Exhibit 10.3


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                    National RMBS Trust 2004-1
                    Redraw Facility Agreement

Date:               28 September 2004

Parties:            PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) in
                    its capacity as trustee of the Trust and having an office
                    at Level 7, 9 Castlereagh Street, Sydney, NSW 2000
                    ("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 ("Global Trust Manager")
                    NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 444 937)
                    having its registered office at Level 24, 500 Bourke
                    Street, Melbourne, Victoria, 3000 ("Redraw 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 Redraw Amount means, on a Determination Date, an
                    amount equal to:

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

                    (b)  the Redraw Principal Outstanding on the previous
                         Determination Date.

                    Availability Period means the period commencing on the
                    Closing Date and ending on the Redraw 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 Redraw 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 Redraw Facility
                         Provider); or

                    (c)  the imposition by any regulatory authority in respect
                         of the Redraw 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,



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

                    Definitions Schedule means the deed entitled "National
                    RMBS Trusts Definitions Schedule" dated 3 January 2001
                    between the parties named in schedule 1 to that deed.

                    Drawdown Date means the date on which a drawing is or is
                    to be made under the Redraw 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.

                    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.

                    Redraw Drawing means a drawing made under the Redraw
                    Facility.

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

                    Redraw Facility means the facility granted pursuant to
                    this agreement.

                    Redraw Facility Termination Date means the earliest of:

                    (a)  the Scheduled Termination Date;

                    (b)  the date upon which the Redraw Facility Provider
                         makes a determination under clause 11.1;

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

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

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

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

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



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

                    (a)  A$15 million;

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

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

                    Scheduled Termination Date means the date which is 364
                    days after the date of this agreement or such later date
                    as is specified by the Redraw Facility Provider under
                    clause 2.7.

                    Supplemental Deed means the deed entitled "National RMBS
                    Trust 2004-1 Supplemental Deed" dated on or about the date
                    of this agreement between, amongst others, the Issuer
                    Trustee, the Global Trust Manager and the Security
                    Trustee.

                    Trust means the National RMBS Trust 2004-1.

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 each reference to "this deed" being construed as a
                    reference 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.

Limitation
              1.4   The rights and obligations of the parties under this
                    agreement relate only to the Trust. The Redraw 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 Redraw Facility
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Redraw Facility
              2.1   The Redraw Facility Provider grants to the Issuer Trustee
                    a loan facility in Australian dollars in respect of the
                    Trust in an amount equal to the Redraw Limit. If the
                    Issuer Trustee wants to use the Redraw Facility, then it
                    may do so by one or more requests made in accordance with
                    clause 4. Subject to this agreement, the Redraw Facility
                    Provider agrees to provide financial accommodation
                    requested by the Issuer Trustee under this agreement.



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

Redraw Shortfall
              2.3   The Redraw Limit will be available only if and to the
                    extent that there is a Redraw 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 Redraw Shortfall on that Determination Date, the Global
                    Trust Manager must arrange, by giving a direction to the
                    Issuer Trustee, for a Redraw Drawing to be made under the
                    Redraw Facility on the immediately following Payment Date
                    in accordance with this agreement and equal to the lesser
                    of:

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

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

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

Termination
              2.6   The Redraw Facility will terminate on the earlier of the
                    Redraw Facility Termination Date and the Redraw Facility
                    Provider Termination Date.

Extension
              2.7
                    (a)  Not less than 90 days before the then Scheduled
                         Termination Date, the Global Trust Manager must
                         deliver a notice in writing to the Redraw Facility
                         Provider (with a copy to the Issuer Trustee)
                         requesting the Redraw Facility Provider to extend the
                         Scheduled Termination Date.

                    (b)  Following the receipt by the Redraw Facility Provider
                         of the notice referred to in (a) above, or failing
                         receipt of that notice, the Redraw Facility Provider
                         may, in its absolute discretion, send the Issuer
                         Trustee a notice in writing (copied to the Global
                         Trust Manager) extending the then Scheduled
                         Termination Date to a later date, such date not to be
                         more than 364 days after the date of the notice.


3    Conditions precedent
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First Drawdown Notice
              3.1   The Issuer Trustee must not deliver and the Global Trust
                    Manage must not direct the Issuer Trustee to deliver the
                    first Drawdown Notice until the Issuer Trustee has
                    received written notice from the Redraw Facility



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                    Provider that the Redraw 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 Redraw 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 Redraw
                         Facility Provider from the Global Trust Manager's
                         solicitors in a form and substance satisfactory to
                         the Redraw Facility Provider.

Drawings in respect of a Trust
              3.2   The  Redraw 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 Redraw Event of Default) no Redraw 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
                         Global Trust Manager in any Transaction Document 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 Redraw 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 Redraw 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 Redraw Facility Provider);

                    (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.



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Certification
              3.3   Anything required to be certified under clause 3 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 Redraw Facility Provider
              3.4   The conditions precedent set out in this clause 3 are for
                    the benefit of the Redraw Facility Provider and any of
                    them may be waived by the Redraw Facility Provider in its
                    absolute discretion.


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

Timing
              4.2   Each Redraw Drawing must be drawn down on a Payment Date
                    in respect of the Trust. Each Redraw 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 and the Global Trust Manager;

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

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

                    (e)  be given no later than 4.00pm on the day which is 2
                         Business Days prior to the relevant Payment Date (or
                         such other period as may be agreed between the Issuer
                         Trustee, the Global Trust Manager and the Redraw
                         Facility Provider).

Effective
              4.4   A Drawdown Notice is effective on actual receipt in
                    legible form by the Redraw Facility Provider and is
                    irrevocable.

Agreement to make Redraw Drawing
              4.5   Subject to this agreement, the Redraw Facility Provider
                    agrees to deposit in the Collections Account the amount of
                    any Redraw Drawing



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                    in immediately available funds by 11.30am Melbourne time
                    on the relevant Payment Date.


5    Interest Periods
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Initial interest periods
              5.1   The first Redraw Interest Period in respect of a Redraw
                    Drawing commences on (and includes) its Drawdown Date and
                    ends on (but excludes) the next Payment Date. Each
                    subsequent Redraw 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 Redraw Interest Period in respect of a Redraw 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 Redraw Facility
                    Provider interest on the daily balance of each Redraw
                    Drawing from and including its Drawdown Date until the
                    Redraw Drawing is repaid in full. On each Payment Date,
                    the Issuer Trustee will pay to the Redraw Facility
                    Provider accrued interest on each Redraw 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 Redraw 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 quarterly in arrears on each Payment
                    Date in the manner contemplated by clause 6.1. The rate of
                    interest paid to the Redraw Facility Provider in respect
                    of a Redraw Interest Period is the sum of the Bank Bill
                    Rate on the first day of that Redraw Interest Period
                    (rounded to 3 decimal places) and 0.20% per annum ("Redraw
                    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 Redraw Drawing and
                         any other interest due and payable under clause
                         6.3(b) up to the close of the Redraw 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 Redraw
                         Drawing having successive Redraw Interest Periods
                         calculated in accordance with clause 5. The first
                         Redraw Interest Period commences on the day when the
                         outstanding amount becomes due for payment and each
                         subsequent Redraw Interest Period commences on the
                         day when the preceding Redraw 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 Redraw 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 Redraw Drawings
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Repayment of Redraw Drawings
              7.1   Subject to clause 7.3, on each Payment Date, the Issuer
                    Trustee will repay to the Redraw Facility Provider so much
                    of the Redraw Principal Outstanding as there are funds
                    available for this purpose for that Payment Date in
                    accordance with clause 14 of the Supplemental Deed.

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 Redraw
                    Facility Termination Date, the Issuer Trustee must repay:

                    (a)  the Redraw 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.

              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 Redraw Facility Termination Date, the Issuer
                    Trustee will repay so much of such



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                    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.

              7.5   A Redraw Charge-Off made under clause 14.15 of the
                    Supplemental Deed reduces the amount of the Redraw
                    Principal Outstanding from the date on which the Redraw
                    Charge-Off is made by the amount of the Redraw Charge-Off.


8    Availability Fee
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              8.1   The Issuer Trustee will pay to the Redraw Facility
                    Provider an availability fee of 0.15% per annum on the
                    then un-utilised portion of the Redraw Limit. The fee will
                    be:

                    (a)  calculated and accrue daily from the Closing Date on
                         the basis of a 365 day year; and

                    (b)  paid quarterly in arrears on each Payment Date in
                         accordance with clause 14 of the Supplemental Deed.

              8.2   The availability fee payable under clause 8.1 may be
                    varied from time to time by the Global Trust Manager and
                    the Redraw 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 Redraw Facility
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Cancellation
              9.1
                    (a)  Subject to paragraph (b), the Issuer Trustee may on
                         the direction of the Global Trust Manager cancel the
                         Redraw Facility by written notice to the Redraw
                         Facility Provider.

                    (b)  The cancellation referred to in paragraph (a) will
                         only be effective if each Current Rating Agency has
                         confirmed that the cancellation of the Redraw
                         Facility will not have an Adverse Rating Effect,
                         unless all of the Notes have been or will be redeemed
                         on or before the date such cancellation is to take
                         effect in which case no such confirmation is
                         necessary.

Reduction of Redraw Limit
              9.3   The Issuer Trustee may on the direction of the Global
                    Trust Manager reduce the Redraw Limit in whole or in part
                    by written notice to the Redraw Facility Provider and must
                    notify each Current Rating Agency of the reduction.

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



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                    Redraw Facility Provider (or such other period agreed
                    between the Issuer Trustee, the Global Trust Manager and
                    the Redraw Facility Provider).


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 Redraw Facility Provider determines that:

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

                    (c)  the Redraw 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 Redraw
                    Facility Provider on the next Payment Date and to the
                    extent available under clause 14 of the Supplemental Deed,
                    the additional amount which the Redraw Facility Provider
                    certifies is necessary to compensate the Redraw 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 Redraw Facility Provider
                    the proportion of it which the Redraw Facility Provider
                    determines to be fairly attributable to the financial
                    accommodation made available under this agreement.

Certificate
              10.3  The Redraw 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 Redraw Facility Provider to determine the new amount
                    payable under clause 10.1. Any such certificate signed by
                    the Redraw 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 Redraw Facility Provider may use



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                    averaging and attribution methods commonly used by
                    financiers or any other reasonable averaging or
                    attribution method.

Minimisation
              10.4  If the Redraw Facility Provider is to receive any
                    additional payment under clause 10.1, the Redraw 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
                    Redraw 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 Redraw Facility
                    Provider determines that it is or has become apparent that
                    it will become contrary to that official directive,
                    impossible or illegal for the Redraw 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 Principal
                    Collections available on that Payment Date, prepay so much
                    of the Redraw Principal Outstanding as the Redraw 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 Redraw
                    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 Redraw
                    Facility Provider under this agreement not later than
                    5.00pm local time in the place of payment on the due date
                    in immediately available funds to the account of the
                    Redraw Facility Provider at the bank which the Redraw
                    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 Global
                    Trust Manager and the Redraw 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; or

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

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

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

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

                    (l)  (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;

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

                    (n)  (vesting date) the vesting date has not occurred in
                         respect of the Trust.

              13.2  The Global Trust Manager represents and warrants to the
                    Issuer Trustee and the Redraw 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;



<PAGE>
                                                                            14
------------------------------------------------------------------------------
                    (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; 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 Redraw Event of Default) to the best of its
                         knowledge no Redraw Event of Default or event which
                         with the giving of notice, lapse of time or other
                         applicable condition would become a Redraw 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



<PAGE>
                                                                            15
------------------------------------------------------------------------------
                         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 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 Redraw Facility
                         Provider (such consent not to be unreasonably
                         withheld or delayed); and

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

              14.2  The Global Trust Manager undertakes to:

                    (a)  (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;

                    (b)  (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;

                    (c)  (Event of Default) notify the Redraw Facility
                         Provider as soon as practicable after becoming aware
                         of an Event of Default or a Redraw Event of Default;

                    (d)  (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;

                    (e)  (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 Redraw Facility
                         Provider (such consent not to be unreasonably
                         withheld or delayed); and



<PAGE>
                                                                            16
------------------------------------------------------------------------------
                    (f)  (provide directions) direct the Issuer Trustee to
                         make all payments required to be made by the Issuer
                         Trustee in accordance with this agreement.


15   Redraw Events of Default
------------------------------------------------------------------------------
Redraw Events of Default
              15.1  A Redraw Event of Default occurs if:

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

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

                         (ii)  any amount due in respect of interest pursuant
                               to clause 6 where funds are available for that
                               purpose under the Supplemental Deed,

(                        in the manner contemplated by this agreement, in each
                         case within 10 Business Days of the due date for
                         payment of such amount;

                    (b)  (breach of undertaking) the Issuer Trustee alters, or
                         the Global Trust Manager directs it to alter, the
                         priority of payments under the Transaction Documents
                         without the consent of the Redraw 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
                         Redraw Facility Provider;

                    (c)  (Event of Default) an Event of Default occurs in
                         respect of the Trust 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.

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

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



<PAGE>
                                                                            17
------------------------------------------------------------------------------
                    (b)  terminate the Redraw Facility Provider's obligations
                         in respect of the Redraw Facility.

                    The Redraw 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:         Level 7
                                          9 Castlereagh Street
                                          Sydney  NSW  2000
                         Facsimile:       (61 2) 8256 1422
                         Attention:       Manager, Securitisation
                         E-mail:          as notified from time to
                         time

                         Global Trust Manager:

                         Address:         Level 24
                                          500 Bourke Street
                                          Melbourne  VIC  3000
                         Facsimile:       (61 3) 8641 0906
                         Attention:       Manager, Group Funding
                         E-mail:          as notified from time to time

                         Redraw Facility Provider:

                         Address:         Level 32
                                          500 Bourke Street
                                          Melbourne VIC 3000
                         Facsimile:       (61 3) 8641 0591
                         Attention:       Director Securitisation
                         E-mail:          as notified from time to time



<PAGE>
                                                                            18
------------------------------------------------------------------------------
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;

                    (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
                    Redraw 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 Redraw Facility Provider at any
                    time may do any of those things.


18   Miscellaneous
------------------------------------------------------------------------------
Certificate
              18.1  A certificate signed by the Redraw Facility Provider about
                    a matter (including, without limitation, the Interest Rate
                    in respect of a Redraw Drawing) or about a sum payable to
                    the Redraw 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,



<PAGE>
                                                                            19
------------------------------------------------------------------------------
                    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.

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 Redraw 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 Redraw 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 Redraw
                    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 Redraw 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.



<PAGE>
                                                                            20
------------------------------------------------------------------------------
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).


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 Redraw Facility
                    Provider on each Payment Date following a demand from the
                    Redraw Facility Provider for:

                    (a)  the costs, charges and expenses of the Redraw
                         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 Redraw 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 Redraw Facility Provider), which may be
                         payable or determined to be payable in connection
                         with any



<PAGE>
                                                                            21
------------------------------------------------------------------------------
                         Transaction Document or a payment or receipt or any
                         other transaction contemplated by any Transaction
                         Document; and

                    (c)  costs, charges and expenses of the Redraw Facility
                         Provider in connection with any enquiry by any
                         authority involving the Issuer Trustee, any Secured
                         Creditor or any of their Related Entities.

              22.2  The Issuer Trustee will indemnify the Redraw 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
                         Redraw Event of Default;

                    (b)  a proposed Redraw 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 Redraw 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 13.1 of this
                         agreement or of any of its obligations under this
                         agreement.

              22.3  The Issuer Trustee agrees to pay to the Redraw 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 Redraw 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
                    Redraw Facility Provider.



<PAGE>
                                                                            22
------------------------------------------------------------------------------
              22.6  If the Redraw 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 Redraw 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 the Issuer Trustee has
                    been prejudiced in any material respect by such failure.


23   Redraw 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 Redraw
                    Facility Provider and the Issuer Trustee, declare a
                    Payment Date as the date upon which:

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

                    (b)  the Redraw 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
                    the Current Rating Agencies that the termination of the
                    Redraw Facility and the appointment of the proposed
                    substitute Redraw Facility Provider on that Payment Date
                    will not result in an Adverse Rating Effect.

              23.3  The Redraw 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 Redraw Facility Provider all Redraw
                         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:     National Australia Bank Limited



                    [Date]

                    Dear Sirs/Madams

                    Redraw Facility Agreement between Perpetual Trustee
                    Company Limited, National Global MBS Manager Pty Ltd and
                    National Australia Bank Limited dated [#] ("Redraw
                    Facility Agreement")

                    The Issuer Trustee gives notice under clause 4.1 of the
                    Redraw Facility Agreement that it wants to use the Redraw
                    Facility granted in respect of the National RMBS Trust
                    2004-1 ("Trust").

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

                    (a)  the proposed Drawdown Date is [           ];

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

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

                         [           ]; and

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

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

                    Yours faithfully



                    ....................................
                    [name of person]
                    being an Authorised Person of
                    Perpetual Trustee Company Limited



                    [name of person]
                    being an Authorised Person of
                    National Global MBS Manager Pty Limited



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

SIGNED by Kate Hamblin         )
............................... )
as attorney for PERPETUAL      )
TRUSTEE COMPANY LIMITED under  )
power of attorney dated        )
28 September 2004..............)
                               )
in the presence of:            )
                               )
/s/ Ian Edmonds-Wilson         )     /s/ Kate Hamblin
............................... )     ..............................
Signature of witness           )     By executing this agreement
                               )     the attorney states that
Ian Edmonds-Wilson             )     the attorney has received
............................... )     no notice of revocation of
Name of witness (block         )     the power of attorney
letters)




SIGNED by                      )4
                               )
Michael White                  )
............................... )
as attorney for NATIONAL       )
GLOBAL MBS MANAGER PTY LTD     )
under power of attorney dated  )
21 September 2004 in the       )
presence of:                   )
                               )     /s/ Michael White
                               )     ................................
                               )     By executing this agreement
/s/ Jason Elphick              )     the attorney states that
............................... )     the attorney has received
Signature of witness           )     no notice of revocation of
                               )     the power of attorney
Jason Elphick                  )
............................... )
Name of witness (block
letters)



SIGNED by Michael White        )
............................... )
as attorney for NATIONAL       )
AUSTRALIA BANK LIMITED under   )
power of attorney dated 13     )
September 2004 in the          )
presence of:                   )
                               )     /s/ Michael White
                               )     ....................................
/s/ Jason Elphick              )     By executing this agreement
............................... )     the attorney states that
Signature of witness           )     the attorney has received
                               )     no notice of revocation of
Jason Elphick                  )     the power of attorney
............................... )
Name of witness (block
letters)



<PAGE>

<TABLE>
<CAPTION>
                                                                                    1
--------------------------------------------------------------------------------------
Contents            National RMBS Trust 2004-1
                    Redraw Facility Agreement
--------------------------------------------------------------------------------------

<S>                 <C>                                                            <C>
                    1   Interpretation                                               1

                    2   The Redraw Facility                                          3

                    3   Conditions precedent                                         5

                    4   Redraw Drawings                                              6

                    5   Interest Periods                                             7

                    6   Interest                                                     7

                    7   Repayment of Redraw Drawings                                 8

                    8   Availability Fee                                             9

                    9   Cancellation or reduction of the Redraw Facility             9

                    10  Changed costs event                                         10

                    11  Illegality                                                  11

                    12  Payments and taxes                                          12

                    13  Representations and warranties                              12

                    14  General undertakings by Issuer Trustee                      15

                    15  Redraw Events of Default                                    16

                    16  Notices                                                     17

                    17  Security Interests and assignment                           18

                    18  Miscellaneous                                               18

                    19  Liability of Issuer Trustee and limited recourse            20

                    20  Governing law, jurisdiction and service of process          20

                    21  Counterparts                                                20



<PAGE>
                                                                                     2
--------------------------------------------------------------------------------------
                    22  Costs, Charges, Expenses and Indemnities                    20

                    23  Redraw Facility Provider Termination Date                   22

                    Schedule 1  Drawdown Notice (clause 4)                          23
</TABLE>

<PAGE>

                       -------------------------------
                       Dated        28 September 2004





                          National RMBS Trust 2004-1
                           Redraw Facility Agreement





                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                        National Australia Bank Limited
                         ("Redraw 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: EN/SRF