<PAGE>


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



                                HOMESIDE MORTGAGE
                            SECURITIES TRUST 2001-1
                               SUPPLEMENTAL DEED



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






                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                                    Level 60
                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                    Ref: SRF



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                                                                               1
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CONTENTS                HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                        SUPPLEMENTAL DEED
--------------------------------------------------------------------------------

                       PART 1 - INTERPRETATION                                2

                       1     INTERPRETATION                                   2

                             Definitions                                      2
                             Transaction Document                             16
                             Limited to Trust                                 16
                             Definitions and consistency                      16
                             Master Security Trust Deed                       16
                             Register                                         16
                             Transfer of Notes                                17
                             Reporting Statement                              17
                             Definitions Schedule                             17
                             Support Facilities                               18
                             Master Trust Deed                                18

                       PART 2 - THE TRUST AND ITS ASSETS                      19

                       2     TRUST                                            19

                             Name of Trust                                    19
                             Determination of final Payment Date              19
                             Realisation of Assets of the Trust               19
                             Conditions of Sale during 180 days               19
                             Right of refusal                                 20
                             Sale at lower price                              20
                             Conditions of sale after 180 days                20
                             Further conditions of sale after 180 days        21
                             Procedures pending winding-up                    21
                             Costs on winding-up of the Trust                 22
                             Calculation of Final Distributions               22
                             Final Distributions                              22

                       3     ENTITLEMENT OF BENEFICIARIES                     22

                             Issue of Units                                   22
                             Residual Capital Unit                            23
                             Residual Income Unit                             23
                             Unit Register                                    24
                             Transfer of Units                                24
                             Limit on rights                                  25

                       4     CONSUMER CREDIT CODE                             25

                             Right of indemnity - Consumer Credit Legislation 25
                             Servicer                                         25

                       5     REPURCHASE OPTION                                26

                             Clean-Up offer                                   26
                             Calculation                                      26
                             Acceptance                                       26
                             Consent of Noteholders                           26
                             Reconveyance                                     26
                             Clean-Up Amount                                  27
<PAGE>
                                                                               2
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                             Purchase of Defaulted Loans                      28

                       6     MORTGAGE LOANS                                   28

                             Requirement to satisfy                           28

                       PART 3 - THE NOTES                                     29

                       7     PURPOSE                                          29

                             Purpose                                          29
                             Criteria                                         29
                             General                                          29

                       8     TERMS OF ISSUE OF THE NOTES                      29

                             Notes to be issued                               29
                             Form, constituent documents and denomination of
                             the Notes                                        30
                             Issue of Redraw Notes                            30
                             Initial Invested Amount of the Notes             31
                             Interest on the Class A Notes                    31
                             Interest on the A$ Notes                         31
                             Overdue interest                                 31
                             Redemption                                       32
                             Issuer Trustee's Covenant to the Noteholders     32
                             Register                                         33
                             Transfer and Transmission of Notes               33
                             Taxation                                         33
                             Prescription                                     34
                             Rounding of Payments                             34
                             Call Option                                      34
                             Redemption for Taxation or Other Reasons         34

                       9     CONDITIONS PRECEDENT                             36

                             Conditions precedent to the issue of Notes       36

                       10    REPRESENTATIONS AND WARRANTIES                   37

                             Representations and Warranties                   37
                             Trust representations and warranties             38

                       11    PAYMENTS                                         38

                             Manner                                           38
                             Cleared Funds                                    39

                       PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND
                             PAYMENTS                                         40

                       12    COLLECTIONS                                      40

                             Establishment of Collections Account with
                             Servicer                                         40
                             Remittance to Collection Account                 40
                             Servicer's Collections                           40

                       13    TERMINATION OF THE SWAPS AND APPLICATION OF
                             THRESHOLD RATE                                   40

                             Calculation of Threshold Rate                    40
                             Termination of Basis Swap or Fixed Rate Swap     41
                             Servicer's Discretion                            41
                             Issuer Trustee's power                           42

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                                                                               3
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                             Termination of Linked Deposit Accounts           42
                             Gross Up for Linked Deposit Accounts             42

                       14    CASHFLOW ALLOCATION METHODOLOGY                  42

                             General                                          42
                             Collection Period                                42
                             Finance Charge Collections                       42
                             Calculation of Available Income                  43
                             Principal Draw                                   43
                             Liquidity Drawing                                44
                             Calculation and application of Total Available
                             Income                                           44
                             Required Payments (Interest waterfall)           44
                             Excess Available Income                          46
                             Principal Collections                            47
                             Redraw Shortfall                                 47
                             Principal Distributions                          48
                             Payments of Principal on the Notes and to the
                             Redraw Facility Provider                         49
                             Principal Charge-Offs                            50
                             Carryover Principal Charge-Offs                  51
                             Increases                                        51
                             Early Repayment Costs                            52
                             Application of proceeds following an Event of
                             Default                                          52
                             Excluded Amount                                  54

                       15    DETERMINATIONS BY GLOBAL TRUST MANAGER           54

                             Determinations by Global Trust Manager           54

                       16    GLOBAL TRUST MANAGER, ISSUER TRUSTEE AND
                             SERVICER FEES                                    55

                             Global Trust Manager's fee                       55
                             Issuer Trustee's fee                             55
                             Servicer's fee                                   56
                             Fee and GST                                      56

                       PART 5 - GENERAL                                       57

                       17    NOTICES                                          57

                             Notices                                          57
                             Deemed receipt                                   58

                       18    COUNTERPARTS                                     58

                       19    DAMAGES                                          58

                             Claim for Damages                                58
                             Allocation of Damages                            59

                       20    MISCELLANEOUS                                    59

                             Certificate                                      59
                             Exercise of rights                               59
                             Waiver and variation                             59
                             Supervening legislation                          59
                             Approvals and consent                            59
                             Remedies cumulative                              60
                             Indemnities                                      60
                             Time of the essence                              60
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                                                                               4
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                             Receipts                                         60
                             Acknowledgment                                   60
                             Disclosure of information                        60
                             Rights cumulative                                60
                             Signatures                                       61

                       21    GOVERNING LAW                                    61

                             Governing Law                                    61
                             Submission to jurisdiction                       61
                             Service                                          61

                       22    LIMITED RECOURSE - ISSUER TRUSTEE                61

                       23    SELLER TRUST                                     61

                             Constitution of Seller Trust                     61
                             Declaration of Trust                             62
                             Entitlement                                      62
                             Dealing with assets                              62
                             Treatment of Shared Collateral                   62
                             Proceeds                                         63
                             Claw-Back                                        64
                             Duties                                           64
                             Indemnity                                        64
                             Termination                                      64
                             Transfer                                         64
                             Other liabilities                                65
                             Shared Securities                                65

                       24    SELLER PROVISIONS                                65

                             Set-Off                                          65
                             Seller Downgrade                                 65
                             Reduction or increase of Seller Deposit          66
                             Interest on Seller Deposit                       67
                             Seller Upgrade                                   67
                             Termination of Trust or Amendments to Mortgage
                             Loans                                            67
                             Withdrawals from the account                     68

                       SCHEDULE 1  REGISTER                                   69

                       SCHEDULE 2  TRANSFER OF NOTES                          72

                       SCHEDULE 3  STEPDOWN PERCENTAGE                        76




<PAGE>
                                                                               1
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                       HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                       SUPPLEMENTAL DEED

DATE:                                             2001

PARTIES:               PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
                       in its capacity as trustee of the Trust having its
                       registered office at Level 7, 39 Hunter Street, Sydney
                       NSW 2000 (hereinafter included in the expression
                       "ISSUER TRUSTEE")
                       HOMESIDE GLOBAL MBS MANAGER, INC having an office at 7301
                       Baymeadows Way, Jacksonville, Florida 32256, United
                       States of America ("GLOBAL TRUST MANAGER")
                       NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
                       having its registered office at Level 24, 500 Bourke
                       Street, Melbourne, Victoria 3000 (in its capacity as
                       "SELLER")
                       P.T. LIMITED (ABN 67 004 454 666) in its capacity as
                       security trustee of the Security Trust having its
                       registered office at Level 7, 39 Hunter Street, Sydney
                       NSW 2000 (hereinafter included in the expression
                       "SECURITY TRUSTEE")
                       NATIONAL AUSTRALIA BANK LIMITED (TRADING AS HOMESIDE)
                       (ABN 12 004 044 937) having its registered office at
                       Level 24, 500 Bourke Street, Melbourne, Victoria 3000 (in
                       its capacity as "SERVICER")

RECITALS:
                 A.    By the Master Trust Deed, provision was made for the
                       establishment of the Trust pursuant to a Notice of
                       Creation of Trust, which will be regulated by this deed.

                 B.    The Issuer Trustee may acquire Mortgage Loans.

                 C.    The Security Trustee will hold a security interest over
                       the Assets of the Trust under the Master Security Trust
                       Deed and the Deed of Charge.

                 D.    The Servicer will be appointed to service the Mortgage
                       Loans, which, from time to time, will comprise Assets of
                       the Trust under, the Servicing Agreement and this deed.

                 E.    The Issuer Trustee, at the direction of the Global Trust
                       Manager, may obtain funds by issuing the Notes in
                       accordance with the terms of this deed.

                 F.    The parties to this deed have agreed that the terms and
                       conditions for the constitution of the Trust and the
                       issuing of the Notes in respect of the Trust will be the
                       terms and conditions set out in the Master Trust Deed and
                       this deed.


<PAGE>
                                                                               2
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OPERATIVE PROVISIONS:

PART 1 - INTERPRETATION

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

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

                        A$ means the lawful currency of the Commonwealth of
                        Australia.

                        A$ CLASS A INTEREST AMOUNT means, in respect of a Class
                        A Note, a Payment Date and the Interest Period ending on
                        (but excluding) that Payment Date, an amount calculated
                        as follows:

                             A  =  B  x  C  x   N
                                               ---
                                               365

                        where:

                        A  =  the A$ Class A Interest Amount for that Interest
                              Period;

                        B  =  the Total Invested Amount of the Class A Notes
                              on the Determination Date immediately preceding
                              the commencement of that Interest Period;

                        C  =  the A$ Class A Interest Rate for that Interest
                              Period; and

                        N  =  the number of days in that Interest Period.

                        A$ CLASS A INTEREST RATE means, in respect of a Class A
                        Note, a Payment Date and the Interest Period ending on
                        (but excluding) that Payment Date, the aggregate of:

                        (a)   the Bank Bill Rate for that Interest Period; and

                        (b)   the A$ Class A Margin for that Class A Note.

                        A$ CLASS A MARGIN, in respect of a Class A Note, has the
                        same meaning as the "Spread" specified under the heading
                        "A$ Floating Amounts payable by Party B" in the
                        confirmation for each Currency Swap.

                        A$ CLASS A PRINCIPAL means, in relation to a Payment
                        Date, the aggregate of:

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the A$ Class A Principal
                              pursuant to clause 14.13(e); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to the A$ Class A
                              Principal pursuant to clauses 14.10(a)(i) and
                              14.10(b)(i).


<PAGE>
                                                                               3
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                        A$ EQUIVALENT means, in relation to an amount which is
                        calculated, determined or expressed in US$ or which
                        includes a component determined or expressed in US$,
                        that US$ amount or US$ component (as the case may be)
                        multiplied by the A$ Exchange Rate and expressed in A$.

                        A$ EXCHANGE RATE means the "A$ Exchange Rate" specified
                        under the heading "Exchange Rates" in the confirmation
                        for each Currency Swap.

                        A$ NOTE means a Class B Note and a Redraw Note, as the
                        case may be.

                        A$ NOTE INTEREST AMOUNT means, in respect of an A$ Note,
                        a Payment Date and the Interest Period ending on (but
                        excluding) that Payment Date, the amount calculated in
                        accordance with clause 8.7 for that A$ Note.

                        A$ NOTE INTEREST RATE means, in respect of an A$ Note, a
                        Payment Date and the Interest Period ending on (but
                        excluding) that Payment Date, the aggregate of:

                        (a)   the Bank Bill Rate for that Interest Period; and

                        (b)   the A$ Note Margin for that A$ Note.

                        A$ NOTE MARGIN means, in relation to an A$ Note, the
                        margin (expressed as a percentage per annum) notified by
                        the Global Trust Manager for the relevant A$ Note in
                        accordance with the Dealer Agreement (in the case of the
                        Class B Notes) or as determined by the Global Trust
                        Manager under clause 8.3 of this deed (in the case of
                        Redraw Notes), as the case may be, and advised by the
                        Global Trust Manager to the Issuer Trustee.

                        AGGREGATE STATED AMOUNT means, on any Determination
                        Date, the aggregate of the A$ Equivalent of the Stated
                        Amounts of the relevant Notes at that time.

                        AVAILABLE INCOME means, for any period, the amount
                        calculated in accordance with clause 14.4.

                        AVAILABLE LIQUIDITY AMOUNT has the meaning given to it
                        in the Liquidity Facility Agreement.

                        AVAILABLE REDRAW AMOUNT has the meaning given to it in
                        the Redraw Facility Agreement.

                        BANK BILL RATE means, in respect of any Interest Period,
                        the rate expressed as a percentage per annum:

                        (a)   calculated by taking the rate appearing on the
                              Reuters screen BBSW page at or about 10.15 am
                              (Melbourne time) on the first day of that Interest
                              Period for each bank so quoting (being no fewer
                              than five) as being the mean buying and selling
                              rate for a bill (which for the purpose of this
                              definition means a bill of exchange of the type
                              specified for the purpose of quoting on the
                              Reuters screen BBSW page) having a tenor of 90
                              days after


<PAGE>
                                                                               4
--------------------------------------------------------------------------------
                        eliminating the highest and the lowest mean rates and
                        taking the average of the remaining mean rates (rounded
                        up, if necessary, to the nearest four decimal places);

                        (b)   if fewer than five banks quote on the Reuters
                              screen BBSW page, the rate calculated as above by
                              taking the rates otherwise quoted by five banks
                              otherwise authorised to quote rates on the Reuters
                              screen BBSW page at or about 10.15 am (Melbourne
                              time) for a bill of exchange having a tenor of 90
                              days; or

                        (c)   if a rate cannot be determined in accordance with
                              the procedures in (a) or (b), the rate specified
                              in good faith by the Global Trust Manager at or
                              around that time on that day, having regard, to
                              the extent possible, to comparable indices then
                              available as to the rate otherwise bid and offered
                              for bills of exchange having a tenor of 90 days,

                        provided that, in respect of the first Interest Period
                        if the Interest Period is less than 90 days, the Bank
                        Bill Rate for that Interest Period will be the Bank Bill
                        Rate for 90 days and if the first Interest Period is
                        greater than 90 days, the Bank Bill Rate for that
                        Interest Period will be calculated by the Global Trust
                        Manager to be a linear interpolated rate for the
                        relevant period.

                        BASIS SWAP means an ISDA Master Agreement, the schedule
                        relating to it and each confirmation between the Basis
                        Swap Provider, the Issuer Trustee and the Global Trust
                        Manager under which the Issuer Trustee pays to the Basis
                        Swap Provider an amount in respect of Purchased Mortgage
                        Loans that do not bear interest at a fixed rate and
                        under which the Basis Swap Provider pays to the Issuer
                        Trustee an amount calculated by reference to the Bank
                        Bill Rate.

                        BASIS SWAP PROVIDER means National Australia Bank
                        Limited or such other person who may be appointed under
                        this deed or the Basis Swap to act as the Basis Swap
                        Provider.

                        CALL OPTION DATE means, in respect of the Notes, each
                        Payment Date commencing on or after the earlier of:

                        (a)   the Payment Date falling in April 2008; and

                        (b)   the Payment Date on which the aggregate
                              Outstanding Principal Balance of all Housing Loans
                              referable to the Purchased Mortgage Loans
                              (calculated as at the end of the immediately
                              preceding Collection Period) is less than 10% of
                              the aggregate Outstanding Principal Balance of all
                              Housing Loans referable to the Purchased Mortgage
                              Loans on the Closing Date.

                        CARRYOVER PRINCIPAL CHARGE-OFF has the meaning given in
                        clause 14.15.

                        CLASS A BOOK-ENTRY NOTE means a Book-Entry Note (as
                        defined in the Definitions Schedule) issued in respect
                        of the Class A Notes.


<PAGE>
                                                                               5
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                        CLASS A DEFINITIVE NOTE means a Definitive Note (as
                        defined in the Definitions Schedule) issued in respect
                        of the Class A Notes.

                        CLASS A NOTE means a Note referred to in clause 8.1(a)
                        and issued on the terms and conditions contained in the
                        Class A Note Conditions.

                        CLASS A NOTEHOLDER has the same meaning as in the Class
                        A Note Conditions.

                        CLASS A NOTE CONDITIONS means the terms and conditions
                        for the Class A Notes as annexed as Schedule 1 to the
                        Note Trust Deed in respect of the Trust.

                        CLASS A NOTE OWNER means a Note Owner (as defined in the
                        Definitions Schedule) in respect of the Class A Notes.

                        CLASS A NOTE PERCENTAGE means on any Determination Date
                        a percentage calculated as follows:

                                   ASA(A)
                          CANP = ---------
                                 ASA + RPO

                        where:

                        CANP   = the Class A Note Percentage

                        ASA(A) = the Aggregate Stated Amount of the Class A
                                 Notes on the immediately preceding
                                 Determination Date;

                        ASA    = the Aggregate Stated Amount of all Notes on the
                                 immediately preceding Determination Date;

                        RPO    = the Redraw Principal Outstanding calculated on
                                 the immediately preceding Determination Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the relevant Classes of
                        Notes and RPO will be zero.

                        CLASS A NOTE REGISTER means the Note Register (as
                        defined in the Definitions Schedule) maintained in
                        respect of the Class A Notes.

                        CLASS A NOTE REGISTRAR means the Note Registrar (as
                        defined in the Definitions Schedule) in respect of the
                        Class A Notes.

                        CLASS B NOTE means a Note referred to in clause 8.1(b)
                        issued on the terms and conditions contained in this
                        deed and the Dealer Agreement.

                        CLASS B NOTEHOLDER means each person who is from time to
                        time entered in the Register as the holder of a Class B
                        Note.

                        CLASS B PERCENTAGE means, on any Determination Date, a
                        percentage calculated as follows:

                                   ASA(B)
                          CANP = ---------
                                 ASA + RPO

<PAGE>
                                                                               6
--------------------------------------------------------------------------------
                        where:

                        CBP    = the Class B Percentage;

                        ASA(B) = the Aggregate Stated Amount of the Class B
                                 Notes on the immediately preceding
                                 Determination Date;

                        ASA    = the Aggregate Stated Amount of all Notes on the
                                 immediately preceding Determination Date;

                        RPO    = the Redraw Principal Outstanding calculated on
                                 the immediately preceding Determination Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the relevant Classes of
                        Notes and RPO will be zero.

                        CLASS B PRINCIPAL means, in relation to a Payment Date,
                        the aggregate of:

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the Class B Principal
                              pursuant to clause 14.13(f); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to the Class B Principal
                              pursuant to clauses 14.10(c) and 14.10(d).

                        CLEAN-UP ACCOUNT means the bank account established by
                        the Issuer Trustee under clause 5.6(iii)(A) and, pending
                        the establishment of that bank account in accordance
                        with this deed, means the Collections Account.

                        CLEAN-UP AMOUNT means, on a Determination Date, an
                        amount equal to the lesser of:

                        (a)   0.25% x (TIA + RPO); and

                        (b)   $25,000,

                        where TIA is the Total Invested Amount of all Notes on
                        that Determination Date and RPO is the Redraw Principal
                        Outstanding on that Determination Date.

                        CLEAN-UP OFFER has the meaning given to it in clause
                        5.1.

                        CLEAN-UP OFFER AMOUNT has the meaning given to it in
                        clause 5.1.

                        CLEAN-UP OPTION means the offer by the Issuer Trustee to
                        reconvey the Purchased Mortgage Loans to the Seller
                        under clause 5.1.

                        CLOSING DATE means the date on which the offer contained
                        in a Secondary Sale Agreement is accepted by the Issuer
                        Trustee.

                        COLLATERAL ACCOUNT means any collateral account (as
                        defined in, and established under, a Support Facility).
<PAGE>
                                                                               7
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                        COLLECTION PERIOD means, in relation to a Payment Date,
                        the period from (and including) the first day of the
                        Quarter immediately preceding the related Determination
                        Date up to (and including) the last day of the Quarter
                        immediately preceding the related Determination Date
                        except in the case of the first Collection Period, which
                        commences on the day after the Cut-Off Date and ends on
                        31 March 2001.

                        COLLECTIONS means:

                        (a)   all amounts received by the Seller, the Servicer,
                              the Global Trust Manager or the Issuer Trustee
                              after the Cut-Off Date in respect of the Purchased
                              Mortgage Loans (including, without limitation, all
                              principal, interest, the proceeds received under
                              any Mortgage Insurance Policy, any proceeds
                              recovered from any enforcement action in respect
                              of a Purchased Mortgage Loan, amounts received on
                              a repurchase of a Purchased Mortgage Loan, any
                              amount received from the Seller as damages in
                              respect of a breach of any representation,
                              warranty or covenant in connection with the
                              Purchased Mortgage Loans and any other amounts
                              received in relation to the Purchased Mortgage
                              Loans),

                        but excluding:

                        (b)   the Servicer's Collections;

                        (c)   any Early Repayment Costs; and

                        (d)   any interest credited to any Collateral Account in
                              respect of a Support Facility.

                        CURRENCY SWAP means each ISDA Master Agreement, the
                        schedule to it, each confirmation issued under it, and
                        any credit support annex entered into in connection with
                        it between a Currency Swap Provider, the Issuer Trustee,
                        the Global Trust Manager and a person acting as the
                        support provider.

                        CURRENCY SWAP PROVIDER means each of National Australia
                        Bank Limited and Deutsche Bank AG, New York Branch, and
                        any other person who subsequently enters into a currency
                        swap with the Issuer Trustee and the Global Trust
                        Manager.

                        DEALER AGREEMENT means the agreement entitled "HomeSide
                        Mortgage Securities Trust 2001-1 Dealer Agreement"
                        between the Issuer Trustee, the Global Trust Manager,
                        the Seller and National Australia Securities Limited
                        (ABN 84 006 982 332).

                        DEFINITIONS SCHEDULE means the deed entitled "HomeSide
                        Mortgage Securities Trusts Definitions Schedule" dated
                        on or about the date of this deed and made between the
                        parties named in schedule 1 to that deed.

                        DELEGATION DEED means the deed entitled "HomeSide
                        Mortgage Securities Trusts Deed of Delegation" dated 24
                        January 2001 between


<PAGE>
                                                                               8
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                        the Global Trust Manager and National Australia Managers
                        Limited (ABN 70 006 437 565).

                        DETERMINATION DATE means the day which is 5 Business
                        Days prior to a Payment Date.

                        EARLY REPAYMENT COSTS mean those costs which are
                        actually received from a Debtor during a Collection
                        Period as a result of the Debtor prepaying any amount in
                        respect of a Fixed Interest Rate Loan.

                        ENFORCEMENT EXPENSES means all expenses paid by or on
                        behalf of the Servicer in connection with the
                        enforcement of any Purchased Mortgage Loan.

                        EXCESS AVAILABLE INCOME has the meaning given to it in
                        clause 14.10.

                        EXPENSES OF THE TRUST means all costs, charges and
                        expenses reasonably and properly incurred by the Issuer
                        Trustee or the Global Trust Manager in connection with
                        the Trust and any other amounts for which the Issuer
                        Trustee is entitled to be reimbursed or indemnified out
                        of the Trust and which the Issuer Trustee elects to pay,
                        including, without limitation, the expenses as described
                        in -clause 26.3 of the Master Trust Deed.

                        EXTRAORDINARY EXPENSES means, on a Determination Date,
                        any out of pocket expenses incurred by the Issuer
                        Trustee during the immediately preceding Collection
                        Period that are not Required Payments in respect of that
                        Determination Date.

                        FINAL MATURITY DATE means the Payment Date occurring in
                        January 2027.

                        FINAL TERMINATION DATE means the date referred to in
                        clause 2.2.

                        FINANCE CHARGE COLLECTIONS means, in respect of a
                        Determination Date, the amount calculated in accordance
                        with clause 14.3.

                        FIXED INTEREST RATE LOAN means any Housing Loan
                        comprising part of a Mortgage Loan in respect of which
                        the Seller or the Servicer cannot vary the interest rate
                        charged to the Debtor for a specified period of time.

                        FIXED RATE SWAP means an ISDA Master Agreement, the
                        schedule relating to it and each confirmation between
                        the Fixed Rate Swap Provider, the Issuer Trustee and the
                        Global Trust Manager, under which the Issuer Trustee
                        pays to the Fixed Rate Swap Provider an amount in
                        respect of Purchased Mortgage Loans that bear interest
                        at a fixed rate and under which the Fixed Rate Swap
                        Provider pays to the Issuer Trustee an amount calculated
                        by reference to the Bank Bill Rate.

                        FIXED RATE SWAP PROVIDER means National Australia Bank
                        Limited, or such other person who may be appointed under
                        this deed or the Fixed Rate Swap to act as the Fixed
                        Rate Swap Provider.

                        INITIAL INVESTED AMOUNT has, in relation to a Class A
                        Note, the meaning given to it in clause 8.5(a) and, in
                        relation to an A$ Note, has the meaning given to it in
                        clause 8.5(b).


<PAGE>
                                                                               9
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                        INTEREST AMOUNT means, in respect of a Class A Note and
                        in respect of any Interest Period, the amount calculated
                        in accordance with clause 8.6.

                        INTEREST PERIOD, in respect of a Note, means (initially)
                        the period from (and including) the Issue Date to (but
                        excluding) the first Payment Date and thereafter each
                        period from (and including) each Payment Date to (but
                        excluding) the next following Payment Date. The final
                        Interest Period is from (and including) the Payment Date
                        immediately preceding the date on which interest ceases
                        to accrue on the Note pursuant to the Class A Note
                        Conditions or this deed, as the case may be, to (but
                        excluding) the date on which interest ceases to accrue
                        on the Note pursuant to the Class A Note Conditions or
                        this deed, as the case may be.

                        INVESTED AMOUNT on any Determination Date:

                        (a)   in respect of a Class A Note, has the same meaning
                              as in the Class A Note Conditions;

                        (b)   in respect of an A$ Note, means an amount equal
                              to:

                              (i)    the Initial Invested Amount of that A$
                                     Note; less

                              (ii)   the aggregate of all Principal Amounts
                                     which have been paid before that date in
                                     relation to that A$ Note; less

                              (iii)  the Principal Amount to be paid on the next
                                     Payment Date in relation to that A$ Note.

                        LINKED DEPOSIT ACCOUNT means a deposit account
                        maintained by a Debtor with the Seller under which
                        either:

                        (a)   interest that would otherwise be earned in respect
                              of the deposit account is set off against interest
                              due under the Housing Loan of that Debtor; or

                        (b)   interest is not earned on the deposit account, but
                              interest due under the Housing Loan of that Debtor
                              is calculated by deducting the credit balance of
                              that deposit account from the balance of the
                              Housing Loan, and then applying the interest rate
                              applicable to the Housing Loan to the result.

                        LIQUIDITY DRAWING means the amount drawn under the
                        Liquidity Facility on any Payment Date.

                        LIQUIDITY SHORTFALL means, on a Determination Date, the
                        amount (if any) by which the Payment Shortfall on that
                        Determination Date exceeds the Principal Draw which is
                        allocated on that Determination Date for application
                        towards the Payment Shortfall in accordance with clause
                        14.5.

                        MORTGAGE INSURANCE INTEREST PROCEEDS means, in respect
                        of a Purchased Mortgage Loan, the amount received by or
                        on behalf of the Issuer Trustee under a Mortgage
                        Insurance Policy and which is


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                                                                              10
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                        determined by the Global Trust Manager not to be in the
                        nature of principal.

                        MORTGAGE INSURANCE POLICY includes, for the purposes of
                        the Definitions Schedule, the Pool Insurance Policy.

                        MORTGAGE INSURER means each of:

                        (a)   GE Mortgage Insurance Pty Limited (ABN 61 071 466
                              334);

                        (b)   GE Capital Mortgage Insurance Corporation
                              (Australia) Pty Limited (ABN 52 081 488 440); and

                        (c)   Housing Loans Insurance Corporation,

                        and any other mortgage insurer approved by the Global
                        Trust Manager and acceptable to each Current Rating
                        Agency.

                        NOTES means:

                        (a)   the Class A Notes;

                        (b)   the Class B Notes; and

                        (c)   the Redraw Notes.

                        OTHER INCOME means, on a Determination Date (and without
                        double counting any amounts included in Other Income on
                        a preceding Determination Date) any interest received on
                        Authorised Investments or on the Collections Account
                        during the immediately preceding Collection Period and
                        any other miscellaneous income received or expected to
                        be received by the Issuer Trustee on or before the
                        immediately following Payment Date but excluding any
                        interest received on any Collateral Account.

                        PAYMENT DATE means the 20th day of each of January,
                        April, July and October. The first Payment Date will be
                        20 April 2001.

                        PAYMENT SHORTFALL means, on a Determination Date, the
                        amount by which the Available Income is insufficient to
                        meet the Required Payments as calculated on that
                        Determination Date.

                        PENALTY PAYMENT means:

                        (a)   the amount of any liability (including, without
                              limitation, any civil or criminal penalty) which
                              the Issuer Trustee is liable for under the
                              Consumer Credit Code;

                        (b)   any other liability payable by the Issuer Trustee,
                              or legal costs or other expenses payable or
                              incurred by the Issuer Trustee, in relation to
                              such liability;

                        (c)   any amount which the Issuer Trustee agrees to pay
                              (with the consent of the Servicer) to a Debtor or
                              other person in settlement of any liability or
                              alleged liability or application for an order
                              under Part 6 of the Consumer Credit Code; and


<PAGE>
                                                                              11
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                        (d)   any legal costs or other costs and expenses
                              payable or incurred by the Issuer Trustee in
                              relation to that application or settlement,

                        to the extent to which a person can be indemnified for
                        that liability, money or amount under the Consumer
                        Credit Code.

                        POOL INSURANCE POLICY means the policy of insurance to
                        be issued to the Issuer Trustee and the Seller by GE
                        Capital Mortgage Insurance Corporation (Australia) Pty
                        Limited in respect of Purchased Mortgage Loans which are
                        not subject to Lender's Mortgage Insurance. The POOL
                        INSURANCE POLICY comprises a MORTGAGE INSURANCE POLICY
                        for the purposes of the Definitions Schedule in respect
                        of the Trust.

                        PRINCIPAL AMOUNT means, in respect of any Note and any
                        Payment Date, any amount of principal which is payable
                        in respect of such Note on such Payment Date.

                        PRINCIPAL CHARGE-OFFS means, in respect of a Collection
                        Period, the aggregate losses including principal and
                        interest (as determined by the Global Trust Manager) for
                        all Purchased Mortgage Loans which arise during that
                        Collection Period after all enforcement action has been
                        taken in respect of any Purchased Mortgage Loan and
                        after taking into account:

                        (a)   all proceeds received as a consequence of
                              enforcement under any Purchased Mortgage Loans
                              (less the relevant Enforcement Expenses) during
                              that Collection Period;

                        (b)   proceeds of any claims under a Mortgage Insurance
                              Policy during that Collection Period; and

                        (c)   any payments received during that Collection
                              Period from the Seller or the Servicer for a
                              breach of its obligations under the Transaction
                              Documents.

                        PRINCIPAL COLLECTIONS means, in respect of a
                        Determination Date and the Collection Period immediately
                        preceding that Determination Date, the amount calculated
                        in accordance with clause 14.11.

                        PRINCIPAL DRAW means each distribution of Principal
                        Collections made in accordance with clauses 14.5 and
                        14.13(c).

                        QUARTER means the three month period in each year
                        commencing on 1 January, 1 April, 1 July and 1 October.

                        RECOVERIES means amounts received from or on behalf of
                        Debtors or under any Mortgage or any Collateral Security
                        in respect of Purchased Mortgage Loans that were
                        previously the subject of a loss as described in the
                        definition of Principal Charge-Offs.

                        REDRAW means the Seller's re-advance to a Debtor of
                        repayments of principal made by that Debtor on its
                        Housing Loan in accordance with the terms of the
                        relevant Loan Agreement.

                        REDRAW DRAWING has the meaning given to that term in the
                        Redraw Facility Agreement.


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                                                                              12
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                        REDRAW LIMIT has the meaning given to it in the Redraw
                        Facility Agreement in respect of the Trust.

                        REDRAW NOTE means a Note referred to in clause 8.1(c)
                        issued on the terms and conditions contained in this
                        deed.

                        REDRAW NOTE PERCENTAGE means on any Determination Date a
                        percentage calculated as follows:

                                   ASA(RN)
                          CANP = ---------
                                 ASA + RPO

                        where:

                        RNP     = the Redraw Note Percentage;

                        ASA(RN) = the Aggregate Stated Amount of the Redraw
                                  Notes on the immediately preceding
                                  Determination Date;

                        ASA     = the Aggregate Stated Amount of all Notes on
                                  the immediately preceding Determination Date;
                                  and

                        RPO     = the Redraw Principal Outstanding on the
                                  immediately preceding Determination Date,

                        provided that, on the first Determination Date, the
                        Redraw Note Percentage will be zero.

                        REDRAW NOTEHOLDER means each person who is from time to
                        time entered in the Register as the holder of a Redraw
                        Note.

                        REDRAW NOTE PRINCIPAL means, in relation to a Payment
                        Date, the aggregate of:

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the Redraw Note Principal
                              pursuant to clause 14.13(d); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to Redraw Note Principal
                              pursuant to clauses 14.10(a)(iii) and
                              14.10(b)(iii).

                        REDRAW PRINCIPAL in relation to a Payment Date, means
                        the aggregate of:

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the Redraw Principal
                              pursuant to clause 14.13(b); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to the Redraw Principal
                              pursuant to clauses 14.10(a)(ii) and 14.10(b)(ii).

                        REDRAW PRINCIPAL OUTSTANDING means, on a Determination
                        Date, an amount equal to:


<PAGE>
                                                                              13
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                        (a)   the aggregate of all Redraw Drawings previously
                              made or to be made on the immediately following
                              Payment Date; less

                        (b)   the aggregate amount of all Redraw Principal
                              previously paid under clause 14.14(b) to the
                              Redraw Facility Provider; less

                        (c)   the amount of any Redraw Principal under clause
                              14.14(b) to be paid to the Redraw Facility
                              Provider on the immediately following Payment
                              Date; less

                        (d)   the amount of any Principal Charge-Offs allocated
                              to the Redraw Principal Outstanding under clause
                              14.14A(b)(ii) on that Determination Date which
                              will not be reimbursed on the immediately
                              following Payment Date under clause 14.10(a)(ii);
                              less

                        (e)   (without double counting any Principal
                              Charge-Offs) any Carryover Principal Charge-Offs
                              in respect of the Redraw Principal Outstanding
                              which have not been reimbursed on or before the
                              immediately following Payment Date under clause
                              14.10(b)(ii).

                        REDRAW SHORTFALL means, on a Determination Date, the
                        amount (if any) by which the Principal Collections (as
                        calculated on that Determination Date and prior to
                        taking into account any Redraw Drawings to be made on
                        the next Payment Date and the proceeds of any Redraw
                        Notes to be issued on the next Payment Date) are
                        insufficient to meet in full any Redraws made by the
                        Seller during the immediately preceding Collection
                        Period which are repayable to the Seller pursuant to
                        clause 14.13(a).

                        RELEVANT PARTIES means each of the Global Trust Manager,
                        the Seller, the Servicer, the Security Trustee, the
                        Depositor, the Calculation Agent, each Paying Agent, the
                        Note Trustee, each Counterparty, the Redraw Facility
                        Provider and the Liquidity Facility Provider.

                        REQUIRED PAYMENTS means the aggregate of the priority
                        payments in paragraphs (a) to (g) inclusive of clause
                        14.8 calculated by the Global Trust Manager on each
                        Determination Date under clause 14.8.

                        REQUIRED CREDIT RATING means in respect of:

                        (a)   S&P, either a short term rating of A-1+ or a long
                              term rating of AAA (as the case may be) or such
                              other rating agreed between the Global Trust
                              Manager and S&P and notified to the Issuer
                              Trustee; and

                        (b)   Fitch, F1+ (or where the Seller is the Servicer,
                              F1) or such other rating agreed between the Global
                              Trust Manager and Fitch and notified to the Issuer
                              Trustee; and

                        (c)   Moody's, P-1 or such other rating agreed between
                              the Global Trust Manager and Moody's and notified
                              to the Issuer Trustee; and


<PAGE>
                                                                              14
--------------------------------------------------------------------------------
                        (d)   any other Current Rating Agency, a rating
                              acceptable to that Current Rating Agency.

                        SECURED MONEY has the meaning given to it in the Deed of
                        Charge for the Trust.

                        SECURED PROPERTY has the meaning given to it in the Deed
                        of Charge for the Trust.

                        SECURITIES ACT means the Securities Act of 1933 (US).

                        SERVICER'S COLLECTIONS means any and all amounts in the
                        nature of a fee, charge or expense (however described)
                        paid by a Debtor under or in connection with a Purchased
                        Mortgage Loan during the life of, or on prepayment or
                        repayment of, that Purchased Mortgage Loan, in each case
                        as determined by the Servicer and notified to the Global
                        Trust Manager and the Issuer Trustee (but excluding any
                        Early Repayment Costs).

                        STATED AMOUNT:

                        (a)   has, in relation to a Class A Note, the same
                              meaning as in the Class A Note Conditions;

                        (b)   means, in relation to an A$ Note on any
                              Determination Date, an amount equal to:

                              (i)    the Invested Amount of that A$ Note on that
                                     Determination Date; less

                              (ii)   the amount of any Principal Charge-Offs to
                                     be allocated to that A$ Note under clause
                                     14.14A on that Determination Date which
                                     will not be reimbursed on the immediately
                                     following Payment Date under clause
                                     14.10(a)(iii) (in the case of a Redraw
                                     Note) or clause 14.10(c) (in the case of a
                                     Class B Note); less

                              (iii)  (without double counting any Principal
                                     Charge-Offs) any Carryover Principal
                                     Charge-Offs in respect of that A$ Note
                                     which have not been reimbursed on or before
                                     the immediately following Payment Date
                                     under clause 14.10(b)(iii) (in the case of
                                     a Redraw Note) or clause 14.10(d) (in the
                                     case of a Class B Note).

                        STEPDOWN PERCENTAGE means, on any Determination Date and
                        in respect of the immediately following Payment Date,
                        the percentage calculated in accordance with schedule 3
                        on that Determination Date.

                        SUPPORT FACILITIES includes, in addition to those items
                        set out in the Definitions Schedule:

                        (a)   the Basis Swap;

                        (b)   the Fixed Rate Swap; and

                        (c)   each Currency Swap.


<PAGE>
                                                                              15
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                        THRESHOLD RATE means the sum of the minimum interest
                        rates required to be set on the Housing Loans forming
                        part of the Purchased Mortgage Loans which will ensure
                        that the Issuer Trustee has sufficient funds available
                        to meet its obligations under the Transaction Documents
                        (assuming that all parties comply with their obligations
                        under such documents and such Housing Loans) and taking
                        into account Housing Loans where the Seller does not
                        have the discretion under the Loan Agreement to vary the
                        interest rate of that Housing Loan and moneys held in
                        Authorised Investments where the yield is determined
                        externally and not by the Servicer.

                        TOTAL AVAILABLE INCOME means, on a Determination Date,
                        the amount calculated in accordance with clause 14.7 on
                        that Determination Date.

                        TOTAL INVESTED AMOUNT means, on any Determination Date,
                        the aggregate A$ Equivalent of the Invested Amount of
                        the relevant Notes on that Determination Date.

                        TRANSACTION DOCUMENTS means in respect of the Trust:

                        (a)   the Master Trust Deed (insofar as it applies to
                              the Trust);

                        (b)   the Definitions Schedule (insofar as it applies to
                              the Trust);

                        (c)   the Notice of Creation of Trust in respect of the
                              Trust;

                        (d)   this deed;

                        (e)   the Servicing Agreement (insofar as it applies to
                              the Trust);

                        (f)   the Master Security Trust Deed (insofar as it
                              applies to the Trust); (g) the Deed of Charge;

                        (h)   each Support Facility;

                        (i)   the Note Trust Deed;

                        (j)   the Agency Agreement;

                        (k)   the Delegation Deed;

                        (l)   the Initial Sale Agreement;

                        (m)   any Initial Offer to Sell;

                        (n)   the Secondary Sale Agreement;

                        (o)   any Secondary Offer to Sell;

                        (p)   each Note;

                        (q)   the Underwriting Agreement;

                        (r)   the Dealer Agreement; and


<PAGE>
                                                                              16
--------------------------------------------------------------------------------
                        (s)   such other documents as may be agreed from time to
                              time between the Issuer Trustee and the Global
                              Trust Manager.

                        TRUST means the HomeSide Mortgage Securities Trust
                        2001-1.

                        US$ or US DOLLARS means the lawful currency of the
                        United States of America.

                        UNDERWRITING AGREEMENT means the agreement entitled
                        "Underwriting Agreement" between the Issuer Trustee, the
                        Global Trust Manager, the Seller and Deutsche Securities
                        Inc. (as representative for the underwriters named in
                        it).

                        UNIT REGISTER has the meaning given to it in clause
                        3.7(a).

                        WAIVER OF SET-OFF in relation to a Housing Loan means a
                        provision, in the related Mortgage or Loan Agreement or
                        otherwise, by which, inter alia, the Debtor agrees to
                        make all payments in respect of the Housing Loan without
                        set-off or counterclaim unless prohibited by law.

TRANSACTION DOCUMENT
                  1.2   This deed is a Transaction Document for the purposes of
                        the Master Trust Deed.

LIMITED TO TRUST
                  1.3   The rights and obligations of the parties under this
                        deed relate only to the Trust (as defined in this deed),
                        and do not relate to any other Trust (as defined in the
                        Definitions Schedule).

DEFINITIONS AND CONSISTENCY
                  1.4   Terms which are defined in this deed apply to the Trust
                        only. Capitalised terms used but not defined in this
                        deed have the meanings given to them in the Definitions
                        Schedule. In the event of any inconsistency between a
                        term defined in this deed and a term defined in the
                        Definitions Schedule, the term defined in this deed will
                        prevail. In the event of any inconsistency between a
                        provision of this deed and a provision of any other
                        Transaction Document, the provision of this deed shall
                        prevail.

                  1.5   Subject to clause 1.6, clauses 1.2 to 1.5 (inclusive) of
                        the Definitions Schedule are deemed to be incorporated
                        in this deed as if set out in full in it.

                  1.6   If after the date of this deed any amendment is made to
                        the Definitions Schedule, such amendment shall apply to
                        this deed only if each party to this deed so agrees and
                        if the amendment is made in a manner consistent with
                        clause 28 of the Master Trust Deed.

MASTER SECURITY TRUST DEED
                  1.7   The Master Security Trust Deed applies to the Trust.

REGISTER
                  1.8   The Register in respect of the A$ Notes issued in
                        respect of the Trust is to be maintained in accordance
                        with Schedule 1. The Register will be maintained in
                        respect of A$ Notes only and all references in Schedule
                        1 to "Notes" are to be construed accordingly.


<PAGE>
                                                                              17
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TRANSFER OF NOTES
                  1.9   A transfer of A$ Notes of the Trust shall be effected in
                        accordance with clause 8.12 and with Schedule 2. All
                        references in Schedule 2 to "Notes" are to be construed
                        as references to "A$ Notes".

REPORTING STATEMENT
                  1.10  The Reporting Statement in respect of the Trust shall
                        contain (amongst other things) the following details:

                        (a)   the Total Invested Amount and the Aggregate Stated
                              Amount of each class of Notes as calculated on the
                              related Determination Date;

                        (b)   the A$ Note Interest Rates on the A$ Notes for the
                              related Interest Period;

                        (c)   the interest payments and principal distributions
                              on each class of Notes in respect of the related
                              Payment Date;

                        (d)   the Total Available Income as calculated on the
                              related Determination Date;

                        (e)   the aggregate Outstanding Principal Balance of the
                              Housing Loans forming part of the Purchased
                              Mortgage Loans as at the close of business on the
                              last day of the related Collection Period;

                        (f)   the delinquency and loss statistics with respect
                              to the Mortgage Loans as at the close of business
                              on the last day of the related Collection Period;

                        (g)   the Redraw Shortfall, if any, calculated on the
                              related Determination Date;

                        (h)   the amount of any shortfall in Total Available
                              Income as calculated on the related Determination
                              Date;

                        (i)   the amount of any Liquidity Drawing, to be made on
                              the related Payment Date;

                        (j)   the amount of Principal Collections that are
                              available for distribution on the related Payment
                              Date;

                        (k)   the Redraw Note Principal, if any, in respect of
                              the related Payment Date;

                        (l)   the amount of any Principal Draw, to be made on
                              the related Payment Date;

                        (m)   the Principal Charge-Offs and the Carryover
                              Principal Charge-Offs for each class of Notes and
                              the Redraw Facility; and

                        (n)   any other items of information applicable to the
                              Notes and the related Determination Date or
                              Payment Date.

DEFINITIONS SCHEDULE
                  1.11  For the purposes of the Definitions Schedule:


<PAGE>
                                                                              18
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                        (a)   the Class A Notes and the Redraw Notes are "Senior
                              Notes";

                        (b)   the Class A Noteholders and the Redraw Noteholders
                              are "Senior Noteholders";

                        (c)   the Class B Notes are "Junior Notes"; and

                        (d)   the Class B Noteholders are "Junior Noteholders".

                  1.12  For the purposes of the Trust:

                        (a)   the Global Trust Manager confirms that it has
                              requested each of S&P, Moody's and Fitch to rate
                              the Notes; and

                        (b)   the Residual Capital Unitholder and the Residual
                              Income Unitholder is the National Australia Bank
                              Limited.

SUPPORT FACILITIES
                  1.13  For the purposes of the Definitions Schedule and the
                        Deed of Charge, each Support Facility is a "Support
                        Facility".

MASTER TRUST DEED
                  1.14  The Global Trust Manager and the Issuer Trustee agree
                        that, for the purposes of the Trust, clause 19 of the
                        Master Trust Deed is deleted and replaced with the
                        following:

                              "(a)  Subject to paragraph (b), the recourse of
                                    the Issuer Trustee, the Global Trust Manager
                                    and any creditor (including, without
                                    limitation, any Secured Creditor) in respect
                                    of a Trust is limited to the Assets of that
                                    particular Trust.

                              (b)   Paragraph (a) does not limit the rights of
                                    any Secured Creditor under clause 33 (or any
                                    similar provision in any Transaction
                                    Document) or any other provision in any
                                    Transaction Document entitling a Secured
                                    Creditor to exercise its rights or to take
                                    proceedings in respect of the Trust."



<PAGE>
                                                                              19
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PART 2 - THE TRUST AND ITS ASSETS

2     TRUST
--------------------------------------------------------------------------------
NAME OF TRUST
                  2.1   The Trust to which this deed applies will be known as
                        the "HomeSide Mortgage Securities Trust 2001-1".

DETERMINATION OF FINAL PAYMENT DATE
                  2.2   The Issuer Trustee must, as soon as practicable
                        following the Termination Date of the Trust, declare on
                        the direction of the Global Trust Manager, a date
                        ("FINAL TERMINATION DATE") (which, if Notes have been
                        issued and have not then been redeemed (or deemed to be
                        redeemed) in full, must be a Payment Date and must not
                        be the next Payment Date immediately after the
                        declaration if the Determination Date in relation to
                        that Payment Date has then passed), being a date by
                        which the Issuer Trustee reasonably believes that the
                        sale and distribution of the Assets of the Trust will be
                        completed in accordance with this clause 2. Based on the
                        direction of the Global Trust Manager, the Issuer
                        Trustee may substitute another date as the Final
                        Termination Date (which, if the Notes have not been
                        redeemed in full, must be a Payment Date) if it
                        reasonably believes that the Assets will not in fact be
                        sold and distributed by the then Final Termination Date.

REALISATION OF ASSETS OF THE TRUST
                  2.3   Subject to clause 2.2, upon the occurrence of the
                        Termination Date of the Trust, the Issuer Trustee, in
                        consultation with the Global Trust Manager, must sell
                        and realise the Assets of the Trust (and, in relation to
                        the sale (other than pursuant to clause 2.5) of any
                        Mortgage Loans forming part of the Assets of the Trust,
                        the Issuer Trustee must obtain appropriate expert advice
                        prior to the sale) and such sale (so far as is
                        reasonably practicable and reasonably commercially
                        viable) must be completed within 180 days of the
                        Termination Date of the Trust provided that during the
                        period of 180 days from that Termination Date:

                        (a)   the Issuer Trustee must not sell the Mortgage
                              Loans at less than an amount equal to the
                              Repurchase Price of the Housing Loans which
                              comprise part of the Mortgage Loans that then form
                              part of the Assets of the Trust;

                        (b)   the Issuer Trustee must not sell any Mortgage
                              Loans unless the sale is on terms in accordance
                              with clause 2.4; and

                        (c)   the Issuer Trustee must not sell any Mortgage
                              Loans unless it has first offered the Mortgage
                              Loans for sale to the Seller or its nominee in
                              accordance with clause 2.5 and the Seller or its
                              nominee has either not accepted that offer within
                              90 days of that Termination Date or has accepted
                              that offer but not paid the consideration due by
                              the time required pursuant to clause 2.5.

CONDITIONS OF SALE DURING 180 DAYS
                  2.4   The Issuer Trustee must not conclude a sale pursuant to
                        clause 2.3 (other than pursuant to clause 2.5) unless:


<PAGE>
                                                                              20
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                        (a)   any Mortgage Loans sold pursuant to that sale are
                              assigned in equity only (unless the Issuer Trustee
                              already holds legal title to such Mortgage Loans);

                        (b)   the sale is expressly subject to the Servicer's
                              rights to be retained as Servicer of the Mortgage
                              Loans in accordance with the terms of this deed;
                              and

                        (c)   the sale is expressly subject to the rights of the
                              Seller Trust in respect of those Mortgage Loans
                              pursuant to this deed and the Seller's rights (as
                              beneficiary of the Seller Trust) in respect of
                              those Mortgage Loans pursuant to this deed.

RIGHT OF REFUSAL

                  2.5   (a)   On the Termination Date of the Trust, the Issuer
                              Trustee is deemed to irrevocably offer to
                              extinguish in favour of the Seller, its entire
                              right, title and interest in the Mortgage Loans
                              forming part of the Assets of the Trust in return
                              for the payment to the Issuer Trustee of an amount
                              equal to the Repurchase Price (as at the
                              Termination Date of the Trust) of the Housing
                              Loans which comprise part of the Mortgage Loans
                              then forming part of the Assets of the Trust.

                        (b)   The Seller may verbally accept the offer referred
                              to in clause 2.5(a) within 90 days after the
                              Termination Date of the Trust and having accepted
                              the offer, must pay to the Issuer Trustee, in
                              immediately available funds, the amount referred
                              to in clause 2.5(a) by the expiration of 180 days
                              after the Termination Date of the Trust. If the
                              Seller accepts such offer, the Issuer Trustee must
                              execute whatever documents the Seller reasonably
                              requires to complete the extinguishment of the
                              Issuer Trustee's rights, title and interest in the
                              Mortgage Loans then forming part of the Assets of
                              the Trust.

                        (c)   The Issuer Trustee must not sell any Mortgage
                              Loans referred to in clause 2.5(a) unless the
                              Seller has failed to accept the offer referred to
                              in clause 2.5(a) within 90 days after the
                              Termination Date of the Trust or, having accepted
                              the offer, has failed to pay the amount referred
                              to in clause 2.5(a) by the expiration of 180 days
                              after the Termination Date of the Trust.

SALE AT LOWER PRICE
                  2.6   If, after the expiration of the period of 180 days from
                        the Termination Date of the Trust, the Issuer Trustee
                        has not sold the Mortgage Loans which form part of the
                        Assets of the Trust for the amount determined in
                        accordance with clause 2.3(a), the Issuer Trustee may
                        proceed to sell such Mortgage Loans free from the
                        prohibition contained in clause 2.4(a) and may, if
                        necessary, sell such Mortgage Loans on the terms set out
                        in clause 2.7 if the terms of that clause are satisfied.
                        If any Mortgage Loans are sold for less than the price
                        for those Mortgage Loans determined in accordance with
                        clause 2.5(a), then any such shortfall must be allocated
                        as provided for in clause 2.11.

CONDITIONS OF SALE AFTER 180 DAYS
                  2.7   Upon the expiration of the period of 180 days from the
                        Termination Date of the Trust, the Issuer Trustee may,
                        if necessary (in its


<PAGE>
                                                                              21
--------------------------------------------------------------------------------
                        reasonable opinion) sell the Mortgage Loans forming part
                        of the Assets of the Trust for an amount which is less
                        than the Repurchase Price of the Housing Loans which
                        comprise part of the Mortgage Loans and, in that case,
                        the Issuer Trustee shall:

                        (a)   take all necessary steps to protect the Issuer
                              Trustee's interest in, and title to, the Mortgage
                              Loans;

                        (b)   terminate the rights and obligations of the
                              Servicer in respect of those Mortgage Loans; and

                        (c)   sell the legal and beneficial ownership in such
                              Mortgage Loans to the prospective purchaser free
                              of the Seller Trust and all rights of the Seller
                              to repurchase such Mortgage Loans in accordance
                              with this deed.

FURTHER CONDITIONS OF SALE AFTER 180 DAYS
                  2.8   If the Issuer Trustee sells the Mortgage Loans forming
                        part of the Assets of the Trust pursuant to clause 2.7,
                        the Issuer Trustee must include as a condition of the
                        sale that the purchaser will:

                        (a)   consent to the granting in favour of the Seller of
                              mortgages and other Security Interests subsequent
                              to the Mortgages assigned to the purchaser;

                        (b)   enter into priority agreements with the Seller, in
                              the form then specified in the Servicing
                              Procedures, limiting the priority of the Mortgages
                              and Collateral Securities assigned to the
                              purchaser over any subsequent mortgages and other
                              Security Interests held by the Seller to the then
                              principal outstanding of the relevant Housing Loan
                              and any interest fees and expenses on this amount;
                              and

                        (c)   use reasonable endeavours to obtain the consent of
                              the providers of Mortgages and Collateral
                              Securities assigned to the purchaser, and any
                              other relevant person, to the grant of subsequent
                              mortgages and other Security Interests to the
                              Seller.

PROCEDURES PENDING WINDING-UP
                  2.9   During the period commencing on the Termination Date of
                        the Trust and ending on the Final Termination Date:

                        (a)   the Issuer Trustee, the Servicer and the Global
                              Trust Manager must continue to perform their
                              respective roles in accordance with the Master
                              Trust Deed and this deed in respect of the Assets
                              of the Trust;

                        (b)   all Collections (if any) must continue to be
                              deposited in the Collections Account in accordance
                              with this deed;

                        (c)   all proceeds arising from the sale of Assets of
                              the Trust must be deposited into the Collections
                              Account; and


<PAGE>
                                                                              22
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                        (d)   the Issuer Trustee must continue to make all
                              payments determined and directed by the Global
                              Trust Manager as required to be made in accordance
                              with this deed.

COSTS ON WINDING-UP OF THE TRUST
                  2.10  On the Determination Date (if applicable) prior to the
                        Final Termination Date, the Global Trust Manager (in
                        consultation with the Issuer Trustee) must in respect of
                        the Trust make provision for all Taxes, costs, charges,
                        expenses, claims and demands anticipated to become
                        payable after the Final Termination Date in connection
                        with or arising out of the administration or winding up
                        of the Trust, including the fees of any consultants whom
                        the Issuer Trustee, the Seller, the Servicer, the
                        Security Trustee or the Global Trust Manager have
                        employed in connection with the administration or
                        winding up of the Trust. Such costs (if any) will be
                        treated as an Expense of the Trust by the Global Trust
                        Manager in making its determinations as to payments to
                        be made on the Final Termination Date in accordance with
                        clause 2.11.

CALCULATION OF FINAL DISTRIBUTIONS
                  2.11  Prior to the Final Termination Date, the Global Trust
                        Manager must determine how the amounts (if any) standing
                        to the credit of the Collections Account are to be
                        distributed and must make such determination in
                        accordance with the provisions of this deed for payments
                        and allocations of any Principal Collections and Finance
                        Charge Collections. After making such determinations the
                        Global Trust Manager must notify the Issuer Trustee of
                        the allocations and payments to be made on the Final
                        Termination Date.

FINAL DISTRIBUTIONS
                  2.12  On the Final Termination Date determined under clause
                        2.2, the Issuer Trustee must make the payments that the
                        Global Trust Manager directs it to make pursuant to
                        clause 2.11.

3     ENTITLEMENT OF BENEFICIARIES
--------------------------------------------------------------------------------
ISSUE OF UNITS
                  3.1   The beneficial interest in the Trust is, on the date of
                        this deed, represented by the issue of:

                        (a)   one Residual Capital Unit; and

                        (b)   one Residual Income Unit,

                        to the Residual Capital Unitholder and the Residual
                        Income Unitholder, respectively, pursuant to the Notice
                        of Creation of Trust.

                  3.2   The Global Trust Manager must evidence the issue of the
                        Units referred to in clause 3.1 by entering each
                        Unitholder's name in the Unit Register.

                  3.3   The holder of the Residual Capital Unit and the holder
                        of each Residual Income Unit, issued in accordance with
                        this clause and the Notice of Creation of Trust, hold
                        the beneficial interest in the Trust in accordance with
                        the Master Trust Deed and this deed.


<PAGE>
                                                                              23
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                  3.4   A failure by the Issuer Trustee to issue a Residual
                        Income Unit does not affect the Residual Income
                        Unitholders' rights as beneficiary of the Trust under
                        the Master Trust Deed and this deed.

RESIDUAL CAPITAL UNIT

                  3.5   (a)   The initial holder of the Residual Capital Unit is
                              National Australia Bank Limited.

                        (b)   The issue price of the Residual Capital Unit was
                              the amount of $5, paid by National Australia Bank
                              Limited under the Notice of Creation of Trust on
                              establishment of the Trust.

                        (c)   The beneficial interest held by the holder of the
                              Residual Capital Unit is limited to the Trust and
                              each Asset of the Trust (other than any Asset of
                              the Trust held on trust for the holders of
                              Residual Income Units under clause 3.6) subject to
                              and in accordance with the Master Trust Deed and
                              this deed.

                        (d)   The holder of the Residual Capital Unit has no
                              right to receive distributions in respect of the
                              Trust other than the right to receive on the Final
                              Termination Date the entire beneficial interest of
                              the Trust subject to the rights of holders of
                              Residual Income Units. The Residual Capital Unit
                              may not be redeemed at any time or in any other
                              way.

                        (e)   The Residual Capital Unit is not transferable
                              without the written consent of the Issuer Trustee.

RESIDUAL INCOME UNIT

                  3.6   (a)   The initial holder of the first Residual Income
                              Unit is National Australia Bank Limited. The issue
                              price of the first Residual Income Unit was the
                              amount of $5 paid by National Australia Bank
                              Limited under the Notice of Creation of Trust on
                              establishment of the Trust.

                        (b)   A person may, with the consent of the Issuer
                              Trustee and the Global Trust Manager (whose
                              consent may be given or withheld in their absolute
                              discretion), become the holder of any additional
                              Residual Income Unit by paying the issue price for
                              the Residual Income Unit.

                        (c)   The issue price of a Residual Income Unit will be
                              the amount agreed between the Issuer Trustee, the
                              Global Trust Manager and the person applying for
                              such Residual Income Unit.

                        (d)   The beneficial interest held by the holder of a
                              Residual Income Unit is limited to the right to
                              receive on the Final Termination Date, repayment
                              of the issue price paid for the Residual Income
                              Unit under clause 3.6(a) or clause 3.6(b) (to the
                              extent funds are available therefore) and to
                              receive distributions under clause 14 of this deed
                              only to the extent that funds are available for
                              distribution to the Residual Income Unitholders,
                              provided that the Residual Income Unitholders are
                              entitled to receive an amount in accordance with
                              clause 14.8(a) to enable the Global Trust Manager
                              to comply with its obligations under clause 21.2
                              of the Master Trust Deed.


<PAGE>
                                                                              24
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                        (e)   The holder of a Residual Income Unit has the right
                              to receive distributions in respect of the Trust
                              under the Master Trust Deed and this deed only to
                              the extent that amounts are available for
                              distribution under the Master Trust Deed and this
                              deed.

                        (f)   Each Residual Income Unit is transferable in
                              accordance with clause 3.8.

UNIT REGISTER
                  3.7   (a) (a) The entitlement of any person to a Unit will be
                        evidenced by registration in the register maintained
                        under this clause 3.7 (the "UNIT REGISTER").

                        (b)   The Global Trust Manager will keep the Unit
                              Register at its office in a form that it considers
                              appropriate (which may be electronic) and will
                              enter the following particulars:

                              (i)    the name and address of the holder of each
                                     Unit;

                              (ii)   the date on which the name of the holder of
                                     each Unit is entered in the Unit Register;

                              (iii)  the date on which the holder of a Unit
                                     ceases to be registered as the holder of
                                     that Unit;

                              (iv)   the issue price initially paid for each
                                     Unit, and the aggregate issue price of all
                                     Units from time to time; and

                              (v)    any other details which the Issuer Trustee
                                     may consider reasonably necessary or
                                     desirable.

                        (c)   The holder of a Unit shall promptly notify the
                              Global Trust Manager of any change of its name or
                              address and the Global Trust Manager will alter
                              the Unit Register accordingly.

                        (d)   Without limiting clause 3.1, the interest of any
                              holder in a Unit will be constituted by
                              registration in the Unit Register.

TRANSFER OF UNITS
                  3.8   (a)   (i)    Subject to clause 3.5(e) the holder of a
                                     Unit may transfer the Unit by instrument in
                                     writing in any form approved by the Issuer
                                     Trustee. No fee will be charged on the
                                     transfer of a Unit.

                              (ii)   An instrument of transfer shall be executed
                                     by or on behalf of both the transferor and
                                     the transferee.

                              (iii)  A transferor of a Unit remains the holder
                                     of the Unit transferred until the transfer
                                     is registered and the name of the
                                     transferee is entered in the Unit Register
                                     in respect of the Unit.

                        (b)   The instrument of transfer of a Unit must be left
                              for registration at the address where the Unit
                              Register on which the Unit to which the transfer
                              relates are registered is kept. It


<PAGE>
                                                                              25
--------------------------------------------------------------------------------
                              must be left together with any information that
                              the Issuer Trustee properly requires to show the
                              right of the transferor to make the transfer.

LIMIT ON RIGHTS
                  3.9   Each Unitholder is subject to, and bound by, the
                        provisions of the Master Trust Deed and this deed.

4     CONSUMER CREDIT CODE
--------------------------------------------------------------------------------
RIGHT OF INDEMNITY - CONSUMER CREDIT LEGISLATION

                  4.1   (a)   Without prejudice to the right of indemnity given
                              by law to trustees, and without limiting any other
                              provision of this deed, the Issuer Trustee will be
                              indemnified out of the Trust, free of any set-off
                              or counterclaim against all Penalty Payments which
                              the Issuer Trustee is required to pay personally
                              or in its capacity as trustee of that Trust and
                              arising in connection with the performance of its
                              duties or exercise of its powers under the
                              Transaction Documents in relation to the Trust.

                        (b)   The Issuer Trustee's right to be indemnified in
                              accordance with clause 4.1(a) applies
                              notwithstanding any allegation that the Issuer
                              Trustee has incurred any such Penalty Payment as a
                              result of its fraud, negligence or breach of trust
                              or any other act or omission which may otherwise
                              disentitle the Issuer Trustee to be so
                              indemnified. However, the Issuer Trustee is not
                              entitled to that right of indemnity or
                              reimbursement to the extent that there is a
                              determination by a relevant court of negligence,
                              fraud or breach of trust by the Issuer Trustee
                              (provided that, until such determination, the
                              Issuer Trustee is entitled to that right of
                              indemnity or reimbursement but must, upon such
                              determination, repay to the relevant Trust any
                              amount paid to it under this clause 4.1).

                        (c)   This clause 4.1 overrides any other provision of
                              this deed.

                        (d)   The Servicer indemnifies the Issuer Trustee, free
                              of any set-off or counterclaim, against all
                              Penalty Payments which the Issuer Trustee is
                              required to pay personally or in its capacity as
                              trustee of the Trust and arising in connection
                              with the performance of its duties or exercise of
                              its powers under the Transaction Documents in
                              relation to the Trust. The Issuer Trustee may rely
                              on others in relation to compliance with the
                              Consumer Credit Code.

                        (e)   The Issuer Trustee shall call upon the indemnity
                              referred to in paragraph (d) before it calls upon
                              the indemnity in paragraph (a). If any such claim
                              is not satisfied within 3 Business Days of the
                              claim being made, the Issuer Trustee may (without
                              prejudice to its rights under any indemnity under
                              paragraph (d)) exercise its right of indemnity
                              referred to in paragraph (a).

SERVICER
                  4.2   With effect on and from the Closing Date, National
                        Australia Bank Limited agrees to act as the Servicer of
                        the Purchased Mortgage Loans


<PAGE>
                                                                              26
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                        and undertakes to comply with the duties and obligations
                        imposed on it under the Servicing Agreement and this
                        deed. For the purposes of the Servicing Agreement, the
                        Trust is a "Relevant Trust".


5     REPURCHASE OPTION
--------------------------------------------------------------------------------
CLEAN-UP OFFER
                  5.1   At least five Business Days before each Call Option Date
                        (but not later than the Termination Date) the Issuer
                        Trustee, at the written request of the Global Trust
                        Manager, may give notice to the Seller of an offer
                        ("CLEAN-UP OFFER") to re-convey the Purchased Mortgage
                        Loans to the Seller on a Call Option Date for an amount
                        ("CLEAN-UP OFFER AMOUNT") equal to (as at the last day
                        of the immediately preceding Interest Period) the
                        aggregate of the Repurchase Price for each Housing Loan
                        which comprises part of the Purchased Mortgage Loans
                        then forming part of the Assets of the Trust as
                        determined by the Global Trust Manager.

CALCULATION
                  5.2   The Global Trust Manager agrees to calculate the amount
                        described in clause 5.1 and include such amount in its
                        request to the Issuer Trustee to make a Clean-Up Offer.

ACCEPTANCE
                  5.3   Acceptance of a Clean-Up Offer may only be effected by
                        payment in immediately available funds by the Seller to
                        the Collections Account of the Clean-Up Offer Amount.
                        For the avoidance of doubt, the Seller is under no
                        obligation to accept any Clean-Up Offer.

CONSENT OF NOTEHOLDERS
                  5.4   If:

                        (a)   Notes have been issued and have not been redeemed
                              (or deemed to be redeemed) on or before a Call
                              Option Date; and

                        (b)   the Clean-Up Offer Amount is less than the amount
                              which is sufficient to ensure that the Issuer
                              Trustee can redeem the Total Invested Amount of
                              all Notes (as at the Determination Date
                              immediately preceding the Call Option Date) in
                              full,

                        the Issuer Trustee must, prior to giving notice to the
                        Seller, obtain the consent by way of an Extraordinary
                        Resolution of the Noteholders in favour of making a
                        Clean-Up Offer for the Aggregate Stated Amount (without
                        double counting) of all Notes.

RECONVEYANCE
                  5.5   Upon receipt of the Clean-Up Offer Amount by the Issuer
                        Trustee in immediately available funds:

                        (a)   the Issuer Trustee's entire right and interest in
                              the Purchased Mortgage Loans is automatically
                              extinguished; and

                        (b)   the Issuer Trustee must apply the Clean-Up Offer
                              Amount towards the redemption of the A$ Notes in
                              accordance with


<PAGE>
                                                                              27
--------------------------------------------------------------------------------


                              clause 8.16 of this deed and the redemption of the
                              Class A Notes in accordance with the Class A Note
                              Conditions.

CLEAN-UP AMOUNT
                  5.6   Where:

                        (a)   the Total Invested Amount of all Notes on any
                              Determination Date is less than or equal to 10% of
                              the A$ Equivalent of the aggregate of the Initial
                              Invested Amount of all Notes; and

                        (b)   the Issuer Trustee has not been directed by the
                              Global Trust Manager to redeem all of the Notes
                              outstanding on the next Payment Date or the Issuer
                              Trustee has been directed by the Global Trust
                              Manager to redeem all of the Notes on the next
                              Payment Date but the Issuer Trustee has
                              insufficient funds on that Payment Date to do so,

                        then the Global Trust Manager must, on that Payment
                        Date:

                              (i)    calculate the Clean-Up Amount as at the
                                     Determination Date immediately preceding
                                     that Payment Date;

                              (ii)   notify the Seller, the Issuer Trustee and
                                     each Current Rating Agency of the Clean-Up
                                     Amount and the method of its calculation;
                                     and

                              (iii)  direct the Issuer Trustee to:

                                     (A)    as soon as practicable, establish in
                                            the name of the Issuer Trustee a
                                            bank account with an Eligible Bank;

                                     (B)    deduct an amount equal to the
                                            Clean-Up Amount as at that
                                            Determination Date from the amount
                                            (if any) payable to the Residual
                                            Income Unitholders under clause
                                            14.10(f) on that Payment Date; and

                                     (C)    deposit the amount deducted in
                                            accordance with clause 5.6(iii)(B)
                                            into the Clean-Up Account and hold
                                            that amount on trust for the
                                            Residual Income Unitholders until
                                            that amount is repaid to the
                                            Residual Income Unitholders in
                                            accordance with clause 5.7.

                  5.7   The Issuer Trustee must only withdraw any amount
                        standing to the credit of the Clean-Up Account:

                        (a)   if, on any Determination Date after the first
                              Payment Date referred to in clause 5.6(i), the
                              Issuer Trustee determines that Extraordinary
                              Expenses have been incurred by the Issuer Trustee
                              during the immediately preceding Collection
                              Period, to meet in whole or in part the payment or
                              satisfaction of such Extraordinary Expenses on the
                              next Payment Date; and

                        (b)   upon the first to occur of:

                              (i)    the date on which all Notes have been fully
                                     and finally redeemed in accordance with the
                                     Master Trust Deed and this deed; and


<PAGE>
                                                                              28
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                              (ii)   the Termination Date of the Trust,

                        to pay the amount standing to the credit of the Clean-Up
                        Account to the Residual Income Unitholders.

                  5.8   The Global Trust Manager must, on each Payment Date,
                        notify the Residual Income Unitholders of any withdrawal
                        made by the Issuer Trustee under clause 5.7.

PURCHASE OF DEFAULTED LOANS
                  5.9   Subject to clause 5.10, the Servicer may at its option
                        (but in no circumstances is obliged to) from time to
                        time offer to the Issuer Trustee to purchase from the
                        Issuer Trustee a Purchased Mortgage Loan in respect of
                        which default in payment of any amount due in respect of
                        the related Housing Loan has occurred and has continued
                        for a period of 90 consecutive days or more. If the
                        Servicer makes any such offer, the price that it must
                        pay to the Issuer Trustee in respect of a Purchased
                        Mortgage Loan is an amount equal to the Repurchase Price
                        of the Housing Loan comprising part of that Purchased
                        Mortgage Loan. Upon payment of that amount, any right,
                        title and interest of the Issuer Trustee is extinguished
                        in favour of the Servicer and the Issuer Trustee must
                        execute whatever documents the Servicer requires to
                        complete such extinguishment.

                  5.10  The Servicer must not exercise the option contained in
                        clause 5.9 in respect of a Purchased Mortgage Loan
                        unless the Repurchase Price of the Housing Loan
                        comprising part of that Purchased Mortgage Loan is at
                        least equal to the then Unpaid Balance of the Housing
                        Loan that comprises part of that Purchased Mortgage
                        Loan.

6     MORTGAGE LOANS
--------------------------------------------------------------------------------
REQUIREMENT TO SATISFY
                  6.1   Each Mortgage Loan to be purchased by the Issuer Trustee
                        must be a Qualifying Mortgage Loan.

                  6.2   The Issuer Trustee is not required to investigate
                        whether any Mortgage Loan is a Qualifying Mortgage Loan
                        and is not liable to any person in any manner whatsoever
                        if any Mortgage Loan is not a Qualifying Mortgage Loan.



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PART 3 - THE NOTES

7     PURPOSE
------------------------------------------------------------------------------
PURPOSE
                  7.1   (a)   Subject to clause 7.2, the Issuer Trustee must, as
                              directed by the Global Trust Manager, use the
                              proceeds of all Notes (other than Redraw Notes)
                              and all payments received from each Currency Swap
                              on the Closing Date to fund the acquisition of
                              Mortgage Loans (or to fund Authorised Investments
                              to be acquired with any surplus of the proceeds
                              and payments over the amount required to fund the
                              acquisition of the Mortgage Loans, such surplus
                              created due to the size of the parcels of Notes to
                              be issued) or for any other purpose agreed between
                              the Issuer Trustee and the Global Trust Manager
                              (and which each Current Rating Agency confirms in
                              writing will not have an Adverse Rating Effect).

                        (b)   The Issuer Trustee must, as directed by the Global
                              Trust Manager, use the proceeds of all Redraw
                              Notes to meet the Issuer Trustee's obligations in
                              respect of the reimbursement of Redraws and the
                              repayment of the Redraw Principal Outstanding in
                              accordance with clause 8.3. Any surplus of the
                              proceeds of issue over the amounts required to
                              meet such obligations created due to the size of
                              the parcels of Notes to be issued is to be
                              distributed in accordance with clause 14.13.

CRITERIA
                  7.2   Notwithstanding any other provision of the Transaction
                        Documents in respect of the Trust, the Global Trust
                        Manager must not direct the Issuer Trustee to issue
                        Notes under this deed to acquire, or invest in, any
                        Mortgage Loans or to reimburse the Seller in respect of
                        Redraws unless such Mortgage Loans are Qualifying
                        Mortgage Loans. In this regard, the Global Trust Manager
                        is entitled to rely upon a representation and warranty
                        from the Seller that such Mortgage Loans are Qualifying
                        Mortgage Loans.

GENERAL
                  7.3   The Issuer Trustee (at the direction of the Global Trust
                        Manager) may issue Notes, for the purposes set out in
                        clause 7.1 in accordance with this deed.

8     TERMS OF ISSUE OF THE NOTES
--------------------------------------------------------------------------------
NOTES TO BE ISSUED
                  8.1   The Issuer Trustee will, subject to satisfaction of the
                        conditions precedent described in clause 9.1 of the
                        Master Trust Deed, and on the direction of the Global
                        Trust Manager, issue three classes of Notes as follows:

                        (a)   the Class A Notes;

                        (b)   the Class B Notes; and

                        (c)   the Redraw Notes.


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                                                                              30
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FORM, CONSTITUENT DOCUMENTS AND DENOMINATION OF THE NOTES

                  8.2   (a)   (CLASS A NOTES): The Class A Notes will be:

                              (i)    in book-entry form, without coupons;

                              (ii)   upon issue represented by one or more
                                     Book-Entry Notes (and interests in such
                                     Book-Entry Notes may be exchanged for
                                     Definitive Notes in the circumstances set
                                     out in the Note Trust Deed); and

                              (iii)  constituted, issued and authenticated
                                     pursuant to the Note Trust Deed and will be
                                     denominated in US$.

                        (b)   (A$ NOTES): The A$ Notes will, upon issue, be in
                              the form of registered debt securities, will be
                              constituted pursuant to the Master Trust Deed and
                              this deed and will be denominated in A$. The A$
                              Notes are direct, secured, limited recourse
                              obligations of the Issuer Trustee and (in the case
                              of the Class B Notes only) are subordinated in the
                              manner set out in this deed. Each of the Class B
                              Notes and the Redraw Notes rank equally and
                              rateably and without any preference or priority
                              among themselves.

ISSUE OF REDRAW NOTES

                  8.3   If the Issuer Trustee receives:

                        (a)   a notice from the Global Trust Manager; and

                        (b)   written confirmation from each Current Rating
                              Agency that the proposed issue of Redraw Notes
                              will not result in an Adverse Rating Effect
                              (provided that, if such confirmation is requested
                              but is not received by the Global Trust Manager by
                              the close of business on the day which is 2
                              Business Days after the date on which the
                              confirmation is requested, the Global Trust
                              Manager and the Issuer Trustee may assume that the
                              proposed issue of Redraw Notes will not result in
                              an Adverse Rating Effect),

                        the Issuer Trustee must, on the Payment Date referred to
                        in the notice, issue Redraw Notes up to the amount
                        specified in the notice and at the A$ Note Margin
                        specified in the notice.

                  8.4   The Global Trust Manager may give such notice to the
                        Issuer Trustee if, on or prior to a Determination Date,
                        the Global Trust Manager considers that the Principal
                        Collections to be calculated on the relevant
                        Determination Date (disregarding any proposed issue of
                        Redraw Notes on the immediately following Payment Date)

                        ; (as estimated by the Global Trust Manager) are likely
                        to be insufficient to meet in full the aggregate of any
                        Redraws provided by the Seller during the preceding
                        Collection Periods and due to be repaid or reimbursed to
                        the Seller pursuant to clause 14.13(a) on the
                        immediately following Payment Date.Where the relevant
                        calculations are made by the Global Trust Manager before
                        the relevant Determination Date, such calculations and
                        amounts will be the Global Trust Manager's estimate, as
                        at the date of calculation, of such calculations and
                        amounts.


<PAGE>
                                                                              31
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                        The Total Invested Amount of the Redraw Notes
                        outstanding on any Determination Date must not exceed
                        the amount specified by the Global Trust Manager and
                        which is the subject of the confirmation referred to in
                        clause 8.3(b) from each Current Rating Agency.

INITIAL INVESTED AMOUNT OF THE NOTES

                  8.5   (a)   (CLASS A NOTES): Each Class A Note on its issue
                              will have an Initial Invested Amount as set out on
                              the face of that Class A Note and will be issued
                              at par value.

                        (b)   (A$ NOTES): Each A$ Note on its issue will have an
                              Initial Invested Amount of $500,000 and will be
                              issued at par value.

INTEREST ON THE CLASS A NOTES
                  8.6   Each Class A Note will accrue interest, and such
                        interest will be calculated and payable, in accordance
                        with the Class A Note Conditions.

INTEREST ON THE A$ NOTES
                  8.7   Each A$ Note will have interest payable in respect of
                        each Interest Period calculated:

                        (a)   at the A$ Note Interest Rate for that A$ Note for
                              that Interest Period;

                        (b)   on the Invested Amount of that A$ Note on the
                              first day of that Interest Period (after taking
                              into account any reduction in the Invested Amount
                              of that A$ Note on that day); and

                        (c)   on the basis of the actual number of days in that
                              Interest Period and a year of 365 days,

                        and payable in arrears on each Payment Date.

                        Each A$ Note will cease to accrue interest from the date
                        upon which the A$ Note is redeemed in accordance with
                        clause 8.9(b), unless upon such date, payment is
                        improperly withheld or refused in which case the A$ Note
                        will continue to accrue interest in accordance with this
                        deed (both before and after judgment) until but
                        excluding the earlier of the day on which all sums due
                        in respect of the A$ Note up to that day are received by
                        or on behalf of the relevant Noteholder and the seventh
                        day after notice is given to the Noteholder that such
                        payment will be made, provided that such payment is in
                        fact made on that day.

OVERDUE INTEREST
                  8.8   (a)   (CLASS A NOTES): If interest is not paid in
                              respect of a Class A Note on the date when due and
                              payable in accordance with the Class A Note
                              Conditions, the unpaid interest will in turn bear
                              interest in accordance with the Class A Note
                              Conditions.

                        (b)   (A$ NOTES): If any interest is not paid in respect
                              of an A$ Note on the date when due and payable in
                              accordance with this deed (but without regard to
                              any limitation herein contained) that unpaid
                              interest will in turn bear interest at the A$ Note
                              Interest Rate from time to time applicable for the
                              relevant A$ Note


<PAGE>
                                                                              32
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                              until (but excluding) the date on which the unpaid
                              interest is paid in accordance with clause
                              14.8(f).

REDEMPTION
                  8.9   (a)   (CLASS A NOTES) The Class A Notes will be redeemed
                              (or deemed to be redeemed) in accordance with the
                              Class A Note Conditions.

                        (b)   (A$ NOTES) Each A$ Note will be fully and finally
                              redeemed, and the obligations of the Issuer
                              Trustee with respect to the payment of the
                              Invested Amount of that A$ Note will be fully and
                              finally discharged, on the first to occur of:

                              (i)    the date upon which the Invested Amount of
                                     that A$ Note is reduced to zero and all
                                     accrued but previously unpaid interest is
                                     paid in full (including, but not limited
                                     to, the exercise by the Issuer Trustee of
                                     the Clean-Up Option);

                              (ii)   if the Stated Amount in relation to the A$
                                     Note is less than the Invested Amount in
                                     relation to the A$ Note, the date on which
                                     the Stated Amount of that A$ Note is
                                     reduced to zero and all accrued but
                                     previously unpaid interest is paid in full
                                     (including, but not limited to, the
                                     exercise by the Issuer Trustee of the
                                     Clean-Up Option);

                              (iii)  the date upon which the relevant Noteholder
                                     renounces all of its rights to any amounts
                                     payable under or in respect of that A$
                                     Note;

                              (iv)   the Final Maturity Date; and

                              (v)    the date upon which the Issuer Trustee
                                     completes a sale and realisation of all
                                     Assets of the Trust in accordance with the
                                     Master Trust Deed and this deed and the
                                     proceeds of such sale and realisation are
                                     applied, to the extent available, to repay
                                     the Invested Amount plus any accrued, but
                                     unpaid, A$ Note Interest Amount in respect
                                     of that A$ Note in accordance with the
                                     Master Trust Deed or this deed.

                              Each A$ Note redeemed in full (or deemed to be
                              redeemed in full) pursuant to this deed will be
                              cancelled and may not be resold or reissued.

ISSUER TRUSTEE'S COVENANT TO THE NOTEHOLDERS
                  8.10  Subject to the terms of the Master Trust Deed and this
                        deed, the Issuer Trustee:

                        (a)   acknowledges to each Noteholder its indebtedness
                              in respect of the Invested Amount of each Note;
                              and


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                        (b)   covenants for the benefit of each Noteholder:

                              (i)    to make all payments of interest in respect
                                     of the Notes held by the Noteholder on each
                                     Payment Date;

                              (ii)   to comply with the terms of this deed and
                                     the Transaction Documents to which it is a
                                     party; and

                              (iii)  to pay the Stated Amount, together with all
                                     then accrued but unpaid interest, in
                                     relation to the Notes held by the
                                     Noteholder on the Final Maturity Date.

                        Subject to this deed (and in the case of the Class A
                        Notes the Class A Note Conditions), no amount of
                        principal will be paid in respect of a Note in excess of
                        the Stated Amount of that Note.

REGISTER
                  8.11  The Issuer Trustee shall keep an up to date Register in
                        respect of the $A Notes in accordance with Schedule 1.
                        The Register may be maintained in electronic form.

TRANSFER AND TRANSMISSION OF NOTES
                  8.12  (a)   (TRANSFER OF A$ NOTES IN ACCORDANCE WITH
                              CORPORATIONS LAW): A Noteholder is only entitled
                              to transfer an A$ Note if the offer of the A$ Note
                              for sale, or the invitation to purchase the A$
                              Note, to the proposed transferee by the Noteholder
                              is an offer or invitation that does not need
                              disclosure to investors under Part 6D.2 of Chapter
                              6 of the Corporations Law and otherwise complies
                              with the Corporations Law and if the transfer of
                              the A$ Note complies with Schedule 2.

                        (b)   (REGULATION S): An A$ Note may not be offered or
                              sold within the United States of America or to, or
                              for the account or benefit of, United States
                              persons except in accordance with Regulation S
                              under the Securities Act or pursuant to an
                              exemption from the registration requirements of
                              the Securities Act. Terms used in this clause 8.12
                              have the meaning given to them by Regulation S
                              under the Securities Act.

TAXATION
                  8.13  All payments in respect of the Notes will be made
                        without withholding or deduction for, or on account of,
                        any present or future taxes, duties or charges of
                        whatsoever nature unless the Issuer Trustee (or, in the
                        case of the Class A Notes, any Paying Agent) is required
                        by any applicable law to make such a withholding or
                        deduction. In that event the Issuer Trustee (or, in the
                        case of the Class A Notes, any Paying Agent) will, after
                        making such withholding or deduction, account to the
                        relevant authorities for the amount so required to be
                        withheld or deducted. Neither the Issuer Trustee nor any
                        such Paying Agent will be obliged to make any additional
                        payments in respect of the relevant Notes in relation to
                        the withholding or deduction. Immediately after becoming
                        aware that such a withholding or deduction is or will be
                        required, the Issuer Trustee will notify the Note
                        Trustee or the relevant Noteholders in the manner
                        required by the Transaction Documents.


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PRESCRIPTION
                  8.14  A Note will become void in its entirety unless
                        surrendered for payment within a period of 10 years from
                        the Relevant Date in respect of any payment of principal
                        or interest thereon, the effect of which will be to
                        reduce the Stated Amount of, and all accrued but unpaid
                        interest on, that Note to zero. After the date on which
                        a Note becomes void in its entirety, no claim can be
                        made in respect of it.

                        "RELEVANT DATE" in respect of a Note means the date on
                        which a payment in respect thereof first becomes due or,
                        if the full amount of the moneys payable in respect of
                        the Note which is due on or before that date has not
                        been duly received by the relevant Noteholder on or
                        prior to such date, the date on which the full amount of
                        such moneys has been so received.

ROUNDING OF PAYMENTS
                  8.15  Except as otherwise specified in this deed, all payments
                        in respect of a given currency will be rounded to the
                        nearest cent of that currency.

CALL OPTION
                  8.16  (a)   The Issuer Trustee will, subject to the other
                              provisions of this deed, when directed by the
                              Global Trust Manager (at the Global Trust
                              Manager's option), redeem all, but not some only,
                              of the Notes at their then Invested Amount
                              (without double counting), subject to the
                              following, together with all accrued but unpaid
                              interest in respect of the Notes to (but
                              excluding) the date of redemption, on any Call
                              Option Date.

                        (b)   Notwithstanding the foregoing, the Issuer Trustee
                              may redeem the Notes at their Stated Amount on a
                              Call Option Date, instead of at their Invested
                              Amount (without double counting), together with
                              accrued but unpaid interest in respect of the
                              Notes to (but excluding) the date of redemption,
                              if so approved by an Extraordinary Resolution of
                              the Noteholders.

                        (c)   The Issuer Trustee must not redeem the Notes
                              unless it is in a position on the relevant Call
                              Option Date to repay the then Invested Amounts or
                              the Stated Amounts (without double counting), as
                              required, of the Notes together with all accrued
                              but unpaid interest to (but excluding) the date of
                              redemption and to discharge all its liabilities in
                              respect of amounts which are required under the
                              Master Security Trust Deed and this deed to be
                              paid in priority to or equally with the Notes as
                              if the Deed of Charge in respect of the Trust were
                              enforced.

REDEMPTION FOR TAXATION OR OTHER REASONS
                  8.17  (a)   If the Global Trust Manager satisfies the Issuer
                              Trustee (and, in the case of the Class A Notes,
                              the Note Trustee) immediately prior to giving the
                              direction referred to below that by virtue of
                              either a change in law of the Commonwealth of
                              Australia or any of its political subdivisions or
                              any of its authorities or any other jurisdiction
                              to which the Issuer Trustee becomes subject (a
                              "RELEVANT JURISDICTION"), or a change in


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                              the application or official interpretation
                              thereof, from that in effect on the Closing Date,
                              either:

                              (i)    on the next Payment Date the Issuer Trustee
                                     will be required to deduct or withhold from
                                     any payment of principal or interest in
                                     respect of the Notes including
                                     corresponding payments under any Currency
                                     Swap, any amount for or on account of any
                                     present or future taxes, duties,
                                     assessments or governmental charges of
                                     whatever nature imposed, levied, collected,
                                     withheld or assessed by a Relevant
                                     Jurisdiction; or

                              (ii)   on the next Payment Date the total amount
                                     payable in respect of interest in relation
                                     to any of the Mortgage Loans for a
                                     Collection Period ceases to be receivable
                                     (whether or not actually received) by the
                                     Issuer Trustee by reason of any present or
                                     future taxes, duties, assessments or
                                     governmental charges of whatever nature
                                     imposed, levied, collected, withheld or
                                     assessed by a Relevant Jurisdiction,

                              and, in each case, such obligation cannot be
                              avoided by the Issuer Trustee taking reasonable
                              measures available to it, the Issuer Trustee must,
                              when so directed by the Global Trust Manager (at
                              the Global Trust Manager's option), redeem all,
                              but not some only, of the Notes on any subsequent
                              Payment Date at their then Invested Amount without
                              double counting, subject to the following,
                              together with accrued but unpaid interest in
                              respect of the Notes to (but excluding) the date
                              of redemption. Notwithstanding the foregoing, the
                              Issuer Trustee may redeem the Notes at their
                              Stated Amount, instead of at their Invested Amount
                              without double counting, together with accrued but
                              unpaid interest in respect of the Notes to (but
                              excluding) the date of redemption, if so approved
                              by an Extraordinary Resolution of the Noteholders.

                        (b)   The Global Trust Manager will not direct the
                              Issuer Trustee to, and the Issuer Trustee will
                              not, so redeem the Notes unless the Issuer Trustee
                              is in a position on such Call Option Date to repay
                              in respect of the Notes their then Invested Amount
                              or Stated Amount (without double counting), as
                              required, together with all accrued but unpaid
                              interest to (but excluding) the date of redemption
                              and to discharge all its liabilities in respect of
                              amounts which are required under the Master
                              Security Trust Deed and this deed to be paid in
                              priority to or equally with the Notes as if the
                              Deed of Charge in respect of the Trust was
                              enforced.

                        (c)   This clause is subject to the Class A Notes
                              Conditions in respect of the Class A Notes.

                  8.18  For the purpose of any redemption under clauses 8.16 and
                        8.17, the Issuer Trustee may rely on any certificate
                        from an Authorised Person of the Global Trust Manager
                        that the Issuer Trustee will be in a position to repay
                        the Notes at their then Invested Amount or Stated Amount
                        without double counting, as applicable, together with
                        all


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                        accrued but unpaid interest to (but excluding) the date
                        of redemption and to discharge all its liabilities in
                        respect of amounts which are required under the Master
                        Security Trust Deed and this deed to be paid in priority
                        to or equally with the Notes as if the Deed of Charge in
                        respect of the Trust were enforced.

9     CONDITIONS PRECEDENT
--------------------------------------------------------------------------------
CONDITIONS PRECEDENT TO THE ISSUE OF NOTES
                  9.1   The obligation of the Issuer Trustee to issue Notes is
                        subject to:

                        (a)   (CONSTITUTION) receipt by the Global Trust Manager
                              of a certified copy of the constitution of the
                              Seller and the Servicer;

                        (b)   (TRANSACTION DOCUMENTS) receipt by the Global
                              Trust Manager of a certified copy of each executed
                              and (where relevant) stamped Transaction Document;

                        (c)   (RATING) confirmation from each Current Rating
                              Agency that the Class A Notes have been assigned a
                              provisional rating of AAA (in the case of S&P and
                              Fitch) and Aaa (in the case of Moody's) and the
                              Class B Notes have been assigned a provisional
                              rating of AA (in the case of S&P and Fitch) and
                              Aa2 (in the case of Moody's); and

                        (d)   (LEGAL OPINIONS) receipt by the Global Trust
                              Manager of:

                              (i)    a legal opinion from Mallesons Stephen
                                     Jaques, in relation to the obligations of
                                     the Global Trust Manager, the Seller, the
                                     Depositor, the Servicer, the Liquidity
                                     Facility Provider, the Redraw Facility
                                     Provider, the Currency Swap Provider, the
                                     Basis Swap Provider and the Fixed Rate Swap
                                     Provider under the Transaction Documents to
                                     which they are bound;

                              (ii)   a legal opinion from Henry Davis York, in
                                     relation to the obligations of the Issuer
                                     Trustee under the Transaction Documents to
                                     which it is bound;

                              (iii)  a legal opinion from Brown & Wood LLP, in
                                     relation to the validity and enforceability
                                     of the obligations of the Seller, the
                                     Depositor and the Global Trust Manager in
                                     relation to the Transaction Documents which
                                     are expressed to be governed by the laws of
                                     New York and as to certain other matters of
                                     United States law;

                              (iv)   a legal opinion from Emmett, Marvin and
                                     Martin LLP as to the due execution by The
                                     Bank of New York of the Transaction
                                     Documents to which it is a party and
                                     Emmett, Marvin and Martin LLP in relation
                                     to the obligations of The Bank of New York
                                     under the Transaction Documents to which it
                                     is bound;

                              (v)    an opinion in respect of each Currency Swap
                                     Provider in relation to the validity and
                                     enforceability of the


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                                                                              37
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                                     obligations of each Currency Swap Provider
                                     under each Currency Swap; and

                              (vi)   a legal opinion from Allen Allen & Hemsley
                                     as to the validity and enforceability of
                                     the Pool Insurance Policy.

                              The Global Trust Manager must provide confirmation
                              to the Issuer Trustee upon its receipt of such
                              documents.

10    REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
                  10.1  Each of the Issuer Trustee, the Servicer and the Global
                        Trust Manager represents and warrants to each other (but
                        with respect to itself only) as follows:

                        (a)   (INCORPORATION) it is validly incorporated and
                              existing under the laws pursuant to which it
                              purports to have been incorporated;

                        (b)   (CORPORATE POWER) it has the corporate power to
                              own its assets and to carry on its business as it
                              is now being conducted and the business proposed
                              to be conducted under this deed;

                        (c)   (POWER) it has full power and authority to enter
                              into and perform its obligations under this deed
                              and each of the Transaction Documents to which it
                              is a party;

                        (d)   (ALL ACTION TAKEN) it has taken all necessary
                              internal corporate action to authorise the
                              execution, delivery and performance of this deed
                              and each of the Transaction Documents to which it
                              is a party in accordance with their respective
                              terms and no additional approval or consent of any
                              person is required;

                        (e)   (VALIDITY OF OBLIGATIONS) this deed and each of
                              the Transaction Documents to which it is a party
                              constitute legal, valid and binding obligations of
                              it and, subject to any necessary stamping and
                              registration and to doctrines of equity and laws
                              and defences generally affecting creditors'
                              rights, are enforceable in accordance with their
                              respective terms;

                        (f)   (NO VIOLATION) the execution, delivery and
                              performance by it of this deed and each 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;

                              (ii)   the constitution or other constituent
                                     documents of it; or

                              (iii)  any Encumbrance or document which is
                                     binding upon it or any of its assets,


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                              and (except, in the case of the Issuer Trustee and
                              the Servicer, in respect of the Deed of Charge)
                              does not and will not result in:

                              (iv)   the creation or imposition of any
                                     Encumbrance or restriction of any nature on
                                     any of its assets under the provision of;
                                     or

                              (v)    the acceleration of the date of payment of
                                     any obligation existing under,

                              any Encumbrance or document which is binding
                              upon it or its assets;

                        (g)   (AUTHORISATIONS) it has obtained all
                              Authorisations necessary for it to enter into, and
                              perform its obligations under, the Transaction
                              Documents and such Authorisations remain in full
                              force and effect.

TRUST REPRESENTATIONS AND WARRANTIES
                  10.2  Without limiting the representations and warranties
                        provided in clause 10.1, the Issuer Trustee represents
                        and warrants to the Global Trust Manager and the
                        Servicer that:

                        (a)   (CREATION OF TRUST) the Trust has been validly
                              created;

                        (b)   (APPOINTMENT OF ISSUER TRUSTEE) it has been
                              validly appointed as the trustee of the Trust;

                        (c)   (SOLE ISSUER TRUSTEE) it is the sole trustee of
                              the Trust;

                        (d)   (TRUST POWER) it has power under the Transaction
                              Documents to enter into, perform and comply with
                              its obligations, and to carry out the transactions
                              contemplated by, this deed;

                        (e)   (NO REMOVAL) as far as it is aware, there are no
                              proceedings to remove it as trustee of the Trust;
                              and

                        (f)   (VESTING DATE) the vesting date has not occurred
                              in respect of the Trust.

11    PAYMENTS
--------------------------------------------------------------------------------
MANNER
                  11.1  The Issuer Trustee and the Servicer will make all
                        payments under this deed:

                        (a)   in immediately available funds (unless otherwise
                              agreed) to the account specified by the payee, in
                              either case, by 4.00 pm (Melbourne time) on the
                              due date;

                        (b)   without set-off, counterclaim or other deduction;
                              and

                        (c)   in accordance with this deed.


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CLEARED FUNDS
                  11.2  Notwithstanding any other provision of this deed, where
                        the proceeds of a payment due to the Issuer Trustee on a
                        day are required to be applied by the Issuer Trustee
                        towards some other payment due on the same day, the
                        payment to the Issuer Trustee must be made in
                        immediately available funds in sufficient time to allow
                        the Issuer Trustee to make that other payment and the
                        Issuer Trustee will have no obligation to make the other
                        payment until the first payment has been made.



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PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS

12    COLLECTIONS
--------------------------------------------------------------------------------
ESTABLISHMENT OF COLLECTIONS ACCOUNT WITH SERVICER
                  12.1  Immediately following the date of constitution of the
                        Trust, the Issuer Trustee must establish the Collections
                        Account with the Servicer (provided that such Servicer
                        has the Required Credit Rating) or such other Eligible
                        Bank as the Global Trust Manager may determine from time
                        to time.

REMITTANCE TO COLLECTION ACCOUNT
                  12.2  To the extent that the Servicer is the Seller and the
                        Servicer has the Required Credit Rating, it is entitled
                        to retain any Collections in respect of a Collection
                        Period until 10.00 am (Melbourne time) on the Payment
                        Date following the end of the relevant Collection
                        Period, on or before which time it must deposit such
                        Collections into the Collections Account or pay such
                        amount in the manner directed by the Issuer Trustee
                        (acting on the direction of the Global Trust Manager).

                  12.3  To the extent that the Servicer is not the Seller, and
                        for so long as the Servicer has short term credit
                        ratings of no lower than A-1 from S&P, P-1 from Moody's
                        and F1 from Fitch, it may retain Collections until
                        10:00am (Melbourne time) on the Business Day which is
                        the earlier of 30 days from receipt and 2 Business Days
                        before the Payment Date following the end of the
                        relevant Collection Period. However, while the sum of
                        all Collections held by the Servicer and the value of
                        any short term Authorised Investments which are with, or
                        issued by, a bank or financial institution which has a
                        short-term credit rating of A-1 from S&P exceeds an
                        amount equal to 20% of the Aggregate Stated Amount of
                        all Notes, the Servicer will only be entitled to retain
                        any additional Collections received for 2 Business Days
                        following receipt.

                  12.4  Subject to clauses 12.2 and 12.3, the Servicer must
                        remit all Collections it receives to the Collections
                        Account within 2 Business Days of receipt of such
                        Collections.

SERVICER'S COLLECTIONS
                  12.5  The Issuer Trustee irrevocably authorises the Servicer
                        to deduct from any amount received from a Debtor in
                        respect of, in relation to or in connection with, a
                        Purchased Mortgage Loan, the amount of any Servicer's
                        Collections and for the Servicer to retain that amount
                        for its own account.

13    TERMINATION OF THE SWAPS AND APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
CALCULATION OF THRESHOLD RATE
                  13.1  The Global Trust Manager shall, on each Payment Date
                        after the date on which the Basis Swap is terminated and
                        not replaced in the manner contemplated by clause
                        13.2(a)(i), and on any other date required by the
                        Transaction Documents:

                        (a)   calculate the Threshold Rate on that day; and


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                        (b)   notify the Issuer Trustee, the Servicer and the
                              Seller of that Threshold Rate.

TERMINATION OF BASIS SWAP OR FIXED RATE SWAP
                  13.2  If, at any time, the Basis Swap or the Fixed Rate Swap
                        terminates due to the default or failure to perform by
                        the Basis Swap Provider or the Fixed Rate Swap Provider
                        (as the case may be), the Global Trust Manager and the
                        Issuer Trustee must endeavour to:

                        (a)   in the case of the Basis Swap:

                              (i)    (in the case of the Issuer Trustee, to the
                                     extent that the Global Trust Manager has
                                     made appropriate arrangements to ensure
                                     that it is possible for the Issuer Trustee
                                     to) enter into a replacement swap on
                                     substantially similar terms and with a
                                     counterparty acceptable to each Current
                                     Rating Agency;

                              (ii)   (in the case of the Issuer Trustee, to the
                                     extent that the Global Trust Manager has
                                     made appropriate arrangements to ensure
                                     that it is possible for the Issuer Trustee
                                     to) ensure the Seller sets the weighted
                                     average (rounded up to 4 decimal places) of
                                     the variable interest rates payable under
                                     each applicable Purchased Mortgage Loan
                                     which then forms part of the Assets of the
                                     Trust to at least equal to the Threshold
                                     Rate; or

                              (iii)  (in the case of the Issuer Trustee, to the
                                     extent that the Global Trust Manager has
                                     made appropriate arrangements to ensure
                                     that it is possible for the Issuer Trustee
                                     to) within 3 Business Days, enter into such
                                     other arrangements which each Current
                                     Rating Agency has confirmed will not result
                                     in an Adverse Rating Effect; and

                        (b)   in the case of the Fixed Rate Swap, within 3
                              Business Days:

                              (i)    (in the case of the Issuer Trustee, to the
                                     extent that the Global Trust Manager has
                                     made appropriate arrangements to ensure
                                     that it is possible for the Issuer Trustee
                                     to) immediately enter into a replacement
                                     swap on substantially similar terms and
                                     with a counterparty acceptable to each
                                     Current Rating Agency; or

                              (ii)   (in the case of the Issuer Trustee, to the
                                     extent that the Global Trust Manager has
                                     made appropriate arrangements to ensure
                                     that it is possible for the Issuer Trustee
                                     to) enter into such other arrangements
                                     which each Current Rating Agency has
                                     confirmed will not result in an Adverse
                                     Rating Effect.

SERVICER'S DISCRETION
                  13.3  If clause 13.2(a)(ii) applies, the Seller may, at its
                        discretion, set the interest rate on the Purchased
                        Mortgage Loans (where permitted under the relevant Loan
                        Agreement) at an interest rate higher than the Threshold
                        Rate.

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ISSUER TRUSTEE'S POWER
                  13.4  If the Issuer Trustee has notice that the Seller has
                        failed to fulfil its obligations under clause
                        13.2(a)(ii), the Issuer Trustee has the power to set the
                        interest rate on the Purchased Mortgage Loans in
                        accordance with clause 13.2(a)(ii).

TERMINATION OF LINKED DEPOSIT ACCOUNTS
                  13.5  The Seller will, following notice by the Issuer Trustee
                        to the relevant Debtors after the occurrence of a Title
                        Perfection Event, subject to any contractual notice
                        requirements by which the Seller is bound, promptly
                        withdraw all interest off-set benefits (if any) that
                        would otherwise be available to Debtors under the terms
                        of their Linked Deposit Accounts.

GROSS UP FOR LINKED DEPOSIT ACCOUNTS
                  13.6  The Seller must pay the Servicer (as part of the
                        Collections to be deposited by the Servicer into the
                        Collections Account) any amount which would otherwise be
                        received by the Servicer as a Collection to the extent
                        that the obligation to pay such amounts is discharged or
                        reduced by virtue of the terms of a Linked Deposit
                        Account. Such payment must be made on the day that the
                        relevant amount would otherwise have been received.

14    CASHFLOW ALLOCATION METHODOLOGY
------------------------------------------------------------------------------
GENERAL
                  14.1  Prior to the occurrence of an Event of Default, the
                        Collections, Other Income and any amount required to be
                        drawn under the Support Facilities will be allocated by
                        the Global Trust Manager and paid in accordance with
                        clauses 14.2 to 14.17 below.

COLLECTION PERIOD
                  14.2  The Servicer will collect all Collections on behalf of
                        the Issuer Trustee during each Collection Period. On
                        each Determination Date, the Global Trust Manager will
                        allocate the Collections between Finance Charge
                        Collections and Principal Collections.

FINANCE CHARGE COLLECTIONS
                  14.3  On each Determination Date, the Finance Charge
                        Collections for the immediately preceding Collection
                        Period will be calculated by the Global Trust Manager as
                        the aggregate of the following items:

                        (a)   any interest and other amounts in the nature of
                              interest or income (including any previously
                              capitalised interest) received in respect of any
                              Purchased Mortgage Loan, or any similar amount
                              deemed by the Servicer to be in the nature of
                              income or interest, including without limitation
                              amounts of that nature:

                              (i)    recovered from the enforcement of a
                                     Purchased Mortgage Loan (but excluding any
                                     amount received under any Mortgage
                                     Insurance Policy);

                              (ii)   paid by a Debtor following notice given to
                                     that Debtor in accordance with clause 13.5;


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                              (iii)  paid by the Seller or the Servicer to the
                                     Issuer Trustee upon repurchase of a
                                     Purchased Mortgage Loan;

                              (iv)   paid by another trust or any other person
                                     as an Accrued Interest Adjustment upon the
                                     transfer of a Purchased Mortgage Loan from
                                     the Trust to that other trust or that
                                     person;

                              (v)    payable as interest by a Debtor on a Redraw
                                     from the date on which the relevant Redraw
                                     was provided by the Seller; (vi) received
                                     from the Seller or the Servicer in respect
                                     of a breach of a representation or warranty
                                     contained in the Transaction Documents in
                                     respect of a Purchased Mortgage Loan or
                                     under any obligation to indemnify or
                                     reimburse the Issuer Trustee; and

                              (vii)  received from the Seller under clause 13.6
                                     of this deed; and

                        (b)   any Recoveries received in respect of a Purchased
                              Mortgage Loan.

CALCULATION OF AVAILABLE INCOME
                  14.4  On each Determination Date, the Available Income is
                        calculated by the Global Trust Manager (without double
                        counting) as follows:

                        (a)   the Finance Charge Collections received during the
                              immediately preceding Collection Period; plus

                        (b)   the Mortgage Insurance Interest Proceeds received
                              during the immediately preceding Collection
                              Period; plus

                        (c)   any Other Income in respect of that Determination
                              Date; plus

                        (d)   any net payments due to be received by the Issuer
                              Trustee under the Fixed Rate Swap or the Basis
                              Swap on the next Payment Date; plus

                        (e)   all other amounts received by or on behalf of the
                              Issuer Trustee in respect of the Assets of the
                              Trust in the nature of income.

PRINCIPAL DRAW
                  14.5  If, on any Determination Date, there is a Payment
                        Shortfall then the Global Trust Manager must direct the
                        Issuer Trustee to make a Principal Draw on the Payment
                        Date immediately following that Determination Date equal
                        to the lesser of:

                        (a)   the Payment Shortfall; and

                        (b)   the amount of Principal Collections available for
                              application for that purpose on the following
                              Payment Date in accordance with clause 14.13(c),

                        and apply it towards the Payment Shortfall.


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LIQUIDITY DRAWING
                  14.6  If, on any Determination Date, there is a Liquidity
                        Shortfall, the Global Trust Manager must direct the
                        Issuer Trustee to make a Liquidity Drawing on the
                        Payment Date immediately following that Determination
                        Date equal to the lesser of:

                        (a)   the Liquidity Shortfall on that Determination
                              Date; and

                        (b)   the Available Liquidity Amount on that
                              Determination Date.

                        The Issuer Trustee must, if so directed by the Global
                        Trust Manager, make that Liquidity Drawing and have the
                        proceeds deposited or transferred into the Collections
                        Account on the relevant Payment Date.

CALCULATION AND APPLICATION OF TOTAL AVAILABLE INCOME
                  14.7  On each Determination Date, the Total Available Income
                        is calculated as the aggregate of:

                        (a)   any Available Income calculated in accordance with
                              clause 14.4 on that Determination Date;

                        (b)   any Principal Draw calculated in accordance with
                              clause 14.5 on that Determination Date; and

                        (c)   any Liquidity Drawing calculated in accordance
                              with clause 14.6 on that Determination Date.

                        The Total Available Income in respect of a Determination
                        Date must be applied on the immediately following
                        Payment Date to meet Required Payments in accordance
                        with clause 14.8.

REQUIRED PAYMENTS (INTEREST WATERFALL)
                  14.8  The Global Trust Manager must direct the Issuer Trustee
                        to pay (or direct the payment of) the following items in
                        the following order of priority out of the Total
                        Available Income (as calculated on the relevant
                        Determination Date) on each Payment Date:

                        (a)   first, at the Global Trust Manager's discretion,
                              up to $1 to each Residual Income Unitholder;

                        (b)   second, solely with respect to the first Payment
                              Date, any Accrued Interest Adjustment to the
                              Seller upon the transfer of any Mortgage Loan to
                              the Trust during the Collection Period immediately
                              preceding that Payment Date;

                        (c)   third, pari passu and rateably:

                              (i)    any Taxes payable in relation to the Trust
                                     for the Collection Period immediately
                                     preceding that Payment Date;

                              (ii)   the Issuer Trustee's fee payable on that
                                     Payment Date;

                              (iii)  the Servicer's fee payable on that Payment
                                     Date;

                              (iv)   the Global Trust Manager's fee payable on
                                     that Payment Date;


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                              (v)    the Security Trustee's fee payable on that
                                     Payment Date;

                              (vi)   any Enforcement Expenses incurred during
                                     the Collection Period immediately preceding
                                     that Payment Date; and

                              (vii)  any other Expenses of the Trust incurred
                                     during the Collection Period immediately
                                     preceding that Payment Date;

                        (d)   fourth, pari passu and rateably:

                              (i)    any fees payable by the Issuer Trustee on
                                     that Payment Date under the Redraw Facility
                                     Agreement and the Liquidity Facility
                                     Agreement;

                              (ii)   any net amount payable by the Issuer
                                     Trustee on that Payment Date under the
                                     Basis Swap and the Fixed Rate Swap; and

                        (e)   fifth, to the Liquidity Facility Provider in
                              repayment or reimbursement of any Liquidity
                              Drawing made before that Payment Date;

                        (f)   sixth, pari passu and rateably:

                              (i)    to each Currency Swap Provider, such amount
                                     of the A$ Class A Interest Amount for the
                                     Interest Period ending on (but excluding)
                                     that Payment Date as is payable to the
                                     Currency Swap Provider on that Payment Date
                                     in accordance with the relevant Currency
                                     Swap and any unpaid A$ Class A Interest
                                     Amounts in respect of preceding Interest
                                     Periods;

                              (ii)   the A$ Note Interest Amounts for the Redraw
                                     Notes for the Interest Period ending on
                                     (but excluding) that Payment Date and any
                                     unpaid A$ Note Interest Amounts for the
                                     Redraw Notes in respect of preceding
                                     Interest Periods;

                              (iii)  any interest payable by the Issuer Trustee
                                     under the Redraw Facility Agreement for the
                                     Interest Period ending on (but excluding)
                                     that Payment Date and any unpaid interest
                                     amounts for the Redraw Facility in respect
                                     of preceding Interest Periods; and

                              (iv)   any interest payable by the Issuer Trustee
                                     under the Liquidity Facility Agreement for
                                     the Interest Period ending on (but
                                     excluding) that Payment Date and any unpaid
                                     interest in respect of preceding Interest
                                     Periods; and

                        (g)   seventh, the A$ Note Interest Amount for the Class
                              B Notes for the Interest Period ending on (but
                              excluding) that Payment


<PAGE>
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                              Date and any unpaid A$ Note Interest Amounts for
                              the Class B Notes in respect of preceding Interest
                              Periods.

                        The Issuer Trustee will only make a payment under any of
                        paragraphs (a) to (g) inclusive to the extent that any
                        Total Available Income remains from which to make the
                        payment after amounts with priority to that amount have
                        been paid and distributed.

                  14.9  On each Payment Date that any amount is payable to a
                        Currency Swap Provider under clause 14.8(f)(i), the
                        Issuer Trustee must comply with Condition 6.9 of the
                        Class A Note Conditions.

EXCESS AVAILABLE INCOME
                  14.10 To the extent that, on any Payment Date, the Total
                        Available Income exceeds the amounts payable under
                        clause 14.8 (as calculated on the relevant Determination
                        Date) ("EXCESS AVAILABLE INCOME"), the Global Trust
                        Manager must apply any such excess and direct the Issuer
                        Trustee to pay (or direct the payment of) such amount on
                        that Payment Date in the following order of priority:

                        (a)   firstly, pari passu and rateably:

                              (i)    as an allocation to the A$ Class A
                                     Principal, an amount equal to any Principal
                                     Charge-Offs allocated to the Class A Notes
                                     on that Determination Date in respect of
                                     Principal Charge-Offs for the immediately
                                     preceding Collection Period;

                              (ii)   as an allocation to the Redraw Principal,
                                     an amount equal to any Principal
                                     Charge-Offs allocated to the Redraw
                                     Principal Outstanding on that Determination
                                     Date in respect of Principal Charge-Offs
                                     for the immediately preceding Collection
                                     Period; and

                              (iii)  as an allocation to the Redraw Note
                                     Principal, an amount equal to any Principal
                                     Charge-Offs allocated to the Redraw Note
                                     Principal on that Determination Date in
                                     respect of Principal Charge-Offs for the
                                     immediately preceding Collection Period;

                        (b)   second, pari passu and rateably:

                              (i)    as an allocation to the A$ Class A
                                     Principal, an amount equal to the Carryover
                                     Principal Charge-Offs in respect of the
                                     Class A Notes;

                              (ii)   as an allocation to the Redraw Principal,
                                     an amount equal to the Carryover Principal
                                     Charge-Offs in respect of the Redraw
                                     Principal Outstanding; and

                              (iii)  as an allocation to the Redraw Note
                                     Principal, an amount equal to the Carryover
                                     Principal Charge-Offs in respect of the
                                     Redraw Note Principal;

                        (c)   third, as an allocation to the Class B Principal,
                              an amount equal to any Principal Charge-Offs
                              allocated to the Class B


<PAGE>
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                              Notes on the immediately preceding Determination
                              Date in respect of Principal Charge-Offs for the
                              immediately preceding Collection Period;

                        (d)   fourth, as an allocation to the Class B Principal,
                              an amount equal to any Carryover Principal
                              Charge-Offs in respect of the Class B Notes;

                        (e)   fifth, all Principal Draws which have not been
                              repaid as at that Payment Date; and

                        (f)   sixth, as to any surplus, pari passu and rateably
                              to each Residual Income Unitholder by way of
                              distribution of the income of the Trust.

                        The Issuer Trustee will only make a payment under any of
                        paragraphs (a) to (f) above inclusive to the extent that
                        any Excess Available Income remains from which to make
                        the payment after amounts with priority to that amount
                        have been paid and distributed.

PRINCIPAL COLLECTIONS

                  14.11 On each Determination Date, the Principal Collections is
                        calculated as to the aggregate of:

                        (a)   (i)    the Collections for the immediately
                                     preceding Collection Period;

                              (ii)   any amount to be drawn under the Redraw
                                     Facility Agreement on the Payment Date
                                     immediately following that Determination
                                     Date in accordance with clause 14.12;

                              (iii)  the issue proceeds of any Redraw Notes to
                                     be issued on the Payment Date immediately
                                     following that Determination Date in
                                     accordance with clause 8.3; and (iv) in
                                     respect of the first Determination Date
                                     only, any amount received by the Issuer
                                     Trustee upon the initial issue of Notes in
                                     excess of the Purchase Price of Purchased
                                     Mortgage Loans,

                        less the sum of:

                        (b)   the Finance Charge Collections as calculated on
                              that Determination Date; and

                        (c)   any Mortgage Insurance Interest Proceeds received
                              during the immediately preceding Collection
                              Period.

REDRAW SHORTFALL
                  14.12 If the Global Trust Manager determines on any
                        Determination Date that there is a Redraw Shortfall, the
                        Global Trust Manager must direct the Issuer Trustee in
                        writing to request from the Redraw Facility Provider, in
                        accordance with the Redraw Facility Agreement, a Redraw
                        Drawing under the Redraw Facility Agreement on the



<PAGE>
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                        immediately following Payment Date in an amount equal to
                        the lesser of:

                        (a)   the Redraw Shortfall on that Determination Date;
                              and

                        (b)   the Available Redraw Amount on that Determination
                              Date.

                        The Issuer Trustee must, if so directed by the Global
                        Trust Manager, make that Redraw Drawing and have the
                        proceeds deposited or transferred into the Collections
                        Account on the relevant Payment Date.

PRINCIPAL DISTRIBUTIONS

                  14.13 On each Payment Date and based on the calculations,
                        instructions and directions provided to it by the Global
                        Trust Manager, the Issuer Trustee must distribute out of
                        Principal Collections (as calculated on the
                        Determination Date immediately preceding that Payment
                        Date), the following amounts in the following order of
                        priority:

                        (a)   first, to repay or reimburse any Redraws provided
                              by the Seller (up to and including the last day of
                              the immediately preceding Collection Period) in
                              relation to the Housing Loans comprising part of
                              the Purchased Mortgage Loans to the extent that
                              they have not previously been repaid or
                              reimbursed;

                        (b)   second, an amount equal to the Redraw Principal
                              Outstanding (as calculated on the Determination
                              Date immediately preceding that Payment Date but
                              excluding any Redraw Drawings to be made on that
                              Payment Date and any Redraw Principal to be paid
                              on that Payment Date under clause 14.14(b)) will
                              be allocated to the Redraw Principal to be applied
                              in accordance with clause 14.14(b) on that Payment
                              Date;

                        (c)   third, as a Principal Draw (if required) under
                              clause 14.5 on that Payment Date;

                        (d)   fourth, an amount equal to the Aggregate Stated
                              Amount of the Redraw Notes (as calculated on the
                              Determination Date immediately preceding that
                              Payment Date but excluding any Redraw Note
                              Principal to be paid on that Payment Date under
                              clause 14.14(c)) will be allocated to the Redraw
                              Note Principal to be applied in accordance with
                              clause 14.14(c) on that Payment Date;

                        (e)   fifth, an amount equal to the aggregate of:

                              (i)    Class A Note Percentage of the Principal
                                     Collections; and

                              (ii)   the Stepdown Percentage (calculated on the
                                     immediately preceding Determination date)
                                     of the Class B Percentage of the Principal
                                     Collections,

                              will be allocated to the A$ Class A Principal to
                              be applied in accordance with clause 14.14(a) on
                              that Payment Date;


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                        (f)   sixth, an amount equal to the Class B Percentage
                              of the Principal Collections (after any
                              application of the Stepdown Percentage under
                              paragraph (e) above) will be allocated to the
                              Class B Principal to be applied in accordance with
                              clause 14.14(d) on that Payment Date; and

                        (g)   seventh, as to any surplus (if any), to the
                              Residual Capital Unitholder.

                        The Issuer Trustee will only make a payment under any of
                        paragraphs (a) to (g) inclusive to the extent that any
                        Principal Collections remain from which to make the
                        payment after amounts with priority to that amount have
                        been paid and distributed.

PAYMENTS OF PRINCIPAL ON THE NOTES AND TO THE REDRAW FACILITY PROVIDER
                  14.14 On each Payment Date prior to the occurrence of an Event
                        of Default, the Issuer Trustee must, in accordance with
                        the directions given by the Global Trust Manager and
                        subject to the payment priority provided for in clause
                        14.13, pay:

                        (a)   (A$ CLASS A PRINCIPAL) the A$ Class A Principal
                              payable for that Payment Date to each Currency
                              Swap Provider in accordance with Condition 7.2(a)
                              of the Class A Note Conditions and the terms of
                              the relevant Currency Swap and comply with
                              Condition 7.2 of the Class A Note Conditions;

                        (b)   (REDRAW PRINCIPAL) the Redraw Principal payable
                              for that Payment Date to the Redraw Facility
                              Provider towards the Redraw Principal Outstanding
                              (as calculated on the Determination Date
                              immediately preceding that Payment Date but
                              excluding any Redraw Principal to be paid to the
                              Redraw Facility Provider under this clause
                              14.14(b) on that Payment Date);

                        (c)   (REDRAW NOTE PRINCIPAL) the Redraw Note Principal
                              payable for that Payment Date, amongst the Redraw
                              Notes (if any) as a repayment of principal on the
                              Redraw Notes in the following order:

                              (i)    first, pari passu and rateably amongst
                                     those Redraw Notes with the earliest Issue
                                     Date until the Aggregate Stated Amount of
                                     those Redraw Notes (as calculated on the
                                     Determination Date immediately preceding
                                     that Payment Date but without double
                                     counting amounts to be paid under this
                                     clause 14.14(c) on that Payment Date) is
                                     reduced to zero;

                              (ii)   secondly, pari passu and rateably amongst
                                     those Redraw Notes with the next earliest
                                     Issue Date (if any) until the Aggregate
                                     Stated Amount (as calculated on the
                                     Determination Date immediately preceding
                                     that Payment Date but without double
                                     counting amounts to be paid under this
                                     clause 14.14(c) on that Payment Date) of
                                     those Redraw Notes is reduced to zero; and


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                                                                              50
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                              (iii)  subsequently, pari passu and rateably
                                     amongst each subsequent group of Redraw
                                     Notes (if any) with the same Issue Date
                                     until the Aggregate Stated Amount of those
                                     Redraw Notes (as calculated on the
                                     Determination Date immediately preceding
                                     that Payment Date but without double
                                     counting amounts to be paid under this
                                     clause 14.14(c) on that Payment Date) is
                                     reduced to zero on the basis that a Redraw
                                     Note will not be entitled to any payment in
                                     respect of principal under this clause
                                     14.14(c) until the Aggregate Stated Amount
                                     of all Redraw Notes with an earlier Issue
                                     Date than that Redraw Note has been reduced
                                     to zero; and

                        (d)   (CLASS B PRINCIPAL) the Class B Principal payable
                              for that Payment Date, pari passu and rateably
                              amongst the Class B Notes until the Aggregate
                              Stated Amount of the Class B Notes (as calculated
                              on the Determination Date immediately preceding
                              that Payment Date but without double counting
                              amounts to be paid under this clause 14.14(d) on
                              that Payment Date) is reduced to zero.

PRINCIPAL CHARGE-OFFS
                14.14A  If, on any Determination Date, the Global Trust Manager
                        determines that there are Principal Charge-Offs in
                        respect of the immediately preceding Collection Period,
                        the Global Trust Manager must, on that Determination
                        Date, allocate such Principal Charge-Offs in the
                        following order:

                        (a)   first, towards the Class B Notes until the amount
                              so allocated equals the Aggregate Stated Amount
                              (without double counting) of the Class B Notes (as
                              at that Determination Date); and

                        (b)   second, pari passu and rateably (based on the
                              Aggregate Stated Amounts of the relevant Notes and
                              the Redraw Principal Outstanding as at the
                              immediately preceding Determination Date) towards:

                              (i)    the Class A Notes until the amount so
                                     allocated equals the Aggregate Stated
                                     Amount (without double counting) of the
                                     Class A Notes (as at that Determination
                                     Date);

                              (ii)   the Redraw Principal Outstanding until the
                                     amount so allocated equals the Redraw
                                     Principal Outstanding (without double
                                     counting) (as at that Determination Date);
                                     and

                              (iii)  the Redraw Notes until the amount so
                                     allocated equals the Aggregate Stated
                                     Amount (without double counting) of the
                                     Redraw Notes (as at that Determination
                                     Date).


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CARRYOVER PRINCIPAL CHARGE-OFFS
                  14.15 If, on any Determination Date, the Principal Charge-Offs
                        for the immediately preceding Collection Period exceed
                        the amount of the Excess Available Income available for
                        allocation to Principal Charge-Offs under clause
                        14.10(a) on that Determination Date, the Global Trust
                        Manager must, on and with effect from the next Payment
                        Date:

                        (a)   first, (without double counting any Principal
                              Charge-Offs) reduce the Aggregate Stated Amount of
                              the Class B Notes by the amount of that excess
                              until the Aggregate Stated Amount of the Class B
                              Notes (as at that Determination Date) is reduced
                              to zero; and

                        (b)   second, (without double counting any Principal
                              Charge-Offs) pari passu and rateably (based on the
                              Aggregate Stated Amounts of the relevant Notes and
                              the Redraw Principal Outstanding as at the
                              immediately preceding Determination Date) reduce:

                              (i)    the Aggregate Stated Amount of the Class A
                                     Notes by the amount of that excess until
                                     the Aggregate Stated Amount of the Class A
                                     Notes (as at that Determination Date) is
                                     reduced to zero;

                              (ii)   the Redraw Principal Outstanding by the
                                     amount of that excess until the Redraw
                                     Principal Outstanding (as at that
                                     Determination Date) is reduced to zero; and

                              (iii)  the Aggregate Stated Amount of the Redraw
                                     Notes by theamount of that excess until the
                                     Aggregate Stated Amount of the Redraw Notes
                                     (as at that Determination Date) is reduced
                                     to zero,

                        (each a "CARRYOVER PRINCIPAL CHARGE-OFF").

INCREASES
                  14.16 To the extent that on any Determination Date amounts are
                        available for allocation under clauses 14.10(b) and (d),
                        then an amount equal to these amounts shall be applied
                        on the next Payment Date to increase respectively:

                        (a)   first, pari passu and rateably (based on the
                              Aggregate Stated Amounts of the relevant Notes and
                              the Redraw Principal Outstanding as at the
                              immediately preceding Determination Date), the
                              Aggregate Stated Amount of the Class A Notes,
                              until it reaches the Total Invested Amount of the
                              Class A Notes (as at that Determination Date), the
                              Redraw Principal until it reaches the Redraw
                              Principal Outstanding (as at that Determination
                              Date) and the Aggregate Stated Amount of the
                              Redraw Notes until it reaches the Total Invested
                              Amount of the Redraw Notes (as at that
                              Determination Date); and

                        (b)   second, the Aggregate Stated Amount of the Class B
                              Notes until it reaches the Total Invested Amount
                              of the Class B Notes (as at that Determination
                              Date).


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EARLY REPAYMENT COSTS
                  14.17 On each Determination Date, the Global Trust Manager
                        will calculate the aggregate of the Early Repayment
                        Costs in respect of the Purchased Mortgage Loans during
                        the immediately preceding Collection Period and will
                        direct the Servicer to pay that amount, on the
                        immediately following Payment Date, to the Fixed Rate
                        Swap Provider under the terms of the Fixed Rate Swap.

APPLICATION OF PROCEEDS FOLLOWING AN EVENT OF DEFAULT
                  14.18 Following the occurrence of an Event of Default, the
                        Security Trustee must apply all moneys received by it in
                        respect of the Secured Property in the following order:

                        (a)   first, to pay rateably amounts owing or payable
                              under the Master Security Trust Deed to indemnify
                              the Security Trustee against all loss and
                              liability incurred by the Security Trustee or any
                              receiver in acting under the Master Security Trust
                              Deed, except the Receiver's remuneration;

                        (b)   second, to pay rateably any fees and any
                              liabilities, losses, costs, claims, expenses,
                              actions, damages, demands, charges, stamp duties
                              and other taxes due to the Global Trust Manager,
                              the Issuer Trustee, the Security Trustee, the Note
                              Trustee or any Agent and the Receiver's
                              remuneration;

                        (c)   third, to pay rateably other outgoings and
                              liabilities that the Receiver, the Issuer Trustee,
                              the Global Trust Manager, the Security Trustee or
                              the Note Trustee have incurred in acting under the
                              Master Trust Deed, this deed, the Master Security
                              Trust Deed, and, in the case of the Note Trustee,
                              under the Note Trust Deed;

                        (d)   fourth, to pay rateably any security interests
                              over the Assets of the Trust of which the Security
                              Trustee is aware having priority to the Deed of
                              Charge in the order of their priority;

                        (e)   fifth, to pay rateably:

                              (i)    the Seller any unpaid Accrued Interest
                                     Adjustment; and

                              (ii)   the Fixed Rate Swap Provider and the Basis
                                     Swap Provider amounts in respect of
                                     collateral or prepayments owing under the
                                     Fixed Rate Swap or Basis Swap;

                        (f)   sixth, to pay rateably:

                              (i)    the Class A Noteholders and Redraw
                                     Noteholders all other Secured Moneys owing
                                     in relation to the Class A Notes and the
                                     Redraw Notes. For this purpose, the Secured
                                     Moneys owing in respect of the Class A
                                     Notes and Redraw Notes will be converted
                                     from US$ to Australian dollars at the A$
                                     Exchange Rate. This will be applied:


<PAGE>
                                                                              53
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                                     (A)    first, rateably towards all unpaid
                                            interest on the Class A Notes and
                                            Redraw Notes; and

                                     (B)    second, rateably to reduce the
                                            Aggregate Stated Amount of the Class
                                            A Notes and Redraw Notes;

                              (ii)   any other Secured Money owing to the
                                     Liquidity Facility Provider;

                              (iii)  any Secured Moneys owing to the Redraw
                                     Facility Provider, provided that for this
                                     purpose the Secured Moneys owing in respect
                                     of the Redraw Facility Provider will be the
                                     Redraw Principal Outstanding;

                              (iv)   rateably all other Secured Moneys owing to
                                     each Currency Swap Provider; and

                              (v)    rateably all other Secured Moneys owing to
                                     each Swap Provider (other than each
                                     Currency Swap Provider);

                        (g)   seventh, to pay rateably to the Class A
                              Noteholders, the Redraw Noteholders and the Redraw
                              Facility Provider, all Principal Charge-Offs and
                              Carryover Principal Charge-Offs constituting
                              remaining Secured Moneys owing in respect of the
                              Class A Notes, the Redraw Notes and the Redraw
                              Facility. For this purpose, the Secured Moneys in
                              respect of the Class A Notes will be converted
                              from US$ to Australian dollars at the A$ Exchange
                              Rate;

                        (h)   eighth, if there are still Secured Moneys owing in
                              respect of the Class A Notes and the Redraw Notes,
                              after the application of the preceding paragraphs,
                              to pay the remaining Secured Moneys owing in
                              relation to the Class A Notes and the Redraw
                              Notes;

                        (i)   ninth, equally to the Class B Noteholders to be
                              applied:

                              (A)    first, rateably towards all unpaid interest
                                     on the Class B Notes;

                              (B)    second, rateably to reduce the Aggregate
                                     Stated Amount of the Class B Notes;

                        (j)   tenth, to pay rateably to each Secured Creditor
                              any monetary liabilities owing to that Secured
                              Creditor under any Transaction Document and not
                              satisfied under the preceding paragraphs;

                        (k)   eleventh, to pay subsequent security interests
                              over the Assets of the Trust of which the Security
                              Trustee is aware, in the order of their priority;
                              and

                        (l)   twelfth, to pay any surplus to the Issuer Trustee
                              to be distributed in accordance with the terms of
                              the Master Trust Deed and this deed. The surplus
                              will not carry interest as against the Security
                              Trustee.


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EXCLUDED AMOUNT
                  14.19 The proceeds of any collateral provided by a Support
                        Facility Provider will not be treated as Secured
                        Property available for distribution in accordance with
                        clause 14.18. Any such collateral shall (subject to the
                        operation of any netting provisions in the relevant
                        Support Facility) be returned to the relevant Support
                        Facility Provider except to the extent that the relevant
                        Support Facility requires it to be applied to satisfy
                        any obligation owed to the Issuer Trustee by the
                        relevant Support Facility Provider.

15    DETERMINATIONS BY GLOBAL TRUST MANAGER
--------------------------------------------------------------------------------
DETERMINATIONS BY GLOBAL TRUST MANAGER
                  15.1  On each Determination Date, the Global Trust Manager
                        will (and where applicable, in respect of the Collection
                        Period ending immediately prior to that Determination
                        Date) determine or otherwise ascertain:

                        (a)   the Finance Charge Collections;

                        (b)   the Other Income;

                        (c)   the Mortgage Insurance Interest Proceeds;

                        (d)   the Available Income;

                        (e)   the Total Available Income;

                        (f)   the Principal Draw, if any;

                        (g)   the Liquidity Draw, if any;

                        (h)   the Expenses of the Trust;

                        (i)   the Required Payments (and each amount comprising
                              the Required Payments);

                        (j)   the Excess Available Income;

                        (k)   the Principal Collections;

                        (l)   the Redraw Shortfall (if any);

                        (m)   the Principal Charge-Offs (if any);

                        (n)   the Carryover Principal Charge-Offs (if any);

                        (o)   the Extraordinary Expenses, if any;

                        (p)   the Enforcement Expenses, if any; and

                        (q)   any other relevant determinations.


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                  15.2  The Global Trust Manager must:

                        (a)   notify the Issuer Trustee of each of the amounts
                              calculated by it in clause 15.1; and

                        (b)   instruct the Issuer Trustee as to the payments to
                              be made by the Issuer Trustee on the relevant
                              Payment Date in accordance with clause 14.

                  15.3  On or before midday on the day which is two Business
                        Days prior to each Payment Date, the Global Trust
                        Manager must:

                        (a)   determine any net amounts required to be drawn
                              under Support Facilities on that Payment Date;

                        (b)   notify the Issuer Trustee of such determinations;
                              and

                        (c)   direct the Issuer Trustee to make such drawings.

16    GLOBAL TRUST MANAGER, ISSUER TRUSTEE AND SERVICER FEES
------------------------------------------------------------------------------
GLOBAL TRUST MANAGER'S FEE
                  16.1  For the purposes of clause 26.1 of the Master Trust
                        Deed, and in consideration of the Global Trust Manager
                        performing its function and duties in respect of the
                        Trust, it will be paid a fee by the Issuer Trustee from
                        the Trust quarterly in arrears on each Payment Date
                        equal to the product of:

                        (a)   the Total Invested Amount of all Notes on the last
                              day of the Quarter ending immediately before that
                              Payment Date;

                        (b)   0.10% per annum or such other rate as is agreed by
                              the Global Trust Manager and the Issuer Trustee
                              from time to time, notice of which must be sent by
                              the Global Trust Manager to each Current Rating
                              Agency; and

                        (c)   the number of days between the immediately
                              preceding Payment Date and the current Payment
                              Date divided by 365 days,

                        provided that the fee payable to the Global Trust
                        Manager in respect of the first period shall be
                        calculated with respect to the number of days between
                        the Closing Date and the first Payment Date.

                        The fee shall accrue due from day to day.

ISSUER TRUSTEE'S FEE
                  16.2  For the purposes of clause 26.2 of the Master Trust
                        Deed, and in consideration of the Issuer Trustee
                        performing its functions and duties in respect of the
                        Trust it will receive a fee, in an amount and calculated
                        in such manner as may be agreed between the Issuer
                        Trustee and the Global Trust Manager from time to time
                        provided there is no Adverse Rating Effect.


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SERVICER'S FEE
                  16.3  For the purposes of clause 6.1 of the Servicing
                        Agreement, and in consideration of the Servicer
                        performing its functions and duties in respect of the
                        Trust, it will be paid a fee by the Issuer Trustee from
                        the Trust payable quarterly in arrears on each Payment
                        Date equal to the product of:

                        (a)   the aggregate Outstanding Principal Balance of all
                              Housing Loans comprising part of the Purchased
                              Mortgage Loans on the first day of the Quarter
                              ending immediately before that Payment Date;

                        (b)   0.40% per annum or such other rate as is agreed by
                              the Global Trust Manager, the Issuer Trustee and
                              the Servicer from time to time, notice of which
                              must be sent by the Global Trust Manager to each
                              Current Rating Agency; and

                        (c)   the number of days between the immediately
                              preceding Payment Date and the current Payment
                              Date divided by 365 days,

                        provided that the fee payable to the Servicer in respect
                        of the first period shall be calculated with respect to
                        the number of days between the day after the Cut-Off
                        Date and the first Payment Date and based on the
                        aggregate Outstanding Principal Balance of all Housing
                        Loans comprising part of the Purchased Mortgage Loans as
                        at the Cut-Off Date.

                        That fee shall accrue due from day to day.

FEE AND GST
                  16.4  The fees payable to the Global Trust Manager, the Issuer
                        Trustee and the Servicer are inclusive of GST. Each
                        supplier will provide the corresponding recipient any
                        reasonable documentation required for GST purposes so as
                        to enable the relevant recipient to receive an input tax
                        credit or tax refund for tax purposes.



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PART 5 - GENERAL

17    NOTICES
--------------------------------------------------------------------------------
NOTICES
                  17.1  Any notice, request, certificate, approval, demand,
                        consent or other communication to be given under this
                        deed:

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

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or sent by facsimile to the
                              facsimile number of the addressee, or sent by
                              e-mail to the e-mail address of the addressee set
                              out below or as are notified by the party to the
                              other parties as its address for service of
                              communications pursuant to this deed.

                              ISSUER TRUSTEE:

                              Address:    Level 3
                                          39 Hunter Street
                                          Sydney   NSW   2000
                              Facsimile:  (61 2) 9221 7870
                              Attention:  Manager, Securitisation
                              E-mail:     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

                              SECURITY TRUSTEE:

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

                              SELLER:

                              Address:    Level 24
                                          500 Bourke Street
                                          Melbourne   Vic   3000
                              Facsimile:  (61 3) 8641 4927
                              Attention:  Company Secretary

                              SERVICER:


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                                                                              58
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<TABLE>
<S>                                       <C>
                              Address:    Level 1
                                          120 Spencer Street
                                          Melbourne   Vic   3000
                              Facsimile:  (61 3) 9601 7600
                              Attention:  Head of Servicing and Head of Securitisation
</TABLE>

DEEMED RECEIPT
                  17.2  A notice, request, certificate, demand, consent or other
                        communication under this deed is deemed to have been
                        received:

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

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

                        (c)   where sent by facsimile, on production by the
                              dispatching facsimile machine of a transmission
                              report by the machine from which the facsimile was
                              sent which indicates that the facsimile was sent
                              in its entirety to the facsimile number of the
                              recipient; and

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

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

18    COUNTERPARTS
--------------------------------------------------------------------------------
                        This deed may be executed in any number of counterparts.
                        All counterparts together will be taken to constitute
                        one instrument.

19    DAMAGES
------------------------------------------------------------------------------
CLAIM FOR DAMAGES
                  19.1  Where this deed provides for damages to be payable by
                        the Seller, the Servicer or the Global Trust Manager to
                        the Issuer Trustee:

                        (a)   (CLAIM MUST BE IN WRITING) a written notice of a
                              claim for damages must be provided to the relevant
                              party by the Issuer Trustee;

                        (b)   (CLAIM MUST SPECIFY THE AMOUNT OF DAMAGES) such
                              notice must specify the amount of damages claimed
                              and how such amount has been determined by
                              reference to the loss incurred as a result of the
                              breach leading to the claim for damages; and

                        (c)   (ISSUER TRUSTEE MUST ACT ON INSTRUCTIONS) the
                              Issuer Trustee in preparing a notice in accordance
                              with clauses 19.1(a) and (b) will act on the
                              instructions of the Global Trust Manager (in the
                              case of a claim against the Seller or the
                              Servicer) or take expert advice, if necessary (in
                              the case of a claim against the Global Trust
                              Manager).


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ALLOCATION OF DAMAGES
                  6.2   If damages or indemnities are payable to the Issuer
                        Trustee by the Servicer, the Seller or the Global Trust
                        Manager for breach of a representation, warranty or
                        obligation under the Master Trust Deed, this deed or
                        another Transaction Document, such damages (or
                        indemnities, as the case may be) are to be treated as
                        Finance Charge Collections. On each Determination Date
                        the Global Trust Manager must notify the Issuer Trustee
                        of the damages (or the indemnities, as the case may be)
                        received (if any) in the Collection Period just ended.

20    MISCELLANEOUS
--------------------------------------------------------------------------------
CERTIFICATE
                  20.1  A certificate signed by the Issuer Trustee or its
                        solicitors about a matter or about a sum payable to the
                        Issuer Trustee in connection with this deed 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
                  20.2  The Issuer Trustee or an attorney appointed under this
                        deed may exercise a right, power or remedy at its
                        discretion, and separately or concurrently with another
                        right, power or remedy. A single or partial exercise of
                        a right, power or remedy by the Issuer Trustee does not
                        prevent a further exercise of that or an exercise of any
                        other right, power or remedy. Failure by the Issuer
                        Trustee to exercise or delay in exercising a right,
                        power or remedy does not prevent its exercise. The
                        Issuer Trustee is not liable for any loss caused by its
                        exercise, attempted exercise, failure to exercise or
                        delay in exercising it except in the case of the Issuer
                        Trustee, its negligence, fraud or breach of trust.

WAIVER AND VARIATION
                  20.3  A provision of or a right created under this deed may
                        not be waived or varied except in writing signed by the
                        party or parties to be bound.

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

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


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                                                                              60
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REMEDIES CUMULATIVE
                  20.6  The rights, powers and remedies provided in this deed
                        are cumulative with and not exclusive of the rights,
                        powers or remedies provided by law independently of this
                        deed.

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

TIME OF THE ESSENCE
                  20.8  Time is of the essence in this deed in respect of an
                        obligation of the Issuer Trustee to pay money.

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

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

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

ACKNOWLEDGMENT
                  20.10 The parties acknowledge and agree that the Issuer
                        Trustee and the Global Trust Manager in exercising their
                        powers and discretions under this deed, and in
                        performing their obligations under this deed, must act
                        in accordance with their duties and obligations under
                        the Transaction Documents in respect of the Trust and
                        may exercise such powers and discretions as provided in
                        the Transaction Documents in respect of the Trust and
                        (without limitation) in forming any opinion may obtain
                        and act upon the advice of persons who are not parties
                        to the Transaction Documents in respect of the Trust.

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

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

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


<PAGE>
                                                                              61
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SIGNATURES
                  20.14 The Issuer Trustee and the Global Trust Manager may rely
                        on the validity of any signature on any transfer, form
                        of application or other instrument or document unless
                        the Issuer Trustee or the Global Trust Manager (as the
                        case may be) has reasonable grounds to believe that the
                        signature is not genuine. Neither the Issuer Trustee nor
                        the Global Trust Manager is liable to make good out of
                        its own funds any loss incurred by any person if a
                        signature is forged or otherwise fails to bind the
                        person whose signature it purports to be or on whose
                        behalf it purports to be made. Any such loss, subject to
                        any right of reimbursement from any other person
                        (including the Global Trust Manager) is to be borne by
                        the relevant Trust in respect of which the loss is
                        incurred.

21    GOVERNING LAW
--------------------------------------------------------------------------------
GOVERNING LAW
                  21.1  This deed and each Trust are governed by the law in
                        force in the Australian Capital Territory and the
                        rights, liabilities and obligations of the parties to it
                        are governed by the laws in force in the Australian
                        Capital Territory.

SUBMISSION TO JURISDICTION
                  21.2  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
                  21.3  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 17.

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

23    SELLER TRUST
--------------------------------------------------------------------------------
CONSTITUTION OF SELLER TRUST
                  23.1  Subject to this clause 23, a Seller Trust is constituted
                        upon execution of this deed and the payment of $20 by
                        the Seller to the Issuer Trustee. The Seller Trust
                        Assets of the Seller Trust vest in the Issuer Trustee
                        and are held by the Issuer Trustee on the terms of and
                        subject to this deed.


<PAGE>
                                                                              62
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DECLARATION OF TRUST
                  23.2  The Issuer Trustee declares that it will hold all its
                        right, title and interest in the Seller Trust Assets of
                        the Seller Trust on bare trust for the Seller.

                  23.3  With respect to:

                        (a)   the Trust, the Issuer Trustee will hold all of its
                              right, title and interest in so much of any
                              Mortgage Loan, Mortgage Title Documents and
                              Monetary Rights for each Purchased Mortgage Loan
                              from time to time assigned to the Issuer Trustee
                              (including, without limitation, the proceeds of
                              enforcement of that Purchased Mortgage Loan) as is
                              necessary to enable the full and final repayment
                              of all amounts owing by the Debtor in respect of
                              the Purchased Mortgage Loan, on trust for the
                              Trust; and

                        (b)   the Seller Trust, the Issuer Trustee will hold
                              each Other Secured Liability and the balance (if
                              any) of any Mortgage Loans, Mortgage Title
                              Documents and Monetary Rights on trust for the
                              Seller Trust.

ENTITLEMENT
                  23.4  The beneficial interest in the Seller Trust Assets
                        relating to the Seller Trust vests absolutely in the
                        Seller.

DEALING WITH ASSETS
                  23.5  Subject to the terms of this deed:

                        (a)   the Seller is entitled to deal with the Seller
                              Trust Assets in its absolute discretion;

                        (b)   the Issuer Trustee must not deal with the Seller
                              Trust Assets of the Seller Trust other than in
                              accordance with the directions given to it by the
                              Seller from time to time; and

                        (c)   the Issuer Trustee must act in accordance with any
                              direction given to it by the Seller in respect of
                              the Seller Trust Assets,

                        except if the Issuer Trustee considers that it would be
                        illegal for the Issuer Trustee to do so, would
                        constitute a breach of any document, agreement or law or
                        would result in the Issuer Trustee's exposure to a risk
                        of personal liability where the Issuer Trustee is not
                        satisfied, in its absolute discretion, that the Seller
                        will be able to indemnify or reimburse the Issuer
                        Trustee in accordance with clause 23.11.

TREATMENT OF SHARED COLLATERAL
                  23.6  Where:

                        (a)   a Purchased Mortgage Loan forms part of the Trust;

                        (b)   an Other Secured Liability forms part of the
                              Seller Trust; and

                        (c)   the Mortgage which secures the Mortgage Loan also,
                              in accordance with the terms of this deed, secures
                              the Other Secured Liability,


<PAGE>
                                                                              63
--------------------------------------------------------------------------------
                        then all moneys received by the Seller, the Servicer,
                        the Global Trust Manager, or the Issuer Trustee or any
                        receiver, receiver and manager or attorney under or in
                        relation to a Purchased Mortgage Loan or any Other
                        Secured Liability as a result of the enforcement of a
                        Purchased Mortgage Loan shall be applied in accordance
                        with the directions of the Global Trust Manager and in
                        the following order of priority:

                        (d)   first, to meet all costs, charges and expenses of
                              the Issuer Trustee or the relevant mortgagee or
                              any receiver, receiver and manager or attorney
                              incurred in the enforcement of the Purchased
                              Mortgage Loan;

                        (e)   second, in satisfaction of amounts owing under the
                              Purchased Mortgage Loan, to be held on the terms
                              of the Trust; and

                        (f)   third, as to any excess, in satisfaction of the
                              Other Secured Liability.

                        For the avoidance of doubt, the Seller acknowledges
                        that:

                              (i)    it may not take any action that would
                                     restrict or prevent the transfer of, and
                                     its consent will not be required to
                                     transfer, Mortgage Loans between trusts, or
                                     from the Trust to any other person, in
                                     accordance with this deed and the Master
                                     Trust Deed or any other action which the
                                     Issuer Trustee may take in respect of the
                                     Mortgage Loans in accordance with this deed
                                     and the Master Trust Deed (provided that
                                     the other trust, or the other person, to
                                     whom the Mortgage Loans are transferred is
                                     made aware of the existence of the
                                     interests of the Seller in the Mortgage
                                     Loans);

                              (ii)   it will not, and has no right to, take any
                                     action which may affect or restrict the
                                     ability of the Issuer Trustee or the
                                     Security Trustee (or any receiver, receiver
                                     and manager or attorney appointed by any of
                                     them) to take any enforcement action in
                                     respect of a Mortgage Loan. The Seller will
                                     not demand, nor will it receive (or be
                                     entitled to receive) any payment in respect
                                     of an interest in the Mortgage Loan until
                                     all payments referred to in clauses 23.6(d)
                                     and (e) have been paid in full; and

                              (iii)  it may not direct the Issuer Trustee to
                                     take any action with respect to a Seller
                                     Trust Asset that may prejudice the
                                     interests of Unitholders and/or Secured
                                     Creditors.

PROCEEDS
                  23.7  Subject to clause 23.6, the Seller may retain any
                        proceeds received by it from the Seller Trust Assets of
                        the Seller Trust.

                  23.8  Subject to clause 23.6, the Issuer Trustee must
                        immediately pay to or at the direction of the Seller any
                        proceeds the Issuer Trustee receives in respect of the
                        Seller Trust Assets of the Seller Trust. Any such
                        payment constitutes a good discharge of the Issuer
                        Trustee.


<PAGE>
                                                                              64
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CLAW-BACK
                  23.9  The Seller must immediately pay to or at the direction
                        of the Issuer Trustee any payments made erroneously by
                        the Issuer Trustee to the Seller under clause 23.8.

DUTIES
                  23.10 (a)   The Issuer Trustee owes no fiduciary or other
                              duties to the Seller in respect of the Seller
                              Trust Assets of the Seller Trust other than as set
                              out in this clause. The Issuer Trustee is not, in
                              any event, liable to the Seller for any loss to
                              the Seller Trust Assets of a Seller Trust as a
                              result of acting on the directions of the Seller
                              or for not acting as a result of the Seller
                              failing to give a direction to the Issuer Trustee.
                              The only recourse of the Seller against the Issuer
                              Trustee in respect of the Seller Trust will be for
                              any loss suffered by the Seller to the extent of
                              the Issuer Trustee's fraud, negligence or breach
                              of trust.

                        (b)   The Issuer Trustee has no liability to the
                              Unitholders of the Trust or to the Secured
                              Creditors of the Trust for acting on the
                              directions of the Seller (or for not acting, where
                              the Seller fails to give a direction to the Issuer
                              Trustee) in respect of the Seller Trust Assets
                              that are referable to the Trust.

INDEMNITY
                  23.11 Without limiting any other indemnity to which the Issuer
                        Trustee is entitled, and subject to clause 23.12, the
                        Seller indemnifies the Issuer Trustee against any cost,
                        expense, loss or liability incurred by the Issuer
                        Trustee as a result of any dealing with the Seller Trust
                        Assets by the Seller, the Issuer Trustee complying with
                        directions given to it by the Seller in respect of any
                        Seller Trust Assets or as a result of not acting if the
                        Seller gives it no direction. The Seller must pay or
                        reimburse the Issuer Trustee on demand for all expenses
                        payable in connection with this indemnity. The
                        provisions of clause 2 of the Definitions Schedule and
                        clauses 12.3, 12.5 and 12.8 to 12.24 (inclusive) of the
                        Master Trust Deed apply to the Seller Trust as if it
                        were a "Trust" as defined in the Master Trust Deed.

                  23.12 The indemnity given by the Seller in clause 23.11 will
                        not apply to the extent that the relevant cost, expense,
                        loss or liability arises as a result of the Issuer
                        Trustee's fraud, negligence or breach of trust.

TERMINATION
                  23.13 Subject to this deed, the Seller Trust terminates when
                        the Issuer Trustee ceases to have any right to or
                        interest in, the Seller Trust Assets of the Seller
                        Trust.

TRANSFER
                  23.14 If:

                        (a)   any Purchased Mortgage Loans are transferred from
                              the Trust to another trust in accordance with this
                              deed or the Master Trust Deed; and

                        (b)   a Seller Trust exists in respect of any such
                              Mortgage Loans,


<PAGE>
                                                                              65
--------------------------------------------------------------------------------
                        then, subject to this deed, the Seller Trust in respect
                        of the relevant Mortgage Loans will cease to exist in
                        respect of the Trust from which those Mortgage Loans are
                        transferred and the Seller Trust established under this
                        deed to which those Mortgage Loans are transferred will
                        from that time apply to those Mortgage Loans. The
                        consent or approval of the Seller is not required in
                        respect of such a transfer.

OTHER LIABILITIES
                  23.15 The Seller may provide additional or further financial
                        accommodation to a Debtor which is secured by a Shared
                        Security (other than any such financial accommodation
                        provided in respect of a Purchased Mortgage Loan) which
                        has been assigned to the Trust after that assignment has
                        taken place.

SHARED SECURITIES

                  23.16 (a)   The Issuer Trustee must not, and the Global Trust
                              Manager must not direct the Issuer Trustee to,
                              sell, transfer or grant any Security Interest over
                              any Shared Security which is held by it partly as
                              trustee for the Trust and partly by it as trustee
                              for the Seller Trust without notifying the
                              relevant transferee or holder of the Security
                              Interest of the existence of the interest of the
                              Seller as beneficiary of the Seller Trust in that
                              Shared Security.

                        (b)   The Seller (as beneficiary of the Seller Trust)
                              has the power, in the case of a Shared Security
                              over Land, to lodge a caveat over any Shared
                              Security where the Issuer Trustee has, in breach
                              of clause 23.16(a) sold, transferred or granted
                              any Security Interest or the Seller reasonably
                              believes that the Issuer Trustee will sell,
                              transfer or grant any Security Interest.

24    SELLER PROVISIONS
--------------------------------------------------------------------------------
SET-OFF
                  24.1  If the Seller exercises a right of set-off or
                        combination in respect of any Mortgage Loan, or if any
                        right of set-off is exercised against the Seller in
                        respect of any Mortgage Loan, the Seller must pay to the
                        Issuer Trustee, subject to any laws relating to
                        preferences (or the equivalent), the amount of,
                        respectively, any benefit accruing to the Seller as a
                        result of the exercise of its right of set-off or
                        combination or the amount of any right of set-off
                        exercised against the Seller.

SELLER DOWNGRADE
                  24.2  If at any time the Seller has a short term deposit
                        credit rating assigned by Moody's which is lower than
                        P-1 (or such other rating as is agreed between the
                        Global Trust Manager, the Issuer Trustee, the Seller and
                        Moody's) or has a short term deposit credit rating
                        assigned by S&P which is lower than A-1+ (or such other
                        rating as is agreed between the Global Trust Manager,
                        the Issuer Trustee, the Seller and S&P) or has a long
                        term rating assigned by Fitch of lower than BBB (or such
                        other rating as is agreed between the Global Trust
                        Manager, the Issuer Trustee, the Seller and Fitch) then
                        (whether or not clause 24.5 has previously applied) the
                        Seller must:

                        (a)   (MAKE A SELLER DEPOSIT): as a prepayment of its
                              obligations pursuant to clause 24.1, pay to the
                              Issuer Trustee the amount of


<PAGE>
                                                                              66
--------------------------------------------------------------------------------
                              any set-off that may thereafter be exercised
                              against the Seller, deposit or maintain in an
                              account ("SET-OFF ACCOUNT") with an Eligible Bank
                              which has a short term credit rating of A-1+ from
                              S&P (which may be the Collections Account while
                              the holder of the Collections Account is rated in
                              this manner) on each Payment Date thereafter
                              (after giving effect to the payments to be made on
                              that Payment Date) an amount which is the greater
                              of the following ("SELLER DEPOSIT"):

                              (i)    in the case of a lower rating by S&P, the
                                     amount from time to time agreed with S&P
                                     or, failing agreement, the amount from time
                                     to time specified by S&P, which is
                                     sufficient in either case (as applicable)
                                     so as to not result in an Adverse Rating
                                     Effect in respect of S&P; or

                              (ii)   in the case of a lower rating by Moody's or
                                     Fitch (as applicable), unless otherwise
                                     agreed by Moody's or Fitch (as the case may
                                     be), an amount equal to 125% of the
                                     aggregate of the amounts then standing to
                                     the credit of the deposit accounts held by
                                     Debtors with Housing Loans that comprise
                                     part of the Purchased Mortgage Loans that
                                     do not have a Waiver of Set-Off as at the
                                     preceding Payment Date; or

                        (b)   (OTHER ARRANGEMENTS): implement such other
                              arrangements as are from time to time agreed
                              between the Seller and S&P (in the case of a lower
                              rating by S&P), Moody's (in the case of a lower
                              rating by Moody's) or Fitch (in the case of a
                              lower rating by Fitch) (and notified by the Seller
                              to the Issuer Trustee and the Global Trust
                              Manager) so as to ensure that an Adverse Rating
                              Effect does not result in respect of either S&P,
                              Moody's or Fitch (as the case may be) if such
                              other arrangements cannot be so agreed with S&P,
                              Moody's or Fitch (as the case may be), the Seller
                              must comply with clause 24.2(a) in relation to
                              S&P, Moody's or Fitch, as the case may be),

                        provided that the Seller will not have any obligation
                        pursuant to this clause 24.2 if all Housing Loans which
                        are part of the Purchased Mortgage Loans which are
                        Assets of the Trust have a Waiver of Set-Off.

REDUCTION OR INCREASE OF SELLER DEPOSIT
                  24.3  If on a Payment Date to which clause 24.2 applies:

                        (a)   (REDUCTION): the required amount of the Seller
                              Deposit pursuant to clause 24.2(a) is less than
                              the existing amount of the Seller Deposit, the
                              Global Trust Manager will direct the Issuer
                              Trustee to repay (and upon receipt of such
                              direction the Issuer Trustee will repay on that
                              Payment Date) to the Seller from the Set-Off
                              Account the difference between the required amount
                              of the Seller Deposit on that Payment Date and the
                              existing amount of the Seller Deposit; and


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                        (b)   (INCREASE): the required amount of the Seller
                              Deposit pursuant to clause 24.2(a) is greater than
                              the existing amount of the Seller Deposit, the
                              Seller will deposit in the Set-Off Account on that
                              Payment Date the difference between the required
                              amount of the Seller Deposit on that Payment Date
                              and the existing amount of the Seller Deposit.

INTEREST ON SELLER DEPOSIT
                  24.4  On each Determination Date, the Global Trust Manager
                        will determine the amount (if any) that has been
                        received in the Collection Period just ended in respect
                        of interest that has been earned on the Set-Off Account
                        and which is attributable to the Seller Deposit (if any)
                        deposited in the Set-Off Account and will instruct the
                        Issuer Trustee to pay such interest to the Seller on the
                        next Payment Date.

SELLER UPGRADE
                  24.5  If, following the application of clause 24.2(a), the
                        Seller is assigned (by the relevant Current Rating
                        Agency or Current Rating Agencies responsible for
                        triggering the application of the clause) a short term
                        deposit credit rating by Moody's of at least P-1 (or
                        such other rating as is agreed between the Global Trust
                        Manager, the Issuer Trustee, the Seller and Moody's), a
                        short term deposit credit rating by S&P of at least
                        A-1+_ (or such other rating as is agreed between the
                        Global Trust Manager, the Issuer Trustee, the Seller and
                        S&P) or a long term rating by Fitch of BBB (or such
                        other rating as is agreed between the Global Trust
                        Manager, the Issuer Trustee, the Seller and Fitch), or
                        if alternative arrangements referred to in clause
                        24.2(b) are agreed (with the relevant Current Rating
                        Agency or Current Rating Agencies referred to therein)
                        which do not require the maintenance of a Seller
                        Deposit, the Global Trust Manager will direct the Issuer
                        Trustee to repay (and within 2 Business Days of receipt
                        of such direction of the Issuer Trustee will repay) to
                        the Seller from the Set-Off Account the then Seller
                        Deposit (which has not previously been utilised in
                        accordance with clause 24.7(b)) together with all
                        accrued, but unpaid, interest on that amount determined
                        in accordance with clause 24.4.

TERMINATION OF TRUST OR AMENDMENTS TO MORTGAGE LOANS
                  24.6  On the earlier of:

                        (a)   the date upon which all Housing Loans that
                              comprise part of the Purchased Mortgage Loans
                              which are Assets of the Trust have a Waiver of
                              Set-Off;

                        (b)   the Termination Date; and

                        (c)   the Payment Date immediately following the
                              occurrence of a Title Perfection Event,

                        the Global Trust Manager will direct the Issuer Trustee
                        to repay (and upon receipt of such direction the Issuer
                        Trustee will repay) to the Seller from the Set-Off
                        Account the then Seller Deposit (which has not
                        previously been utilised in accordance with clause
                        24.7(b)) together with all accrued, but unpaid, interest
                        on that amount determined in accordance with clause
                        24.4.


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WITHDRAWALS FROM THE ACCOUNT
                  24.7  The Global Trust Manager may only direct the Issuer
                        Trustee to, and the Issuer Trustee may only, make
                        withdrawals from the Seller Deposit in the Set-Off
                        Account as follows:

                        (a)   (REPAY SELLER DEPOSIT) to repay to the Seller the
                              Seller Deposit pursuant to clauses 24.3(a), 24.5
                              and 24.6; or

                        (b)   (MEET SELLER OBLIGATIONS) to meet any obligation
                              of the Seller (in that capacity) to make any
                              payment to the Issuer Trustee pursuant to clause
                              24.1 in relation to the amount of any right of
                              set-off exercised against the Seller referred to
                              therein, provided that the Seller has failed to
                              make such payment within 20 Business Days of
                              receipt by the Seller of notice from the Issuer
                              Trustee or the Global Trust Manager that such
                              payment is due and unpaid.


EXECUTED as a deed.


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SCHEDULE 1        REGISTER
--------------------------------------------------------------------------------
REGISTER
                  1     The Issuer Trustee must, in respect of the Trust, keep
                        an up to date Register in respect of that Trust. The
                        Issuer Trustee must enter into the Register:

                        (a)   the name of the Trust;

                        (b)   the names and addresses of the Noteholders;

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

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

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

                        (f)   the class of Note issued;

                        (g)   the A$ Note Interest Rate payable in relation to
                              the Note;

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

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

                        (j)   the Invested Amount and Stated Amount, if any, in
                              relation to the Note; and

                        (k)   any other particulars the Global Trust Manager and
                              the Issuer Trustee agree are desirable or as
                              required under this deed.

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

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

INSPECTION
                  4     The Global Trust Manager, or Noteholders and their
                        authorised representatives may inspect that part of the
                        Register which relates to the Noteholder free of charge
                        and on reasonable notice. The Issuer Trustee shall give
                        a copy of the Register or part of it to the Global Trust
                        Manager within 3 Business Days of receipt of a request
                        from the Global Trust Manager.


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CHANGE IN INFORMATION
                  5     A Noteholder must advise the Issuer Trustee of any
                        change to the information noted in the Register in
                        respect of that Noteholder. Upon receipt of such advice,
                        the Issuer Trustee must promptly update the information
                        contained in the Register.

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

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

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

CLOSURE TO CALCULATE ENTITLEMENT
                  9     In order to calculate Noteholder entitlements and
                        interest entitlements, the Register may be closed by the
                        Issuer Trustee from 3:30 pm on such Business Day as the
                        Global Trust Manager may determine from time to time
                        (not exceeding 5 Business Days) and recommence at the
                        commencement of business on the Business Day immediately
                        following the day the Noteholder entitlements and any
                        coupon or interest are payable.

APPOINTMENT OF THIRD PARTY REGISTRAR
                  10    The Issuer Trustee, with the approval of the Global
                        Trust Manager, may cause the Register to be maintained
                        by a third party on its behalf and require that person
                        to discharge the Issuer Trustee's obligations under this
                        deed in relation to the Register. The Issuer Trustee is
                        not liable for any act or omission of such person
                        provided the Issuer Trustee has taken reasonable steps
                        to select a person competent to perform this function.

CONCLUSIVENESS OF REGISTER
                  11    An Acknowledgment is not a certificate of title as to
                        Notes and the Register is the only conclusive evidence
                        of title to Notes.

WORN OUT OR LOST ACKNOWLEDGMENT
                  12    If an Acknowledgment becomes worn out or defaced, then
                        upon production of it to the Issuer Trustee, a
                        replacement will be issued. If an Acknowledgment is lost
                        or destroyed, and upon proof of this to the satisfaction
                        of the Issuer Trustee and


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                        the provision of such indemnity as the Issuer Trustee
                        considers adequate, a replacement Acknowledgment will be
                        issued. A fee not exceeding $10 may also be charged by
                        the Issuer Trustee for the new Acknowledgment if it so
                        requires.

RECTIFICATION OF REGISTER
                  13    If:

                        (a)   an entry is omitted from the Register;

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

                        (c)   an entry wrongly exists in the Register;

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

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

                        the Issuer Trustee may rectify the same and the Issuer
                        Trustee is not liable for any loss, costs or liability
                        incurred as a result of any of the foregoing occurring.





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SCHEDULE 2        TRANSFER OF NOTES
------------------------------------------------------------------------------
FORM OF TRANSFER
                  1     All transfers of Notes must be in writing in the form of
                        the transfer as agreed between the Global Trust Manager
                        and the Issuer Trustee ("TRANSFER FORM").

EXECUTION OF TRANSFER
                  2     Every Transfer Form must be duly completed, duly stamped
                        (if applicable), executed by the transferor and the
                        transferee and delivered to the Issuer Trustee together
                        with the Acknowledgment relating to the Notes to be
                        transferred. The transferor is deemed to remain the
                        owner of the Notes for all purposes until the name of
                        the transferee is entered into the Register.

RESTRICTIONS ON TRANSFER
                  3     A Noteholder is only entitled to transfer any Notes if:

                        (a)   the offer or invitation to the proposed transferee
                              by the Noteholder in relation to the Notes does
                              not require disclosure to investors in accordance
                              with Part 6D.2 of the Corporations Law; and

                        (b)   the transfer would not otherwise breach any
                              restriction on transfer of the Notes contained in
                              the Master Trust Deed or this deed.

ISSUER TRUSTEE MAY REFUSE TO REGISTER
                  4     The Issuer Trustee may refuse to register any Transfer
                        Form:

                        (a)   if it is not duly completed, executed and stamped
                              (if necessary);

                        (b)   if it contravenes or fails to comply with the
                              terms of this deed; or

                        (c)   if the transfer would result in a contravention of
                              or failure to observe the provisions of a law of a
                              state or territory of the Commonwealth of
                              Australia, or of the Commonwealth of Australia, or
                              any other relevant laws.

                        The Issuer Trustee is not bound to give any reason for
                        refusing to register any Transfer Form and its decision
                        is final, conclusive and binding. If the Issuer Trustee
                        refuses to register a Transfer Form, it must, as soon as
                        practicable following that refusal, send to the
                        Noteholder and to the parties seeking to take the
                        transfer of the Notes notice of that refusal. The Issuer
                        Trustee has no obligation to enquire whether a transfer
                        of Notes complies with the restrictions in this deed.

REGISTRATION OF TRANSFEREE
                  5     Subject to the terms of this schedule, the Issuer
                        Trustee must upon receipt of a Transfer Form register
                        the transferee in the


<PAGE>
                                                                              73
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                        Register. No fee is to be charged for the registration
                        of any Transfer Form.

NO TRANSFER IF REGISTER CLOSED
                  6     The Issuer Trustee may refuse to register any Transfer
                        Form for such period as the Register is closed for any
                        purpose.

RIGHTS AND OBLIGATIONS OF TRANSFEREE
                  7     Notes are negotiable. A transferee of Notes pursuant to
                        this deed has the following rights and obligations from
                        the time of registration:

                        (a)   all those rights which the transferor previously
                              had; and

                        (b)   all those obligations of a Noteholder as provided
                              by this deed as if the transferee was originally a
                              party to it.

WHEN TRANSFER EFFECTIVE
                  8     Subject to refusal by the Issuer Trustee to register a
                        transfer of Notes under this schedule, and subject to
                        condition 9, a Transfer Form is deemed for the purposes
                        of this deed to take effect and be registered from the
                        beginning of the Business Day on which the Transfer Form
                        was received by the Issuer Trustee, except that if a
                        Transfer Form is received by the Issuer Trustee after
                        4.00 pm in Sydney, the Transfer Form is deemed not to be
                        effective until the next Business Day (when the Register
                        is open) following its receipt by the Issuer Trustee.

TRANSFER FORM RECEIVED WHEN REGISTER CLOSED
                  9     Where a Transfer Form is received by the Issuer Trustee
                        during any period when the Register is closed under this
                        deed, or on any day which is not a Business Day, the
                        Transfer Form is deemed to be effective and registered
                        (subject to refusal by the Issuer Trustee to register a
                        transfer) from the beginning of the first Business Day
                        on which the Register is re-opened.

ISSUE OF ACKNOWLEDGMENT
                  10    Whenever, in respect of a transfer, the Issuer Trustee
                        is required under this deed to register a person as a
                        Noteholder, the Issuer Trustee must issue by mail to the
                        transferee (at the address stated on the Transfer Form),
                        or arrange for the relevant Noteholder to collect from
                        the Issuer Trustee, within 10 Business Days of such
                        registration, an Acknowledgment to the transferee in
                        respect of the relevant Notes and, where some, but not
                        all, Notes held by a Noteholder have been transferred,
                        issue a new Acknowledgment (within 10 Business Days of
                        the registration) to the transferor as confirmation of
                        the balance of the Notes registered in the name of the
                        transferor.

FORM OF ACKNOWLEDGMENT
                  11    Acknowledgments may be engraved, lithographed or printed
                        and must be signed, either manually, mechanically,
                        electronically, by facsimile or by other means agreed
                        between


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                        the Global Trust Manager and the Issuer Trustee, by an
                        Authorised Person or other delegate of the Issuer
                        Trustee.

PAYMENTS TO TRANSFEREE
                  12    Subject to this deed, upon entry of a transferee in the
                        Register, the transferee is ipso facto entitled to
                        receive any payments then due or which become due to the
                        Noteholder and the Issuer Trustee is discharged for any
                        such payment made to the transferee and, without
                        limiting the foregoing, whether or not the entitlement
                        to payment wholly or partly arose or accrued prior to
                        the transfer, except that where a transfer is received
                        after the closure of the Register as referred to in this
                        deed for the purpose of determining entitlements to
                        interest or principal, but prior to the date upon which
                        that interest or principal is due to be paid in respect
                        of the relevant Notes, then that interest and principal
                        must be paid to the transferor and not the transferee.

MARKED TRANSFERS
                  13    The Issuer Trustee must, unless the parties otherwise
                        agree, provide marking services in the manner set out in
                        this schedule at the Issuer Trustee's offices or the
                        offices of a third party appointed pursuant to this deed
                        in Sydney. If the Issuer Trustee or a third party is
                        requested by a Noteholder to mark a Transfer Form, the
                        Issuer Trustee or the third party must so mark the
                        Transfer Form. Until a period of 90 days (or such other
                        period as determined by the Global Trust Manager and the
                        Issuer Trustee) has elapsed from the date any Transfer
                        Form is so marked, the Issuer Trustee or any third party
                        must not register any Transfer Form in respect of such
                        Notes except that marked Transfer Form.

RELIANCE ON DOCUMENTS
                  14    The Issuer Trustee is entitled to accept and assume the
                        authenticity and genuineness of any Transfer Form or any
                        other document unless the Issuer Trustee has reasonable
                        grounds to believe that it has not been duly executed.
                        The Issuer Trustee is not bound to enquire into the
                        authenticity or genuineness of any Transfer Form or
                        other document, nor incurs any liability for registering
                        any Transfer Form which is subsequently discovered to be
                        a forgery or otherwise defective, unless the Issuer
                        Trustee had actual notice of such forgery or defect at
                        the time of registration of such Transfer Form.

SPECIMEN SIGNATURES
                  15    The Issuer Trustee may (but need not) require each
                        Noteholder to submit specimen signatures (and, in the
                        case of a corporation, may require those signatures to
                        be authenticated by a secretary or director of such
                        Noteholder) of persons authorised to execute Transfer
                        Forms on behalf of such Noteholder and is entitled to
                        assume (until notified to the contrary) that such
                        authority has not been revoked.

PERSONS ENTITLED ON TRANSMISSION
                  16    If a Noteholder dies, the Issuer Trustee and the Global
                        Trust Manager will recognise only the survivor or
                        survivors (where


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                        the deceased was a joint holder) or the administrators
                        (in all other cases) as having any title to the Notes
                        registered in the name of the deceased.

REGISTRATION ON TRANSMISSION
                  17    A person who becomes entitled to a Note (and gives
                        evidence of that entitlement to the Global Trust Manager
                        in a form satisfactory to the Global Trust Manager and
                        the Issuer Trustee) because of the death, insolvency,
                        bankruptcy, insanity or other disability of a Noteholder
                        is entitled to be registered as the Noteholder or to
                        nominate some other person to be registered as the
                        Noteholder.

NOTICE OF ELECTION
                  18    To effect a registration under condition 17, the person
                        must give a written notice to the Global Trust Manager
                        and the Issuer Trustee requesting the registration. If
                        the Notes are to be registered in the name of a nominee
                        of the person, the person must also execute a transfer
                        of the Notes to the nominee. All the provisions of this
                        deed relating to the registration of transfers apply to
                        such a notice or transfer as if it were a transfer
                        executed by a Noteholder.

RIGHTS OF TRANSMITTEE PRIOR TO REGISTRATION
                  19    A person who becomes entitled to a Note because of the
                        death, insolvency, bankruptcy, insanity or other
                        disability of a Noteholder is entitled to receive and
                        may give a discharge for all money payable in respect of
                        the Notes.



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SCHEDULE 3        STEPDOWN PERCENTAGE
--------------------------------------------------------------------------------
The Stepdown Percentage on a Determination Date is determined as follows:

                  1.    If the Stepdown Conditions (as defined below) are not
                        satisfied on that Determination Date, the Stepdown
                        Percentage is 100%.

                  2.    If the Stepdown Conditions are satisfied on that
                        Determination Date, the Stepdown Percentage is 100%
                        unless the following apply:

                        (a)   if the Payment Date immediately following that
                              Determination Date falls prior to 20 April 2004,
                              the Stepdown Percentage is 50%;

                        (b)   if:

                              (i)    the Payment Date immediately following that
                                     Determination Date falls on or after 20
                                     April 2004 but prior to 20 April 2011; and

                              (ii)   the Class B Available Support on that
                                     Determination Date is equal to or greater
                                     than two times the Class B Required Support
                                     on that Determination Date;

                              the Stepdown Percentage is 0%;

                        (c)   if:

                              (i)    paragraph (b) above does not apply;

                              (ii)   the Payment Date immediately following that
                                     Determination Date falls on or after 20
                                     April 2006 but prior to 20 April 2011; and

                              (iii)  the Class B Available Support on that
                                     Determination Date is equal to or greater
                                     than the Class B Required Support on that
                                     Determination Date,

                              then:

                              (i)    if the Payment Date immediately following
                                     that Determination Date falls on or after
                                     20 April 2006 but prior to 20 April 2007,
                                     the Stepdown Percentage is 70%;

                              (ii)   if the Payment Date immediately following
                                     that Determination Date falls on or after
                                     20 April 2007 but prior to 20 April 2008,
                                     the Stepdown Percentage is 60%;

                              (iii)  if the Payment Date immediately following
                                     that Determination Date falls on or after
                                     20 April 2008 but prior to 20 April 2009,
                                     the Stepdown Percentage is 40%;

                              (iv)   if the Payment Date immediately following
                                     that Determination Date falls on or after
                                     20 April 2009 but prior to 20 April 2010,
                                     the Stepdown Percentage is 20%; or

                              (v)    if the Payment Date immediately following
                                     that Determination Date falls on or after
                                     20 April 2010 but prior to 20 April 2011,
                                     the Stepdown Percentage is 0%; or


<PAGE>
                                                                              77
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                        (d)   if the Payment Date immediately following that
                              Determination Date falls on or after 20 April
                              2011, the Stepdown Percentage is 0%.

STEPDOWN CONDITIONS

The Stepdown Conditions are satisfied on a Determination Date if:

                  1.    the following applies:

                        (a)   the Class B Available Support on that
                              Determination Date is equal to or greater than two
                              times the Class B Required Support on that
                              Determination Date;

                        (b)   the Aggregate Stated Amount for the Class B Notes
                              as at the immediately preceding Determination Date
                              is equal to or greater than 0.25% of the aggregate
                              Initial Invested Amount of the Class B Notes as at
                              the Closing Date;

                        (c)   either:

                              (i)    the Average Arrears Ratio on that
                                     Determination Date does not exceed 2% and
                                     the aggregate Carryover Principal
                                     Charge-Offs as at the immediately preceding
                                     Determination Date does not exceed 30% of
                                     the aggregate of Initial Invested Amounts
                                     of the Class B Notes; or

                              (ii)   the Average Arrears Ratio on that
                                     Determination Date does not exceed 4% and
                                     the aggregate Carryover Principal
                                     Charge-Offs as at the immediately preceding
                                     Determination Date does not exceed 10% of
                                     the aggregate Initial Invested Amounts of
                                     the Class B Notes; and

                        (d)   the event referred to in Condition 7.3 of the
                              Class A Note Conditions has not occurred on or
                              prior to the Determination Date and is not
                              expected to occur on or prior to the next Payment
                              Date thereafter, or

                  2.    the following applies:

                        (a)   that Determination Date falls on or after 20 April
                              2006;

                        (b)   the Average Arrears Ratio on that Determination
                              Date does not exceed 2%;

                        (c)   the Aggregate Stated Amount of all the Notes (as
                              at the immediately preceding Determination Date)
                              is greater than 10% of the aggregate of the
                              Initial Invested Amount of all the Notes
                              (excluding any Redraw Notes);

                        (d)   the Aggregate Stated Amount for the Class B Notes
                              (as at the immediately preceding Determination
                              Date) is equal to or greater than 0.25% of the
                              aggregate Initial Invested Amount of the Class B
                              Notes as at the Closing Date; and

                        (e)   the aggregate of all Carryover Principal
                              Charge-Offs (as at the immediately preceding
                              Determination Date) does not exceed:

                              (i)    if the Determination Date falls on or after
                                     20 April 2006 but prior to 20 April 2007,
                                     30% of the aggregate of the Initial
                                     Invested Amounts of the Class B Notes;

                              (ii)   if the Determination Date falls on or after
                                     20 April 2007 but prior to 20 April 2008,
                                     35% of the aggregate of the Initial
                                     Invested Amounts of the Class B Notes;


<PAGE>
                                                                              78
--------------------------------------------------------------------------------
                              (iii)  if the Determination Date falls on or after
                                     20 April 2008 but prior to 20 April 2009,
                                     40% of the aggregate of the Initial
                                     Invested Amounts of the Class B Notes;

                              (iv)   if the Determination Date falls on or after
                                     20 April 2009 but prior to 20 April 2010,
                                     45% of the aggregate of the Initial
                                     Invested Amounts of the Class B Notes; or

                              (ii)   if the Determination Date falls on or after
                                     20 April 2010, 50% of the aggregate of the
                                     Initial Invested Amounts of the Class B
                                     Notes.

                  The following terms have these meanings in this schedule:

                        ARREARS RATIO means, on a Determination Date, the
                        percentage of the Outstanding Principal Balance of the
                        Housing Loans referable to all Purchased Mortgage Loans
                        in relation to which default in payment of any amount
                        due has occurred and has continued for a period of 60
                        days or more as at the last day of the immediately
                        preceding Collection Period to the total Outstanding
                        Principal Balance of the Housing Loans referable to all
                        Purchased Mortgage Loans (calculated on the last day of
                        the immediately preceding Collection Period).

                        AVERAGE ARREARS RATIO means, on any Determination Date,
                        the amount (expressed as a percentage) calculated as
                        follows:

                              SAR
                        AAR = ---
                               4

                        where:

                        AAR = the Average Arrears Ratio; and

                        SAR = the sum of the Arrears Ratios for the 4
                              Determination Dates preceding or ending on that
                              Determination Date,

                        provided that if on that Determination Date there has
                        not yet been 4 Determination Dates the Average Arrears
                        Ratio in relation to that Determination Date means the
                        amount (expressed as a percentage) calculated as
                        follows:

                              SAR
                        AAR = ---
                               N

                        where:

                        AAR = the Average Arrears Ratio; and

                        SAR = the sum of the Arrears Ratios for all of the
                              Determination Dates preceding or ending on the
                              Determination Date; and

                        N   = the number of Determination Dates preceding or
                              ending on that Determination Date.

                        CLASS B AVAILABLE SUPPORT in relation to a Determination
                        Date means an amount (expressed as a percentage)
                        calculated as follows:

                                ASA(B)
                        CBAS = --------
                               ASA + RL


<PAGE>
                                                                              79
--------------------------------------------------------------------------------
                        where:

                        CBAS   = the Class B Available Support;

                        ASA(B) = the Aggregate Stated Amount of the Class B
                                 Notes on the immediately preceding
                                 Determination Date;

                        ASA    = the Aggregate Stated Amounts of all Notes on
                                 the immediately preceding Determination Date;
                                 and

                        RL     = the Redraw Limit on the immediately preceding
                                 Determination Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the relevant Classes of
                        Notes and the RL will be the Redraw Limit on the Closing
                        Date.

                        CLASS B REQUIRED SUPPORT in relation to a Determination
                        Date means the amount (expressed as a percentage)
                        calculated as follows:

                               IIAB
                        CBAS = ----
                               AIIA


                        where:

                        CBRS = the Class B Required Support;

                        IIAB = the aggregate Initial Invested Amount of the
                               Class B Notes; and

                        AIIA = the aggregate of the A$ Equivalent of Initial
                               Invested Amounts of the Class A Notes, and the
                               Initial Invested Amounts for the Class B Notes.

<PAGE>
                                                                              80
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EXECUTION PAGE
--------------------------------------------------------------------------------

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




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





<PAGE>
                                                                              81
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SIGNED SEALED AND DELIVERED         )
by                                  )
as attorney for NATIONAL            )
AUSTRALIA BANK LIMITED under        )
power of attorney dated             )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )      ...................................
 ................................    )      By executing this deed the
Address of witness                  )      attorney states that the attorney
                                    )      has received no notice of
 ................................    )      revocation of the power of attorney
Occupation of witness               )



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


<PAGE>
                                                                              82
--------------------------------------------------------------------------------
SIGNED SEALED AND DELIVERED         )
by                                  )
as attorney for NATIONAL            )
AUSTRALIA BANK LIMITED              )
(TRADING AS HOMESIDE) under power   )
of attorney dated                   )
                                    )
in the presence of:                 )
                                    )
 ................................    )
Signature of witness                )
                                    )
 ................................    )
Name of witness (block letters)     )
                                    )
 ................................    )      ...................................
Address of witness                  )      By executing this deed the
                                    )      attorney states that the attorney
 ................................    )      has received no notice of
Occupation of witness               )      revocation of the power of attorney




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