Exhibit 4.8

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                    National RMBS Trust 200[ ]-[ ]
                    Agency Agreement

Date:               [         ]


Parties:            [NAME AND ABN OF ISSUER TRUSTEE] having its registered
                    office at [address of Issuer Trustee] in its capacity as
                    trustee of the National RMBS Trust 200[ ]-[ ] ("Issuer
                    Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                    having an office at Level 24, 500 Bourke Street, Melbourne
                    VIC 3000, Australia ("Global Trust Manager")
                    [NAME and details of NOTE TRUSTEE] ("Note Trustee")
                    [NAME and details of Registrar of Class/Classes of US
                    Notes] ("[Class/Classes of US Note] Registrar")
                    [NAME and details of Principal Paying Agent and
                    Calculation Agent] ("Principal Paying Agent" and
                    "Calculation Agent")
                    [NAME and details of Paying Agent] ("Paying Agent")
                    [NAME and details of any additional paying agents]


Recitals:
               A.   The Issuer Trustee in its capacity as trustee of the Trust
                    wishes to issue the [Class/Classes of US Notes].

               B.   The Issuer Trustee wishes to appoint each Agent in respect
                    of the [Class/Classes of US Notes] and each of them has
                    accepted their appointments on the terms set out in this
                    agreement.


Operative provisions:
[NB: The provisions of this deed may be amended, and additional provisions
inserted, to reflect regulation in those jurisdictions applicable to a
specific series of Notes]


1    Definitions and Interpretation
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Definitions Schedule
               1.1  In this agreement:

                    Definitions Schedule means the deed called "National RMBS
                    Trusts Definitions Schedule" dated [ ] and made between
                    the companies described in schedule 1 to that deed (as
                    amended from time to time).

                    Supplemental Deed means the deed entitled "National RMBS
                    Trust 200[ ]-[ ] Supplemental Deed" dated on or about the
                    date of this agreement between the Global Trust Manager,
                    the Issuer Trustee and others.

               1.2  Except to the extent to which words and phrases are
                    otherwise defined in this agreement, words and phrases
                    defined in the Definitions Schedule or the Supplemental
                    Deed in respect of the Trust shall bear the same meaning
                    in this agreement. In the event of any inconsistency
                    between a definition in this agreement and a definition in
                    the Definitions


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                    Schedule, the definitions in this agreement will prevail.
                    In the event of any inconsistency between a definition in
                    the Definitions Schedule and a definition in the
                    Supplemental Deed, the definition in the Supplemental Deed
                    will prevail. Any amendment to the Definitions Schedule
                    will only apply to this agreement if made in accordance
                    with this agreement.

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

Definitions
               1.4  The following words have these meanings in this agreement
                    unless the contrary intention appears.

                    Agent means a several reference to each Paying Agent, the
                    [Registrar of the Class/Classes of US Notes] and the
                    Calculation Agent.

                    Calculation Agent means [name of Calculation Agent], or if
                    [name of Calculation Agent] resigns or its appointment is
                    terminated as calculation agent, the person from time to
                    time appointed in its place to perform the functions of
                    the calculation agent under this agreement.

                    Paying Agent means each of [name(s) of Paying Agent(s)],
                    until any of them resigns or their appointment is
                    terminated as paying agent and each other person from time
                    to time appointed in its place to perform the functions of
                    a paying agent and, except where the context otherwise
                    requires, includes the Principal Paying Agent.

                    Principal Paying Agent means [name of Principal Paying
                    Agent], or, if [name of Principal Paying Agent] resigns or
                    its appointment is terminated as principal paying agent,
                    the person from time to time appointed in its place to
                    perform the functions of the principal paying agent under
                    this agreement.

                    Trust means the National RMBS Trust 200[ ]-[ ].


2    Appointment of Agents
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Appointment of Agents
               2.1  The Issuer Trustee:

                    (a)  at the direction of the Global Trust Manager,
                         appoints the Principal Paying Agent at its Specified
                         Office as its initial principal paying agent;

                    (b)  at the direction of the Global Trust Manager,
                         appoints each Paying Agent at its Specified Office or
                         Specified Offices as its paying agents;

                    (c)  at the direction of the Global Trust Manager,
                         appoints the [Registrar of the Class/Classes of US
                         Notes] at its Specified Office as its initial
                         [Registrar of the Class/Classes of US Notes];

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                    (d)  at the direction of the Global Trust Manager,
                         appoints the Calculation Agent at its Specified
                         Office as its initial calculation agent; and

                    (e)  authorises each Paying Agent from time to time, as
                         its paying agent, to take the action on its behalf
                         and to exercise the rights, powers and remedies and
                         observe the obligations which are specifically
                         delegated to that Paying Agent by or under this
                         agreement or which are set out in the [Conditions of
                         the Class/Classes of US Notes] and further rights and
                         powers which are reasonably incidental to those
                         delegated rights and powers or are agreed between the
                         Issuer Trustee and the relevant Paying Agent from
                         time to time including, in the case of the Principal
                         Paying Agent:

                        (i)   paying sums due on [Class/Classes of Book Entry
                              US Notes] and [Class/Classes of Definitive US
                              Notes];

                        (ii)  if requested by the Note Trustee, arranging on
                              behalf of the Issuer Trustee for notices to be
                              communicated to the [Noteholders of
                              Class/Classes of US Notes]; and

                        (iii) performing all other obligations and duties
                              imposed upon it by the [Conditions of the
                              Class/Classes of US Notes] and this agreement.

Acceptance of appointment
               2.2  Each Agent accepts its appointment under clause 2.1. Each
                    Agent must exercise the rights, powers and remedies, and
                    observe the obligations which are specifically delegated
                    to it by or under this agreement or which are set out in
                    the [Conditions of the Class/Classes of US Notes]. The
                    obligations of the Agents are several and not joint.

Representation by each Agent
               2.3  Each Agent represents and warrants that it is duly
                    qualified to assume its obligations under this agreement.

Additional Agents
               2.4  The Issuer Trustee may from time to time, with the
                    approval of the Note Trustee, appoint additional or
                    substitute paying agents, calculation agents or note
                    registrars in such jurisdictions and locations as it may
                    consider appropriate. Upon such agent delivering to the
                    other parties to this agreement an undertaking (in a form
                    and substance satisfactory to the Note Trustee) to be
                    bound by the provisions of this agreement, and supplying
                    the particulars specified in this agreement, it shall
                    become a party to this agreement as if originally named as
                    the Paying Agent, the Calculation Agent or the [Registrar
                    of the Class/Classes of US Notes], as the case may be.
                    References to "Agent" shall, where the context permits,
                    include any additional or substitute agents appointed
                    pursuant to this clause 2.4.


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3    The Note Trustee
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Agents to act for Note Trustee
               3.1  At any time after an Event of Default has occurred, the
                    Note Trustee may:

                    (a)  by notice in writing to the Issuer Trustee and each
                         Agent, require each Agent thereafter as far as
                         permitted by any applicable law and until notified by
                         the Note Trustee to the contrary:

                        (i)   to act as an agent of the Note Trustee under the
                              Note Trust Deed and the [Class/Classes of US
                              Notes] on the terms of this agreement (with
                              consequential amendments as necessary and except
                              that the Note Trustee's liability for the
                              indemnification, remuneration and expenses of
                              the Agents will be limited to the amounts for
                              the time being held by the Note Trustee in
                              respect of the [Class/Classes of US Notes] on
                              the terms of the Note Trust Deed) and thereafter
                              to hold all [Class/Classes of US Notes] and all
                              moneys, documents and records held by them in
                              respect of [Class/Classes of US Notes] to the
                              order of the Note Trustee; or

                        (ii)  to deliver all [Class/Classes of US Notes] and
                              all moneys, documents and records held by it in
                              respect of the [Class/Classes of US Notes] to
                              the Note Trustee or as the Note Trustee directs
                              in such notice other than any documents or
                              records which the relevant Agent is obliged not
                              to release by any law or regulation; and

                    (b)  by notice in writing to the Issuer Trustee require it
                         to make all subsequent payments in respect of the
                         [Class/Classes of US Notes] to or to the order of the
                         Note Trustee and not to the Principal Paying Agent.

Good Discharge to Issuer Trustee
               3.2  The payment by or on behalf of the Issuer Trustee of its
                    payment obligations on each Payment Date under the
                    Supplemental Deed and the [Conditions of the Class/Classes
                    of US Notes] to the Note Trustee in accordance with clause
                    3.1 is a good discharge to the Issuer Trustee and the
                    Issuer Trustee will not be liable for any act or omission
                    or default of the Note Trustee during the period it is
                    required to make payments to the Note Trustee under clause
                    3.1.

Notice of change of the Note Trustee
               3.3  The Issuer Trustee shall forthwith give notice to the
                    Agents of any change in the person or persons acting as
                    the Note Trustee from time to time.

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4        Payments
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Payments of amounts due
               4.1  The Issuer Trustee shall pay to or to the order of the
                    Principal Paying Agent, to such account of the Principal
                    Paying Agent as the Principal Paying Agent shall specify
                    in U.S. Dollars in same day funds, no later than [ ] (New
                    York time) on each Payment Date, an amount sufficient to
                    pay the interest on the Invested Amount of the
                    [Class/Classes of US Notes] as set out in the [Conditions
                    of the Class/Classes of US Notes] and any principal amount
                    due be paid on such Payment Date in respect of the
                    [Class/Classes of US Notes] under the [Conditions of the
                    Class/Classes of US Notes] and this agreement.

                    The Issuer Trustee shall, no later than [ ] (New York
                    time) on the second Business Day prior to each Payment
                    Date, confirm by facsimile to the Principal Paying Agent
                    that it has given the bank through which the Issuer
                    Trustee is to make such payment irrevocable instructions
                    for such payment to the Principal Paying Agent and such
                    bank shall confirm to the Principal Paying Agent by such
                    means approved by the Principal Paying Agent that such
                    payment will be made.

Payments by Paying Agents
               4.2  Subject to payment being duly made as provided in clause
                    4.1 (or the Principal Paying Agent otherwise being
                    satisfied that the payment will be duly made on the due
                    date), and subject to clause 6, the Principal Paying Agent
                    will:

                    (a)  subject to paragraph (b), pay or cause to be paid to
                         the [Noteholders of Class/Classes of US Notes] on
                         behalf of the Issuer Trustee on each Payment Date the
                         relevant amounts of principal and interest due in
                         respect of the [Class/Classes of US Notes] in
                         accordance with this agreement and the [Conditions of
                         the Class/Classes of US Notes]; and

                    (b)  pay or cause to be paid to the Depository (or, if
                         applicable, its nominee in whose name the
                         [Class/Classes of Book Entry US Notes] are
                         registered), to the account specified by the relevant
                         person, on each Payment Date the relevant amounts of
                         principal and interest due in respect of the
                         [Class/Classes of US Notes] in accordance with this
                         agreement and the [Conditions of the Class/Classes of
                         US Notes].

Notification
               4.3  The Principal Paying Agent will promptly notify each of
                    the other Agents, the Note Trustee and the Issuer Trustee
                    if it has not, by [ ] (New York time) on the second
                    Business Day prior to any Payment Date, received the
                    confirmation referred to in clause 4.1 above or has not,
                    by [ ] (New York time) on any Payment Date, received in
                    full the amount so due. In the absence of such
                    notification by the Principal Paying Agent as provided
                    above, each of the Paying Agents shall be entitled:

                    (a)  to pay the interest on, and the principal of, the
                         [Class/Classes of US Notes] due on such Payment Date;
                         and

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                    (b)  (if applicable) to claim any amounts so paid by it
                         from the Principal Paying Agent.

Paying Agents to Record, Notify Payments and Deliver Surrendered Notes
               4.4  Each Paying Agent must:

                    (a)  (Notify [Registrar of the Class/Classes of US Notes])
                         promptly notify the [Registrar of the Class/Classes
                         of US Notes] of each payment made by it, or a its
                         direction, to [Noteholders of Class/Classes of US
                         Notes] in respect of the [Class/Classes of US Notes];

                    (b)  (Records) keep a full and complete record of each
                         payment made by it, or at its direction, to
                         [Noteholders of Class/Classes of US Notes] and
                         provide copies of such records to the Issuer Trustee,
                         the Global Trust Manager, the Note Trustee or the
                         [Registrar of the Class/Classes of US Notes] upon
                         request; and

                    (c)  (Deliver) promptly deliver to the [Registrar of the
                         Class/Classes of US Notes] any [Class/Classes of US
                         Notes] surrendered to it pursuant to Condition [ ] of
                         the [Conditions of the Class/Classes of US Notes].

Make payments
               4.5  Subject to the Principal Paying Agent being satisfied in
                    its discretion that payment will be duly made as provided
                    in clause 4.1, the Principal Paying Agent and each Paying
                    Agent shall pay or cause to be paid all amounts due in
                    respect of the [Class/Classes of US Notes] on behalf of
                    the Issuer Trustee in the manner provided in the
                    [Conditions of the Class/Classes of US Notes]. If any
                    payment provided for in clause 4.1 is made late but
                    otherwise in accordance with the provisions of this
                    agreement, the Paying Agents shall nevertheless make
                    payments in respect of the [Class/Classes of US Notes]
                    following receipt by the Principal Paying Agent of such
                    payment.

Non-Payment
               4.6  (No obligation on Paying Agents): If the Issuer Trustee
                    fails to make any payment, unless and until the full
                    amount of the payment has been made under the terms of
                    this agreement (except as to the time of making the
                    payment) or other arrangements satisfactory to the
                    Principal Paying Agent have been made, none of the
                    Principal Paying Agent nor any of the other Paying Agents
                    is bound to make any payment in accordance with this
                    clause 4 (but may, in its discretion, make any such
                    payment).

Full amount not received
               4.7  If the amounts received by the Principal Paying Agent in
                    respect of the [Class/Classes of US Notes] pursuant to
                    clause 4.1 are insufficient to satisfy all claims in
                    respect of all payments then falling due in respect of the
                    [Class/Classes of US Notes], the Paying Agents are not
                    obliged to pay any such claims until the Principal Paying
                    Agent has received the full amount of all such payments.

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Interest on overdue amounts
               4.8  Without prejudice to clauses 4.3 and 4.7, if the Principal
                    Paying Agent pays any amounts to the [Noteholders of
                    Class/Classes of US Notes] or to any other Paying Agent at
                    the time when it has not received payment in full in
                    respect of the relevant [Class/Classes of US Notes] in
                    accordance with clause 4.1 (the excess of the amounts so
                    paid over the amounts so received being the "Shortfall"),
                    the Issuer Trustee will, in addition to paying amounts due
                    under clause 4.1, pay to the Principal Paying Agent on
                    demand interest (at a rate which represents the Principal
                    Paying Agent's cost of funding the Shortfall as evidenced
                    to the Issuer Trustee by the provision of details of the
                    calculation of the cost of funding) on the Shortfall (or
                    the unreimbursed portion thereof) until the receipt in
                    full by the Principal Paying Agent of the Shortfall.

Reimburse other Agents
               4.9  The Issuer Trustee authorises and directs the Principal
                    Paying Agent on demand to promptly reimburse each other
                    Paying Agent for payments in respect of [Class/Classes of
                    US Notes] properly made by such Paying Agent in accordance
                    with this agreement and the [Conditions of the
                    Class/Classes of US Notes] unless the Principal Paying
                    Agent has notified the other Paying Agents prior to the
                    opening of business in the location of the office of the
                    other Paying Agents through which payment in respect of
                    the [Class/Classes of US Notes] can be made on the due
                    date of a payment in respect of the [Class/Classes of US
                    Notes], that the Principal Paying Agent does not expect to
                    receive the amount payable by the Issuer Trustee or
                    confirmation (as the case may be) under clause 4.1. The
                    Issuer Trustee will not be responsible for the
                    apportionment of any moneys between the Principal Paying
                    Agent and other Paying Agents and a payment to the
                    Principal Paying Agent of any moneys due to the Paying
                    Agents will operate as good discharge to the Issuer
                    Trustee in respect of such moneys.

Late payment
               4.10 Without limiting clause 4.3, if the Principal Paying Agent
                    has not received on or before the due date of any payment
                    in respect of the [Class/Classes of US Notes] the full
                    amount payable on such date but receives such full amount
                    later it will forthwith:

                    (a)  so notify the Issuer Trustee, the other Paying Agents
                         and the Note Trustee; and

                    (b)  upon request by the Note Trustee give notice to the
                         [Noteholders of Class/Classes of US Notes] in
                         accordance with the [Conditions of the Class/Classes
                         of US Notes] that it has received such full amount.

Partial payments
               4.11 If payment of only part of the amount payable in respect
                    of a [Class/Classes of US Note]is made (except as a result
                    of a withholding or deduction as permitted by the
                    [Conditions of the Class/Classes of US Notes]), the Paying
                    Agent to whom the [Class/Classes of US Note]is presented
                    shall procure that such [Class/Classes of US Note] is
                    enfaced with a memorandum of the amount paid and date of
                    payment and such record shall, in the absence of manifest
                    error, be prima facie evidence

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                    that the payment in question has not to that extent been
                    made. The Paying Agent shall in addition notify the Note
                    Trustee of such partial payment.

Deductions
               4.12 The Principal Paying Agent is entitled to withhold or
                    deduct from all payments to [Noteholders of Class/Classes
                    of US Notes] any amounts which the Issuer Trustee or the
                    Principal Paying Agent is required to withhold or deduct
                    by any applicable law but the Global Trust Manager is
                    responsible for making all determinations regarding any
                    such withholding or deduction and to notify the Issuer
                    Trustee (which must in turn notify the Principal Paying
                    Agent) of any such withholding or deduction in sufficient
                    time for the Principal Paying Agent to withhold or deduct
                    from such payment as instructed by the Issuer Trustee.

                    If the Issuer Trustee is, in respect of any payments,
                    required to withhold or deduct any amount for or on
                    account of taxes, duties, assessments or governmental
                    charges as specifically contemplated under the [Conditions
                    of the Class/Classes of US Notes], the Global Trust
                    Manager must give notice thereof to the Issuer Trustee
                    (which must in turn notify the Principal Paying Agent) and
                    the Note Trustee as soon as it becomes aware of the
                    requirement to make such withholding or deduction and
                    shall give to the Issuer Trustee such information as it
                    requires to enable it to comply with such requirements.

Unpaid money
               4.13 If any [Class/Classes of US Note]becomes void or claims in
                    respect of any principal or interest payable under any
                    [Class/Classes of US Note] become void under the Class A
                    Conditions, the Principal Paying Agent shall promptly
                    repay to the Issuer Trustee the amount received by the
                    Principal Paying Agent (if any) which would have been due
                    on such [Class/Classes of US Note]if it had been presented
                    for payment before it became void or such claim became
                    prescribed.

No Set-off
               4.14 No Agent is entitled to exercise any right of set-off,
                    withholding, counterclaim, combination of accounts or lien
                    against or make any deduction in any payment to, any
                    person entitled to receive amounts of principal or
                    interest of the [Class/Classes of US Notes] in respect of
                    moneys payable by it under this agreement.

Currency Swaps
               4.15 The payment by the Issuer Trustee of its payment
                    obligations under the Supplemental Deed on each Payment
                    Date to the Counterparties under the Currency Swaps will
                    be a good discharge of its corresponding obligations under
                    this clause 4.


5    Exchange of [Class/Classes of Book Entry US Notes]
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Exchange for [Class/Classes of Definitive US Notes]
               5.1  Each [Class/Classes of Book Entry US Note] shall be
                    exchangeable in whole but not in part for [Class/Classes
                    of Definitive US Notes] in certain limited circumstances
                    set out in the Note Trust Deed.

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Notification
               5.2  The Principal Paying Agent shall notify the Issuer Trustee
                    forthwith upon receipt of a notice requiring exchange for
                    [Class/Classes of Definitive US Notes] in accordance with
                    the provisions of a [Class/Classes of Book Entry US Note]
                    and the aggregate Invested Amount of such [Class/Classes
                    of Book Entry US Note] to be exchanged in connection with
                    such request.

Outstanding amount
               5.3  The Principal Paying Agent shall, upon request by the
                    Issuer Trustee or the Note Trustee, promptly inform the
                    Issuer Trustee or the Note Trustee, as the case may be, by
                    facsimile or other acceptable form of communication of the
                    aggregate Invested Amount of [Class/Classes of US Notes]
                    then outstanding at the time of such request.


6    Redemption
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Part Redemption of Notes on Payment Dates
               6.1  (a)  (Global Trust Manager to make determinations etc) No
                         later than 2 Business Days prior to each Payment
                         Date, the Global Trust Manager will make the
                         determinations referred to in Condition [ ] of the
                         [Conditions of the Class/Classes of US Notes] in
                         relation to that Payment Date and will notify the
                         Issuer Trustee, the Note Trustee, the Principal
                         Paying Agent, the Calculation Agent, the [Registrar
                         of the Class/Classes of US Notes] and the Luxembourg
                         Stock Exchange of such. If the Global Trust Manager
                         does not at any time for any reason make the
                         determinations referred to in Condition [ ] of the
                         [Conditions of the Class/Classes of US Notes] it must
                         forthwith advise the Note Trustee and the Calculation
                         Agent and such determinations must be made by the
                         Calculation Agent, or failing the Calculation Agent,
                         by the Note Trustee in accordance with such Condition
                         [ ] of the [Conditions of the Class/Classes of US
                         Notes] (but based on the information in its
                         possession) and each such determination will be
                         deemed to have been made by the Global Trust Manager.

                    (b)  (Notify Depository) If any [Class/Classes of Book
                         Entry US Notes] are outstanding, on receipt of a
                         notification under Condition [ ] of the [Conditions
                         of the Class/Classes of US Notes], the Principal
                         Paying Agent must notify the Depository of any
                         proposed redemption in accordance with the
                         Depository's applicable procedures, specifying the
                         principal amount of each [Class/Classes of Book Entry
                         US Note] to be redeemed and the date on which the
                         redemption is to occur and must provide a copy to the
                         Depository of the notification received under
                         Condition [ ] of the [Conditions of the Class/Classes
                         of US Notes].

Early Redemption
               6.2  (a)  (Notice to Paying Agent etc): If the Issuer Trustee
                         intends to redeem all (but not some only) of the
                         [Class/Classes of US Notes] prior to the Final
                         Maturity Date pursuant to Condition [

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                         ] of the [Conditions of the Class/Classes of US
                         Notes], the Global Trust Manager will direct the
                         Issuer Trustee to give the requisite notice to the
                         Seller, the Note Trustee, the Principal Paying Agent,
                         the [Registrar of the Class/Classes of US Notes], the
                         Calculation Agent and the [Noteholders of
                         Class/Classes of US Notes] in accordance with
                         Condition [ ] (as the case may be) of the [Conditions
                         of the Class/Classes of US Notes] and stating the
                         date on which such [Class/Classes of US Notes] are to
                         be redeemed.

                    (b)  (Notice to Depository): The Principal Paying Agent
                         will, on receipt of a notice under clause 6.2(a), and
                         if any [Class/Classes of Book Entry US Notes] are
                         outstanding, notify the Depository of the proposed
                         redemption in accordance with the Depository's
                         applicable procedures, specifying the Invested Amount
                         and Stated Amount of each [Class/Classes of Book
                         Entry US Note] to be redeemed, the amount of
                         principal to be repaid in relation to each
                         [Class/Classes of Book Entry US Note] and the date on
                         which the [Class/Classes of Book Entry US Notes] are
                         to be redeemed.


7    General note registrar and paying agent matters
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Notices to [Noteholders of Class/Classes of US Notes]
               7.1  (a)  (Notices to be given by [Registrar of the Class/Classes
                         of US Notes]): At the request of the Issuer Trustee,
                         the Note Trustee, the Global Trust Manager, the
                         Security Trustee or any other Agent, and at the
                         expense of the Issuer Trustee, the [Registrar of the
                         Class/Classes of US Notes] will arrange for the
                         delivery of all notices to [Noteholders of
                         Class/Classes of US Notes] in accordance with the
                         [Conditions of the Class/Classes of US Notes].

                    (b)  (Copy to Note Trustee): The [Registrar of the
                         Class/Classes of US Notes] will promptly send to the
                         Note Trustee one copy of the form of every notice
                         given to [Noteholders of Class/Classes of US Notes]
                         in accordance with the [Conditions of the
                         Class/Classes of US Notes] (unless such notice is
                         given at the request of the Note Trustee).

                    The [Registrar of the Class/Classes of US Notes] will not
                    be responsible for, or liable to any person in respect of,
                    the contents of any notices or reports delivered by it at
                    the request of the Issuer Trustee, the Note Trustee, the
                    Global Trust Manager, the Security Trustee or any other
                    Agent pursuant to this clause 7.1.

Copies of Documents for inspection
               7.2  The Global Trust Manager will provide to the [Registrar of
                    the Class/Classes of US Notes] sufficient copies of all
                    documents required by the [Conditions of the Class/Classes
                    of US Notes] or the Note Trust Deed to be available to
                    [Noteholders of Class/Classes of US Notes] for issue or
                    inspection.

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Notice of any Withholding or Deduction
               7.3  If the Issuer Trustee or any Paying Agent is, in respect
                    of any payment in respect of the [Class/Classes of US
                    Notes], compelled to withhold or deduct any amount for or
                    on account of any taxes, duties or charges as contemplated
                    by Condition [ ] of the [Conditions of the Class/Classes
                    of US Notes] the Issuer Trustee must give notice to the
                    Principal Paying Agent, the Note Trustee and the
                    [Noteholders of Class/Classes of US Notes] in accordance
                    with Condition [ ] of the [Conditions of the Class/Classes
                    of US Notes] immediately after becoming aware of the
                    requirement to make the withholding or deduction and must
                    give to the Principal Paying Agent and the Note Trustee
                    such information as they require to enable each of them to
                    comply with the requirement.


8    Copies of documents available for inspection
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                    The Issuer Trustee shall supply, and the Paying Agents
                    shall hold available for inspection at their Specified
                    Offices during normal business hours, copies of all
                    documents required to be so available by the Note Trust
                    Deed and the [Conditions of the Class/Classes of US
                    Notes].


9    Documents and forms
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Principal Paying Agent
               9.1  The Issuer Trustee shall provide to the Principal Paying
                    Agent in a sufficient quantity, for distribution among the
                    Paying Agents as required by this agreement or the
                    [Conditions of the Class/Classes of US Notes]:

                    (a)  in the event that [Class/Classes of Definitive US
                         Notes] are to be issued:

                        (i)   such [Class/Classes of Definitive US Notes],
                              duly executed on behalf of the Issuer Trustee;

                        (ii)  specimens of such [Class/Classes of US Notes]
                              for the purpose of issuing replacements,

                        at least 14 days prior to the Exchange Date for the
                         relative [Class/Classes of Book Entry US Note] (and
                         the Note Trustee shall authenticate or procure the
                         authentication of such [Class/Classes of Definitive US
                         Notes] immediately before their issue);

                    (b)  forms of Voting Certificates and Block Voting
                         Instructions, together with instructions as to how to
                         complete, deal with and record the issue of such
                         forms.

               9.2  The Global Trust Manager shall provide to the Principal
                    Paying Agent in a sufficient quantity, for distribution
                    among the Paying Agents as required by this agreement or
                    the [Conditions of the Class/Classes of US Notes], all
                    documents to be available for inspection during business
                    hours (and the Paying Agents shall make such documents
                    available for collection or inspection to the [Noteholders
                    of Class/Classes of US Notes] that are so entitled).

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                                                                              12
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Notes, etc held by Paying Agents
               9.3  Each Paying Agent:

                    (a)  acknowledges that all forms of [Class/Classes of US
                         Notes] delivered to and held by it pursuant to this
                         agreement shall be held by it as custodian only and
                         it shall not be entitled to and shall not claim any
                         lien or other security interest on such forms;

                    (b)  shall only use such forms in accordance with this
                         agreement;

                    (c)  shall maintain all such forms in safe custody;

                    (d)  shall take such security measures as may reasonably
                         be necessary to prevent their theft, loss or
                         destruction; and

                    (e)  shall keep an inventory of all such forms and make it
                         available to the Issuer Trustee, the Note Trustee and
                         the other Paying Agents at all reasonable times.


10   Receipt of notices and voting
--------------------------------------------------------------------------------
Copy notices to Issuer Trustee
               10.1 Promptly after the receipt by the Principal Paying Agent
                    of a demand or notice from any [Noteholder of
                    Class/Classes of US Note] in accordance with the
                    [Conditions of the Class/Classes of US Notes] the
                    Principal Paying Agent shall forward a copy thereof to the
                    Issuer Trustee and the Note Trustee.

Voting
               10.2 Each Paying Agent shall, at the request of any [Noteholder
                    of Class/Classes of US Note], issue Voting Certificates
                    and/or Block Voting Instructions in a form and manner
                    which complies with the provisions of schedule 2 to the
                    Note Trust Deed in respect of the Trust (except that it
                    shall not be required to issue the same less than 48 hours
                    before the time fixed for any meeting or adjourned meeting
                    of the [Noteholders of Class/Classes of US Notes]) and
                    shall forthwith give to the Issuer Trustee and the Note
                    Trustee, by telex or by facsimile transmission, notice of
                    any revocation of or amendment to any Block Voting
                    Instruction. Each Paying Agent shall keep a full and
                    complete record of all Voting Certificates and Block
                    Voting Instructions issued by it and shall deliver to the
                    Issuer Trustee at its registered office (or such other
                    place as the Issuer Trustee shall have designated or
                    approved for the purpose), not less than 24 hours before
                    the time appointed for any meeting or adjourned meeting,
                    full particulars of all Voting Certificates and Block
                    Voting Instructions issued by it in respect of such
                    meeting or adjourned meeting. Forms for this purpose shall
                    be made available to the Principal Paying Agent by the
                    Note Trustee at the expense of the Issuer Trustee for
                    distribution to the other Paying Agents.


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11   Duties of Calculation Agent
--------------------------------------------------------------------------------
Appointment
               11.1 The Calculation Agent shall make all such determinations
                    and calculations (howsoever described) as it is required
                    to do under the [Conditions of the Class/Classes of US
                    Notes], all subject to and in accordance with the
                    [Conditions of the Class/Classes of US Notes].

Quotations
               11.2 The Calculation Agent shall not be responsible to the
                    Issuer Trustee, the Note Trustee or to any third party
                    (except in the event of negligence, default or bad faith
                    of the Calculation Agent, as the case may be) as a result
                    of the Calculation Agent having acted on any quotation
                    given by any reference bank which subsequently may be
                    found to be incorrect.

Notice
               11.3 The Calculation Agent shall, as soon as practicable after
                    their determination or calculation (or on such earlier
                    date as the [name of any relevant stock exchange] may
                    require, for so long as the [Class/Classes of US Notes]
                    are listed on the [name of any relevant stock exchange])
                    notify the Issuer Trustee, the Global Trust Manager, the
                    Currency Swap Providers, the Note Trustee, the other
                    Paying Agents and the [name of any relevant stock
                    exchange] (for so long as the [Class/Classes of US Notes]
                    are listed on the [name of any relevant stock exchange])
                    of, inter alia, each Interest Rate, Interest Amount,
                    Principal Amount and Payment Date and all other amounts,
                    rates and dates which it is obliged to determine or
                    calculate under the [Conditions of the Class/Classes of US
                    Notes] and of any subsequent amendment thereto pursuant to
                    the [Conditions of the Class/Classes of US Notes]. The
                    Calculation Agent will publish the same in accordance with
                    the [Conditions of the Class/Classes of US Notes].

Calculations
               11.4 The Calculation Agent shall use its best endeavours to
                    cause each Interest Rate, Interest Amount, Principal
                    Amount and Payment Date and all other amounts, rates and
                    dates which it is obliged to determine or calculate under
                    the [Conditions of the Class/Classes of US Notes] to be
                    published as required in accordance with the [Conditions
                    of the Class/Classes of US Notes] as soon as possible
                    after their determination or calculation.

Failure to calculate
               11.5

                    (a)  If the Calculation Agent at any time for any reason
                         does not determine and/or calculate and/or publish
                         the Interest Rate, Interest Amount, Principal Amount
                         and/or Payment Date in respect of any Interest Period
                         or any other amount, rate or dates as provided in
                         this clause the Note Trustee will do so and each such
                         determination or calculation by the Note Trustee will
                         be as if made by the Calculation Agent. In making
                         such determinations and calculations, the Note
                         Trustee will apply the provisions of this agreement,
                         with any consequential amendments, to the extent that
                         it is able to do so and in all other

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                                                                              14
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                         respects it will do so in such a manner as it
                         considers to be fair and reasonable in all the
                         circumstances.

                    (b)  If the Global Trust Manager does not at any time for
                         any reason make any of the determinations referred to
                         in Conditions [        ] or [         ] of the
                         [Conditions of the Class/Classes of US Notes], the
                         Calculation Agent (or, failing the Calculation Agent,
                         the Note Trustee) must make such determinations
                         (based on the information in its possession) and each
                         such determination will be deemed to have been made
                         by the Global Trust Manager.


12   Duties of the [Registrar of the Class/Classes of US Notes]
--------------------------------------------------------------------------------
[Register of the Class/Classes of US Notes] to be kept
               12.1 The [Registrar of the Class/Classes of US Notes] must keep
                    a register, at one of its Specified Offices, in which,
                    subject to such reasonable regulations as the [Registrar
                    of the Class/Classes of US Notes] may prescribe, the
                    [Registrar of the Class/Classes of US Notes] must keep a
                    full and complete record of:

                    (a)  ([Noteholder of Class/Classes of US Note] Details):
                         the name, address and, where applicable, taxation,
                         social security or other identifying number of each
                         [Noteholder of Class/Classes of US Note], the details
                         of the account to which any payments due to the
                         [Noteholder of Class/Classes of US Note] are to be
                         made in each case as notified by that [Noteholder of
                         Class/Classes of US Note] from time to time;

                    (b)  (Exchange etc. of [Class/Classes of US Notes]): the
                         issue and any exchange, transfer, replacement,
                         redemption (in whole or part) or cancellation of a
                         Class A Note;

                    (c)  (Payments): all payments made in respect of the
                         [Class/Classes of US Notes];

                    (d)  (Principal): the Invested Amount and the Stated
                         Amount of each Class A Note from time to time;

                    (e)  (Other Information): such other information as the
                         Global Trust Manager reasonably requires or the
                         [Registrar of the Class/Classes of US Notes]
                         considers appropriate or desirable.

Transfer or Exchange of [Class/Classes of US Notes]
               12.2 [Class/Classes of US Notes] held by a [Noteholder of
                    Class/Classes of US Note] may be transferred or may be
                    exchanged for other [Class/Classes of US Notes] in any
                    authorised denominations and a like Invested Amount,
                    provided in each case that the requirements of Section
                    8-401(a) of the UCC are met, by that [Noteholder of
                    Class/Classes of US Note] upon:

                    (a)  (Surrender and Instrument of Transfer or Exchange):
                         the surrender of the [Class/Classes of US Notes] to
                         be transferred or exchanged duly endorsed with, or
                         accompanied by, a written instrument of transfer or
                         exchange in the form, in the case of a

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                                                                              15
--------------------------------------------------------------------------------
                         transfer, annexed to the [Class/Classes of US Notes]
                         or otherwise in a form satisfactory to the [Registrar
                         of the Class/Classes of US Notes] duly executed by
                         the [Noteholder of Class/Classes of US Note], or its
                         attorney duly authorised in writing, with such
                         signature guaranteed by an "eligible guarantor
                         institution" meeting the requirements of the
                         [Registrar of the Class/Classes of US Notes] which
                         requirements include membership of, or participation
                         in, STAMP or such other "signature guarantee program"
                         as may be determined by the [Registrar of the
                         Class/Classes of US Notes] in addition to, or in
                         substitution for, STAMP, all in accordance with the
                         Exchange Act; and

                    (b)  (Other Documents): the provision of such other
                         documents as the [Registrar of the Class/Classes of
                         US Notes] may reasonably require,

                    to the [Registrar of the Class/Classes of US Notes] at the
                    Specified Office of the [Registrar of the Class/Classes of
                    US Notes].

Replacement of Lost or Mutilated [Class/Classes of US Notes]
               12.3 If any [Class/Classes of US Note]is lost, stolen,
                    mutilated, defaced or destroyed it may, provided that the
                    requirements of Section 8-405 of the UCC are met, be
                    replaced with other [Class/Classes of US Notes] in any
                    authorised denominations, and a like Invested Amount, upon
                    surrender to the [Registrar of the Class/Classes of US
                    Notes] of the [Class/Classes of US Notes] to be replaced
                    (where the [Class/Classes of US Notes] have been mutilated
                    or defaced) at the Specified Office of the [Registrar of
                    the Class/Classes of US Notes], the provision of such
                    evidence and indemnities as the [Registrar of the
                    Class/Classes of US Notes] or the Issuer Trustee may
                    reasonably require and payments of the [Registrar of the
                    Class/Classes of US Notes]'s and the Issuer Trustee's
                    expenses incurred, and any tax or governmental charge that
                    may be imposed, in connection with such replacement.

Obligations upon Transfer, Exchange or Replacement of
[Class/Classes of US Notes]
               12.4 Subject to this agreement, upon compliance by the relevant
                    [Noteholder of Class/Classes of US Note] with the
                    provisions of clauses 12.2 or 12.3, as applicable, in
                    relation to the transfer, exchange or replacement of any
                    [Class/Classes of US Notes]:

                    (a)  (Advise Issuer Trustee): the [Registrar of the
                         Class/Classes of US Notes] must within 3 Business
                         Days so advise the Issuer Trustee and the Note
                         Trustee (if it is not the [Registrar of the
                         Class/Classes of US Notes]) in writing and provide
                         details of the new [Class/Classes of US Notes] to be
                         issued in place of those [Class/Classes of US Notes];

                    (b)  (Execution and Authentication): the Issuer Trustee
                         must, within 3 Business Days of such advice, execute
                         and deliver to the Note Trustee for authentication in
                         the name of the relevant [Noteholder of Class/Classes
                         of US Note] or the designated transferee or
                         transferees, as the case may be, one or more new
                         [Class/Classes of US Notes] in any authorised
                         denominations,

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                                                                              16
--------------------------------------------------------------------------------
                         and a like Invested Amount as those [Class/Classes of
                         US Notes] (in each case as specified by the
                         [Registrar of the Class/Classes of US Notes]) and the
                         Note Trustee must within 3 Business Days of receipt
                         of such executed [Class/Classes of US Notes]
                         authenticate them and (if it is not the [Registrar of
                         the Class/Classes of US Notes]) deliver those
                         [Class/Classes of US Notes] to the [Registrar of the
                         Class/Classes of US Notes]; and

                    (c)  (Delivery to [Noteholder of Class/Classes of US
                         Note]): the [Registrar of the Class/Classes of US
                         Notes] must, within 3 Business Days of receipt of
                         such new [Class/Classes of US Notes] (or
                         authentication of such [Class/Classes of US Notes] if
                         the [Registrar of the Class/Classes of US Notes] is
                         the Note Trustee), forward to the relevant
                         [Noteholder of Class/Classes of US Note] (being the
                         transferee in the case of a transfer of a Class A
                         Note) such new [Class/Classes of US Notes].

No Charge for Transfer or Exchange
               12.5 No service charge may be made to a [Noteholder of
                    Class/Classes of US Note] for any transfer or exchange of
                    [Class/Classes of US Notes], but the [Registrar of the
                    Class/Classes of US Notes] may require payment by the
                    [Noteholder of Class/Classes of US Note] of a sum
                    sufficient to cover any tax or other governmental charge
                    that may be imposed in connection with any transfer or
                    exchange of [Class/Classes of US Notes].

Restricted Period
               12.6 Notwithstanding the preceding provisions of this clause
                    12, the [Registrar of the Class/Classes of US Notes] need
                    not register transfers or exchanges of [Class/Classes of
                    US Notes], and the Issuer Trustee is not required to
                    execute nor the Note Trustee to authenticate any
                    [Class/Classes of US Notes], for a period of 30 days
                    preceding the due date for any payment with respect to the
                    [Class/Classes of US Notes] or for such period, not
                    exceeding 30 days, as is specified by the Note Trustee
                    prior to any meeting of the [Noteholders of Class/Classes
                    of US Notes], which includes [Noteholders of Class/Classes
                    of US Notes], under the Master Trust Deed or prior to any
                    meeting of Voting Secured Creditors, which includes
                    [Noteholders of Class/Classes of US Notes], under the
                    Master Security Trust Deed.

Cancellation of [Class/Classes of US Notes]
               12.7 The [Registrar of the Class/Classes of US Notes] must
                    cancel or destroy all [Class/Classes of US Notes] that
                    have been surrendered to it for transfer, exchange or
                    replacement (including any [Class/Classes of Book Entry US
                    Notes] surrendered pursuant to the Note Trust Deed) or
                    surrendered to a Paying Agent for redemption and delivered
                    to the [Registrar of the Class/Classes of US Notes] and
                    must, upon request, provide a certificate to the Issuer
                    Trustee, the Note Trustee or the Global Trust Manager with
                    the details of all such [Class/Classes of US Notes] so
                    cancelled or destroyed. Each Paying Agent must cancel and
                    deliver any [Class/Classes of US Notes] surrendered to it
                    for cancellation or destruction to the [Registrar of the
                    Class/Classes of US Notes] under this clause.

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                                                                              17
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Provision of Information and Inspection of Register
               12.8 The [Registrar of the Class/Classes of US Notes] must:

                    (a)  (Information): provide to the Issuer Trustee, the
                         Global Trust Manager, the Note Trustee and each other
                         Agent such information as is contained in the
                         [Register of the Class/Classes of US Notes] and is
                         required by them in order to perform any obligation
                         pursuant to a Transaction Document;

                    (b)  (Inspection): make the [Register of the Class/Classes
                         of US Notes]:

                        (i)   available for inspection or copying by the
                              Issuer Trustee, the Global Trust Manager, the
                              Note Trustee and each other Agent or their
                              agents or delegates; and

                        (ii)  available for inspection by each [Noteholder of
                              Class/Classes of US Note] but only in respect of
                              information relating to that [Noteholder of
                              Class/Classes of US Note],

                    at the [Registrar of the Class/Classes of US Notes]'s
                    Specified Office during local business hours.

Correctness of Register and Information
               12.9 The Issuer Trustee, the Note Trustee, the Global Trust
                    Manager and each Agent (other than the [Registrar of the
                    Class/Classes of US Notes]) may accept the correctness of
                    the [Register of the Class/Classes of US Notes] and any
                    information provided to it by the [Registrar of the
                    Class/Classes of US Notes] and is not required to enquire
                    into its authenticity. None of the Issuer Trustee, the
                    Note Trustee, the Global Trust Manager or any Agent
                    (including the [Registrar of the Class/Classes of US
                    Notes]) is liable for any mistake in the [Register of the
                    Class/Classes of US Notes] or in any purported copy except
                    to the extent that the mistake is attributable to (in the
                    case of the parties other than the Issuer Trustee or the
                    Note Trustee) its own fraud, negligence or material breach
                    of obligation (or, in the case of the Issuer Trustee or
                    the Note Trustee), its fraud, negligence or breach of
                    trust.

Non-recognition of Equitable Interests
               12.10 Except as required by statute or as ordered by a court of
                    competent jurisdiction, no notice of any trust, whether
                    express, implied or constructive, is to be entered in the
                    [Register of the Class/Classes of US Notes] and except as
                    otherwise provided in any Transaction Document, or
                    required by statute or ordered by a court of competent
                    jurisdiction, none of the [Registrar of the Class/Classes
                    of US Notes], the Note Trustee, the Issuer Trustee, the
                    Global Trust Manager or any other Agent is to be affected
                    by or compelled to recognise (even when having notice of
                    it) any right or interest in any [Class/Classes of US
                    Notes] other than the registered [Noteholder of
                    Class/Classes of US Note's] absolute right to the entirety
                    of them and the receipt of a registered [Noteholder of
                    Class/Classes of US Note] is a good discharge to the
                    Issuer, the Global Trust Manager, the Note Trustee and
                    each Agent.

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Rectification of [Register of the Class/Classes of US Notes] 12.11 If:

                    (a)  (Entry Omitted): an entry is omitted from the
                         [Register of the Class/Classes of US Notes];

                    (b)  (Entry made otherwise than in accordance with this
                         Deed): an entry is made in the [Register of the
                         Class/Classes of US Notes] otherwise than in
                         accordance with this agreement;

                    (c)  (Wrong entry exists): an entry wrongly exists in the
                         [Registrar of the Class/Classes of US Notes];

                    (d)  (Error or defect exists in Register): there is an
                         error or defect in any entry in the [Register of the
                         Class/Classes of US Notes]; or

                    (e)  (Default made): default is made or unnecessary delay
                         takes place in entering in the Class A Register that
                         any person has ceased to be the holder of
                         [Class/Classes of US Notes],

                    then the [Registrar of the Class/Classes of US Notes] may
                    rectify the same.


13   Relationship
--------------------------------------------------------------------------------
No other obligation
               13.1 Each of the Agents hereby undertakes to the Issuer Trustee
                    and the Note Trustee to perform such obligations and
                    duties, and shall be obliged to perform such duties and
                    only such duties, as are in this agreement, in the
                    [Conditions of the Class/Classes of US Notes] specifically
                    set forth, and no implied duties or obligations shall be
                    read into this agreement, the Note Trust Deed or the
                    [Class/Classes of US Notes] against any of the Agents,
                    other than the duty to act honestly and in good faith and
                    to exercise the diligence of a reasonably prudent agent in
                    comparable circumstances.

Instructions
               13.2 Subject to the other terms of this agreement and the
                    [Conditions of the Class/Classes of US Notes], each Agent
                    must act in accordance with the instructions (if any) of
                    the Issuer Trustee and the Global Trust Manager in
                    exercising its rights, powers and discretions under this
                    agreement.

No instructions
               13.3 Subject to the terms of this agreement, where instructions
                    of the Issuer Trustee are expressly required for the Agent
                    to take action under this agreement, in the absence of
                    instructions from the Issuer Trustee, no Agent is required
                    to take any action but may exercise its rights, powers and
                    discretions as it sees fit provided it does so in good
                    faith. Except where this agreement otherwise expressly
                    provides, no Agent need consult with the Issuer Trustee
                    before exercising a right, power or discretion under this
                    agreement.

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                                                                              19
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Agent of the Issuer Trustee
               13.4 In acting hereunder and in connection with the
                    [Class/Classes of US Notes] (and subject to clause 3.1),
                    the Agents shall act solely as agents of the Issuer
                    Trustee and will not thereby assume any obligations
                    towards or relationship of agency or trust for any holders
                    of [Class/Classes of US Notes] except that any funds
                    received by the Principal Paying Agent for the payment of
                    any amounts in respect of the [Class/Classes of US Notes]
                    shall be held by it on trust for the relevant holders
                    until the earlier of the expiration of the relevant
                    prescription period and the date on which any such amounts
                    are repaid under clause 4.10.

Issuer Trustee not responsible for Agents
               13.5 Notwithstanding any other provision contained in this
                    agreement, any other Transaction Document or at law, the
                    Issuer Trustee in its personal capacity is not responsible
                    for any act or omission of any Agent.

Reliance
               13.6 Each Agent is protected and will incur no liability for or
                    in respect of any action taken, omitted or suffered by it
                    in reliance upon any instruction, request or order from
                    the Issuer Trustee or the Global Trust Manager or in
                    reliance upon any [Class/Classes of US Note] or upon any
                    notice, resolution, direction, consent, certificate,
                    affidavit, statement or other paper or document reasonably
                    believed by it to be genuine and to have been delivered,
                    signed or sent by the property party or parties.

Agent may employ
               13.7 Each Agent may employ agents. Each of the Agents may
                    consult on any legal matter any legal adviser selected by
                    it, who may be an employee of or legal adviser to the
                    Issuer Trustee, and it shall be protected and shall incur
                    no liability for action taken, or suffered to be taken,
                    with respect to such matter in good faith and in
                    accordance with the opinion of such legal adviser.

Applicable laws
               13.8 The Global Trust Manager must ensure, and no Agent has any
                    responsibility for ensuring, that the issue of, and
                    observance of obligations under, a [Class/Classes of US
                    Note]complies with all applicable laws and regulations and
                    that all authorisations necessary for the issue of, and
                    observance of obligations under, a [Class/Classes of US
                    Note]are obtained and maintained in full force and effect.

Accept deposits etc
               13.9 Without any liability to account to a [Noteholder of
                    Class/Classes of US Note] or any other person each Agent
                    may accept deposits from, lend money to, assume
                    liabilities in relation to and generally engage in any
                    kind of banking, trust or other business with, the Issuer
                    Trustee as if it were not an Agent and may accept fees and
                    other consideration from the Issuer Trustee for services
                    in connection with this agreement or any other arrangement
                    without having to account for them to a [Noteholder of
                    Class/Classes of US Note] or another person.

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Dealing with money
              13.10 Each Agent is entitled to deal with money paid to it
                    under this agreement in the same manner as other money
                    paid to it as banker by its customers except that:

                    (a)  it is not entitled to exercise any lien, right of
                         set-off, combination of accounts or similar claim in
                         respect of it; and

                    (b)  it shall not be liable to any person to account for
                         interest on any sums held by it under this agreement.

Income Tax Returns
              13.11 The Principal Paying Agent will deliver to each
                    [Noteholder of Class/Classes of US Note] such information
                    as may be reasonably required to enable such [Noteholder
                    of Class/Classes of US Note] to prepare its federal and
                    state income tax returns.

Holders of Notes
              13.12 Except as ordered by a court of competent jurisdiction or
                    as required by law, each Paying Agent is entitled to treat
                    the person:

                    (a)  ([Class/Classes of Book Entry US Notes]) who is,
                         while a [Class/Classes of Book Entry US Note] remains
                         outstanding, the registered owner of that
                         [Class/Classes of Book Entry US Note] as recorded in
                         the [Register of the Class/Classes of US Notes] as
                         the absolute owner of each Note and as the person
                         entitled to receive payments of principal or interest
                         (as applicable) and each person shown in the records
                         of the Depository as the holder of any Note
                         represented by a [Class/Classes of Book Entry US
                         Note] will be entitled to receive from the registered
                         owner of that [Class/Classes of Book Entry US Note]
                         any payment so made only in accordance with the
                         respective rules and procedures of the Depository;

                    (b)  ([Class/Classes of Definitive US Notes]) who is the
                         registered owner of any [Class/Classes of Definitive
                         US Notes] as recorded in the [Register of the
                         Class/Classes of US Notes] as the absolute owner or
                         owners of that [Class/Classes of Definitive US Notes]
                         (whether or not that [Class/Classes of Definitive US
                         Notes] is overdue and despite any notice of ownership
                         or writing on it or any notice of previous loss or
                         theft or of any trust or other interest in it); and

                    (c)  (Note Trustee) who, when a [Class/Classes of Book
                         Entry US Note] in respect of any Note is no longer
                         outstanding but [Class/Classes of Definitive US
                         Notes] in respect of the Notes have not been issued,
                         is for the time being the Note Trustee, as the person
                         entrusted with the receipt of principal or interest,
                         as applicable, on behalf of the relevant [Noteholders
                         of Class/Classes of US Notes],

                    in all cases and for all purposes, despite any notice to
                    the contrary, and will not be liable for so doing.

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Note or document believed to be genuine
              13.13 Each of the Agents shall be protected and shall incur no
                    liability for or in respect of any action taken or omitted
                    or thing suffered by it in reliance upon any Note or other
                    document or any communication, certification, instruction,
                    request or order reasonably believed by it to be genuine
                    and to have been delivered, sent or signed by the proper
                    parties.

Agents as holders of Notes
              13.14 Neither any Agent nor any other person whether acting for
                    itself or in any other capacity will be precluded from
                    becoming the owner of, or acquiring any interest in,
                    holding or disposing of any [Class/Classes of US Note] or
                    any shares or securities of the Issuer Trustee, with the
                    same rights as it would have had if such Agent were not
                    acting as Agent or from entering into or being interested
                    in any contracts or transactions with the Issuer Trustee,
                    or from acting on, or as depositary, trustee or agent for,
                    any committee or body of holders of any securities of the
                    Issuer Trustee, and will not be liable to account for any
                    profit.

Communication between the Parties
              13.15 A copy of all communications relating to the subject
                    matter of this agreement between the Issuer Trustee or the
                    Note Trustee and the [Noteholders of Class/Classes of US
                    Notes] and any of the Paying Agents (other than the
                    Principal Paying Agent) shall be sent to the Principal
                    Paying Agent by the relevant Paying Agent.

Termination
              13.16 An Agent may resign its appointment under this agreement
                    and the Global Trust Manager may, with the prior written
                    approval of the Note Trustee and the Issuer Trustee,
                    terminate the appointment of an Agent under this agreement
                    at any time by giving not less than 45 days' written
                    notice to that effect to the Global Trust Manager or the
                    Agent respectively (which shall not expire less than 15
                    days before or after any Payment Date) provided that:

                    (a)  no such resignation or termination of the appointment
                         of the Principal Paying Agent shall take effect until
                         a successor has been appointed by the Issuer Trustee
                         (at the direction of the Global Trust Manager) on
                         terms approved in writing by the Note Trustee and the
                         Issuer Trustee;

                    (b)  no such resignation or termination shall take effect
                         if as a result of such resignation or termination
                         there would cease to be Agents as required in the
                         [Conditions of the Class/Classes of US Notes]; and

                    (c)  [any other applicable covenants for a relevant stock
                         exchange]

                    If the Global Trust Manager does not appoint a successor
                    Principal Paying Agent by the day falling 10 days before
                    the expiration of such 45 days, the Principal Paying Agent
                    may appoint as a successor Principal Paying Agent a
                    reputable financial institution of good standing which the
                    Issuer Trustee and the Note Trustee approve (such approval
                    not to be unreasonably withheld) or it may petition a
                    court of competent jurisdiction to do so. Any successor
                    Principal Paying Agent must

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                                                                              22
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                    forthwith enter into an agreement on substantially the
                    same terms as this agreement and each Current Rating
                    Agency must be notified of any appointment by the Global
                    Trust Manager.

                    If the appointment of the Principal Paying Agent
                    terminates, the Principal Paying Agent shall, on the date
                    on which that termination takes effect, pay to the
                    successor Principal Paying Agent any amount held by it for
                    payment of principal or interest in respect of any Note,
                    and shall deliver to the successor Principal Paying Agent
                    all records maintained by it pursuant to this agreement
                    and all documents (including any [Class/Classes of
                    Definitive US Notes]) held by it.

Publication
              13.17 Immediately following the receipt of any notice of
                    resignation of any Agent and forthwith on giving notice
                    appointing an Agent or terminating any Agent's appointment
                    hereunder, the Global Trust Manager shall publish or cause
                    to be published notice thereof to the holders of the
                    [Class/Classes of US Notes] in accordance with the
                    [Conditions of the Class/Classes of US Notes]. On the date
                    on which any such termination or resignation takes effect,
                    the relevant Agent shall deliver to the Issuer Trustee, or
                    as the Issuer Trustee may direct, all records maintained
                    by it, and any [Class/Classes of US Notes] in its
                    possession, pursuant hereto and shall resign, it shall in
                    addition pay to or to the order of the Issuer Trustee any
                    amount held by it, and received from the Issuer Trustee
                    for payment in respect of the [Class/Classes of US Notes].
                    Upon its resignation or termination of appointment taking
                    effect, the relevant Paying Agent shall be entitled to the
                    payment by the Issuer Trustee of its commissions, fees and
                    expenses then unpaid and shall continue to be entitled to
                    the benefit of clause 14.2 in respect of the period of its
                    appointment.

Termination of appointment
              13.18 The appointment of any Agent shall forthwith terminate if
                    at any time:

                    (a)  an Insolvency Event occurs in relation to that Agent;
                         or

                    (b)  the Agent ceases to conduct business; or

                    (c)  it fails to remedy within 5 Business Days after prior
                         written notice by the Issuer Trustee or the Global
                         Trust Manager any material breach of this agreement
                         on the part of the Agent.

                    The Issuer Trustee acting on the direction of the Global
                    Trust Manager may appoint a successor Agent which shall be
                    a reputable financial institution of good standing
                    approved by the Note Trustee.

New Agents
                   13.19 Upon its appointment becoming effective, a successor
                         Agent shall, without further act, deed or conveyance,
                         become vested with all the authority, rights, powers,
                         trusts, immunities, duties and obligations of its
                         predecessor or, as the case may be, a Paying Agent
                         with like effect as if originally named as an Agent
                         under this agreement.

<PAGE>

                                                                              23
--------------------------------------------------------------------------------
Merger
               13.20 Any corporation into which any Agent or its agency
                    business may be merged, sold or converted or any
                    corporation with which such Agent may be consolidated or
                    any corporation resulting from any merger, conversion or
                    consolidation to which such Agent shall be a party shall,
                    to the extent permitted by applicable law, be the
                    successor Agent under this agreement without any further
                    formality. Notice of any such merger, conversion or
                    consolidation shall forthwith be given by that Agent to
                    the Issuer Trustee, Note Trustee and the other Agents.

Notice to [Noteholder of Class/Classes of US Note]
              13.21 The Global Trust Manager on behalf of the Issuer Trustee
                    will, within 5 days of:

                    (a)  (Termination): the termination of the appointment of
                         any Agent;

                    (b)  (Resignation): the resignation of any Agent; or

                    (c)  (Appointment): the appointment of a new Agent,

                    give to the [Noteholders of Class/Classes of US Notes]
                    notice of the termination, appointment or resignation in
                    accordance with Condition [ ] of the [Conditions of the
                    Class/Classes of US Notes] (in the case of a termination
                    under clause 13.18 at the cost of the outgoing Agent).
                    Notwithstanding clause 13.18, neither the termination of
                    the appointment of an Agent, nor the resignation of an
                    Agent, will take effect until notice thereof is given to
                    the [Noteholders of Class/Classes of US Notes] in
                    accordance with this clause 13.21.

Change of specified office
              13.22 If any Agent changes its Specified Office, it shall give
                    to the Issuer Trustee, the Global Trust Manager, the Note
                    Trustee and each other Agent written notice of the address
                    of the new Specified Office stating the date on which such
                    change is to take effect, which date shall be not less
                    than 30 days after the date of such notice, provided that
                    an Agent shall not change its Specified Office to another
                    city without the prior consent of the Issuer Trustee and
                    the Global Trust Manager. The Global Trust Manager shall
                    within 15 days of receipt of any such notice (unless the
                    appointment of the Principal Paying Agent or the relevant
                    Paying Agent is to terminate pursuant to any of the
                    foregoing clauses on or prior to the date of such change)
                    publish or cause to be published notice thereof to the
                    [Noteholders of Class/Classes of US Notes] in accordance
                    with the [Conditions of the Class/Classes of US Notes].

              13.23 Anything in this agreement to the contrary
                    notwithstanding, in no event shall the Agent by liable
                    under or in connection with this agreement for indirect,
                    special, incidental, punitive or consequential losses or
                    damages of any kind whatsoever, including but not limited
                    to lost profits, whether or not foreseeable, even if the
                    Agent has been advised to the possibility thereof and
                    regardless of the form of action in which such damages are
                    sought.


<PAGE>

                                                                              24
--------------------------------------------------------------------------------
14   Stamp duties and indemnities
--------------------------------------------------------------------------------
Stamp duties
               14.1 The Issuer Trustee agrees to pay any and all stamp and
                    other documentary taxes or duties which may be payable in
                    the Commonwealth of Australia, the Australian Capital
                    Territory, the United States and [other relevant
                    jurisdictions] by the Paying Agents or the Note Trustee in
                    connection with the execution, delivery, performance and
                    enforcement of this agreement.

Indemnity by Issuer Trustee
               14.2 Subject to clause 16, the Issuer Trustee shall indemnify
                    each Agent against any loss, liability, cost, claim,
                    action, demand or expense (including, but not limited to,
                    all reasonable costs, charges and expenses paid or
                    incurred in disputing or defending any of the foregoing)
                    that it may incur or that may be made against it arising
                    out of or in relation to or in connection with its
                    appointment or the exercise of its functions, except such
                    as may result from a breach by it of this agreement or its
                    own negligence, bad faith or breach of trust or that of
                    its officers, employees or agents.

Indemnity by Agents
               14.3 Each Agent severally shall indemnify the Issuer Trustee
                    and the Global Trust Manager against any loss, liability,
                    cost, claim, action, demand or expense (including, but not
                    limited to, all reasonable costs, charges and expenses
                    paid or incurred in disputing or defending any of the
                    foregoing) that the Issuer Trustee may incur or that may
                    be made against it as a result of such Agent's fraud,
                    negligence or material breach of obligation or that of its
                    officers, employees or agents.


15   Commissions and Expenses
--------------------------------------------------------------------------------
Principal Paying Agent
               15.1 The Issuer Trustee agrees to pay to the Principal Paying
                    Agent, from its own funds and not from the Assets of the
                    Trust, such fees and commissions as the Issuer Trustee and
                    the Principal Paying Agent shall separately agree in
                    respect of the services of the Principal Paying Agent and
                    the other Paying Agents under this agreement together with
                    any reasonable out-of-pocket expenses (including legal,
                    printing, postage, fax, cable and advertising expenses and
                    GST (if any)) incurred by the Principal Paying Agent and
                    the other Paying Agents in connection with this agreement
                    and its supply of services. If the appointment of an Agent
                    is terminated under this agreement, the Principal Paying
                    Agent must refund to the Issuer Trustee their proportion
                    of the fee (if any) which relates to the period during
                    which the Agent's appointment is terminated.

Other Agents
               15.2 The Principal Paying Agent will make payment of the fees
                    and commissions due hereunder to the other Agents and will
                    reimburse their expenses promptly after the receipt of the
                    relevant moneys from the Issuer Trustee in each case
                    unless otherwise agreed with the Issuer Trustee. The
                    Issuer Trustee shall not be responsible for any such


<PAGE>

                                                                              25
--------------------------------------------------------------------------------
                    payment or reimbursement by the Principal Paying Agent to
                    the other Agents.


16   Issuer Trustee's limitation of liability
--------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).


17   Notices
--------------------------------------------------------------------------------
Form
               17.1 Subject to clauses 17.4 and 17.5, a notice, approval,
                    consent or other communication in connection with this
                    agreement:

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

                    (b)  must be in writing; and

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

Initial addresses
               17.2 The initial address and facsimile numbers of the Issuer
                    Trustee, the Global Trust Manager, the Principal Paying
                    Agent, the Paying Agent and the Note Trustee are set out
                    in the schedule to this agreement.

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

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

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

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

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

<PAGE>

                                                                              26
--------------------------------------------------------------------------------
                    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.

               17.5 All notices are valid if despatched by prepaid ordinary
                    post (airmail if posted to a place outside Australia) to
                    the relevant party's registered office (or, in the case of
                    Registered [Noteholders of Class/Classes of US Notes], to
                    the address specified in the Register and, in the case of
                    joint holders, to the person whose name first appears in
                    the Register). Such notice is taken to be received on the
                    third (seventh, if posted to a place outside Australia)
                    day after posting.

               17.6 Where a notice or other communication is to be provided
                    under this agreement to a [Noteholder of Class/Classes of
                    US Note] of a Note in bearer form, the notice may be given
                    in accordance with the relevant Note Trust Deed.


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

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

Supervening legislation
               18.4 Any present or future legislation which operates to vary
                    the obligations of the parties to this agreement in
                    connection with this agreement with the result that the
                    rights, powers or remedies of the parties 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.

<PAGE>

                                                                              27
--------------------------------------------------------------------------------
Approvals and consent
               18.5 The parties to this agreement or an attorney appointed
                    under this agreement may give conditionally or
                    unconditionally or withhold their approval or consent in
                    their absolute discretion, unless this agreement expressly
                    provides otherwise.

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

Indemnities
               18.7 Each indemnity in this agreement is a continuing
                    obligation, separate and independent from the other
                    obligations of the parties to this agreement and survives
                    termination of this agreement. It is not necessary for the
                    parties to this agreement to incur expense or make payment
                    before enforcing a right of indemnity conferred by this
                    agreement.

Time of the essence
               18.8 Time is of the essence in this agreement in respect of an
                    obligation of any of the parties to this agreement to pay
                    money.

Receipts
               18.9 The receipt of a Receiver, or an Authorised Person of the
                    parties to this agreement, releases the person paying
                    money to the Receiver or the parties to this agreement in
                    connection with this agreement 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
                   18.10 The parties acknowledge and agree that in exercising
                         their powers and discretions under this agreement,
                         and in performing their obligations under this
                         agreement, they must act in accordance with their
                         duties and obligations under this agreement, and they
                         may exercise such powers and discretions as provided
                         in this agreement, and (without limitation) in
                         forming any opinion may obtain and act upon the
                         advice of persons who are not parties to this
                         agreement.

                   18.11 The parties acknowledge that they are bound by the
                         terms of this agreement.

Disclosure of information
                   18.12 Subject to this agreement, the parties to this
                         agreement 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 parties to this agreement in
                         connection with this agreement.

<PAGE>

                                                                              28
--------------------------------------------------------------------------------
Rights cumulative
                   18.13 The rights, powers and remedies provided in this
                         agreement are cumulative and not exclusive of the
                         rights, powers or remedies provided by law
                         independently of this agreement.

Signatures
                   18.14 The parties to this agreement may rely on the
                         validity of any signature on any transfer, form of
                         application or other instrument or document unless
                         the parties to this agreement (as the case may be)
                         have reasonable grounds to believe that the signature
                         is not genuine. None of the parties to this agreement
                         are liable to make good out of their 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
                         parties to this agreement) is to be borne by the
                         relevant Trust in respect of which the loss is
                         incurred.

Limitation of Note Trustee's Liability
                   18.15 The Note Trustee is a party to this agreement in its
                         capacity as trustee of the Note Trust. The liability
                         of the Note Trustee under this agreement is limited
                         in the manner and to the same extent as under the
                         Note Trust Deed.


19   Amendment
--------------------------------------------------------------------------------
                    This agreement may be amended by the Issuer Trustee, the
                    Note Trustee and the Agents without the consent of any
                    holder of Notes, Coupons if the amendment:

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

                    (b)  is considered by the Note Trustee not to be
                         materially prejudicial to the interests of the
                         [Noteholders of Class/Classes of US Notes].

                    Any amendment must be notified to each Current Rating
                    Agency.


20   Governing law and submission to jurisdiction
--------------------------------------------------------------------------------
Governing Law
               20.1 This agreement is governed by the law in force in the
                    Australian Capital Territory and the rights, liabilities
                    and obligations of the parties to this agreement are
                    governed by the laws in force in the Australian Capital
                    Territory.

Submission to jurisdiction
               20.2 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
<PAGE>

                                                                              29
--------------------------------------------------------------------------------
                    claiming that the action has been brought in an
                    inconvenient forum or that those courts do not have
                    jurisdiction.

Service
               20.3 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.


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

EXECUTED as an agreement.


<PAGE>

                                                                              30
--------------------------------------------------------------------------------
Schedule       Initial Contact Details
--------------------------------------------------------------------------------

               Issuer Trustee

               Address:            [       ]
               Attention:          [       ]
               Facsimile:          [       ]
               Email:              [       ]

               Global Trust Manager

               Address:            Level 24
                                   500 Bourke Street
                                   Melbourne   VIC   3000
               Attention:          [Manager, Group Funding]
               Facsimile:          [(613) 8641 0906]
               Email:              [                      ]

               Note Trustee

               Address:            [       ]

               Attention:          [       ]
               Facsimile:          [       ]
               Email:              [       ]

               [Registrar of the Class/Classes of US Notes]

               Address:            [       ]

               Attention:          [       ]
               Facsimile:          [       ]
               Email:              [       ]

               Principal Paying Agent and Calculation Agent

               Address:   [        ]
               Attention:          [       ]
               Facsimile:          [       ]
               Email:              [       ]

               The Bank of New York, London Branch

               Address:   [        ]
               Attention:          [       ]
               Facsimile:          [       ]
               Email:              [       ]


<PAGE>

                                                                              31
--------------------------------------------------------------------------------
Execution Page
--------------------------------------------------------------------------------

ISSUER TRUSTEE

SIGNED by [.....................]  )
as attorney for [NAME OF ISSUER    )
TRUSTEE] in the presence of:       )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney



GLOBAL TRUST MANAGER

SIGNED by [....................  ] )
on behalf of NATIONAL GLOBAL       )
MBS MANAGER PTY LTD                )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the signatory
                                   )   states that the signatory has received no
..................................  )   notice of revocation of the authority
Occupation of witness              )   under which this agreement is executed



<PAGE>

                                                                              32
--------------------------------------------------------------------------------
NOTE TRUSTEE

SIGNED by [.....................]  )
as authorised signatory for        )
[NAME OF NOTE TRUSTEE]             )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the signatory
                                   )   states that the signatory has received no
..................................  )   notice of revocation of the authority
Occupation of witness              )   under which this agreement is signed



[REGISTRAR OF THE CLASS/CLASSES OF US NOTES]

SIGNED by [.....................]  )
as authorised signatory for        )
[NAME OF REGISTRAR OF THE CLASS/   )
CLASSES OF US NOTES]               )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the signatory
                                   )   states that the signatory has received no
..................................  )   notice of revocation of the authority
Occupation of witness              )   under which this agreement is signed



<PAGE>

                                                                              33
--------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT AND CALCULATION AGENT

SIGNED by [.....................]  )
as authorised signatory for        )
[NAME OF PRINCIPAL PAYING AGENT    )
AND CALCULATION AGENT]             )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the signatory
                                   )   states that the signatory has received no
..................................  )   notice of revocation of the authority
Occupation of witness              )   under which this agreement is signed



PAYING AGENT

SIGNED by [.....................]  )
as authorised signatory for        )
[NAME OF PAYING AGENT]             )
in the presence of:                )
                                   )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this agreement the signatory
                                   )   states that the signatory has received no
..................................  )   notice of revocation of the authority
Occupation of witness              )   under which this agreement is signed





<PAGE>

             ----------------------------------------------------
             Dated



                              National RMBS Trust
                                  200[ ]-[ ]
                               Agency Agreement

                           [Name of Issuer Trustee]
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                                      and
                            [Name of Note Trustee]
                               ("Note Trustee")
                    [Name of Registrar of the Class/Classes
                                 of US Notes]
                    ("[Registrar of the Class/Classes of US
                                   Notes]")
                [Name of Principal Paying Agent and
                              Calculation Agent]
                         ("Principal Paying Agent" and
                             "Calculation Agent")
                        [Name of Paying Agent] ("Paying
                                    Agent")

















                           Mallesons Stephen Jaques
                                  Solicitors
                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                 Ref: AAV/SRF

                          (C)Mallesons Stephen Jaques



<PAGE>

                                                                             (i)
--------------------------------------------------------------------------------
Contents       National RMBS Trust 200[ ]-[ ] Agency Agreement
--------------------------------------------------------------------------------

               1    Definitions and Interpretation                             1

                    Definitions Schedule                                       1
                    Definitions                                                2

               2    Appointment of Agents                                      2

                    Appointment of Agents                                      2
                    Acceptance of appointment                                  3
                    Representation by each Agent                               3
                    Additional Agents                                          3

               3    The Note Trustee                                           4

                    Agents to act for Note Trustee                             4
                    Good Discharge to Issuer Trustee                           4
                    Notice of change of the Note Trustee                       4

               4    Payments                                                   5

                    Payments of amounts due                                    5
                    Payments by Paying Agents                                  5
                    Notification                                               5
                    Paying Agents to Record, Notify Payments and
                      Deliver Surrendered Notes                                6
                    Make payments                                              6
                    Non-Payment                                                6
                    Full amount not received                                   6
                    Interest on overdue amounts                                7
                    Reimburse other Agents                                     7
                    Late payment                                               7
                    Partial payments                                           7
                    Deductions                                                 8
                    Unpaid money                                               8
                    No Set-off                                                 8
                    Currency Swaps                                             8

               5    Exchange of [Class/Classes of Book Entry US Notes]         8

                    Exchange for [Class/Classes of Definitive US Notes]        8
                    Notification                                               9
                    Outstanding amount                                         9

               6    Redemption                                                 9

                    Part Redemption of Notes on Payment Dates                  9
                    Early Redemption                                           9

               7    General note registrar and paying agent matters           10

                    Notices to [Noteholders of Class/Classes of US Notes]     10
                    Copies of Documents for inspection                        11
                    Notice of any Withholding or Deduction                    11

               8    Copies of documents available for inspection              11


               9    Documents and forms                                       11

                    Principal Paying Agent                                    11
                    Notes, etc held by Paying Agents                          12

<PAGE>

                                                                            (ii)
--------------------------------------------------------------------------------
               10   Receipt of notices and voting                             12

                    Copy notices to Issuer Trustee                            12
                    Voting                                                    12

               11   Duties of Calculation Agent                               13

                    Appointment                                               13
                    Quotations                                                13
                    Notice                                                    13
                    Calculations                                              13
                    Failure to calculate                                      13

               12   Duties of the [Registrar of the Class/Classes of
                      US Notes]                                               14

                    [Register of the Class/Classes of US Notes] to be kept    14
                    Transfer or Exchange of [Class/Classes of US Notes]       14
                    Replacement of Lost or Mutilated [Class/Classes of
                      US Notes]                                               15
                    Obligations upon Transfer, Exchange or Replacement of
                      [Class/Classes of US Notes]                             15
                    No Charge for Transfer or Exchange                        16
                    Restricted Period                                         16
                    Cancellation of [Class/Classes of US Notes]               16
                    Provision of Information and Inspection of Register       17
                    Correctness of Register and Information                   17
                    Non-recognition of Equitable Interests                    17
                    Rectification of [Register of the Class/Classes of
                      US Notes]                                               18

               13   Relationship                                              18

                    No other obligation                                       18
                    Instructions                                              18
                    No instructions                                           18
                    Agent of the Issuer Trustee                               19
                    Issuer Trustee not responsible for Agents                 19
                    Reliance                                                  19
                    Agent may employ                                          19
                    Applicable laws                                           19
                    Accept deposits etc                                       19
                    Dealing with money                                        20
                    Income Tax Returns                                        20
                    Holders of Notes                                          20
                    Note or document believed to be genuine                   21
                    Agents as holders of Notes                                21
                    Communication between the Parties                         21
                    Termination                                               21
                    Publication                                               22
                    Termination of appointment                                22
                    New Agents                                                22
                    Merger                                                    23
                    Notice to [Noteholder of Class/Classes of US Note]        23
                    Change of specified office                                23

               14   Stamp duties and indemnities                              24

                    Stamp duties                                              24
                    Indemnity by Issuer Trustee                               24
<PAGE>

                                                                           (iii)
--------------------------------------------------------------------------------
                    Indemnity by Agents                                       24

               15   Commissions and Expenses                                  24

                    Principal Paying Agent                                    24
                    Other Agents                                              25

               16   Issuer Trustee's limitation of liability                  25


               17   Notices                                                   25

                    Form                                                      25
                    Initial addresses                                         25
                    Time effective                                            25
                    Receipt                                                   25

               18   Miscellaneous                                             26

                    Certificate                                               26
                    Exercise of rights                                        26
                    Waiver and variation                                      26
                    Supervening legislation                                   27
                    Approvals and consent                                     27
                    Remedies cumulative                                       27
                    Indemnities                                               27
                    Time of the essence                                       27
                    Receipts                                                  27
                    Acknowledgment                                            27
                    Disclosure of information                                 28
                    Rights cumulative                                         28
                    Signatures                                                28
                    Limitation of Note Trustee's Liability                    28

               19   Amendment                                                 28


               20   Governing law and submission to jurisdiction              28

                    Governing Law                                             28
                    Submission to jurisdiction                                29
                    Service                                                   29

               21   Counterparts                                              29


               Schedule          Initial Contact Details                      30