<PAGE>

                                                                   EXHIBIT 4.9

             -------------------------------------------------
               DATED                                    2001
                            HOMESIDE MORTGAGE
                         SECURITIES TRUST 2001-1
                          INITIAL SALE AGREEMENT

                    NATIONAL AUSTRALIA BANK LIMITED
                               ("SELLER")

                   HOMESIDE MORTGAGE SECURITIES INC.
                             ("DEPOSITOR")

                       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>

<TABLE>
<CAPTION>

CONTENTS        INITIAL SALE AGREEMENT                                       1
------------------------------------------------------------------------------
<S>                     <C>                                              <C>
                1        DEFINITIONS AND INTERPRETATION                    1

                2        OFFER TO SELL MORTGAGE LOANS                      2

                         Offer                                             2
                         Acknowledgment                                    3

                3        CONDITIONS PRECEDENT TO ISSUE OF OFFER AND
                         ACCEPTANCE BY THE DEPOSITOR                       3

                         Certification                                     3
                         Benefit of the Depositor                          3

                4        ACCEPTANCE OF THE INITIAL OFFER TO SELL           4

                         Binding agreement                                 4
                         Transfer in equity only                           4
                         Sale not to amount to assumption of
                         obligations                                       4
                         Future Receivables                                5

                5        REPRESENTATIONS AND WARRANTIES                    5

                         General                                           5
                         Repetition                                        6
                         Mortgage Portfolio                                6
                         Remedy                                            7

                6        TITLE PERFECTION EVENT                            8


                7        COSTS, CHARGES, EXPENSES AND INDEMNITIES          9


                8        MISCELLANEOUS                                    10

                         Certificate                                      10
                         Exercise of rights                               10
                         Waiver and variation                             10
                         Supervening legislation                          10
                         Approvals and consent                            10
                         Remedies cumulative                              11

                9        NOTICES                                          11

                         How given                                        11
                         Effective on receipt                             11
                         When received                                    11

                10       ENCUMBRANCES AND ASSIGNMENT                      12


                11       GOVERNING LAW, JURISDICTION AND SERVICE
                         OF PROCESS                                       12

                         Governing law                                    12
                         Jurisdiction                                     12
                         Service                                          12

                12       COUNTERPARTS                                     13


                ANNEXURE 1        QUALIFYING MORTGAGE LOANS               15

</TABLE>

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                                                                             1
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                                  HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                                  INITIAL SALE AGREEMENT

DATE:                                         2001

PARTIES:                          NATIONAL AUSTRALIA BANK LIMITED

                                  (ABN 12 004 044 937) having its registered
                                  office at Level 24, 500 Bourke Street,
                                  Melbourne Vic 3000 ("SELLER")

                                  HOMESIDE MORTGAGE SECURITIES, INC. of
                                  7301 Baymeadows Way, Jacksonville, Florida
                                  32256, USA (hereinafter included in the
                                  expression "DEPOSITOR")

RECITALS:

                         A.       The Depositor may acquire Mortgage Loans from
                                   the Seller.

                         B.       The parties to this agreement have agreed that
                                  the terms and conditions for the potential
                                  sale of Mortgage Loans will be the terms and
                                  conditions set out in this agreement and in
                                  any Initial Offer to Sell.

OPERATIVE PROVISIONS:

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

               1.1  The following words have these meanings in this agreement,
                    unless the contrary intention appears:

                    DEPOSITOR means HomeSide Mortgage Securities Inc., and any
                    person (including, without limitation, the Issuer Trustee in
                    its capacity as trustee of the Trust) to whom the Depositor
                    assigns the whole or any part of its rights under this
                    agreement with the prior written consent of the Seller.

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

                    TRUST means the HomeSide Mortgage Securities Trust 2001-1.

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. For the avoidance of doubt, 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 made in accordance with the Master Trust Deed.

<PAGE>

                                                                             2
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               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, with references to "deed" being construed as
                    references to "agreement".

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

2        OFFER TO SELL MORTGAGE LOANS
-------------------------------------------------------------------------------
SELLER MAY MAKE OFFER

               2.1  The Seller may make an offer to sell Mortgage Loans to the
                    Depositor in accordance with clause 2.2.

REQUIREMENTS FOR AN OFFER TO SELL MORTGAGE LOANS

               2.2  An offer to sell Mortgage Loans must:

                    (a)  comply with, and be accompanied by the materials
                         required by, the terms of this agreement;

                    (b)  be made by way of an Initial Offer to Sell, as executed
                         by the Seller and delivered to the Depositor; and

                    (c)  specify the Mortgage Loans the subject of the Initial
                         Offer to Sell.

NO OBLIGATION TO OFFER OR ACCEPT

               2.3  Nothing in this agreement obliges:

                    (a)  the Seller to sign and deliver any Initial Offer to
                         Sell; or

                    (b)  the Depositor to accept any Initial Offer to Sell
                         issued pursuant to clause 2.2.

OFFER

               2.4  Once given, an Initial Offer to Sell constitutes an offer by
                    the Seller to assign to the Depositor in equity with effect
                    from the relevant Acceptance Date the Seller's right, title
                    and interest in and to:

                    (a)  each Housing Loan comprising part of each Mortgage Loan
                         identified in the Initial Offer to Sell;

                    (b)  each Mortgage and each Collateral Security in relation
                         to each such Housing Loan;

                    (c)  any Property Insurance in relation to the Land which is
                         referable to each Housing Loan and Mortgage;

                    (d)  each Other Secured Liability which is in existence from
                         time to time in respect of each Mortgage and each
                         Collateral Security specified in clause 2.4(b);

                    (e)  the Monetary Rights from time to time in relation to
                         each such Housing Loan; and

<PAGE>

                                                                             3
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                    (f)  any Mortgage Title Documents from time to time in
                         relation to each such Housing Loan.

ACKNOWLEDGMENT

               2.5  The Seller acknowledges that, pursuant to section 166 of the
                    Consumer Credit Code, it remains the credit provider under
                    the Mortgage Loans for the purposes of the Consumer Credit
                    Code despite any acceptance by the Depositor of an Initial
                    Offer to Sell, unless and until the Depositor perfects its
                    legal title to the Mortgage Loans under clause 6 in which
                    case the Depositor or its assignee (if applicable) will
                    become the credit provider.

3     CONDITIONS PRECEDENT TO ISSUE OF OFFER AND ACCEPTANCE BY THE DEPOSITOR
-------------------------------------------------------------------------------
CONDITIONS PRECEDENT TO ISSUE OF OFFER

               3.1  The Seller must not make an offer in accordance with clause
                    2 unless and until it has given to the Depositor, in form
                    and substance reasonably satisfactory to the Depositor, the
                    following:

                    (a)  a certified copy of the power of attorney under which
                         the Transaction Documents have been (or, in relation to
                         an Initial Offer to Sell, will be) executed by the
                         Seller;

                    (b)  the number of Powers of Attorney (such number to be
                         notified by the Depositor to the Seller from time to
                         time) executed by the Seller;

                    (c)  a legal opinion from Mallesons Stephen Jaques,
                         solicitors, addressed to the Depositor (amongst
                         others);

                    (d)  a letter addressed to the Depositor from each provider
                         of Lender's Mortgage Insurance acknowledging the sale
                         of the Mortgages; and

                    (e)  such other matters, acts or things as the Depositor may
                         reasonably request prior to the date of this agreement.

CERTIFICATION

               3.2  Anything required to be certified under this clause 3 must
                    be certified by an Authorised Person of the Seller as being
                    true and complete as at a date no earlier than the date of
                    issue of an offer pursuant to clause 2.

BENEFIT OF THE DEPOSITOR

               3.3  The conditions precedent set out in this clause 3 are for
                    the benefit of the Depositor and any of them may be waived
                    by the Depositor in its absolute discretion.

<PAGE>
                                                                             4
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4        ACCEPTANCE OF THE INITIAL OFFER TO SELL
-------------------------------------------------------------------------------
               4.1  The Depositor may only accept an Initial Offer to Sell by
                    paying the Purchase Price to the Seller in cleared funds by
                    no later than 4.00 pm on the Acceptance Date.

BINDING AGREEMENT

               4.2  Acceptance of an Initial Offer to Sell by the Depositor in
                    accordance with clause 4.1 will constitute:

                    (a)  a legal, valid and binding agreement between the Seller
                         and the Depositor on the terms contained in this
                         agreement and the relevant Initial Offer to Sell; and

                    (b)  without any further act or instrument by the parties,
                         an immediate assignment in equity of the Seller's
                         entire right, title and interest in each of the items
                         referred to in clause 2.4 with effect from the relevant
                         Acceptance Date.

TRANSFER IN EQUITY ONLY

               4.3  Unless otherwise specified, any sale, transfer or assignment
                    to the Depositor of the items referred to in clause 2.4 is
                    equitable only. Unless and until the Depositor protects its
                    title and interest in and to such items in accordance with
                    this agreement, the Master Trust Deed and the relevant
                    Supplemental Deed, the Depositor must not:

                    (a)  take any steps to protect its title and interest in and
                         to those items; or

                    (b)  disclose any information in respect of any sale,
                         transfer or assignment, or give any notice to, or
                         communicate with, any Debtor or Security Provider,

                    except in accordance with this agreement. The Depositor must
                    not lodge any Transfer in respect of a Mortgage with the
                    land titles office of any State or Territory of Australia
                    unless, and until, the Depositor or the Issuer Trustee of
                    the Trust declares that a Title Perfection Event has
                    occurred. The Depositor may lodge a caveat if it has actual
                    notice of the Seller taking action which will, or is likely
                    to, adversely affect the Depositor's equitable ownership of
                    the Mortgage Loan.

SALE NOT TO AMOUNT TO ASSUMPTION OF OBLIGATIONS

               4.4  (a)  Any sale of Mortgage Loans to the Depositor as
                         contemplated by this agreement and an Initial Offer to
                         Sell does not constitute an assumption by the Depositor
                         of any obligation or liability of the Seller or of any
                         other person in relation to such Mortgage Loans or any
                         other item referred to in clause 2.4. In particular,
                         the Seller retains the obligation to make such further
                         advances or provide such other financial accommodation
                         as the Seller was required to make or provide under
                         such Mortgage Loans.

                    (b)  If, after the sale of any Mortgage Loans to the
                         Depositor, with the consent of the Depositor, the
                         cashflows or collections in

<PAGE>

                                                                             5
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                         respect of those Mortgage Loans are adjusted or
                         renegotiated in any manner, the Depositor is the
                         person who is subject to the renegotiated or adjusted
                         terms, and not the Seller.

FUTURE RECEIVABLES

               4.5  Without limiting the effect of any assignment of the items
                    referred to in clause 2.4 occurring upon the Depositor
                    accepting an Initial Offer to Sell in accordance with this
                    agreement, the Seller's right, title and interest in respect
                    of any such items arising after the relevant Acceptance Date
                    form part of the rights assigned to the Depositor and,
                    immediately following the making of any additional financial
                    accommodation under a Mortgage Loan, vest in the Depositor
                    in accordance with the assignment of those items pursuant to
                    this agreement.

5        REPRESENTATIONS AND WARRANTIES
-------------------------------------------------------------------------------
GENERAL

               5.1  The Seller represents and warrants to the Depositor that:

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

                    (b)  it has power to enter into and observe its obligations
                         under the Transaction Documents to which it is a party
                         and to carry out the transactions contemplated by those
                         documents;

                    (c)  each authorisation which is required in relation to:

                         (i)   the execution, delivery and performance by it of
                               the Transaction Documents to which it is a party
                               and the transactions contemplated by those
                               documents; and

                         (ii)  the validity and enforceability of those
                               documents,

                         has been obtained or effected. Each is in full force
                         and effect. It has complied with such authorisation and
                         has paid all applicable fees for each of them;

                    (d)  its obligations under the Transaction Documents to
                         which it is a party are valid and binding and are
                         enforceable against it in accordance with their terms
                         (subject to laws relating to insolvency and creditors'
                         rights generally);

                    (e)  the execution, delivery and performance by it of the
                         Transaction Documents to which it is a party does not
                         and will not violate in any respect any material
                         provision of:

                         (i)   any law, regulation, authorisation, ruling,
                               consent, judgement, order or decree of any
                               Governmental Agency;

<PAGE>

                                                                             6
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                         (ii)  its constitution;

                    (f)  no Insolvency Event has occurred in respect of it;

                    (g)  it does not enter into any Transaction Document in the
                         capacity of a trustee of any trust or settlement; and

                    (h)  it benefits by executing each Transaction Document to
                         which it is a party.

REPETITION

               5.2  The representations and warranties in clause 5.1 are made by
                    the Seller on the date of this agreement and on the date
                    each offer is made pursuant to clause 2 and on the relevant
                    Acceptance Date for the relevant offer.

MORTGAGE PORTFOLIO

               5.3  The Seller represents and warrants to the Depositor that the
                    following will be true and correct in relation to each
                    Mortgage Loan specified in an offer made pursuant to clause
                    2 as at the Acceptance Date:

                    (a)  at the time the Seller entered into the related Housing
                         Loan, the related Mortgage, the Loan Agreement and each
                         Collateral Security complied in all material respects
                         with all applicable laws;

                    (b)  the related Mortgage and each Collateral Security have
                         been or will be duly stamped;

                    (c)  the terms of the related Housing Loan, and related
                         Mortgage or Collateral Security, have not been
                         impaired, waived, altered or modified in any respect,
                         except by a written instrument forming part of the
                         Mortgage Title Documents;

                    (d)  the related Housing Loan, related Mortgage and any
                         Collateral Security are enforceable in accordance with
                         their terms against the relevant Debtor;

                    (e)  the Mortgage Loan is a Qualifying Mortgage Loan,
                         satisfying the requirements set out in Annexure 1 to
                         this agreement;

                    (f)  at the time the Seller entered into the related Housing
                         Loan, it did so in good faith;

                    (g)  at the time that the Seller entered into the related
                         Housing Loan, the Housing Loan was originated in the
                         ordinary course of the Seller's business;

                    (h)  at the time the Seller entered into the related Housing
                         Loan, it had not received any notice of the insolvency
                         or bankruptcy of the Debtor or that the Debtor did not
                         have the legal capacity to enter into the Housing Loan;

<PAGE>

                                                                             7
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                    (i)  the Seller is the sole legal and beneficial owner of
                         the Mortgage Loan and no Encumbrance exists in relation
                         to its right, title and interests in the Mortgage Loan;

                    (j)  it holds all documents necessary to enforce the
                         provisions of, and the security created by, the related
                         Mortgage and each Collateral Security;

                    (k)  it has not received notice from any person that claims
                         to have an Encumbrance ranking in priority to or equal
                         with the related Mortgage or Collateral Security;

                    (l)  except if the Mortgage Loan is subject to a fixed rate
                         of interest at any time and except as may be provided
                         by applicable laws or any Binding Provision, the
                         interest payable on the related Housing Loan is not
                         subject to any limitation and no consent, additional
                         memoranda or other writing is required from the Debtor
                         to give effect to a change in the interest rate payable
                         on the relevant Housing Loan and any change will be
                         effective on notice being given to the Debtor in
                         accordance with the terms of the Housing Loan;

                    (m)  it is lawfully entitled to assign the Mortgage Loan
                         upon the terms and conditions of the relevant Initial
                         Offer to Sell and no consent to the sale and assignment
                         of the Mortgage Loan or notice of that sale and
                         assignment is required to be given by or to any person
                         including, without limitation, any Debtor;

                    (n)  upon the acceptance of the offer contained in an
                         Initial Offer to Sell, beneficial ownership of the
                         Mortgage Loan will vest in the Depositor free and clear
                         of all Encumbrances; and

                    (o)  the sale of the Mortgage Loan will not be held by a
                         court to constitute a transaction at an undervalue, a
                         fraudulent conveyance or a voidable preference under
                         any insolvency laws.

REMEDY

               5.4  (a)  (a) If the Seller or the Depositor becomes aware within
                         120 days after the Closing Date ("PRESCRIBED DATE")
                         that any representation or warranty given under clause
                         5.3 in respect of a Mortgage Loan is materially
                         incorrect when made or taken to be made (provided that
                         if either of those parties makes such a finding, it
                         must give such notice with all relevant details to the
                         other and each Current Rating Agency within 5 Business
                         Days of becoming aware but in any event not later than
                         5 Business Days prior to the Prescribed Date) and the
                         Seller does not remedy the breach to the satisfaction
                         of the Depositor within that period of 5 Business Days
                         or any longer period that the Issuer Trustee permits,
                         then without any further action required by the
                         Depositor, the Depositor's interest in the Mortgage
                         Loan will, on the Prescribed Date, be transferred to
                         the Seller. The Seller must pay to the Depositor the
<PAGE>

                                                                             8
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                         Outstanding Principal Balance of the Housing Loan which
                         comprises part of that Mortgage Loan as at the
                         Prescribed Date together with any accrued but unpaid
                         interest and any outstanding fees and other amounts
                         (excluding any Servicer's Collections) due as at the
                         Prescribed Date under such Housing Loan. The Depositor
                         will, however, retain all Collections received in
                         connection with such Housing Loan from the Acceptance
                         Date to the Prescribed Date.

                    (b)  If a representation or warranty given under clause 5.3
                         in respect of a Mortgage Loan is found or is notified
                         by the Seller after the Prescribed Date to be
                         incorrect, the Seller must pay damages to the Depositor
                         for any direct loss suffered by the Depositor as a
                         result. The maximum amount which the Seller is liable
                         to pay is the Outstanding Principal Balance of the
                         Housing Loan which comprises part of that Mortgage Loan
                         at the time of payment of the damages. This is the
                         Depositor's only remedy for a breach of any
                         representation and warranty which is found after the
                         Prescribed Date.

                    (c)  If a breach of a representation or warranty in relation
                         to the Mortgage Loans occurs, the Seller is obliged to
                         pay damages to the Depositor in accordance with clause
                         5.4(b) within 14 Business Days of receipt of notice
                         from the Depositor.

               5.5  The Seller acknowledges that the Depositor may assign to the
                    Issuer Trustee its rights and obligations under this
                    agreement (including, without limitation, the benefit of the
                    representations and warranties given by the Seller under
                    clause 5 of this agreement) and that, upon any such
                    assignment, the Issuer Trustee can enforce the relevant
                    provisions of this agreement against the Seller.

6        TITLE PERFECTION EVENT
-------------------------------------------------------------------------------
TITLE PERFECTION EVENT

               6.1  If a Title Perfection Event is subsisting, the Depositor may
                    by notice in writing to the Seller declare that a Title
                    Perfection Event has occurred.

PERFECTION OF TITLE

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

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

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

<PAGE>

                                                                             9
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                    (c)  give notice of its interest in, and title to, the
                         relevant Mortgage Loans to any other interested person;
                         and

                    (d)  require each relevant Debtor to make all payments in
                         respect of the relevant Mortgage Loans to the
                         Collections Account.

POWER OF ATTORNEY

               6.3  The Depositor must only use a Power of Attorney to execute
                    Transfers in respect of Mortgages forming part of the
                    Purchased Mortgage Loans and only then if it has declared a
                    Title Perfection Event in accordance with clause 6.2.

INDEMNITY

               6.4  The Seller indemnifies the Depositor and each of its
                    successors and assigns against all loss arising from, and
                    any costs, damages, charges and expenses incurred in
                    connection with the Depositor protecting its interest in,
                    and title to, the Mortgages forming part of the Purchased
                    Mortgage Loans after a Title Perfection Event has occurred,
                    including all registration fees, stamp duty, legal fees and
                    disbursements, and the cost of preparing and transmitting
                    all necessary documentation.

7        COSTS, CHARGES, EXPENSES AND INDEMNITIES
------------------------------------------------------------------------------
AMOUNTS PAYABLE ON DEMAND

               7.1  The Seller agrees to pay or reimburse the Depositor on
                    demand for:

                    (a)  the costs, charges and expenses of the Depositor in
                         connection with any consent, approval, exercise or
                         non-exercise of rights (including, without limitation,
                         in connection with the contemplated or actual
                         enforcement or preservation of any rights under any
                         Transaction Document), waiver, variation, release or
                         discharge in connection with any Transaction Document;
                         and

                    (b)  Taxes and fees (including, without limitation,
                         registration fees) and fines and penalties in respect
                         of fees, which may be payable or determined to be
                         payable in connection with any Transaction Document or
                         a payment or receipt or any other transaction
                         contemplated by any Transaction Document; and

                    including in each case, without limitation, legal costs and
                    expenses on a full indemnity basis or solicitor and own
                    client basis, whichever is the higher.

SELLER INDEMNITY

               7.2  The Seller indemnifies the Depositor and each of its
                    successors and assigns against any liability or loss arising
                    from, and any costs, charges and expenses incurred in
                    connection with:

                    (a)  the payment, omission to make payment or delay in
                         making payment of an amount referred to in clause 7.1;

<PAGE>

                                                                            10
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                    (b)  any failure by the Seller to comply with its
                         obligations under a Transaction Document; or

                    (c)  a Title Perfection Event, including, without
                         limitation, liability, loss, costs, charges or expenses
                         on account of funds borrowed, contracted for or used to
                         fund any amount payable or expense incurred under a
                         Transaction Document and including in each case,
                         without limitation, legal costs and expenses on a full
                         indemnity basis or solicitor and own client basis,
                         whichever is the higher.

8        MISCELLANEOUS
------------------------------------------------------------------------------
CERTIFICATE

               8.1  A certificate signed by the Depositor or its solicitors
                    about a matter or about a sum payable to the Depositor in
                    connection with a Transaction Document is sufficient
                    evidence of the matter or sum stated in the certificate
                    unless the matter or sum is proved to be false.

EXERCISE OF RIGHTS

               8.2  The Depositor may exercise a right, power or remedy at its
                    discretion, and separately or concurrently with another
                    right, power or remedy. A single or partial exercise of a
                    right, power or remedy by the Depositor does not prevent a
                    further exercise of that or an exercise of any other right,
                    power or remedy. Failure by the Depositor to exercise or
                    delay in exercising a right, power or remedy does not
                    prevent its exercise. The Depositor is not liable for any
                    loss caused by the exercise or attempted exercise of,
                    failure to exercise, or delay in exercising the right, power
                    or remedy, whether or not cause by the Depositor's
                    negligence.

WAIVER AND VARIATION

               8.3  A provision of or a right created under this agreement may
                    not be waived or varied except in writing signed by the
                    party or parties to be bound.

SUPERVENING LEGISLATION

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

APPROVALS AND CONSENT

               8.5  The Depositor may give conditionally or unconditionally or
                    withhold its approval or consent in its absolute discretion
                    unless this agreement expressly provides otherwise.

<PAGE>

                                                                             11
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REMEDIES CUMULATIVE

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

9        NOTICES
------------------------------------------------------------------------------
HOW GIVEN

               9.1  A notice, approval, consent or other communication in
                    connection with a Transaction Document:

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

                    (b)  must be in writing;

                    (c)  must be marked for the attention of the person referred
                         to below; and

                    (d)  must be left at the address of the addressee, or sent
                         by prepaid ordinary post (airmail if posted to or from
                         a place outside Australia) to the address of the
                         addressee or sent by facsimile to the facsimile number
                         of the addressee, or sent by e-mail to the e-mail
                         address of the addressee, or if the addressee notifies
                         another address, facsimile number or e-mail address
                         then to that address, facsimile number or e-mail
                         address.

                         The address and facsimile number of each party is:

                                  THE SELLER:

                                  Address:   Level 24
                                             500 Bourke Street
                                             Melbourne  Victoria 3000
                                             Australia
                                  Facsimile: 61 3 8641 4927
                                  Attention: Company Secretary

                                  THE DEPOSITOR:

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

EFFECTIVE ON RECEIPT

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

WHEN RECEIVED

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

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                                                                            12
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                    (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 facsimile, on production of a
                         transmission report by the machine from which the
                         facsimile was sent which indicates that the facsimile
                         was sent in its entirety to the facsimile number of the
                         recipient notified for the purpose of this clause; and

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

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

10       ENCUMBRANCES AND ASSIGNMENT
-------------------------------------------------------------------------------
                    The Seller may not, without the consent of the Depositor,
                    create or allow to exist an Encumbrance over or an interest
                    in any Transaction Document or assign or otherwise dispose
                    of or deal with its rights under any Transaction Document.
                    The Depositor at any time may do any of these things as the
                    Depositor sees fit provided that it notifies the Seller of
                    any such action as soon as reasonably practicable.

11       GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
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GOVERNING LAW

               11.1 This agreement is governed by the law in force in the
                    Australian Capital Territory and the rights, liabilities and
                    obligations of the Seller and the Depositor are governed by
                    the laws in force in the Australian Capital Territory.

JURISDICTION

               11.2 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

               11.3 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 9.

<PAGE>

                                                                              13
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12       COUNTERPARTS
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                                  This agreement may consist of a number of
                                  counterparts and the counterparts taken
                                  together constitute one and the same
                                  instrument.

EXECUTED as an agreement.


<PAGE>
                                                                             14
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EXECUTION PAGE
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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 of
Occupation of witness                       )  revocation of the power of
                                            )  attorney




SIGNED by                                   )
on behalf of HOMESIDE MORTGAGE              )
SECURITIES INC. in the presence of:         )
                                            )
 ..........................................  )
Signature of witness                        )
                                            )
 ..........................................  )
Name of witness (block letters)             )
                                            )
 ..........................................  )  .................................
Address of witness                          )  By executing this agreement the
                                            )  signatory states that the
 ..........................................  )  signatory has received no notice
Occupation of witness                       )  of revocation of the authority
                                            )  pursuant to which it executes
                                            )  this agreement
                                            )


<PAGE>

                                                                            15
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ANNEXURE 1            QUALIFYING MORTGAGE LOANS
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                    A Mortgage Loan is a Qualifying Mortgage Loan if, at the
                    time it is identified in an Initial Offer to Sell, it
                    satisfies the following eligibility criteria:

                    (a)  it is due from a Qualifying Debtor;

                    (b)  it is repayable in Australian dollars;

                    (c)  the term of the related Housing Loan does not exceed 30
                         years;

                    (d)  it is freely capable of being dealt with by the Seller
                         as contemplated by this agreement and any Initial Offer
                         to Sell;

                    (e)  each related Housing Loan is secured by a Mortgage over
                         Land which is either:

                         (i)   a first ranking mortgage; or

                         (ii)  a second ranking mortgage where:

                               (A)  there are two mortgages over the Land
                                    securing the Mortgage Loan and the Seller is
                                    the first mortgagee; and

                               (B)  the first ranking mortgage is also being
                                    acquired by the Depositor;

                    (f)  the Land subject to a Mortgage has erected on it a
                         residential dwelling which is not under construction;

                    (g)  each Mortgage Loan is, or will by the Closing Date be,
                         insured under a Mortgage Insurance Policy;

                    (h)  no Housing Loan is a Defaulted Housing Loan as at the
                         relevant Cut-Off Date;

                    (i)  no Housing Loan was made to an employee of the Seller
                         or its affiliates with a concessional rate of interest;

                    (j)  each Housing Loan is fully drawn (other than to the
                         extent to which redraws are available to the Debtor
                         under such Housing Loan) at the Acceptance Date;

                    (k)  it has a total principal amount outstanding of no more
                         than A$505,000 as at the Cut-Off Date; and

                    (l)  it is scheduled to mature at least 1 year prior to the
                         Final Maturity Date of the Notes.