Exhibit 4.2

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                    National RMBS Trusts
                    Definitions Schedule

Date:               [          ]

Parties:            THE COMPANIES DESCRIBED IN SCHEDULE 1


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

                    Acceptance Date has:

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

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

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

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

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

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

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

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


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

                    Aggregate Remaining Balance means, in relation to a
                    Collection Period, the aggregate of the Outstanding
                    Principal Balances of all the Housing Loans comprising
                    part of the Purchased Mortgage Loans calculated as at the
                    close of business on the last day of that Collection
                    Period.

                    Approved Corporation means:

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

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

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

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

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

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

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

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

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

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

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

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

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                    Austraclear means the system operated by Austraclear
                    Limited (ABN 94 002 060 773) for holding certain
                    Australian dollar securities and the electronic recording
                    and settling of transactions in those securities between
                    members of that system in accordance with the Regulations
                    and Operating Manual established by Austraclear Limited
                    (as amended or replaced from time to time) to govern the
                    use of that system and includes, as required, a reference
                    to Austraclear Limited as operator of that system.

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

                    Authorised Investments, with respect to a Trust, means:

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

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

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

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

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

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

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

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

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

                    Bank has the meaning given to the expression "Australian
                    bank" in the Corporations Act.

                    Bearer Notes means Book-Entry Notes or Definitive Notes.

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

                    Block Voting Instruction means a dated document in the
                    English language issued by a Principal Paying Agent or a
                    Paying Agent in which:

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

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

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

                    (b)  it is certified that each depositor of such Bearer
                         Notes or a duly authorised agent on his or its behalf
                         has instructed the Principal Paying Agent or such
                         Paying Agent that the vote(s) attributable to his or
                         its Bearer Notes so deposited should be cast in a
                         particular way in relation to the resolution or
                         resolutions to be put to that meeting or any
                         adjournment of that meeting and that

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                         all such instructions are, during the period of 48
                         hours prior to the time for which that meeting or
                         adjourned meeting is convened, neither revocable nor
                         subject to amendment;

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

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

                    Book-Entry Note means a book-entry note issued under the
                    DTC's or other clearing agencies' global book-entry
                    system.

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

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

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

                    Cash includes Cheques and the electronic transfer of
                    funds.

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

                    Cheque means a cheque, bank cheque or payment order.

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

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

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

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

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

                    Code of Banking Practice means the code so entitled
                    adopted by the Seller and issued by the Australian Bankers
                    Association in November 1993.

                    Collateral Security means, in respect of a Housing Loan:

                    (a)  any:

                         (i) Encumbrance; or

                         (ii) guarantee, indemnity or other assurance,

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

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

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

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

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

                    Collection Period means, in respect of a Trust, the period
                    defined in the Supplemental Deed for that Trust.

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

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

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

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                    Consumer Credit Code means, as applicable, the Consumer
                    Credit Code set out in the Appendix to the Consumer Credit
                    (Queensland) Act 1994 as in force or applied as a law of
                    any jurisdiction of Australia or the provisions of the
                    Consumer Credit Code set out in the Appendix to the
                    Consumer Credit (Western Australia) Act 1996 or the
                    provisions of the Consumer Credit Code set out in the
                    Appendix to the Consumer Credit Code (Tasmania) Act 1996.

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

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

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

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

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

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

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

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

                    Credit Acts means:

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

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

                    (c)  the Consumer Credit Code; and

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


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

                    Cut-Off Date means in respect of:

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

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

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

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

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

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

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

                    Depositor means [          ].

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

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                    Derivative Contract means any interest rate swap, currency
                    swap, forward rate agreement, cap, collar, floor or other
                    rate or price protection transaction or agreement, any
                    option with respect to any such transaction or agreement,
                    or any combination of such transactions and agreements or
                    similar arrangements entered into by the Issuer Trustee in
                    connection with:

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

                    (b)  any Asset of a Trust.

                    Determination Date means, in respect of a Trust, the date
                    specified in the Supplemental Deed for that Trust.

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

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

                    Document Custody Audit Report has the meaning given to it
                    in clause 4.5 of the Servicing Agreement.

                    Dollars, A$ and $ means the lawful currency for the time
                    being of Australia.

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

                    DTC Letter of Representations means the DTC Letter of
                    Representations in respect of a Trust.

                    Eligible Bank means a bank that has a rating equivalent to
                    or higher than:

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

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

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

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

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

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

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

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

                    Event of Default has, in respect of a Trust, the meaning
                    given to it in the Deed of Charge referable to that Trust.

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

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

                    Extraordinary Resolution means:

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

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

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

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

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

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

                    Face Value means, at any time:

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

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

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                    Final Maturity Date means, in respect of a Note of a
                    Trust, the date specified as such in the Supplemental Deed
                    for that Trust.

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

                    Fitch means Fitch Australia Pty Limited.

                    Global Trust Manager means, in respect of a Trust,
                    National Global MBS Manager Pty Ltd (ABN 36 102 668 226),
                    or any other person acting as the manager of the Trust,
                    and includes the Issuer Trustee when acting as the manager.

                    Global Trust Manager's Default means:

                    (a)  the Global Trust Manager fails:

                        (i)   to make any payment required by it;

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

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

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

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

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

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

                    (d)  a representation, warranty or statement by or on
                         behalf of the Global Trust Manager in a Transaction
                         Document or a document provided under or in
                         connection with a Transaction Document is not true in
                         a material respect or is misleading when
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                         repeated and is not remedied to the Issuer Trustee's
                         reasonable satisfaction within 90 days after notice
                         from the Issuer Trustee where, as determined by the
                         Issuer Trustee, it has an Adverse Effect.

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

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

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

                    Housing Loan means:

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

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

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

                    Initial Sale Agreement means any agreement so entitled
                    between the Seller and the Depositor.

                    Insolvency Event means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    Issue Date, in respect of a Note, means the date of issue
                    of the Note.

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

                    Issue Price means, in respect of a Note, the subscription
                    price for the Note.

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

                    Issuer Trustee Default means:

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

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

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

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

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

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

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

                    Land means:

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

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

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

                    Liabilities means in respect of a Trust, all liabilities
                    of a Trust (including liabilities accrued but not yet paid
                    and fees and expenses payable in accordance with clause 26
                    of the Master Trust Deed and the relevant Supplemental
                    Deed) and any provision which the Global Trust


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                    Manager decides in consultation with the Auditor should be
                    taken into account in determining the liabilities of the
                    Trust.

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

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

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

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

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

                    (b)  any other agreement,

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

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

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

                    Master Security Trust Deed means the deed entitled
                    "National RMBS Trusts Master Security Trust Deed" dated on
                    or about the date of this deed between the Issuer Trustee,
                    the Security Trustee, the Global Trust Manager and the
                    Note Trustee (as amended from time to time). In
                    Transaction Documents other than the Master Security Trust
                    Deed and any Deed of Charge, a reference to the Master
                    Security Trust Deed is a reference to the Master Security
                    Trust Deed as varied or amended by the Deed of Charge in
                    respect of the relevant Trust and incorporating any
                    additional provisions contained in the relevant Deed of
                    Charge.

                    Master Trust Deed means the deed entitled "National RMBS
                    Trusts Master Trust Deed" dated on or about the date of
                    this deed between the Global Trust Manager and the Issuer
                    Trustee (as amended from time to time). In Transaction
                    Documents other than the Master Trust Deed and
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                                                                              17
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                    any Supplemental Deed, a reference to the Master Trust
                    Deed is a reference to the Master Trust Deed as varied or
                    amended by the Supplemental Deed in respect of the
                    relevant Trust and incorporating any additional provisions
                    contained in the relevant Supplemental Deed.

                    Material Adverse Effect means:

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

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

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

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

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

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

                    Moody's means Moody's Investors Service Inc.

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

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

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

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

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

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

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

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

                    Mortgage Title Documents means with respect to any Housing
                    Loan:

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

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

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

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

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

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

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

                    (h)  all other documents required to evidence:

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

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                                                                              19
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                        (ii)  in respect of an Secondary Sale Agreement, the
                              Seller's or the Issuer Trustee's interest in the
                              above Land, the above Housing Loan, the above
                              Mortgage, or the above Collateral Securities,

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

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

                    Net Asset Value means the value of the Net Assets of a
                    Trust.

                    Net Assets means the Assets of a Trust less its
                    Liabilities.

                    Net Trust Income means the amount calculated under clause
                    21.2 of the Master Trust Deed with respect to a Trust for
                    a Financial Year.

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

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

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

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

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

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

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

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                    Note Trust Fund means, in respect of a Trust:

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

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

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

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

                    (a)  Registered Notes; or

                    (b)  Bearer Notes,

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

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

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

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

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

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

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

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                                                                              21
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                    (a)  the amount, timing, place, currency or manner of
                         payment of principal or interest in respect of the
                         Notes including, without limitation, any modification
                         to the Stated Amount, Invested Amount, interest rate
                         or maturity date of the Notes, any relevant
                         Conditions or any provisions which specify the order
                         of application of the cashflows of that Trust
                         (whether before or after the occurrence of an Event
                         of Default) or which would impair the rights of
                         Noteholders to institute suit for enforcement of such
                         payment on or after the due date for such payment;

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

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

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

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

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

                    Privacy Act means the Privacy Act 1988 (Commonwealth).

                    Property Insurance means insurance over the improvements
                    on the Land:

                    (a)  against fire and other usual risks;

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

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

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

                    Purchase Price has the meaning:

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

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

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                                                                              22
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                    (c)  in respect of any other matter, the meaning (if any)
                         given to it in the relevant Supplemental Deed.

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

                    Qualifying Debtor means a Debtor which:

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

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

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

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

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

                    Receivables Transfer Direction means the document so
                    entitled, in the form of Schedule 2 of the Master Trust
                    Deed, issued to the Issuer Trustee in accordance with
                    clause 5.2 of the Master Trust Deed.

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

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

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

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

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

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                                                                              23
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                    Register means in respect of Registered Notes issued in
                    respect of a Trust, the register of Registered Noteholders
                    maintained by the Issuer Trustee in accordance with the
                    Master Trust Deed and the relevant Supplemental Deed.

                    Registered Noteholder means the holder of a Registered
                    Note.

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

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

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

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

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

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

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

                    Required Credit Rating has, in respect of a Trust, the
                    meaning set out in the relevant Supplemental Deed.

                    Residual Capital Unit means, in respect of a Trust, the
                    unit or units identified as such in the Supplemental Deed
                    for that Trust.

                    Residual Capital Unitholder means, in respect of a Trust,
                    the residual capital beneficiary or residual capital
                    beneficiaries of that trust.

                    Residual Income Unit means, in respect of a Trust, the
                    unit or units identified as such in the Supplemental Deed
                    for that Trust.

                    Residual Income Unitholder means, in respect of a Trust,
                    the residual income beneficiary or residual income
                    beneficiaries of that trust.

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                                                                              24
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                    Resolution means:

                    (a)  a resolution passed at a meeting:

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

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

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

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

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

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

                    Secondary Sale Agreement means any agreement so entitled
                    between the Depositor and the Issuer Trustee in respect of
                    a Trust.

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

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

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

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

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                    Security Provider means the provider of a Collateral
                    Security or Mortgage.

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

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

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

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

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

                    Seller Trust Assets means the assets from time to time of
                    a Seller Trust.

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

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

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

                    Servicer Termination Event means an event as described in
                    clause 3.1 of the Servicing Agreement.

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

                    Servicing Agreement means the agreement entitled "National
                    RMBS Trusts Servicing Agreement" dated on or about the
                    date of this deed between the Global Trust Manager, the
                    Issuer Trustee and the Servicer (as amended from time to
                    time).

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                                                                              26
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                    Servicing Procedures means the operational and servicing
                    procedures and policies adopted by the Servicer in
                    accordance with its credit and risk policy (as amended
                    from time to time).

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

                    Specified Office in relation to:

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

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

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

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

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

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

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

                    Support Facility means, in respect of a Trust:

                    (a)  any security, support, right or benefit in support of
                         or in substitution for an Asset, or the income or
                         benefit arising from

<PAGE>

                                                                              27
--------------------------------------------------------------------------------
                         them, or for the financial management or credit
                         enhancement of the assets and liabilities of the Trust;

                    (b)  any Redraw Facility;

                    (c)  any Liquidity Facility;

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

                    (e)  any Mortgage Insurance Policy.

                    Support Facility Provider means a person who provides a
                    Support Facility.

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

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

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

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

                    Title Perfection Event means in respect of a Trust:

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

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

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

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

<PAGE>

                                                                              28
--------------------------------------------------------------------------------
                    (e)  if the Seller is a Counterparty under a basis swap
                         agreement and/or a fixed swap agreement which is a
                         Derivative Contract in respect of the Trust, the
                         Seller fails to make any payment due under that
                         Derivative Contract and such failure:

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                              29
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                    Trust Fund means in respect of a Trust, all assets and
                    amounts held by the Issuer Trustee under the Master Trust
                    Deed in respect of that Trust together with any other
                    property and benefits which the Issuer Trustee receives,
                    has vested in it or otherwise acquires to hold on the
                    terms of the Master Trust Deed in respect of that Trust.

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

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

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

                    Unpaid Balance means, on any date in respect of a Housing
                    Loan, the sum of:

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

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

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

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

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

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

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

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

<PAGE>

                                                                              30
--------------------------------------------------------------------------------
                    (b)  that the bearer of such certificate is entitled to
                         attend and vote at that meeting or any adjournment of
                         that meeting in respect of the Bearer Notes
                         represented by such certificate.

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

                    Voting Secured Creditor means, in respect of a Trust:

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

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

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

                    (b)  otherwise:

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

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

                    Written Resolution means a written resolution signed by
                    all Voting Secured Creditors.

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

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

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

<PAGE>

                                                                              31
--------------------------------------------------------------------------------
                    (c)  the singular includes the plural and vice versa;

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

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

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

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

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

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

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

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

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

                    (m)  the Issuer Trustee, the Security Trustee, the Note
                         Trustee or the Global Trust Manager (as the case may
                         be) will only be considered to have knowledge or
                         awareness of, or notice of, a thing, or grounds to
                         believe any thing, by virtue of the officers of the
                         Issuer Trustee or the Security Trustee or the Note
                         Trustee or the Global Trust Manager (solely in their
                         capacity as officers of the Issuer Trustee, the
                         Security Trustee, the Note Trustee or the Global
                         Trust Manager, as the case may be) having day to day
                         responsibility for the administration of the Trust,
                         for the administration of the Security Trust or for
                         the management of the Note Trust or the Trust (as the
                         case may be) having actual knowledge, actual
                         awareness or actual notice of that thing, or

<PAGE>

                                                                              32
--------------------------------------------------------------------------------
                         grounds or reason to believe that thing (and similar
                         references will be interpreted in this way). In
                         addition, notice, knowledge or awareness of an Event
                         of Default or any other type of default means notice,
                         knowledge or awareness of the occurrence of the
                         events or circumstances constituting an Event of
                         Default or default (as the case may be) and that
                         those events or circumstances do constitute an Event
                         of Default or default (as the case may be);

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

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

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

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

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

                    (s)  each party to a Transaction Document may exercise a
                         right, power or remedy at its discretion, and
                         separately or concurrently with another right, power
                         or remedy. A single or partial exercise of a right,
                         power or remedy by a party does not prevent a further
                         or other exercise of that or an exercise of any other
                         right, power or remedy. Failure by a party to
                         exercise or delay in exercising a right, power or
                         remedy does not prevent its exercise;

                    (t)  any present or future legislation which operates to
                         vary the obligations of the Issuer Trustee in
                         connection with a Transaction Document with the
                         result that the Note Trustee's or Agent's rights,
                         powers or remedies are adversely affected (including,
                         without limitation, by way of delay or postponement)
                         is excluded except to the extent that its exclusion
                         is prohibited or rendered ineffective by law;

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

<PAGE>

                                                                              33
--------------------------------------------------------------------------------
                         powers or remedies provided by law independently of a
                         Transaction Document;

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

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

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

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

Issuer Trustee's capacity
               1.5  In each Transaction Document, except where provided to the
                    contrary:

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

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

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

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

<PAGE>

                                                                              34
--------------------------------------------------------------------------------
Claims against Issuer Trustee
               2.2  In relation to any Trust, no person (including without
                    limitation any Unitholder or Secured Creditor) other than
                    the Issuer Trustee may sue the Issuer Trustee in any
                    capacity other than as trustee of the Trust, including
                    seeking the appointment of a receiver (except in relation
                    to the Assets of the Trust), or a liquidator, an
                    administrator or any similar person to the Issuer Trustee
                    or prove in any liquidation, administration or
                    arrangements of or affecting the Issuer Trustee (except in
                    relation to the Assets of the Trust).

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

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

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

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

EXECUTED as a deed.

<PAGE>

                                                                              35
--------------------------------------------------------------------------------
1    Schedule 1
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
------------------------------ --------------------------- ---------------------------- ---------------------------
        Company Name                ABN/ARBN Number         Registered Office Address           Definition
------------------------------ --------------------------- ---------------------------- ---------------------------
<S>                            <C>                         <C>                          <C>
Perpetual Trustee Company      ABN 42 000 001 007          Level 7, 39 Hunter Street,   ("Issuer Trustee")
Limited                                                    Sydney
------------------------------ --------------------------- ---------------------------- ---------------------------
National Global MBS Manager    ABN 36 102 668 226          Level 24, 500 Bourke         ("Global Trust Manager")
Pty Ltd                                                    Street, Melbourne Victoria
                                                           3000
------------------------------ --------------------------- ---------------------------- ---------------------------
P.T. Limited                   ABN 67 004 454 666          Level 7, 39 Hunter Street,   ("Security Trustee")
                                                           Sydney
------------------------------ --------------------------- ---------------------------- ---------------------------
The Bank of New York, New      N/A                         101 Barclay Street, 21W,     ("Note Trustee")
York Branch                                                New York, New York 10268
------------------------------ --------------------------- ---------------------------- ---------------------------
The Bank of New York, New      N/A                         101 Barclay Street, 21W,     ("Note Registrar")
York Branch                                                New York, New York 10268
------------------------------ --------------------------- ---------------------------- ---------------------------
The Bank of New York, New      N/A                         101 Barclay Street, 21W,     ("Principal Paying Agent"
York Branch                                                New York, New York 10268     and "Calculation Agent")
------------------------------ --------------------------- ---------------------------- ---------------------------
The Bank of New York, London   N/A                         48th Floor, One Canada       (a "Paying Agent")
Branch                                                     Square, London
------------------------------ --------------------------- ---------------------------- ---------------------------
National Australia Bank        ABN 12 004 044 937          Level 24, 500 Bourke         ("Seller")
Limited                                                    Street, Melbourne,
                                                           Victoria, 3000
------------------------------ --------------------------- ---------------------------- ---------------------------
[          ]                   [          ]                [          ]                 ("Depositor")
------------------------------ --------------------------- ---------------------------- ---------------------------
National Australia Bank        ABN 12 004 044 937          Level 24, 500 Bourke         ("Servicer")
Limited                                                    Street, Melbourne,
                                                           Victoria, 3000
------------------------------ --------------------------- ---------------------------- ---------------------------
National Australia Managers    ABN 70 006 437 565          Level 24, 500 Bourke         ("Bond Administrator")
Limited                                                    Street, Melbourne,
                                                           Victoria, 3000
------------------------------ --------------------------- ---------------------------- ---------------------------
[          ]                   N/A                         [          ]                 ("[          ] Paying
                                                                                        Agent")
------------------------------ --------------------------- ---------------------------- ---------------------------
</TABLE>



<PAGE>

                                                                              36
--------------------------------------------------------------------------------
Execution page
--------------------------------------------------------------------------------
ISSUER TRUSTEE

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




GLOBAL TRUST MANAGER

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




<PAGE>


                                                                              37
--------------------------------------------------------------------------------
SECURITY TRUSTEE

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



NOTE TRUSTEE

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




<PAGE>


                                                                              38
--------------------------------------------------------------------------------
SIGNED, SEALED AND DELIVERED       )
by                                 )
as attorney for NATIONAL           )
AUSTRALIA MANAGERS LIMITED         )
under power of attorney dated      )
                                   )
in the presence of:                )
                                   )
..................................  )
Signature of witness               )
                                   )
..................................  )
Name of witness (block letters)    )
                                   )
..................................  )   .........................................
Address of witness                 )   By executing this deed the attorney
                                   )   states that the attorney has received no
..................................  )   notice of revocation of the power of
Occupation of witness              )   attorney



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



<PAGE>


                                                                              39
--------------------------------------------------------------------------------
NOTE REGISTRAR

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






PRINCIPAL PAYING AGENT AND CALCULATION AGENT

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





<PAGE>


                                                                              40
--------------------------------------------------------------------------------
AGENT BANK

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






PAYING AGENT


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



<PAGE>


                                                                              41
--------------------------------------------------------------------------------
SELLER

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




DEPOSITOR

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




<PAGE>


                                                                              42
--------------------------------------------------------------------------------
SERVICER

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



<PAGE>



              -------------------------------------------------
                               Dated [          ]


                             National RMBS Trusts

                                 Consolidated
                             Definitions Schedule


                      The Companies described in Schedule
                                      1


























                           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: CD3:SRF