Exhibit 10.2

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                              National RMBS Trust 200[ ]-[ ]
                              Liquidity Facility Agreement

Date:                         [               ]

Parties:                      [NAME AND ABN NUMBER OF ISSUER TRUSTEE] (ABN )
                              in its capacity as trustee of the Trust and
                              having its registered office at [address of
                              Issuer Trustee] ("Issuer Trustee")
                              NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102
                              668 226) having an office at Level 24, 500
                              Bourke Street, Melbourne VIC 3000, Australia
                              ("Global Trust Manager")
                              [NAME AND ABN OF LIQUIDITY FACILITY PROVIDER]
                              having its registered office at [address of
                              Liquidity Facility Provider] ("Liquidity
                              Facility Provider").


1        Interpretation
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          1.1       The following words have these meanings in this agreement
                    unless the contrary intention appears.

                    Available Liquidity Amount means on any Determination Date
                    an amount equal to:

                    (a)       the Liquidity Limit on that Determination Date;
                              less

                    (b)       the Liquidity Principal Outstanding on that
                              Determination Date.

                    Availability Period means the period commencing on the
                    Closing Date and ending on the Liquidity Facility
                    Termination Date.

                    Changed Costs Event means:

                    (a)       the introduction or commencement after the date
                              of this agreement of, or any change in, or in
                              the interpretation, application or
                              administration of the compliance by, or a change
                              in the method of compliance by, the Liquidity
                              Facility Provider with any law or regulation;

                    (b)       the incurrence of any new Taxes (other than a
                              Tax on the overall net income of the Liquidity
                              Facility Provider); or

                    (c)       the imposition by any regulatory authority in
                              respect of the Liquidity Facility Provider of
                              any new, or change in the imposition of any (as
                              at the date of this agreement) reserve
                              requirement, statutory reserve deposit, special
                              deposit, capital adequacy ratio, equity ratio,
                              liquidity ratio, liabilities ratio or other
                              similar requirement,

                    whether such event results in an increase or a decrease in
                    the relevant amount or cost referred to in clause 10.1.

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                    Definitions Schedule means the deed entitled "National
                    RMBS Trusts Definitions Schedule" dated [ ] between the
                    parties named in Schedule 1 to that deed (as amended from
                    time to time).

                    Drawdown Date means the date on which a drawing is or is
                    to be made under the Liquidity Facility, which date must
                    be a Payment Date in respect of the Trust.

                    Drawdown Notice means a notice given in accordance with
                    clause 4.1.

                    Liquidity Drawing means a drawing made under clause 2.4 of
                    this agreement.

                    Liquidity Event of Default has the meaning given to it in
                    clause 15.1.

                    Liquidity Facility means the facility granted pursuant to
                    this agreement.

                    Liquidity Facility Provider Termination Date means the
                    date determined under clause 23.3.

                    Liquidity Facility Termination Date means the earliest of:

                    (a)       the date which is one month after the date upon
                              which all Notes have been fully and finally
                              redeemed in full in accordance with the
                              Transaction Documents in respect of the Trust,
                              and the Global Trust Manager has notified the
                              Issuer Trustee that it does not intend that any
                              further Notes will be issued in respect of the
                              Trust;

                    (b)       the date upon which the Liquidity Facility
                              Provider makes a determination under clause 11;

                    (c)       the date upon which the Liquidity Limit is
                              cancelled or reduced to zero under clause 9; and

                    (d)       the date upon which the Liquidity Facility
                              Provider terminates the Liquidity Facility under
                              clause 15.2.

                    Liquidity Interest Period means each period determined in
                    accordance with clause 5.

                    Liquidity Interest Rate means, in respect of a Liquidity
                    Drawing, the interest rate calculated in accordance with
                    clause 6.2.

                    Liquidity Limit means, at any time, the lesser of:

                    (a)       [ ]% of the Total Invested Amount of all Notes
                              as at the previous Determination Date;

                    (b)       the Performing Mortgage Loans Amount on the last
                              day of the previous Collection Period; and

                    (c)       the amount (if any) to which the Liquidity Limit
                              has been reduced at that time in accordance with
                              clause 9.2.

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                    Liquidity Principal Outstanding means, on a Determination
                    Date, an amount equal to:

                    (a)       the aggregate of all Liquidity Drawings
                              previously made or to be made on the immediately
                              following Payment Date; less

                    (b)       any repayments or prepayments of all such
                              Liquidity Drawings made by the Issuer Trustee on
                              or before the immediately following Payment
                              Date.

                    Liquidity Shortfall has the meaning given to that term in
                    the relevant Supplemental Deed.

                    Performing Mortgage Loans Amount means, at any time, the
                    aggregate of:

                    (a)       the Outstanding Principal Balance of all Housing
                              Loans which comprise part of the Purchased
                              Mortgage Loans in respect of which no payment
                              due from the Debtor has been in arrears for a
                              period of more than 90 consecutive days; and

                    (b)       the Outstanding Principal Balance of all Housing
                              Loans which comprise part of the Purchased
                              Mortgage Loans in respect of which a payment
                              from the Debtor has been in arrears for a period
                              of more than 90 consecutive days and in respect
                              of which a valid claim is available under a
                              Mortgage Insurance Policy.

                    Required Liquidity Rating means the short term rating (if
                    any) of: [insert applicable short term ratings for
                    applicable ratings agencies]

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

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

Other definitions
          1.2       Unless otherwise defined in this agreement, words and
                    phrases defined in the Definitions Schedule or the
                    Supplemental Deed have the same meaning in this agreement,
                    with references to "this deed" being construed as
                    references to "this agreement". In the event of an
                    inconsistency between a definition in the Definitions
                    Schedule or the Supplemental Deed and this agreement, the
                    definition in this agreement prevails. In the event of an
                    inconsistency between a definition in the Definitions
                    Schedule and the Supplemental Deed, the definition in the
                    Supplemental Deed prevails.

Interpretation
          1.3       Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are deemed to be incorporated in this agreement as if they
                    were set out in full in it with each reference to "this
                    deed" being construed as a reference to "this agreement".
                    Any obligation imposed on the Issuer Trustee under this
                    agreement is several only.
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Limitation
          1.4       The rights and obligations of the parties under this
                    agreement relate only to the Trust. The Liquidity Facility
                    Provider has no obligation under this agreement to provide
                    financial accommodation to the Issuer Trustee in respect
                    of any other trust established under the Master Trust
                    Deed.

2        The Liquidity Facility
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Liquidity Facility
          2.1       The Liquidity Facility Provider grants to the Issuer
                    Trustee a loan facility in [Australian dollars] in respect
                    of the Trust in an amount equal to the Liquidity Limit. If
                    the Issuer Trustee wants to use the Liquidity Facility,
                    then it may do so by one or more requests made in
                    accordance with clause 4. Subject to this agreement, the
                    Liquidity Facility Provider agrees to provide financial
                    accommodation requested by the Issuer Trustee under this
                    agreement.

Purpose
          2.2       The Liquidity Facility is only available to be drawn to
                    meet any Liquidity Shortfall in relation to the Trust.

Liquidity Shortfall
          2.3       The Liquidity Limit will be available only if and to the
                    extent that there is a Liquidity Shortfall on any
                    Determination Date.

Global Trust Manager to make drawing
          2.4       If, on any Determination Date during the Availability
                    Period, the Global Trust Manager determines that there is
                    a Liquidity Shortfall on that Determination Date, the
                    Global Trust Manager must arrange, by giving a direction
                    to the Issuer Trustee, for a drawing to be made under the
                    Liquidity Facility on the Payment Date immediately
                    following that Determination Date in accordance with this
                    agreement and equal to the lesser of:

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

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

Limit
          2.5       Despite anything in this agreement, the Liquidity Facility
                    Provider need not provide financial accommodation under
                    this agreement if to do so would result in the Liquidity
                    Principal Outstanding exceeding the Liquidity Limit.

Termination
          2.6       The Liquidity Facility will terminate on the earlier of
                    the Liquidity Facility Termination Date and the Liquidity
                    Facility Provider Termination Date.
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3        Conditions precedent
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First Drawdown Notice

          3.1       The Issuer Trustee must not deliver the first Drawdown
                    Notice until the Issuer Trustee has received written
                    notice from the Liquidity Facility Provider that the
                    Liquidity Facility Provider has received the following in
                    form and substance satisfactory to it:

                    (a)       (power of attorney) a certified copy of the
                              power of attorney under which a person signs and
                              delivers this agreement for the Issuer Trustee
                              and the Global Trust Manager and, if required by
                              the Liquidity Facility Provider, evidence of its
                              stamping and registration;

                    (b)       (Transaction Documents) a certified copy of each
                              Transaction Document executed by each of the
                              parties to the respective document;

                    (c)       (registration of charge) evidence of
                              registration of, or intention to register, the
                              Deed of Charge with the relevant Governmental
                              Agencies; and

                    (d)       (opinions) a legal opinion addressed to the
                              Liquidity Facility Provider from the Issuer
                              Trustee's solicitors in a form and substance
                              satisfactory to the Liquidity Facility Provider.

Liquidity Drawings in respect of a Trust
          3.2       The Liquidity Facility Provider need not make any proposed
                    drawing available unless:

                    (a)       (statements true) it is reasonably satisfied
                              that the statements contained in the Drawdown
                              Notice are true at the date of the Drawdown
                              Notice and at the Drawdown Date;

                    (b)       (no Liquidity Event of Default) no Liquidity
                              Event of Default continues unremedied or would
                              result from the provision of the proposed
                              drawing;

                    (c)       (representations and warranties) the
                              representations and warranties made or deemed to
                              be made by the Issuer Trustee and the Global
                              Trust Manager in this agreement are true and
                              correct as of the date of the Drawdown Notice
                              and the Drawdown Date;

                    (d)       (other security interests) other than in respect
                              of priorities granted by statute, the Liquidity
                              Facility Provider has not received notice from
                              any person that it claims to have a Security
                              Interest ranking in priority to or equal with
                              the Security Interest held for the benefit of
                              the Liquidity Facility Provider in accordance
                              with the Master Security Trust Deed, the Deed of
                              Charge and the Supplemental Deed (other than the
                              Security Interests set out specifically in the
                              Master Security Trust Deed, the Deed of Charge
                              and the Supplemental Deed and ranking in
                              priority to or equal with the Security Interest
                              held for the benefit of the Liquidity Facility
                              Provider);
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                    (e)       (Notes) the Notes are still in existence and
                              have not been redeemed or repaid in full; and

                    (f)       (Availability Period) the Availability Period
                              has not expired.

Certification
          3.3       Anything required to be certified under clause 3.1 must be
                    certified by an Authorised Person of the Issuer Trustee or
                    the Global Trust Manager (as applicable) as being true and
                    complete as at a date no earlier than the date of this
                    agreement.

Benefit of the Liquidity Facility Provider
          3.4       The conditions precedent set out in this clause 3 are for
                    the benefit of the Liquidity Facility Provider and any of
                    them may be waived by the Liquidity Facility Provider in
                    its absolute discretion.

4        Liquidity Drawings
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Use of Liquidity Facility
          4.1       If the Issuer Trustee on the direction of the Global Trust
                    Manager wants to use the Liquidity Facility to make a
                    Liquidity Drawing, it must do so only in accordance with
                    clause 2.4 and it must give a notice to the Liquidity
                    Facility Provider meeting the requirements of clause 4.3
                    ("Drawdown Notice").

Timing

          4.2       Each Liquidity Drawing must be drawn down on a Payment
                    Date in respect of the Trust. Each Liquidity Drawing must
                    be credited to the Collections Account and applied only in
                    accordance with clause 14 of the Supplemental Deed.

Form of notice
          4.3       A Drawdown Notice given under clause 4.1 must:

                    (a)       be in or substantially in the form of Schedule
                              1;

                    (b)       be signed by an Authorised Person of the Issuer
                              Trustee;

                    (c)       specify the Drawdown Date, which must be a day
                              which complies with clause 4.2;

                    (d)       specify the amount of the proposed Liquidity
                              Drawing and its method of calculation; and

                    (e)       be given no later than [ ] on the day which is 2
                              Business Days prior to the relevant Drawdown
                              Date (or such other period as may be agreed
                              between the Issuer Trustee, the Global Trust
                              Manager and the Liquidity Facility Provider).

Effective
          4.4       A Drawdown Notice is effective on actual receipt in
                    legible form by the Liquidity Facility Provider and is
                    irrevocable.
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Agreement to make Liquidity Drawing
          4.5       Subject to this agreement, the Liquidity Facility Provider
                    agrees to deposit in the Collections Account the amount of
                    any Liquidity Drawing in immediately available funds by [
                    ] Melbourne time on the relevant Payment Date.

5        Liquidity Interest Periods
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Initial interest periods
          5.1       The first Liquidity Interest Period in respect of a
                    Liquidity Drawing commences on (and includes) its Drawdown
                    Date and ends on (but excludes) the next Payment Date.
                    Each subsequent Liquidity Interest Period will commence on
                    (and include) a Payment Date and end on (but exclude) the
                    next Payment Date.

Final interest period
          5.2       A Liquidity Interest Period in respect of a Liquidity
                    Drawing which would otherwise end after the Final
                    Termination Date of the Trust ends on (but excludes) that
                    Final Termination Date.

6        Interest
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Payment of Interest
          6.1       The Issuer Trustee agrees to pay to the Liquidity Facility
                    Provider interest on the daily balance of each Liquidity
                    Drawing from and including its Drawdown Date until the
                    Liquidity Drawing is repaid in full. On each Payment Date,
                    the Issuer Trustee will pay to the Liquidity Facility
                    Provider accrued interest on each Liquidity Drawing. If,
                    on any Payment Date, all amounts due in accordance with
                    this clause 6.1 are not paid in full, on each following
                    Payment Date the Issuer Trustee must pay so much of the
                    amounts as are available for that purpose in accordance
                    with the Supplemental Deed until such amounts are paid in
                    full.

Calculation of Interest
          6.2       Interest is to be calculated for each Liquidity Interest
                    Period. Interest accrues from day to day and is to be
                    calculated on actual days elapsed and a 365 day year.
                    Interest is payable in arrears on each Payment Date in the
                    manner contemplated by clause 6.1. The rate of interest
                    paid to the Liquidity Facility Provider in respect of a
                    Liquidity Interest Period is [Insert provisions re
                    calculation of Liquidity Interest Rate] ("Liquidity
                    Interest Rate").

Interest on overdue amounts
          6.3
                    (a)       If any payment by the Issuer Trustee on a
                              Payment Date under clause 6.1 is insufficient to
                              pay the full amount of accrued interest on each
                              Liquidity Drawing and any other interest due and
                              payable under clause 6.3(b) up to the close of
                              the Liquidity Interest Period just ended, such
                              unpaid interest will itself capitalise and bear
                              interest in accordance with clauses 6.1 and 6.2
                              of this agreement.
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                    (b)       The Issuer Trustee agrees to pay interest on any
                              amount payable by it under this agreement
                              (including without limitation on any unpaid
                              interest) from when it becomes due for payment
                              during the period that it remains unpaid.
                              Interest is payable at the rate set out in
                              clause 6.2, as if the amount is a Liquidity
                              Drawing having successive Liquidity Interest
                              Periods calculated in accordance with clause 5.
                              The first Liquidity Interest Period commences on
                              the day when the outstanding amount becomes due
                              for payment and each subsequent Liquidity
                              Interest Period commences on the day when the
                              preceding Liquidity Interest Period expires.

Obligation unaffected
          6.4       The Issuer Trustee's obligation to pay the outstanding
                    amount on the date it becomes due for payment is not
                    affected by clause 6.3.

Interest following judgment or order
          6.5       If a liability under this agreement becomes merged in a
                    judgment or order, then the Issuer Trustee agrees to pay
                    interest to the Liquidity Facility Provider on the amount
                    of that liability as an independent obligation. This
                    interest accrues from the date the liability becomes due
                    for payment both before and after the judgment or order
                    until it is paid, at a rate that is the higher of the rate
                    payable under the judgment or order and the rate referred
                    to in clause 6.3(b).

7        Repayment of Liquidity Drawings
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Repayment of Liquidity Drawings
          7.1       Subject to clause 7.3, on each Payment Date, the Issuer
                    Trustee will repay so much of the Liquidity Principal
                    Outstanding under all Liquidity Drawings as there are
                    funds available for this purpose in accordance with clause
                    14 of the Supplemental Deed. If, on any Payment Date, all
                    amounts due in accordance with this clause 7.1 are not
                    paid or repaid in full, on each following Payment Date the
                    Issuer Trustee will pay or repay so much of the amounts as
                    there are funds available for that purpose in accordance
                    with the Supplemental Deed until such amounts are paid or
                    repaid in full.

Re-Drawing
          7.2       Amounts repaid pursuant to clause 7.1 may be redrawn by
                    the Issuer Trustee in accordance with the terms of this
                    agreement.

Repayment on Termination Date
          7.3       Notwithstanding clause 7.1, on or before the Liquidity
                    Facility Termination Date, the Issuer Trustee must repay:

                    (a)       the Liquidity Principal Outstanding;

                    (b)       interest accrued thereon; and

                    (c)       all other money due under this agreement,

                    in each case to the extent that amounts are available for
                    that purpose in accordance with the Master Trust Deed and
                    the Supplemental Deed.
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          7.4       If all amounts due in accordance with clause 7.3 are not
                    paid or repaid in full on the Payment Date immediately
                    following the Liquidity Facility Termination Date, the
                    Issuer Trustee will repay so much of such amounts on
                    succeeding Payment Dates as is available for that purpose
                    in accordance with the Master Trust Deed and the
                    Supplemental Deed until all such amounts are paid or
                    repaid in full.

8        Availability Fee
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          8.1       The Issuer Trustee will pay to the Liquidity Facility
                    Provider an availability fee of [ ]% per annum on the then
                    un-utilised portion of the Liquidity Limit. The fee will
                    be: [insert provisions re calculation and payment of
                    Availability Fee]

          8.2       The availability fee payable under clause 8.1 may be
                    varied from time to time by the Global Trust Manager and
                    the Liquidity Facility Provider (and notified to the
                    Issuer Trustee) provided that the Global Trust Manager
                    notifies each Current Rating Agency of the variation and
                    receives confirmation from each Current Rating Agency that
                    the variation will not have an Adverse Rating Effect.

9        Cancellation or reduction of the Liquidity Facility
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Cancellation
          9.1       The Issuer Trustee may on the direction of the Global
                    Trust Manager cancel the Liquidity Facility by written
                    notice to the Liquidity Facility Provider if each Current
                    Rating Agency has confirmed that the cancellation of the
                    Liquidity Facility will not have an Adverse Rating Effect.

Reduction of Liquidity Limit
          9.2       The Issuer Trustee may on the direction of the Global
                    Trust Manager reduce the Liquidity Limit in whole or in
                    part by written notice to the Liquidity Facility Provider
                    if each Current Rating Agency has confirmed that the
                    reduction of the Liquidity Limit will not have an Adverse
                    Rating Effect.

When notices effective
          9.3       A notice given by the Issuer Trustee pursuant to either
                    clause 9.1 or 9.2 will be effective on the day which is 3
                    Business Days after receipt by the Liquidity Facility
                    Provider (or such other period agreed between the Issuer
                    Trustee, the Global Trust Manager and the Liquidity
                    Facility Provider).

Ratings downgrade
          9.4       If, on a Determination Date during the Availability
                    Period, the Liquidity Facility Provider does not have the
                    Required Liquidity Rating from each Current Rating Agency,
                    the Liquidity Facility Provider must within 30 Business
                    Days or such longer period as may be agreed by each
                    Current Rating Agency:

                    (a)       use its reasonable endeavours to procure another
                              person with the Required Liquidity Rating to
                              assume its obligations under
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                              this agreement, notice of which must be given to
                              each Current Rating Agency; or

                    (b)       take such other steps as are agreed with each
                              Current Rating Agency to ensure that there is no
                              Adverse Rating Effect.

10       Changed costs event
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Determination

          10.1      Subject to clause 19, if, as a result of a Changed Costs
                    Event, the Liquidity Facility Provider determines that:

                    (a)       there is any direct or indirect change in the
                              cost to the Liquidity Facility Provider of
                              providing, agreeing to provide, maintaining its
                              commitment to provide, funding or maintaining
                              financial accommodation under this agreement;

                    (b)       there is any direct or indirect change in any
                              amount received or receivable by the Liquidity
                              Facility Provider in the effective return to the
                              Liquidity Facility Provider in connection with
                              financial accommodation provided or to be
                              provided under this agreement (including,
                              without limitation, the return on the Liquidity
                              Facility Provider's overall capital which could
                              have been achieved but for the occurrence of the
                              Changed Costs Event); or

                    (c)       the Liquidity Facility Provider is required to
                              make a payment or to forgo interest or other
                              return on or calculated by reference to an
                              amount received or receivable under this
                              agreement,

                    then the Issuer Trustee must on the direction of the
                    Global Trust Manager pay (if applicable) to the Liquidity
                    Facility Provider on the next Payment Date the additional
                    amount which the Liquidity Facility Provider certifies is
                    necessary to compensate the Liquidity Facility Provider
                    for the changed cost, reduction, payment or forgone
                    interest or other return.

Indirect cost
          10.2      If the changed cost, reduction, payment or forgone
                    interest or other return is indirect, the Issuer Trustee
                    (if applicable) agrees to pay the Liquidity Facility
                    Provider the proportion of it which the Liquidity Facility
                    Provider determines to be fairly attributable to the
                    financial accommodation made available under this
                    agreement.

Certificate
          10.3      The Liquidity Facility Provider must provide a certificate
                    to the Global Trust Manager setting out details of the
                    relevant Changed Costs Event and the calculations made by
                    the Liquidity Facility Provider to determine the new
                    amount payable under clause 10.1. Any such certificate
                    signed by the Liquidity Facility Provider as to an amount
                    payable by the Issuer Trustee under this clause 10 is
                    conclusive evidence of the amount stated in it in the
                    absence of manifest error. In determining additional
                    amounts payable under this clause 10, the Liquidity
                    Facility Provider may use averaging and attribution
                    methods
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                    commonly used by financiers or any other reasonable
                    averaging or attribution method.

Minimisation
          10.4      If the Liquidity Facility Provider is to receive any
                    additional payment under clause 10.1, the Liquidity
                    Facility Provider must use its best endeavours to make the
                    relevant advances or financial accommodation available by
                    some alternative means (including, without limitation,
                    changing its lending office or making the advances or
                    financial accommodation available through a Related Entity
                    of the Liquidity Facility Provider) which would avoid the
                    necessity for the additional payment or reduce the amount
                    of it. Nothing in this clause 10.4 affects the obligations
                    of the Issuer Trustee under clauses 10.1 and 10.2.

11       Illegality
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          11.1      If as a result of any change in a law, regulation, code of
                    practice or an official directive which has the force of
                    law or compliance with which is in accordance with the
                    practice of responsible bankers in the jurisdiction
                    concerned, or in their interpretation or administration
                    after the date of this agreement, the Liquidity Facility
                    Provider determines that it is or has become apparent that
                    it will become contrary to that official directive,
                    impossible or illegal for the Liquidity Facility Provider
                    to fund, provide or maintain financial accommodation or
                    otherwise observe its obligations under this agreement
                    then the Issuer Trustee, on the immediately following
                    Payment Date, must, to the extent that there are funds
                    available under clause 14 of the Supplemental Deed to do
                    so, prepay so much of the Liquidity Principal Outstanding
                    as the Liquidity Facility Provider specifies to the Issuer
                    Trustee in writing together with accrued interest and
                    other amounts payable by the Issuer Trustee under this
                    agreement. The Liquidity Facility Provider's obligations
                    to the Issuer Trustee under this agreement terminate on
                    the giving of the notice.

          11.2      If, on any Payment Date, all amounts due in accordance
                    with clause 11.1 are not paid or repaid in full, on each
                    following Payment Date the Issuer Trustee will pay or
                    repay so much of the amounts as there are funds available
                    for that purpose on that Payment Date in accordance with
                    the Supplemental Deed until such amounts are paid or
                    repaid in full.

12       Payments and taxes
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Manner of payment
          12.1      The Issuer Trustee agrees to make payments to the
                    Liquidity Facility Provider under this agreement not later
                    than [ ] local time in the place of payment on the due
                    date in immediately available funds to the account of the
                    Liquidity Facility Provider at the bank which the
                    Liquidity Facility Provider designates by prior written
                    notice to the Issuer Trustee. All payments must be made in
                    accordance with the Master Trust Deed and the Supplemental
                    Deed.
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No set off, etc
          12.2      The Issuer Trustee agrees to make payments under this
                    agreement without set-off or counterclaim and free and
                    clear of any withholding or deduction for Taxes unless
                    prohibited by law.

13       Representations and warranties
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General representations and warranties

          13.1      The Issuer Trustee represents and warrants to the
                    Liquidity Facility Provider as follows:

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

                    (b)       (corporate power) it has the corporate power to
                              own its assets and to carry on its business as
                              it is now being conducted and as proposed to be
                              conducted under this agreement and under each of
                              the Transaction Documents to which it is a
                              party;

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

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

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

                    (f)       (no violation) the execution, delivery and
                              performance by it of this agreement and each of
                              the Transaction Documents to which it is a party
                              does not and will not violate in any respect any
                              material provision of:

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

                              (ii)      its constitution; or

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

                              and (except in respect of the Deed of Charge)
                              does not and will not result in:
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                              (iv)      the creation or imposition of any
                                        Encumbrance or restriction of any
                                        nature on any of its assets under the
                                        provision of; or

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

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

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

                    (h)       (creation of Trust) the Trust has been validly
                              created;

                    (i)       (appointment of Issuer Trustee) it has been
                              validly appointed as the trustee of the Trust;

                    (j)       (sole trustee) it is the sole trustee of the
                              Trust;

                    (k)       (trust power) it has power under the Transaction
                              Documents to enter into, perform and comply with
                              its obligations, and to carry out the
                              transactions contemplated by, this agreement;

                    (l)       (no removal) as far as it is aware, there are no
                              proceedings to remove it as trustee of the
                              Trust;

                    (m)       (vesting date) the vesting date has not occurred
                              in respect of the Trust; and

                    (n)       (no Liquidity Event of Default) to its knowledge
                              no Liquidity Event of Default or event which
                              with the giving of notice, lapse of time or
                              other applicable condition would become an Event
                              of Default has occurred which has not been
                              waived or remedied in accordance with this
                              agreement.

          13.2      The Global Trust Manager represents and warrants to the
                    Liquidity Facility Provider as follows:

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

                    (b)       (corporate power) it has the corporate power to
                              own its assets and to carry on its business as
                              it is now being conducted and as proposed to be
                              conducted under this agreement and under each of
                              the Transaction Documents to which it is a
                              party;

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

                    (d)       (all action taken) it has taken all necessary
                              internal corporate action to authorise the
                              execution, delivery and performance of
<PAGE>
                                                                            14
------------------------------------------------------------------------------
                              this agreement and each of the Transaction
                              Documents to which it is a party in accordance
                              with their respective terms and no additional
                              approval or consent of any person is required;

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

                    (f)       (no violation) the execution, delivery and
                              performance by it of this agreement and each of
                              the Transaction Documents to which it is a party
                              does not and will not violate in any respect any
                              material provision of:

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

                              (ii)      its constitution;

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

                    (h)       (no Liquidity Event of Default) to its knowledge
                              no Liquidity Event of Default or event which
                              with the giving of notice, lapse of time or
                              other applicable condition would become a
                              Liquidity Event of Default has occurred which
                              has not been waived or remedied in accordance
                              with this agreement.

Repetition
          13.3      These representations and warranties are taken to be also
                    made on each date upon which a Drawdown Notice is provided
                    and each Payment Date with reference to the facts and
                    circumstances then subsisting, as if made on such day.

14       General undertakings by Issuer Trustee
------------------------------------------------------------------------------

          14.1      The Issuer Trustee undertakes to:

                    (a)       (act as trustee) act continuously as trustee of
                              the Trust in accordance with the Master Trust
                              Deed and the Supplemental Deed until the Trust
                              is terminated or until it has retired or been
                              removed in accordance with the Master Trust
                              Deed;

                    (b)       (take actions) do everything and take all such
                              actions which are necessary (including, without
                              limitation, obtaining all such Authorisations
                              and approvals as are appropriate) to ensure that
                              it is able to exercise all its powers and
                              remedies and perform all its obligations under
                              this agreement and any other arrangements
<PAGE>
                                                                            15
------------------------------------------------------------------------------

                              entered by it pursuant to the Transaction
                              Documents to which it is party;

                    (c)       (Authorisations) ensure that each Authorisation
                              required for it to act as trustee of the Trust
                              and for the business of the Trust to be
                              conducted as now conducted or as contemplated by
                              the Transaction Documents, is obtained and
                              promptly renewed and maintained in full force
                              and effect;

                    (d)       (not amend) not consent to amend or revoke the
                              provisions of the Master Trust Deed (insofar as
                              it affects the Trust) or the Supplemental Deed
                              without the prior written consent of the
                              Liquidity Facility Provider (such consent not to
                              be unreasonably withheld or delayed); and

                    (e)       (Event of Default) notify the Liquidity Facility
                              Provider as soon as practicable after becoming
                              aware of an Event of Default or a Liquidity
                              Event of Default.

          14.2      The Global Trust Manager undertakes to:

                    (a)       (act as manager) act continuously as manager of
                              the Trust in accordance with the Master Trust
                              Deed and the Supplemental Deed until the Trust
                              is terminated or until it has retired or been
                              removed in accordance with the Master Trust
                              Deed;

                    (b)       (take actions) do everything and take all such
                              actions which are necessary (including, without
                              limitation, obtaining all such Authorisations
                              and approvals as are appropriate) to ensure that
                              it is able to exercise all its powers and
                              remedies and perform all its obligations under
                              this agreement and any other arrangements
                              entered by it pursuant to the Transaction
                              Documents to which it is party;

                    (c)       (Authorisations) ensure that each Authorisation
                              required for it to act as manager of the Trust
                              and for the business of the Trust to be
                              conducted as now conducted or as contemplated by
                              the Transaction Documents, is obtained and
                              promptly renewed and maintained in full force
                              and effect;

                    (d)       (not amend) not consent to amend or revoke the
                              provisions of the Master Trust Deed (insofar as
                              it affects the Trust) or the Supplemental Deed
                              without the prior written consent of the
                              Liquidity Facility Provider (such consent not to
                              be unreasonably withheld or delayed); and

                    (e)       (Event of Default) notify the Liquidity Facility
                              Provider as soon as practicable after becoming
                              aware of an Event of Default or a Liquidity
                              Event of Default.
<PAGE>
                                                                            16
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15       Liquidity Events of Default
------------------------------------------------------------------------------
Liquidity Events of Default

          15.1      A Liquidity Event of Default occurs if:

                    (a)       (failure to pay) the Issuer Trustee fails to
                              pay:

                              (i)       any amount owing under this agreement
                                        where funds are available for that
                                        purpose under the Supplemental Deed;
                                        or

                              (ii)      without limiting paragraph (i) above,
                                        any amount due in respect of interest
                                        pursuant to clause 6.1 where funds are
                                        available for that purpose under the
                                        Supplemental Deed,

                              in the manner contemplated by this agreement, in
                              each case within 5 Business Days of the due date
                              for payment of such amount;

                    (b)       (breach of undertaking) the Issuer Trustee
                              alters the priority of payments under the
                              Transaction Documents without the consent of the
                              Liquidity Facility Provider or breaches any of
                              its undertakings under the Transaction Documents
                              which affect its ability to perform its
                              obligations thereunder and that breach has a
                              Material Adverse Effect in respect of the
                              Liquidity Facility Provider;

                    (c)       (Event of Default) an Event of Default occurs in
                              respect of the Supplemental Deed or the Master
                              Security Trust Deed and the Security Trustee
                              (acting on the instructions of the Secured
                              Creditors) appoints a Receiver to the Assets of
                              the Trust or is directed to sell or otherwise
                              realise the Assets of the Trust in accordance
                              with the Master Security Trust Deed and the Deed
                              of Charge; or

                    (d)       (Insolvency Event) an Insolvency Event occurs in
                              respect of the Issuer Trustee in its capacity as
                              trustee of the Trust and the Issuer Trustee is
                              not replaced (by either the Global Trust Manager
                              or a replacement trustee) in accordance with the
                              Master Trust Deed within 30 days of such
                              Insolvency Event.

                              [Insert additional Liquidity Events of Default
                              specific to Series]

Consequences
          15.2      If a Liquidity Event of Default occurs, then the Liquidity
                    Facility Provider may:

                    (a)       declare at any time that the Liquidity Principal
                              Outstanding, interest on the Liquidity Principal
                              Outstanding, and all other amounts actually or
                              contingently payable under this agreement are
                              immediately due and payable; and/or

                    (b)       terminate the Liquidity Facility Provider's
                              obligations in respect of the Liquidity
                              Facility.
<PAGE>
                                                                            17
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                              The Liquidity Facility Provider may do either or
                              both of these things with immediate effect.

16       Notices
------------------------------------------------------------------------------
Notice
          16.1      A notice, approval, consent or other communication in
                    connection with this agreement:

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

                    (b)       must be in writing; and

                    (c)       must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or sent by facsimile to the
                              facsimile number of the addressee, or sent by
                              e-mail to the e-mail address of the addressee
                              specified below (or to such other details as are
                              notified by a party to each other party on or
                              after the date of execution of this agreement):

                             Issuer Trustee:

                             Address:          [          ]
                             Facsimile:         [          ]
                             Attention:         [          ]
                             E-mail:            [          ]

                             Global Trust Manager:

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


                             Liquidity Facility Provider:

                             Address:          [ ]
                             Facsimile:         [        ]
                             Attention:         [          ]
                             E-mail:              [          ]

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

Secured receipt
          16.3      A notice, request, certificate, demand, consent or other
                    communication under this agreement is deemed to have been
                    received:

                    (a)       where delivered in person, upon receipt;
<PAGE>
                                                                            18
------------------------------------------------------------------------------
                    (b)       where sent by post, on the third (or seventh, if
                              outside Australia) day after posting;

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

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

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

17       Security Interests and assignment
------------------------------------------------------------------------------
                    Other than as contemplated by the Transaction Documents,
                    the Issuer Trustee may not, without the consent of the
                    Liquidity Facility Provider, create or allow to exist a
                    Security Interest over, or an interest in, this agreement
                    or assign or otherwise dispose of or deal with its rights
                    under this agreement. The Liquidity Facility Provider at
                    any time may do any of those things.

18       Miscellaneous
------------------------------------------------------------------------------
Certificate
          18.1      A certificate signed by the Liquidity Facility Provider
                    about a matter (including, without limitation, the
                    Interest Rate in respect of a Liquidity Drawing) or about
                    a sum payable to the Liquidity Facility Provider in
                    connection with this agreement is sufficient evidence of
                    the matter or sum stated in the certificate unless the
                    matter or sum is proved to be false.

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

Waiver and variation
          18.3      A provision of, or a right created under, this agreement
                    may not be waived or varied except in writing signed by
                    the party or parties to be bound.
<PAGE>
                                                                            19
------------------------------------------------------------------------------
Supervening legislation
          18.4      Any present or future legislation which operates to vary
                    the obligations of the Issuer Trustee in connection with
                    this agreement with the result that the Liquidity Facility
                    Provider's rights, powers or remedies are adversely
                    affected (including, without limitation, by way of delay
                    or postponement) is excluded except to the extent that its
                    exclusion is prohibited or rendered ineffective by law.

Approvals and consent
          18.5      The Liquidity Facility Provider may give (conditionally or
                    unconditionally) or withhold its approval or consent in
                    its absolute discretion unless this agreement expressly
                    provides otherwise.

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

Indemnities
          18.7      Each indemnity in this agreement is a continuing
                    obligation, separate and independent from the other
                    obligations of the Issuer Trustee and survives termination
                    of this agreement.

                    It is not necessary for the Liquidity Facility Provider to
                    incur expense or make payment before enforcing a right of
                    indemnity conferred by this agreement.

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

Further assurances
          18.9      At the Liquidity Facility Provider's request the Issuer
                    Trustee must, at the expense of the Trust:

                    (a)       execute and use its best endeavours to cause its
                              successors to execute documents and do
                              everything else necessary or appropriate to bind
                              the Issuer Trustee and its successors under this
                              agreement; and

                    (b)       use its best endeavours to cause relevant third
                              parties to do likewise to bind every person
                              intended to be bound under this agreement.

19       Liability of Issuer Trustee and limited recourse
------------------------------------------------------------------------------

                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).
<PAGE>
                                                                            20
------------------------------------------------------------------------------
20       Governing law, jurisdiction and service of process
------------------------------------------------------------------------------
Governing law
          20.1      This agreement is governed by the law in force in the
                    Australian Capital Territory.

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

Address for service
          20.3      Without preventing any other mode of service, any document
                    in an action (including, without limitation, any writ of
                    summons or other originating process or any third or other
                    party notice) may be served on any party by being
                    delivered to or left for that party at its address for
                    service of notices under clause 16.

21       Counterparts
------------------------------------------------------------------------------

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

22       Costs, Charges, Expenses and Indemnities
------------------------------------------------------------------------------

          22.1      The Issuer Trustee will indemnify the Liquidity Facility
                    Provider on each Payment Date following a demand from the
                    Liquidity Facility Provider for:

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

                    (b)       Taxes (excluding any Taxes on the overall net
                              income of the Liquidity Facility Provider) and
                              fees (including, without limitation,
                              registration fees) and fines and penalties in
                              respect of these (except where any such amount
                              is incurred as a result of an act or omission of
                              the Liquidity Facility Provider), which may be
                              payable or determined to be payable in
                              connection with any Transaction Document or a
                              payment or receipt or any other transaction
                              contemplated by any Transaction Document; and

                    (c)       costs, charges and expenses of the Liquidity
                              Facility Provider in connection with any enquiry
                              by any authority involving the Issuer Trustee,
                              any Secured Creditor or any of their Related
                              Entities.
<PAGE>
                                                                            21
------------------------------------------------------------------------------
          22.2      The Issuer Trustee will indemnify the Liquidity Facility
                    Provider against any liability or loss arising from, and
                    any costs, charges and expenses incurred in connection
                    with:

                    (a)       an Event of Default in respect of the Trust or
                              any Liquidity Event of Default;

                    (b)       a proposed Liquidity Drawing not being made
                              available in accordance with the relevant
                              Drawdown Notice for any reason;

                    (c)       any payment required to be made under any
                              Transaction Document not being made on its due
                              date in accordance with that document;

                    (d)       the Liquidity Facility Provider acting in
                              connection with a Transaction Document in good
                              faith on facsimile or telephone instructions
                              purporting to originate from the offices of the
                              Issuer Trustee including, without limitation,
                              liability, loss, costs, charges or expenses on
                              account of funds borrowed, contracted for or
                              used to fund any amount payable under the
                              Transaction Document and including, in each case
                              (but without limitation), legal costs and
                              expenses on a full indemnity basis or solicitor
                              and own client basis, whichever is the higher;
                              or

                    (e)       a breach by the Issuer Trustee of any
                              representation and warranty contained in clause
                              13 of this agreement or of any of its
                              obligations under this agreement.

          22.3      The Issuer Trustee agrees to pay to the Liquidity Facility
                    Provider an amount equal to any liability, loss, cost,
                    charge or expense of the kind referred to in clause 22.2
                    suffered or incurred by any employee, officer, agent or
                    contractor of the Liquidity Facility Provider.

          22.4      The obligation of the Issuer Trustee under this clause
                    shall:

                    (a)       be payable solely to the extent that funds are
                              available for that purpose under the
                              Supplemental Deed; and

                    (b)       survive any termination of this agreement.

          22.5      The indemnities in clauses 22.1, 22.2 and 22.3 do not
                    extend to any liability, loss, cost, charge or expense
                    that is finally and judicially determined to result from
                    any negligence, wilful default or breach of law by the
                    Liquidity Facility Provider.

                    If the Liquidity Facility Provider receives written notice
                    of any act, matter or thing which may give rise to a
                    liability, loss, cost, charge or expense in relation to
                    which the Issuer Trustee would be required to indemnify it
                    under clauses 22.1, 22.2 or 22.3, the Liquidity Facility
                    Provider will notify the Issuer Trustee of that act,
                    matter or thing giving such details as it is practicable
                    to give as soon as it is reasonably practicable and in any
                    event within 5 Business Days of it coming to its
                    attention, provided that failure to do so will not result
                    in any loss or reduction in the indemnity contained in
                    clauses 22.1, 22.2 or 22.3 unless
<PAGE>
                                                                            21
------------------------------------------------------------------------------

                    the Issuer Trustee has been prejudiced in any material
                    respect by such failure.

23       Liquidity Facility Provider Termination Date
------------------------------------------------------------------------------
          23.1      Subject to clause 23.2, the Global Trust Manager may by
                    giving not less than 5 Business Days notice to the
                    Liquidity Facility Provider and the Issuer Trustee,
                    declare a Payment Date as the date upon which:

                    (a)       the Liquidity Facility Provider will be replaced
                              by a substitute Liquidity Facility Provider; and

                    (b)       the Liquidity Facility will terminate.

          23.2      On or before the declaration of the Payment Date by the
                    Global Trust Manager in accordance with clause 23.1, the
                    Global Trust Manager must obtain written confirmation from
                    each Current Rating Agency that the termination of the
                    Liquidity Facility and the appointment of the proposed
                    substitute Liquidity Facility Provider on that Payment
                    Date will not result in an Adverse Rating Effect.

          23.3      The Liquidity Facility Provider Termination Date will be
                    the later of:

                    (a)       the Payment Date declared in accordance with
                              clause 23.1; and

                    (b)       the date upon which the Issuer Trustee has paid
                              or repaid to the Liquidity Facility Provider all
                              Liquidity Drawings outstanding on the Payment
                              Date declared in accordance with clause 23.1
                              together with all accrued but unpaid interest
                              and all other money outstanding under this
                              agreement.

EXECUTED as an agreement.



<PAGE>
                                                                             23
------------------------------------------------------------------------------
Schedule 1                    Drawdown Notice (clause 4)
------------------------------------------------------------------------------

                              To: [name of Liquidity Facility Provider]

                              [Date]

                              Dear Sirs/Madams

                              Liquidity Facility Agreement between [Name of
                              Issuer Trustee], National Global MBS Manager Pty
                              Ltd and [Name of Liquidity Facility Provider]
                              dated [#] ("Liquidity Facility Agreement")

                              The Issuer Trustee gives notice under clause 4.1
                              of the Liquidity Facility Agreement that it
                              wants to use the Liquidity Facility granted in
                              respect of the National RMBS Trust 200[ ]-[ ]1-1
                              ("Trust").

                              The particulars of the Liquidity Drawing
                              required to be given under clause 4.3 of the
                              Liquidity Facility Agreement are as follows:

                              (a)       the proposed Drawdown Date is [ ];

                              (b)       the Liquidity Drawing is to be made in
                                        respect of the Trust;

                              (c)       the amount of the proposed Liquidity
                                        Drawing is $[ ] and its method of
                                        calculation is as follows:

                                        [                   ]; and

                              (d)       the proposed Liquidity Drawing is to
                                        be paid into the Collections Account.

                              A term which has a defined meaning in (or is
                              incorporated in) the Liquidity Facility
                              Agreement has the same meaning as in the
                              Liquidity Facility Agreement when used in this
                              Drawdown Notice.

                              Yours faithfully



                              ..........................................
                              [name of person]
                              being an Authorised Person of
                              [Name of Issuer Trustee]



<PAGE>
                                                                            24
------------------------------------------------------------------------------
Execution page
------------------------------------------------------------------------------

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



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

<PAGE>
                                                                            25
------------------------------------------------------------------------------
SIGNED by [..............................]    )
as attorney for [NAME OF LIQUIDITY FACILITY   )
PROVIDER] under power of attorney dated       )
                                              )
in the presence of:                           )
                                              )
...............................................)
Signature of witness                          )
                                              )
...............................................)
Name of witness (block letters)               )
                                              )
...............................................)  .............................
Address of witness                            )  By executing this agreement
                                              )  the attorney states that the
...........................................    )  attorney has received no
Occupation of witness                         )  notice of revocation of the
                                              )  power of attorney



<PAGE>
------------------------------------------------------------------------------
                                                                             1
------------------------------------------------------------------------------
Contents      National RMBS Trust 200[ ]-[ ]
              Liquidity Facility Agreement
------------------------------------------------------------------------------
              1     Interpretation                                           1


              2     The Liquidity Facility                                   4


              3     Conditions precedent                                     5


              4     Liquidity Drawings                                       6


              5     Liquidity Interest Periods                               7


              6     Interest                                                 7


              7     Repayment of Liquidity Drawings                          8


              8     Availability Fee                                         9


              9     Cancellation or reduction of the Liquidity Facility      9


              10    Changed costs event                                     10


              11    Illegality                                              11


              12    Payments and taxes                                      11


              13    Representations and warranties                          12


              14    General undertakings by Issuer Trustee                  14


              15    Liquidity Events of Default                             16


              16    Notices                                                 17


              17    Security Interests and assignment                       18


              18    Miscellaneous                                           18


              19    Liability of Issuer Trustee and limited recourse        19


              20    Governing law, jurisdiction and service of process      20


              21    Counterparts                                            20


              22    Costs, Charges, Expenses and Indemnities                20


              23    Liquidity Facility Provider Termination Date            22


              Schedule 1     Drawdown Notice (clause 4)                     23



<PAGE>


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

                        National RMBS Trust 200[ ]-[ ]
                         Liquidity Facility Agreement

                           [Name of Issuer Trustee]
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                    [Name of Liquidity Facility Provider]-
                        ("Liquidity Facility Provider")

                           Mallesons Stephen Jaques
                                  Solicitors

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