's role as custodian under this agreement. The
                    Auditor must review:

                    (a)  the custodial procedures adopted by the Servicer; and

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                                                                              11
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                    (b)  the accuracy of information in respect of the Mortgage
                         Loans contained in the most recent Servicer's Statement
                         or on the computer diskette accompanying the most
                         recent Servicer's Statement.

              4.4
                    (a)  In respect of the review referred to in clause 4.3(a),
                         the Global Trust Manager must instruct the Auditor of
                         the Relevant Trust that its review should consist of
                         reporting on whether:

                         (i)   the Mortgage Loans forming part of the Assets of
                               the Relevant Trust are capable of identification
                               and are distinguishable from the other assets of
                               the Servicer;

                         (ii)  controls exist such that the Mortgage Title
                               Documents relating to such Mortgage Loans may not
                               be removed or tampered with except with
                               appropriate authorisation; and

                         (iii) an appropriate tracking system is in place and
                               such that the location of the security packages
                               containing the Mortgage Title Documents in
                               respect of the Mortgage Loans of the Relevant
                               Trust can be detected at any time.

                    (b)  In respect of the review referred to in clause 4.3(b),
                         the Global Trust Manager must instruct the Auditor of
                         the Relevant Trust to review a sample of security
                         packets containing the Mortgage Title Documents in
                         respect of the Mortgage Loans then forming part of the
                         Assets of the Relevant Trust to determine whether they
                         contain the following:

                         (i)   an original counterpart of the corresponding
                               Mortgage and each Collateral Security; and

                         (ii)  the certificate of title (if any) in respect of
                               the Land the subject of the Mortgage.

                         If such security packets do not contain any of the
                         foregoing, the Auditor must determine if there is any
                         adequate explanation regarding the documents not in the
                         security packets or whether the security packets or the
                         Servicer's records indicate the location of the missing
                         documents. The Global Trust Manager must instruct the
                         Auditor to confirm (after having conducted the above
                         review) the accuracy of the information in respect of
                         the Mortgage Loans contained in the Servicer's
                         Statement and the computer diskette referred to in
                         clause 4.3.

DOCUMENT CUSTODY AUDIT REPORT

              4.5   The Global Trust Manager must instruct the Auditor of the
                    Relevant Trust to provide a document custody audit report
                    ("DOCUMENT CUSTODY AUDIT REPORT") to the Issuer Trustee in
                    which the Auditor, based on its reviews referred to in
                    clause 4.3, specifies a grade of the

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                    overall custodial performance by the Servicer, based on the
                    following grading system:

                    (a)  good - all control procedures and accuracy of
                         information in respect of Mortgage Loans testing
                         completed without exception;

                    (b)  satisfactory - minor exceptions noted;

                    (c)  improvement requirement:

                         (i)   base internal controls are in place but a number
                               of issues were identified that need to be
                               resolved for controls to be considered adequate;
                               and/or

                         (ii)  testing of the information in respect of Mortgage
                               Loans identified a number of minor exceptions
                               which are the result of non-compliance with the
                               control system; or

                    (d)  adverse - major deficiencies in internal controls were
                         identified. Cannot rely on the integrity of the
                         information in respect of Mortgage Loans in the
                         Servicer's Statement.

TIMING OF DOCUMENT CUSTODY AUDIT REPORTS

              4.6   The Global Trust Manager must instruct the Auditor of the
                    Relevant Trust to prepare a Document Custody Audit Report
                    every year after the first Closing Date (or such other
                    period as may be agreed by the Global Trust Manager, the
                    Issuer Trustee and the Current Rating Agency). The Global
                    Trust Manager must require the Auditor to deliver a copy of
                    each such Document Custody Audit Report to the Global Trust
                    Manager and the Servicer.

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                                                                              13
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ADVERSE DOCUMENT CUSTODY AUDIT REPORT

              4.7   If the Auditor issues a Document Custody Audit Report which
                    has a finding of "adverse" in relation to the Servicer's
                    custodial procedures, identification of documents, security
                    and tracking of systems, the Servicer must notify the
                    Australian Prudential Regulatory Authority of such report
                    and the Global Trust Manager must instruct the Auditor to
                    conduct a further Document Custody Audit Report no sooner
                    than 1 month but no later than 2 months after the date of
                    receipt by the Global Trust Manager of the "adverse"
                    Document Custody Audit Report. The Global Trust Manager must
                    instruct the Auditor to deliver the further Document Custody
                    Audit Report to the Issuer Trustee, with a copy to the
                    Global Trust Manager and the Servicer. The Servicer must
                    then forward a copy of the further Document Custody Audit
                    Report to the Australian Prudential Regulatory Authority
                    (and confirm in writing to the Global Trust Manager and the
                    Issuer Trustee that it has done so).

CUSTODY TRANSFER EVENT

              4.8   The Issuer Trustee may terminate the Servicer's appointment
                    as custodian if any of the following occurs:

                    (a)  the Servicer has not complied with the requirements of
                         this agreement to the satisfaction of the Auditor and a
                         further Document Custody Audit Report pursuant to
                         clause 4.7 is "adverse";

                    (b)  the long-term rating of the Servicer is downgraded
                         below the following rating levels for each Relevant
                         Trust:

                         (i)      "BBB" by S&P;

                         (ii)     "BBB" by Fitch; or

                         (iii)    "Baa2" by Moody's;

                    (c)  the Servicer is in default under a servicing agreement
                         between it and any other person, and by reason of the
                         default that other person removes any documents in the
                         Servicer's custody under the servicing agreement where
                         that person would otherwise not have been entitled to
                         do so; or

                    (d)  a Servicer Termination Event has occurred and continues
                         to exist.

                    The Issuer Trustee must immediately upon becoming actually
                    aware of the occurrence of any of the events listed in this
                    clause deliver a notice to the Servicer of the occurrence of
                    the relevant event. Upon receipt of such notice the Servicer
                    must transfer custody of the Mortgage Title Documents
                    relating to the Mortgage Loans then forming part of the
                    Assets of the Relevant Trust held by it to the Issuer
                    Trustee or another custodian nominated by the Issuer Trustee
                    and approved by the Global Trust Manager. If the Servicer
                    has not done so within 10 Business Days of the date of
                    termination of this agreement or such longer period as the
                    Issuer Trustee in its reasonable

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                                                                              14
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                    discretion permits, the Issuer Trustee may, in such
                    circumstances, commence legal proceedings to obtain
                    possession of the Mortgage Title Documents or enter into
                    the premises of the Servicer or its agents at which the
                    Mortgage Title Documents are stored and take away from such
                    premises the Mortgage Title Documents relating to the
                    Mortgage Loans then forming part of the Assets of the
                    Relevant Trust.

                    Subject to clause 4.9, this requirement will be treated as
                    being satisfied if, within 7 days of the above notice being
                    received, all Mortgage Title Documents in relation to at
                    least 90% (by number) of the Mortgage Loans are delivered to
                    the Issuer Trustee.

EXCEPTIONS

              4.9   The obligations to deliver Mortgage Title Documents under
                    this clause do not extend to such documents which the
                    Servicer can prove, to the reasonable satisfaction of the
                    Issuer Trustee, are deposited with a solicitor or title
                    insurer (acting on behalf of the Servicer), a land titles
                    office, a stamp duties office or any other Governmental
                    Agency. The Servicer must provide a list of such documents
                    to the Issuer Trustee together with any which have been lost
                    within 10 Business Days of the above notice having been
                    received by it. In respect of Mortgage Title Documents that
                    are so deposited, the Servicer must deliver these to the
                    Issuer Trustee immediately upon receipt from the solicitor,
                    title insurer or relevant office and, in respect of Mortgage
                    Title Documents that are lost, the Servicer must take all
                    reasonable steps satisfactory to the Issuer Trustee to
                    promptly replace such Mortgage Title Documents.

FAILURE TO COMPLY

              4.10  If the Servicer does not comply with the requirements of
                    clause 4.8 within the specified time limit, the Issuer
                    Trustee must to the extent to which it has information
                    available to it at the time:

                    (a)  execute and lodge caveats in respect of all Land or
                         Mortgages (as the case may be) for which all Mortgage
                         Title Documents in respect of the Relevant Trust have
                         not been delivered; and

                    (b)  initiate legal proceedings to take possession of the
                         Mortgage Title Documents in respect of the Relevant
                         Trust that have not been delivered,

                    and to the extent that the Issuer Trustee cannot do so, as a
                    result of not having information available to it to do so,
                    the indemnity in clause 4.2 applies.

                    Without limiting any right of indemnity which the Issuer
                    Trustee may have from the Servicer, the Issuer Trustee must
                    discontinue any legal proceedings commenced in accordance
                    with this clause if the relevant Mortgage Title Documents
                    are delivered to the Issuer Trustee.

EMERGENCY DOCUMENT TRANSFER

              4.11  If a Title Perfection Event occurs and is notified to the
                    Servicer in accordance with this agreement then, subject to
                    clause 4.12, the

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                                                                              15
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                    Servicer must as soon as practicable after receipt of such
                    notice, transfer custody of the Mortgage Title Documents
                    relating to the Mortgage Loans then forming part of the
                    Assets of the Relevant Trust held by it, to the Issuer
                    Trustee or to another custodian nominated by the Issuer
                    Trustee and approved by the Global Trust Manager. The
                    Issuer Trustee may, in such circumstances, commence legal
                    proceedings to obtain possession of the Mortgage Title
                    Documents or enter into the premises of the Servicer or its
                    agents at which the Mortgage Title Documents are stored and
                    take away from such premises the Mortgage Title Documents
                    relating to the Mortgage Loans then forming part of the
                    Assets of the Relevant Trust.

EXCEPTIONS TO EMERGENCY TRANSFER

              4.12  The obligations of the Servicer to deliver Mortgage Title
                    Documents to the Issuer Trustee do not extend to such
                    documents which the Servicer can prove, to the reasonable
                    satisfaction of the Issuer Trustee, are deposited with a
                    solicitor or title insurer (acting on behalf of the
                    Servicer), a land titles office, a stamp duties office or
                    any other Governmental Agency. The Servicer must provide a
                    list of such documents to the Issuer Trustee together with
                    any which have been lost within 10 Business Days of the
                    above notice having been received by it. In respect of
                    Mortgage Title Documents that are so deposited, the Servicer
                    must deliver these to the Issuer Trustee immediately upon
                    receipt from the solicitor, title insurer or relevant office
                    and, in respect of Mortgage Title Documents that are lost,
                    the Servicer must take all reasonable steps satisfactory to
                    the Issuer Trustee to promptly replace such Mortgage Title
                    Documents.

INDEMNITY

              4.13  The Servicer indemnifies the Issuer Trustee against all
                    loss, costs, damages, charges and expenses incurred by the
                    Issuer Trustee:

                    (a)  as a result of a breach by the Servicer of clause 4.8
                         or clause 4.11; or

                    (b)  in connection with the Issuer Trustee taking the action
                         referred to in clauses 4.8, 4.10 or 4.11,

                    including all registration fees, stamp duty, legal fees and
                    disbursements (charged at the usual commercial rates of the
                    relevant legal services provider), transport costs and the
                    cost of preparing and transmitting all necessary
                    documentation. If the Servicer breaches its obligations
                    under clauses 4.8 to 4.12 it is agreed that damages alone
                    will not be an adequate remedy for such a breach and that
                    the Issuer Trustee is entitled to specific performance by
                    the Servicer.

ISSUER TRUSTEE TO CO-OPERATE WITH SERVICER

              4.14  If the Issuer Trustee holds any Mortgage Title Document and
                    if the Issuer Trustee receives from the Servicer a
                    satisfactory undertaking, the Issuer Trustee must release to
                    the Servicer from time to time such Mortgage Title Documents
                    as are reasonably required by the Servicer to perform its
                    obligations as Servicer under this agreement.

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                                                                              16
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ISSUER TRUSTEE'S DUTY WHILE HOLDING MORTGAGE TITLE DOCUMENTS

              4.15  While the Issuer Trustee holds any Mortgage Title Documents,
                    it must hold them in accordance with its standard
                    safekeeping practices and in the same manner and to the same
                    extent as it holds equivalent mortgage documents as trustee.

REAPPOINTMENT OF SERVICER AS CUSTODIAN

              4.16  If following a Servicer Termination Event:

                    (a)  the Issuer Trustee is satisfied, notwithstanding the
                         occurrence of the Servicer Termination Event, that the
                         Servicer is an appropriate person to act as custodian
                         of the Mortgage Title Documents; and

                    (b)  the Current Rating Agency confirms that the appointment
                         of the Servicer to act as custodian of the Mortgage
                         Title Documents will not have an Adverse Rating Effect,

                    then the Issuer Trustee may by agreement with the Servicer
                    appoint the Servicer to act as custodian of the Mortgage
                    Title Documents upon such terms as are agreed between the
                    Issuer Trustee and the Servicer and approved by the Global
                    Trust Manager.

5     SERVICER'S LIABILITY
------------------------------------------------------------------------------
NO LIABILITY

              5.1   The Servicer is not liable for any loss suffered by a
                    Secured Creditor or a Unitholder except to the extent that
                    such loss may be caused by:

                    (a)  a breach by the Servicer of its obligations under this
                         agreement or the relevant Supplemental Deed in respect
                         of the Relevant Trust; or

                    (b)  an act or omission by any delegate of the Servicer
                         appointed in connection with clause 2.13 or 2.14 of
                         this agreement.

INDEMNITY

               5.2  The Servicer indemnifies the Issuer Trustee in respect of a
                    Relevant Trust in respect of all costs, damages, losses and
                    expenses incurred as a result of any Servicer Termination
                    Event (including, without limitation, in relation to that
                    Relevant Trust the costs of the appointment of a new
                    Servicer in accordance with clause 3) or a failure by the
                    Servicer to perform its duties under this agreement except
                    to the extent such costs, damages, losses or expenses are
                    incurred as a result of the fraud, negligence or breach of
                    trust of the Issuer Trustee.

6     REMUNERATION AND EXPENSES
------------------------------------------------------------------------------
SERVICER FEES

              6.1   The Servicer is entitled to a fee from the Assets of the
                    Relevant Trust for performing its functions and duties under
                    this agreement in respect

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                                                                              17
--------------------------------------------------------------------------------
                    of each Relevant Trust, in an amount calculated and payable
                    in accordance with the relevant Supplemental Deed.

EXPENSES
              6.2   Unless paid by or on behalf of the relevant Debtor, the
                    Servicer will pay from its servicing fee all reasonable
                    expenses incurred in connection with servicing the Mortgage
                    Loans of a Relevant Trust including expenses related to the
                    collection of the Mortgage Loans, but excluding any expenses
                    relating to the enforcement and recovery of Mortgage Loans
                    provided that where the consent of a Mortgage Insurer is
                    required in order for an expense to be reimbursed by that
                    Mortgage Insurer, that consent must be obtained.

              6.3   All expenses reasonably and properly incurred by the
                    Servicer in connection with the enforcement and recovery of
                    defaulted Mortgage Loans of a Relevant Trust including
                    expenses relating to any court proceedings, arbitration or
                    other dispute are reimbursable out of the Assets of that
                    Relevant Trust.

               6.4  The fee payable to the Servicer is inclusive of GST. The
                    Servicer will provide the Issuer Trustee any reasonably
                    documentation required for GST purposes so as to enable the
                    Issuer Trustee to receive an input tax credit or tax refund
                    for tax purposes.

PART C - GENERAL

7     PAYMENTS
------------------------------------------------------------------------------
PAYMENTS GENERALLY

              7.1   Each payment to be made by a party to another party under
                    this agreement or a Supplemental Deed must be made on the
                    due date for payment in such manner as the Global Trust
                    Manager and Issuer Trustee may determine.

NO DEDUCTION

              7.2   Each payment to be made by the Servicer to the Issuer
                    Trustee or the Global Trust Manager under this agreement or
                    the relevant Supplemental Deed except to the extent agreed
                    to be set off under that Supplemental Deed must be made in
                    full, free and clear of any set off, restriction or
                    condition and without any deduction or withholding other
                    than as required by law.

8     NOTICES
------------------------------------------------------------------------------
NOTICES

              8.1   Any notice, approval, consent or other communication in
                    connection with this agreement:

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

                    (b)  must be in writing; and

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                                                                              18
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                   (c)  must be left at the address of the addressee or sent by
                        prepaid ordinary post to the address of the addressee
                        or sent by facsimile to the facsimile number of the
                        addressee, or sent by e-mail to the e-mail address of
                        the addressee specified in clause 8.2 or any other
                        address, facsimile number or e-mail address any party
                        may from time to time notify to the other parties as
                        its address for service of communications pursuant to
                        this agreement.

INITIAL ADDRESSES

              8.2   The initial address and facsimile numbers of each party are:

                        ISSUER TRUSTEE:

                        Address:    Level 3
                                    39 Hunter Street
                                    Sydney  NSW 2000
                        Facsimile:  61 2 9221 7870
                        Attention:  Manager, Securitisation
                        Email:      (as notified from time to time)

                        GLOBAL TRUST MANAGER:

                        Address:    7301 Baymeadows Way
                                    Jacksonville Florida  32256
                                    United States of America
                        Facsimile:  904 281 3062
                        Attention:  General Counsel
                        E-mail:     rjjacobs@homeside.com

                        SERVICER:

                        Address:    Level 1
                                    120 Spencer Street
                                    Melbourne  Vic 3000
                        Facsimile:  61 3 9601 7600
                        Attention:  Head of Servicing and Head of Securitisation
                        E-mail:     not applicable

TIME EFFECTIVE

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

RECEIPT

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

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

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

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                                                                              19
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                    (c)  in the case of an e-mail, on receipt by the sender of
                         an e-mail from the recipient stating that the e-mail
                         was delivered in its entirety and the contents and
                         attachments of the e-mail have been received.

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

9        AMENDMENTS TO THIS AGREEMENT
------------------------------------------------------------------------------
AMENDING POWER

              9.1   Subject to this clause 9.1 and to any approval required by
                    law and by clause 9.2, and provided that 10 Business Days
                    prior notice of the proposed amendment has been given to
                    each Current Rating Agency, the Issuer Trustee, the Global
                    Trust Manager and the Servicer by agreement may amend, add
                    to or revoke any provision of this agreement (including this
                    clause 9.1) as it applies to any Relevant Trust if the
                    amendment, addition or revocation:

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

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

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

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

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

                    (f)  in the reasonable opinion of the Issuer Trustee or of
                         legal counsel appointed by the Issuer Trustee is
                         required by, is a consequence of, is consistent with or
                         is appropriate or expedient as a consequence of, any
                         amendment to any statute, regulation or requirements of
                         any Governmental Agency (including, without limitation,
                         any amendment, addition or revocation which is in the
                         opinion of the Issuer Trustee appropriate or expedient
                         as a result of any amendment to any legislation dealing
                         with, or associated with, taxation or any

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                                                                              20
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                         ruling by the Commissioner or Deputy Commissioner of
                         Taxation or any government announcement or statement
                         that has or may have the effect of altering the manner
                         or basis of taxation of trusts generally or of trusts
                         similar to any of the Trusts).

CONSENT REQUIRED

              9.2   If in the reasonable opinion of the Issuer Trustee any
                    amendment, addition or revocation referred to in clause
                    9.1(d) will be or is likely to become prejudicial to the
                    interests of Noteholders of a particular Class of the
                    Relevant Trust or to the interests of all Noteholders of the
                    Relevant Trust, the amendment, addition or revocation may be
                    effected only if in accordance with clause 9.3 or 9.4 (as
                    the case may be).

AMENDMENTS PREJUDICIAL TO NOTEHOLDERS OF A CLASS

              9.3   Subject to clause 9.4, if in the opinion of the Issuer
                    Trustee any amendment, addition or revocation referred to in
                    clause 9.1(d) will be or is likely to become prejudicial to
                    the interests of Noteholders of a particular class, the
                    amendment, addition or revocation may only be effected if
                    the relevant Noteholders pass an Extraordinary Resolution
                    approving such amendment, addition or revocation in
                    accordance with this deed.

AMENDMENTS PREJUDICIAL TO ALL NOTEHOLDERS

              9.4   If in the opinion of the Issuer Trustee, any amendment,
                    addition or revocation referred to in clause 9.1(d) will be
                    or is likely to become prejudicial to the interests of all
                    Noteholders in respect of the Trust:

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

                    (b)  there will not be a separate Extraordinary Resolution
                         required for each class of Noteholders pursuant to
                         clause 9.3.

              9.5   The Issuer Trustee will be entitled to assume that any
                    proposed alteration, addition or revocation referred to in
                    clause 9 will not be materially prejudicial to the interests
                    of a Class of Noteholders or all Noteholders if each of the
                    Current Rating Agencies confirms in writing that if the
                    alteration, addition or revocation is effected this will not
                    lead to a reduction, qualification or withdrawal of the then
                    rating given, respectively, to the Class of Notes, or to
                    each Class of Notes, by the Current Rating Agency.

10       GOVERNING LAW
------------------------------------------------------------------------------
GOVERNING LAW

              10.1  This agreement is governed by the law in force in the
                    Australian Capital Territory and the rights, liabilities and
                    obligations of the Global Trust Manager, Issuer Trustee and
                    Servicer are governed by the laws in force in the Australian
                    Capital Territory.

<PAGE>

                                                                              21
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SUBMISSION TO JURISDICTION

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

SERVICE

              10.3  Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being delivered
                    to or left for that party at its address for service of
                    notices under clause 8.

11    LIMITED RECOURSE
------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).

12    COUNTERPARTS
------------------------------------------------------------------------------
                    This agreement may consist of a number of counterparts and
                    the counterparts taken together constitute one and the same
                    instrument.

EXECUTED as a agreement in the Australian Capital Territory.

<PAGE>

                                                                              22
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EXECUTION PAGE
--------------------------------------------------------------------------------
SIGNED by                                  )
on behalf of HOMESIDE GLOBAL               )
MBS MANAGER, INC. in the presence of:      )
                                           )
 .......................................    )
Signature of witness                       )
                                           )
 .......................................    )
Name of witness (block letters)            )
                                           )
 .......................................    )
Address of witness                         )
                                           )    ................................
 .......................................    )    By executing this agreement the
Occupation of witness                      )    signatory states that the
                                           )    signatory has received no
                                           )    notice of revocation of the
                                           )    authority pursuant to which this
                                                agreement is executed



SIGNED 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 agreement the
                                           )    attorney states that the
 .......................................    )    attorney has received no notice
Occupation of witness                      )    of revocation of the power of
                                                attorney


<PAGE>

                                                                              23
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SIGNED 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 agreement the
                                           )    attorney states that the
 .......................................    )    attorney has received no notice
Occupation of witness                      )    of revocation of the power of
                                           )    attorney