Exhibit 4.3


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                    National RMBS Trust 2004-1 Supplemental Deed

Date:               28 September 2004

Parties:            PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) in
                    its capacity as trustee of the Trust having an office at
                    Level 7, 9 Castlereagh Street, Sydney NSW 2000
                    (hereinafter included in the expression "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 12 004 044 937) having its registered office
                    at Level 24, 500 Bourke Street, Melbourne, VIC 3000 (in
                    its capacity as "Seller" and "Servicer") P.T. LIMITED (ABN
                    67 004 454 666) in its capacity as security trustee of the
                    Security Trust having an office at Level 7, 9 Castlereagh
                    Street, Sydney NSW 2000 (hereinafter included in the
                    expression "Security Trustee")

Recitals:

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

               B.   The Issuer Trustee at the direction of the
                    Global Trust Manager may acquire Mortgage
                    Loans.

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

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

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

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

Operative provisions:

PART 1 - INTERPRETATION
1    Interpretation
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Definitions
               1.1  The following words have these meanings unless the contrary
                    intention appears:

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

                    A$ Class A-1 Interest Amount means, in respect of a Class
                    A-1 Note, a Payment Date and the Interest Period ending on
                    (but excluding) that Payment Date, an amount calculated as
                    follows:

                            A  =  B  x  C  x   N
                                              --
                                             365

                    where:

                    A   =   the A$ Class A-1 Interest Amount for that Interest
                            Period;

                    B   =   the Total Invested Amount of the Class A-1 Notes on

                            the Determination Date immediately preceding the
                            commencement of that Interest Period (which, for the
                            avoidance of doubt, is the Total Invested Amount of
                            the Class A-1 Notes as of the first day of that
                            Interest Period after taking into account any
                            reduction to the Total Invested Amount on that
                            date);

                    C   =   the A$ Class A-1 Interest Rate for that
                            Interest Period; and

                    N   =   the number of days in that Interest
                            Period.

                    A$ Class A-1 Interest Rate means, in respect of a Class
                    A-1 Note, a Payment Date and the Interest Period ending on
                    (but excluding) that Payment Date, the aggregate of:

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

                    (b)  the A$ Class A-1 Margin for that Class A-1 Note.

                    A$ Class A-1 Margin, in respect of a Class A-1 Note, has
                    the same meaning as the "Spread" specified under the
                    heading "A$ Floating Amounts payable by Party B" in the
                    confirmation for each US$ Class A-1 Currency Swap.

                    A$ Class A-1 Principal means, in relation to a Payment
                    Date, the amount allocated on that Payment Date from
                    Principal Collections to the A$ Class A-1 Principal
                    pursuant to clause 14.13(e)(i).

                    A$ Class A-3 Interest Amount means, in respect of a Class
                    A-3 Note, a Payment Date and the Interest Period ending on
                    (but excluding) that Payment Date, an amount calculated as
                    follows:

                              A  =  B  x  C  x   N
                                                --
                                               365

                    where:

                    A   =   the A$ Class A-3 Interest Amount for that
                            Interest Period;

                    B   =   the Total Invested Amount of the Class A-3 Notes
                            on the Determination Date immediately preceding
                            the commencement of that Interest Period (which,
                            for the avoidance of doubt, is the Total Invested
                            Amount of the Class A-3 Notes as of the first
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                            day of that Interest Period after taking into
                            account any reduction to the Total Invested Amount
                            on that date);

                    C   =   the A$ Class A-3 Interest Rate for that Interest
                            Period; and

                    N   =   the number of days in that Interest
                            Period.

                    A$ Class A-3 Interest Rate means, in respect of a Class
                    A-3 Note, a Payment Date and the Interest Period ending on
                    (but excluding) that Payment Date, the aggregate of:

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

                    (b)  the A$ Class A-3 Margin for that Class A-3 Note.

                    A$ Class A-3 Margin, in respect of a Class A-3 Note, has
                    the same meaning as the "Spread" specified under the
                    heading "A$ Floating Amounts payable by Party B" in the
                    confirmation for each (euro) Class A-3 Currency Swap.

                    A$ Class A-3 Principal means, in relation to a Payment
                    Date, the amount allocated on that Payment Date from
                    Principal Collections to the A$ Class A-3 Principal
                    pursuant to clause 14.13(e)(iii).

                    A$ Equivalent means:

                    (a)  in relation to an amount which is calculated,
                         determined or expressed in US$ or which includes a
                         component determined or expressed in US$, that US$
                         amount or US$ component (as the case may be)
                         multiplied by the relevant A$ Exchange Rate and
                         expressed in A$; or

                    (b)  in relation to an amount which is calculated,
                         determined or expressed in (euro), or which includes
                         a component determined or expressed in (euro), that
                         (euro) amount or (euro) component (as the case may
                         be) multiplied by the relevant A$ Exchange Rate and
                         expressed in A$.

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

                    A$ Note means a Class A-2 Note, a Class B Note and a
                    Redraw Note, as the case may be.

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

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

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


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

                    A$ Note Margin means:

                    (a)  in relation to a Class A-2 Note, the margin
                         (expressed as a percentage per annum) notified by the
                         Global Trust Manager for the Class A-2 Note in
                         accordance with the Dealer Agreement, provided that
                         if the Class A-2 Notes have not been redeemed in full
                         on or by the first Call Option Date, the margin will
                         double;

                    (b)  in relation to a Class B Note, the margin (expressed
                         as a percentage per annum) notified by the Global
                         Trust Manager for the Class B Note in accordance with
                         the Dealer Agreement; and

                    (c)  in relation to a Redraw Note, the margin (expressed
                         as a percentage per annum) as determined by the
                         Global Trust Manager under clause 8.3,

                    and advised by the Global Trust Manager to the Issuer
                    Trustee.

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

                    Available Income means, for any period, the amount
                    calculated in accordance with clause 14.4.

                    Available Liquidity Amount has the meaning given to it in
                    the Liquidity Facility Agreement.

                    Available Redraw Amount has the meaning given to it in the
                    Redraw Facility Agreement.

                    Bank Bill Rate means, in respect of any Interest Period,
                    the rate expressed as a percentage per annum:

                    (a)  calculated by taking the rate appearing on the
                         Reuters screen BBSW page at or about 10.15 am
                         (Melbourne time) on the first day of that Interest
                         Period for each bank so quoting (being no fewer than
                         five) as being the mean buying and selling rate for a
                         bill (which for the purpose of this definition means
                         a bill of exchange of the type specified for the
                         purpose of quoting on the Reuters screen BBSW page)
                         having a tenor of 90 days after eliminating the
                         highest and the lowest mean rates and taking the
                         average of the remaining mean rates (rounded up, if
                         necessary, to the nearest four decimal places);

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

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

                    provided that, in respect of the first Interest Period the
                    Bank Bill Rate for that Interest Period will be calculated
                    by the Global Trust Manager to be a linear interpolated
                    rate for the relevant period.

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

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

                    Book-Entry Note means:

                    (a)  a Class A-1 Book-Entry Note; or

                    (b)  a Class A-3 Book-Entry Note,

                    as the context requires.

                    Business Day means any day other than a Saturday, Sunday
                    or public holiday on which banks are open for business in
                    Melbourne, Sydney, New York and London provided that, in
                    each case, the day is also a TARGET Settlement Date.

                    Call Option Date means, in respect of the Notes, each
                    Payment Date commencing on the Payment Date on which the
                    aggregate Outstanding Principal Balance of all Housing
                    Loans referable to the Purchased Mortgage Loans
                    (calculated as at the end of the immediately preceding
                    Collection Period) is less than 10% of the aggregate
                    Outstanding Principal Balance of all Housing Loans
                    referable to the Purchased Mortgage Loans on the Closing
                    Date.

                    Carryover Principal Charge-Off has the meaning given in
                    clause 14.15.

                    Class means the Class A-1 Notes, the Class A-2 Notes, the
                    Class A-3 Notes, the Class B Notes or the Redraw Notes (if
                    any) (as the case may be).

                    Class A Note means a Class A-1 Note, a Class A-2 Note and
                    a Class A-3 Note, as the case may be.

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                    Class A Note Conditions means the terms and conditions of
                    the Class A-1 Notes and the Class A-3 Notes, as set out in
                    Schedule 4 of the Note Trust Deed in respect of the Trust.

                    Class A Noteholder means a Class A-1 Noteholder, a Class
                    A-2 Noteholder and a Class A-3 Noteholder, as the case may
                    be.

                    Class A-1 Book-Entry Note means a Book-Entry Note (as
                    defined in the Definitions Schedule) issued in respect of
                    the Class A-1 Notes.

                    Class A-1 Definitive Note means a Definitive Note (as
                    defined in the Definitions Schedule) issued in respect of
                    the Class A-1 Notes.

                    Class A-1 Note means a Note referred to in clause 8.1(a)
                    and issued on the terms and conditions contained in the
                    Class A Note Conditions.

                    Class A-1 Noteholder has the meaning given to it in the
                    Class A Note Conditions.

                    Class A-2 Note means a Note referred to in clause 8.1(b)
                    issued on the terms and conditions contained in this deed
                    and the Dealer Agreement.

                    Class A-2 Noteholder means each person who is from time to
                    time entered in the Register as the holder of a Class A-2
                    Note.

                    Class A-2 Principal means, in relation to a Payment Date,
                    the amount allocated on that Payment Date from Principal
                    Collections to the Class A-2 Principal pursuant to clause
                    14.13(e)(ii).

                    Class A-3 Book-Entry Note means a Book-Entry Note (as
                    defined in the Definitions Schedule) issued in respect of
                    the Class A-3 Notes.

                    Class A-3 Definitive Note means a Definitive Note (as
                    defined in the Definitions Schedule) issued in respect of
                    the Class A-3 Notes.

                    Class A-3 Note means a Note referred to in clause 8.1(c)
                    and issued on the terms and conditions contained in the
                    Class A Note Conditions.

                    Class A-3 Noteholder has the meaning given to it in the
                    Class A Note Conditions.

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

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

                    Class B Principal means, in relation to a Payment Date,
                    the amount allocated on that Payment Date from Principal
                    Collections to the Class B Principal pursuant to clause
                    14.13(f).

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

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                    Clean-Up Amount means, on a Determination Date, an amount
                    equal to the lesser of:

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

                    (b) $25,000,

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

                    Clean-Up Offer has the meaning given to it in clause 5.1.

                    Clean-Up Offer Amount has the meaning given to it in
                    clause 5.1.

                    Clean-Up Option means the offer by the Issuer Trustee to
                    reconvey the Purchased Mortgage Loans to the Seller under
                    clause 5.1.

                    Closing Date means the date on which the offer contained
                    in the Offer to Sell is accepted by the Issuer Trustee.

                    Collateral Account means any collateral account (as
                    defined in, and established under, a Support Facility).

                    Collection Period means, in relation to a Payment Date,
                    the period from (and including) the first day of the
                    Quarter immediately preceding that Payment Date up to (and
                    including) the last day of the Quarter immediately
                    preceding that Payment Date except in the case of the
                    first Collection Period, which commences on the day after
                    the Cut-Off Date and ends on 30 November 2004.

                    Collections means:

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

                    but excluding:

                    (b)  the Servicer's Collections; and

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

                    Corporations Act means the Corporations Act 2001 (Cwlth).

                    Currency Swap means each of:

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                    (a)  each US$ Class A-1 Currency Swap; and

                    (b)  each (euro) Class A-3 Currency Swap,

                    as the context requires.

                    Currency Swap Agreement means each of:

                    (a)  each US$ Class A-1 Currency Swap Agreement; and

                    (b)  each (euro) Class A-3 Currency Swap Agreement,

                    as the context requires.

                    Currency Swap Provider means each of:

                    (a)  each US$ Class A-1 Currency Swap Provider; and

                    (b)  each (euro) Class A-3 Currency Swap Provider,

                    as the context requires.

                    Cut-off Date means 3 September 2004.

                    Dealer Agreement means the agreement entitled "National
                    RMBS Trust 2004-1 Dealer Agreement" dated on or about the
                    date of this deed between (amongst others) the Issuer
                    Trustee, the Global Trust Manager, the Seller and National
                    Australia Securities Limited (ABN 84 006 982 332).

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

                    Definitive Note means:

                    (a)  a Class A-1 Definitive Note; or

                    (b)  a Class A-3 Definitive Note,

                    as the context requires.

                    Delegation Deed means the deed entitled "National RMBS
                    Trusts Deed of Delegation" dated 24 January 2001 between
                    the Global Trust Manager and National Australia Managers
                    Limited (ABN 70 006 437 565).

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

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

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                    (euro) and Euro means the lawful currency for the time
                    being of the member states of the European Union that
                    adopt the single currency in accordance with the treaty
                    establishing the European Community.

                    (euro) Class A-3 Currency Swap means each swap transaction
                    entered into pursuant to a (euro) Class A-3 Currency Swap
                    Agreement, the form of confirmation for which is
                    substantially in the form set out in schedule 2 to the
                    relevant (euro) Class A-3 Currency Swap Agreement.

                    (euro) Class A-3 Currency Swap Agreement means each ISDA
                    Master Agreement, the schedule to it, each confirmation
                    issued under it, and any credit support annex into in
                    connection with it between a (euro) Class A-3 Currency
                    Swap Provider, the Issuer Trustee and the Global Trust
                    Manager.

                    (euro) Class A-3 Currency Swap Provider means each of
                    Societe Generale Australia Branch and The Royal Bank of
                    Scotland plc and any other person who subsequently enters
                    into a (euro) Class A-3 Currency Swap with the Issuer
                    Trustee and the Global Trust Manager.

                    Excess Available Income has the meaning given to it in
                    clause 14.10.

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

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

                    Final Maturity Date means the Payment Date occurring in
                    March 2034.

                    Final Termination Date means the date referred to in
                    clause 2.2.

                    Finance Charge Collections means, in respect of a
                    Determination Date, the amount calculated in accordance
                    with clause 14.3.

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

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

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

                    Housing Loan means each Housing Loan (as defined in the
                    Definitions Schedule) sold, or to be sold (as the case may
                    be), to the Issuer Trustee in accordance with the Sale
                    Agreement and the Offer to Sell.

                    Initial Invested Amount has, in relation to:

                    (a)  a Class A-1 Note, the meaning given to it in clause
                         8.5(a);

                    (b)  a Class A-3 Note, the meaning given to it in clause
                         8.5(a); and

                    (c)  an A$ Note, the meaning given to it in clause 8.5(b).

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

                    Invested Amount on any Determination Date:

                    (a)  in respect of a Class A-1 Note and a Class A-3 Note,
                         has the same meaning as in the Class A Note
                         Conditions;

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

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

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

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

                    Linked Deposit Account means a deposit account maintained
                    by a Debtor with the Seller under which either:

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

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

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

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

                    Mortgage Insurance Interest Proceeds means, in respect of
                    a Purchased Mortgage Loan, the amount received by or on
                    behalf of the Issuer Trustee under a Mortgage Insurance
                    Policy and which is determined by the Global Trust Manager
                    not to be in the nature of principal.

                    Mortgage Insurance Policy includes, for the purposes of
                    the Definitions Schedule, the Pool Insurance Policy.

                    Mortgage Insurer means each of:

                    (a)  GE Mortgage Insurance Company Pty Limited (ABN 60 106
                         974 305); and

                    (b)  PMI Mortgage Insurance Ltd (ABN 70 000 511 071),

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

                    Mortgage Title Documents means with respect to any Housing
                    Loan:

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

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

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

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

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

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

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

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                    (h)  all other documents required to evidence, in respect
                         of a Sale Agreement, the Seller's interest in the
                         above Land, the above Housing Loan, the above
                         Mortgage or the above Collateral Securities,

                    and, for the avoidance of doubt, "Mortgage Title
                    Documents" includes any amendment or replacement of such
                    documents and any such document which is entered into, and
                    under which rights arise, after any sale of the relevant
                    Housing Loan by the Seller to the Issuer Trustee.

                    Non-Collection Fee means, in respect of a Collection
                    Period, an amount equal to the aggregate amount of the
                    Prepayment Costs that the Servicer is or was entitled to
                    charge in respect of Purchased Mortgage Loans for the
                    Collection Period but has not charged.

                    Notes means:

                    (a)  the Class A Notes;

                    (b)  the Class B Notes; and

                    (c)  the Redraw Notes.

                    Offer to Sell means the offer entitled "National RMBS
                    Trust 2004-1 Offer to Sell" by the Seller in favour of the
                    Issuer Trustee in respect of Mortgage Loans, dated on or
                    about the date of the Sale Agreement, and which is only
                    capable of acceptance by the payment of a purchase price.

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

                    Payment Date means the 20th day of each of December,
                    March, June and September or, if the 20th day is not a
                    Business Day, then the next Business Day. The first
                    Payment Date will be 20 December 2004.

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

                    Penalty Payment means:

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

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

                    (c)  any amount which the Issuer Trustee agrees to pay
                         (with the consent of the Servicer) to a Debtor or
                         other person in

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                         settlement of any liability or alleged liability or
                         application for an order under Part 6 of the Consumer
                         Credit Code; and

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

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

                    Pool Insurance Policy means the policy of insurance to be
                    issued to the Issuer Trustee and the Seller by PMI
                    Mortgage Insurance Limited in respect of Purchased
                    Mortgage Loans which are not subject to Lender's Mortgage
                    Insurance. The Pool Insurance Policy comprises a Mortgage
                    Insurance Policy for the purposes of the Definitions
                    Schedule in respect of the Trust.

                    Personal Information has the same meaning as in the
                    Privacy Act.

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

                    Prepayment Benefits mean those amounts which are credited
                    to a Debtor's account during a Collection Period in
                    accordance with the relevant Loan Agreement as a result of
                    the Debtor prepaying any amount in respect of a Fixed
                    Interest Rate Loan.

                    Prepayment Costs mean those amounts which are debited to a
                    Debtor's account during a Collection Period in accordance
                    with the relevant Loan Agreement as a result of the Debtor
                    prepaying any amount in respect of a Fixed Interest Rate
                    Loan.

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

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

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

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

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


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

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

                    Privacy Act means the Privacy Act 1988 (Cwlth) and
                    includes a reference to any determination, guidelines and
                    interpretative explanations issued from time to time by
                    the Office of the Privacy Commissioner under that Act.

                    Purchase Price has the meaning given to it in the relevant
                    Offer to Sell.

                    Qualifying Debtor means a Debtor which:

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

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

                    and any other person which, notwithstanding this
                    definition, the Global Trust Manager approves and notifies
                    in writing to the Seller and the Issuer Trustee as being a
                    "Qualifying Debtor".

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

                    Quarter means the three month period in each year
                    commencing on 1 December, 1 March, 1 June and 1 September.

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

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

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

                    Redraw Limit has the meaning given to it in the Redraw
                    Facility Agreement in respect of the Trust.

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

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

                    Redraw Note Principal means, in relation to a Payment
                    Date, the amount allocated on that Payment Date from
                    Principal Collections to the Redraw Note Principal
                    pursuant to clause 14.13(d).

<PAGE>


                                                                             15
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                    Redraw Principal in relation to a Payment Date, means the
                    amount allocated on that Payment Date from Principal
                    Collections to the Redraw Principal pursuant to clause
                    14.13(b).

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

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

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

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

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

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

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

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

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

                    Required Credit Rating means in respect of:

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

<PAGE>


                                                                            16
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                    (b)  Moody's, P-1 or such other rating agreed between the
                         Global Trust Manager and Moody's and notified to the
                         Issuer Trustee; and

                    (c)  any other Current Rating Agency, a rating acceptable
                         to that Current Rating Agency.

                    Sale Agreement means the agreement entitled "National RMBS
                    Trust 2004-1 Sale Agreement" dated on or about the date of
                    this deed between the Seller and the Issuer Trustee.

                    Secured Money has the meaning given to it in the Deed of
                    Charge for the Trust.

                    Secured Property has the meaning given to it in the Deed
                    of Charge for the Trust.

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

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

                    Stated Amount:

                    (a)  has, in relation to a Class A-1 Note and a Class A-3
                         Note, the same meaning as in the Class A Note
                         Conditions;

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

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

                         (ii) the amount of any Principal Charge-Offs to be
                              allocated to that A$ Note under clause 14.14A on
                              that Determination Date which will not be
                              reimbursed on the immediately following Payment
                              Date under clause 14.10(a)(iv) (in the case of a
                              Redraw Note), clause 14.10(a)(ii) (in the case
                              of a Class A-2 Note) or clause 14.10(c) (in the
                              case of a Class B Note); less

                         (iii) (without double counting any Principal
                              Charge-Offs) any Carryover Principal Charge-Offs
                              in respect of that A$ Note which have not been
                              reimbursed on or before the immediately
                              following Payment Date under clause 14.10(b)(iv)
                              (in the case of a Redraw Note), clause
                              14.10(b)(ii) (in the case of a Class A-2 Note)
                              or clause 14.10(d) (in the case of a Class B
                              Note).

<PAGE>

                                                                            17
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                    Support Facilities includes, in addition to those items
                    set out in the Definitions Schedule:

                    (a)  the Basis Swap;

                    (b)  the Fixed Rate Swap; and

                    (c)  each Currency Swap.

                    TARGET means the Trans-European Automated Real-time Gross
                    Settlement Express Transfer System.

                    TARGET Settlement Date means any day on which TARGET is
                    open for business.

                    Tax Account means an account with an Eligible Bank
                    established and maintained in the name of the Issuer
                    Trustee and in accordance with the terms of the Master
                    Trust Deed, which is to be opened by the Issuer Trustee
                    when directed to do so by the Global Trust Manager in
                    writing.

                    Tax Amount means, in respect of a Payment Date, the amount
                    (if any) of Tax that the Global Trust Manager reasonably
                    determines will be payable in the future by the Issuer
                    Trustee in respect of the Trust and which accrued during
                    the immediately preceding Collection Period.

                    Tax Shortfall means, in respect of a Payment Date, the
                    amount (if any) determined by the Global Trust Manager to
                    be the shortfall between the aggregate Tax Amounts
                    determined by the Global Trust Manager in respect of
                    previous Payment Dates and the amounts set aside under
                    clause 14.8(h) on previous Payment Dates.

                    Title Perfection Event means in respect of the Trust:

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

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

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

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

                    (e)  if the Seller is a Counterparty under the Basis Swap
                         and/or the Fixed Rate Swap in respect of the Trust,
                         the Seller fails to make any payment due under the
                         Basis Swap or Fixed Rate Swap and such failure:

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

<PAGE>

                                                                             18
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                         (ii) is not remedied by the Seller within 20 Business
                              Days of notice thereof being delivered to the
                              Seller by the Global Trust Manager or the Issuer
                              Trustee;

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

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

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

                    (g)  where the Seller is also acting as the Servicer, and
                         in that capacity, has custody of the Mortgage Title
                         Documents in accordance with the Servicing Agreement,
                         the occurrence of an event referred to in clause 4.8
                         of the Servicing Agreement; or

                    (h)  any other event specified in the Sale Agreement in
                         respect of the Trust as a Title Perfection Event.

                    Transfer means, in relation to a Mortgage, a duly executed
                    land titles office transfer form, in registrable form
                    which, upon registration would be effective to transfer
                    the legal title to that Mortgage to the Issuer Trustee.

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

                    Total Available Income means, on a Determination Date, the
                    amount calculated in accordance with clause 14.7 on that
                    Determination Date.

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

                    Transaction Documents means in respect of the Trust:

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

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

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                                                                             19
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                    (c)  the Notice of Creation of Trust in respect of the
                         Trust;

                    (d)  this deed;

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

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

                    (g)  the Deed of Charge;

                    (h)  each Support Facility;

                    (i)  the Note Trust Deed;

                    (j)  the Agency Agreement;

                    (k)  the Delegation Deed;

                    (l)  the Sale Agreement;

                    (m)  the Offer to Sell;

                    (n)  each Note;

                    (o)  the Underwriting Agreement;

                    (p)  the Dealer Agreement; and

                    (q)  such other documents as may be agreed from time to
                         time between the Issuer Trustee and the Global Trust
                         Manager.

                    Trust means the National RMBS Trust 2004-1.

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

                    US$ Class A-1 Currency Swap means each swap transaction
                    entered into pursuant to a US$ Class A-1 Currency Swap
                    Agreement, the form of confirmation for which is
                    substantially in the form set out in schedule 1 to the
                    relevant US$ Class A-1 Currency Swap Agreement.

                    US$ Class A-1 Currency Swap Agreement means each ISDA
                    Master Agreement, the schedule to it, each confirmation
                    issued under it, and any credit support annex into in
                    connection with it between a US$ Class A-1 Currency Swap
                    Provider, the Issuer Trustee and the Global Trust Manager.

                    US$ Class A-1 Currency Swap Provider means each of Societe
                    Generale Australia Branch and The Royal Bank of Scotland
                    plc and any other person who subsequently enters into a
                    US$ Class A-1 Currency Swap with the Issuer Trustee and
                    the Global Trust Manager.

                    Underwriting Agreement means the agreement entitled
                    "Underwriting Agreement" between the Issuer Trustee, the
                    Global

<PAGE>

                                                                             20
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                    Trust Manager, the Seller and Deutsche Bank Securities
                    Inc. (as representative for the underwriters named in it).

                    Unit Register has the meaning given to it in clause
                    3.7(a).

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

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

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

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

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

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

Master Security Trust Deed
                    1.7  The Master Security Trust Deed applies to the Trust.

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

Transfer of Notes
                    1.9  A transfer of A$ Notes of the Trust shall be effected
                         in accordance with clause 8.12 and with Schedule 2.
                         All references in Schedule 2 to "Notes" are to be
                         construed as references to "A$ Notes".

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

<PAGE>
                                                                             21
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                         (a)  the Total Invested Amount and the Aggregate Stated
                              Amount of each class of Notes as calculated on the
                              related Determination Date;

                         (b)  each A$ Note Interest Rate, the A$ Class A-1
                              Interest Rate and the A$ Class A-3 Interest Rate
                              for the related Interest Period;

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

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

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

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

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

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

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

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

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

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

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

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

Definitions Schedule
                    1.11 For the purposes of the Definitions Schedule:

                         (a)  the Class A Notes and the Redraw Notes are
                              "Senior Notes";

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

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

<PAGE>

                                                                             22
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                         (d)  the Class B Noteholders are "Junior
                              Noteholders".

                    1.12 For the purposes of the Trust the Global Trust
                         Manager confirms that it has requested each of S&P
                         and Moody's to rate the Notes.

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

Master Trust Deed
                    1.14 The Global Trust Manager and the Issuer Trustee agree
                         that, for the purposes of the Trust the Master Trust
                         Deed is amended as follows:

                         (a)  Clause 19 is deleted and replaced with the
                              following:

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

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

                         (b)  A new clause 14.7(r) is added as follows:

                              "(r)  assist the Issuer Trustee and the Seller
                                    to take the steps required under clause
                                    6.2 of the Sale Agreement."

                    1.15 The parties to the Transaction Documents agree that
                         the Code of Banking Practice 2003 does not apply to
                         any Transaction Document or any transaction or
                         service under any Transaction Document.



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                                                                             23
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PART 2 - THE TRUST AND ITS ASSETS
2   Trust
-------------------------------------------------------------------------------
Name of Trust

                    2.1  The Trust to which this deed applies will be known as
                         the "National RMBS Trust 2004-1".

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

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

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

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

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

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                                                                             24
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Conditions of Sale during 180 days
                    2.4  The Issuer Trustee must not conclude a sale pursuant
                         to clause 2.3 (other than pursuant to clause 2.5)
                         unless:

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

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

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

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

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

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

Sale at lower price
                    2.6  If, after the expiration of the period of 180 days
                         from the Termination Date of the Trust, the Issuer
                         Trustee has not sold the Mortgage Loans which form
                         part of the Assets of the Trust for the amount
                         determined in accordance with clause 2.3(a), the
                         Issuer Trustee may proceed to sell such Mortgage
                         Loans free from the prohibition contained in clause
                         2.4(a) and may, if necessary, sell such Mortgage
                         Loans on the terms set out in clause 2.7 if the terms
                         of that clause are satisfied. If any Mortgage Loans
                         are sold for less than the price for those Mortgage

<PAGE>

                                                                             25
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                         Loans determined in accordance with clause 2.5(a),
                         then any such shortfall must be allocated as provided
                         for in clause 2.11.

Conditions of sale after 180 days
                    2.7  Upon the expiration of the period of 180 days from
                         the Termination Date of the Trust, the Issuer Trustee
                         may, if necessary (in its reasonable opinion) sell
                         the Mortgage Loans forming part of the Assets of the
                         Trust for an amount which is less than the Repurchase
                         Price of the Housing Loans which comprise part of the
                         Mortgage Loans and, in that case, the Issuer Trustee
                         shall:

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

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

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

Further conditions of sale after 180 days
                    2.8  If the Issuer Trustee sells the Mortgage Loans
                         forming part of the Assets of the Trust pursuant to
                         clause 2.7, the Issuer Trustee must include as a
                         condition of the sale that the purchaser will:

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

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

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

Procedures pending winding-up
                    2.9  During the period commencing on the Termination Date
                         of the Trust and ending on the Final Termination
                         Date:

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

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                                                                             26
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                         (b)  all Collections (if any) must continue to be
                              deposited in the Collections Account in
                              accordance with this deed;

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

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

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

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

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

United States trade and business covenant
                   2.13  The Global Trust Manager undertakes that it will not
                         direct the Issuer Trustee to:

                         (a)  engage in any activities in the United States
                              (directly or through its agents);

                         (b)  do anything that would cause the Trust to derive
                              any income from sources within the United States
                              (as determined under U.S. federal income tax
                              principles); and

                         (c)  hold any mortgaged property that would cause the
                              Trust to be engaged or deemed to be engaged in a
                              trade or business within the United States (as
                              determined under U.S. federal income tax
                              principles).


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                                                                             27
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3     Entitlement of Beneficiaries
-------------------------------------------------------------------------------
Issue of Units
                   3.1   The beneficial interest in the Trust is, on the date
                         of this deed, represented by the issue of:

                         (a)  ten Residual Capital Units; and

                         (b)  one Residual Income Unit,

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

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

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

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

Residual Capital Unit
                   3.5   (a)  The issue price of each Residual
                              Capital Unit issued in accordance
                              with the Notice of Creation of
                              Trust was the amount of A$5.

                         (b)  The issue price received by the
                              Issuer Trustee in respect of
                              Residual Capital Units must be set
                              aside and retained by the Issuer
                              Trustee and must only be applied
                              towards payment of redemption price
                              amounts under paragraph (f).

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

                         (d)  The holder of a Residual Capital
                              Unit has no right to receive
                              distributions in respect of the
                              Trust other than the right to
                              receive on the Final Termination
                              Date the issue price paid for the
                              Residual Capital Unit in accordance
                              with paragraph (a) and the entire
                              beneficial interest of the Trust
                              subject to the rights of holders of
                              Residual Income Units.

                         (e)  Residual Capital Units may not be
                              redeemed or transferred without the
                              written consent of the Issuer
                              Trustee and the Global Trust
                              Manager if the transfer or
                              redemption would have an Adverse
                              Rating Effect, an Adverse Effect or
                              would lead to the Trustee incurring
                              any actual or potential Tax
                              liability, or being consolidated
                              with any group.


<PAGE>

                                                                             28
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                        (f)   Subject to paragraph (e), the
                              holder of a Residual Capital Unit
                              may request the redemption of that
                              Residual Capital Unit. If the
                              Issuer Trustee and the Global Trust
                              Manager consent to the request in
                              accordance with paragraph (e), the
                              Residual Capital Unit must be
                              redeemed at a redemption price of
                              A$5 (being a repayment of the issue
                              price of the Residual Capital
                              Unit).

                        (g)   At all times there must be at least
                              one Residual Capital Unit on issue.

Residual Income Unit
                   3.6  (a)   The issue price of the Residual Income Unit
                              issued in accordance with the Notice of
                              Creation of Trust was the amount of A$5.

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

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

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

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

                        (f)   Residual Income Units may not be redeemed or
                              transferred without the written consent of the
                              Issuer Trustee and the Global Trust Manager if
                              the redemption or transfer would have an Adverse
                              Rating Effect, an Adverse Effect or would lead
                              to the Issuer Trustee incurring any actual or
                              potential Tax liability, or being consolidated
                              with any group

                        (g)   Subject to paragraph (f), the holder of a
                              Residual Income Unit may request the redemption
                              of that Residual Income Unit. If the Issuer
                              Trustee and the Global Trust Manager consent to
                              the request in accordance with paragraph (f),
                              the Residual Capital



<PAGE>

                                                                             29
-------------------------------------------------------------------------------
                              Unit must be redeemed at a redemption price
                              determined by the Global Trust Manager.

                        (h)   A Residual Income Unit must not be issued to
                              any person unless that person is also then the
                              holder of a Residual Capital Unit. If the holder
                              of a Residual Capital Unit is also the holder of
                              a Residual Income Unit, that Residual Capital
                              Unit must not be redeemed or transferred unless
                              the holder of that Residual Capital Unit:

                              (i)    at that time ceases to be
                                     the holder of a Residual
                                     Income Unit; or

                              (ii)   continues to be the holder
                                     of one or more Residual
                                     Capital Units.

                        (i)   At all times there must be at least one
                              Residual Income Unit on issue.

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

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

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

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

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

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

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

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

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



<PAGE>
                                                                             30
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Transfer of Units
                   3.8  (a)   (i)  Subject to clause 3.5(e) and 3.6(f) the
                                   holder of a Unit may transfer the Unit by
                                   instrument in writing in any form approved
                                   by the Issuer Trustee. No fee will be
                                   charged on the transfer of a Unit.

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

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

                        (b)   The instrument of transfer of a Unit must be
                              left for registration at the address where the
                              Unit Register on which the Unit to which the
                              transfer relates are registered is kept. It must
                              be left together with any information that the
                              Issuer Trustee properly requires to show the
                              right of the transferor to make the transfer.

Limit on rights
                   3.9  Each Unitholder is subject to, and bound by, the
                        provisions of the Master Trust Deed and this
                        deed.

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

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

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




<PAGE>
                                                                             31
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                        (d)   The Servicer indemnifies the Issuer Trustee,
                              free of any set-off or counterclaim, against all
                              Penalty Payments which the Issuer Trustee is
                              required to pay personally or in its capacity as
                              trustee of the Trust and arising in connection
                              with the performance of its duties or exercise
                              of its powers under the Transaction Documents in
                              relation to the Trust. The Issuer Trustee may
                              rely on others in relation to compliance with
                              the Consumer Credit Code.

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

Servicer
                   4.2  With effect on and from the Closing Date, National
                        Australia Bank Limited agrees to act as the Servicer
                        of the Purchased Mortgage Loans and undertakes to
                        comply with the duties and obligations imposed on it
                        under the Servicing Agreement and this deed. For the
                        purposes of the Servicing Agreement, the Trust is a
                        "Relevant Trust".

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

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

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

Consent of Noteholders
                   5.4  If:

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

<PAGE>
                                                                             32
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                        (b)   the Clean-Up Offer Amount is less than the
                              amount which is sufficient to ensure that the
                              Issuer Trustee can redeem the Total Invested
                              Amount of all Notes (as at the Determination
                              Date immediately preceding the Call Option Date)
                              in full,

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

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

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

                        (b)   the Issuer Trustee must apply the Clean-Up Offer
                              Amount towards the redemption of the A$ Notes in
                              accordance with clause 8.16 of this deed and the
                              redemption of the Class A-1 Notes and Class A-3
                              Notes in accordance with the Class A Note
                              Conditions.

Clean-Up Amount
                   5.6  Where:

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

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

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

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

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

                        (iii) direct the Issuer Trustee to:

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

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



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                                                                             33
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                              (C)   deposit the amount deducted in accordance
                                    with clause 5.6(iii)(B) into the Clean-Up
                                    Account and hold that amount on trust for
                                    the Residual Income Unitholders until
                                    that amount is repaid to the Residual
                                    Income Unitholders in accordance with
                                    clause 5.7.

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

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

                        (b)   upon the first to occur of:

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

                              (ii)  the Termination Date of the Trust,

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

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

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

                   5.10 The Servicer must not exercise the option contained in
                        clause 5.9 in respect of a Purchased Mortgage Loan
                        unless:

                        (a)   the Repurchase Price of the Housing Loan
                              comprising part of that Purchased Mortgage Loan
                              is at least equal to the then Unpaid Balance of
                              the Housing Loan that comprises part of that
                              Purchased Mortgage Loan; and



<PAGE>
                                                                             34
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                        (b)   the aggregate of the Repurchase Price of all
                              Purchased Mortgage Loans which have been
                              purchased by the Servicer pursuant to the option
                              in clause 5.9 does not exceed 10% of the
                              aggregate Outstanding Principal Balance of all
                              Housing Loans referable to the Purchased
                              Mortgage Loans on the Closing Date.

                        This clause does not affect the Servicer's ability to
                        purchase a Purchased Mortgage Loan from the Issuer
                        Trustee pursuant to a Clean Up Offer.

6       Mortgage Loans
-------------------------------------------------------------------------------
Requirement to satisfy
                   6.1  Each Mortgage Loan to be purchased by the Issuer
                        Trustee must be a Qualifying Mortgage Loan.

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



<PAGE>
                                                                             35
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PART 3 - THE NOTES

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

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

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

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

8    Terms of issue of the Notes
-------------------------------------------------------------------------------
Notes to be issued
                    8.1  The Issuer Trustee will, subject to satisfaction of
                         the conditions precedent described in clause 9.1 of
                         the Master Trust Deed, and on the direction of the
                         Global Trust Manager, issue five classes of Notes as
                         follows:

                         (a)  the Class A-1 Notes;

                         (b)  the Class A-2 Notes;


<PAGE>


                                                                            36
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                         (c)  the Class A-3 Notes;

                         (d)  the Class B Notes; and

                         (e)  the Redraw Notes.

Form, constituent documents and denomination of the Notes
                    8.2  (a)  (Class A-1 Notes and Class A-3 Notes): The Class
                              A-1 Notes and Class A-3 Notes will be:

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

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

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

                         (b)  (A$ Notes): The A$ Notes will, upon issue, be in
                              the form of registered debt securities, will be
                              constituted pursuant to the Master Trust Deed
                              and this deed and will be denominated in A$. The
                              A$ Notes are direct, secured, limited recourse
                              obligations of the Issuer Trustee and (in the
                              case of the Class B Notes only) are subordinated
                              in the manner set out in this deed. Each of the
                              Class A-2 Notes, the Class B Notes and the
                              Redraw Notes rank equally and rateably with, and
                              without any preference or priority among, the
                              other Notes in their Class.

Issue of Redraw Notes
                    8.3  If the Issuer Trustee receives:

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

                         (b)  written confirmation from each Current Rating
                              Agency that the proposed issue of Redraw Notes
                              will not result in an Adverse Rating Effect,

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

                    8.4  The Global Trust Manager may give such notice to the
                         Issuer Trustee if, on or prior to a Determination
                         Date, the Global Trust Manager considers that the
                         Principal Collections to be calculated on the
                         relevant Determination Date (disregarding any
                         proposed issue of Redraw Notes on the immediately
                         following Payment Date) (as estimated by the Global
                         Trust Manager) are likely to be insufficient to meet
                         in full the aggregate of any Redraws provided by the
                         Seller during the preceding Collection Periods and
                         due to be repaid or reimbursed to the Seller pursuant
                         to clause 14.13(a) on the immediately following
                         Payment Date. Where the relevant calculations are
                         made by the Global Trust Manager before the relevant
                         Determination Date, such calculations and


<PAGE>


37
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                         amounts will be the Global Trust Manager's estimate,
                         as at the date of calculation, of such calculations
                         and amounts.

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

Initial Invested Amount of the Notes
                    8.5  (a)  (Class A-1 Notes and Class A-3 Notes): Each Class
                              A-1 Note and Class A-3 Note on its issue will
                              have an Initial Invested Amount as set out on
                              the face of that Class A-1 Note or Class A-3
                              Note and will be issued at par value.

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

Interest on the Class A-1 Notes and Class A-3 Notes
                    8.6  Each Class A-1 Note and Class A-3 Note will accrue
                         interest, and such interest will be calculated and
                         payable, in accordance with the Class A Note
                         Conditions.

Interest on the A$ Notes
                    8.7  (a)  Each Class A-2 Note and each Class B Note and
                              any Redraw Note will have interest payable in
                              respect of each Interest Period calculated:

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

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

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

                              and payable in arrears on each Payment Date.

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

Overdue interest
                    8.8  (a)  (Class A-1 Notes and Class A-3 Notes): If
                              interest is not paid in respect of a Class A-1
                              Note or a Class A-3 Note on the date


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                                                                            38
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                              when due and payable in accordance with the
                              Class A Note Conditions, the unpaid interest
                              will in turn bear interest in accordance with
                              the Class A Note Conditions.

                         (b)  (A$ Notes): If any interest is not paid in
                              respect of an A$ Note on the date when due and
                              payable in accordance with this deed (but
                              without regard to any limitation herein
                              contained) that unpaid interest will in turn
                              bear interest at the A$ Note Interest Rate from
                              time to time applicable for the relevant A$ Note
                              until (but excluding) the date on which the
                              unpaid interest is paid in accordance with
                              clause 14.8(f).

Redemption
                    8.9  (a)  (Class A-1 Notes and Class A-3 Notes ) The
                              Class A-1 Notes and Class A-3 Notes will be
                              redeemed (or deemed to be redeemed) in
                              accordance with the Class A Note Conditions.

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

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

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

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

                              (iv) the Final Maturity Date; and

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

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


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                                                                            39
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Issuer Trustee's Covenant to the Noteholders
                    8.10 Subject to the terms of the Master Trust Deed and
                         this deed, the Issuer Trustee:

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

                         (b)  covenants for the benefit of each Noteholder:

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

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

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

                         Subject to this deed (and in the case of the Class
                         A-1 Notes and the Class A-3 Notes, the Class A Note
                         Conditions), no amount of principal will be paid in
                         respect of a Note in excess of the Invested Amount of
                         that Note.

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

Transfer and Transmission of Notes
                    8.12 (a)  (Transfer of A$ Notes in accordance with
                              Corporations Act): A Noteholder is only entitled
                              to transfer an A$ Note if the offer of the A$
                              Note for sale, or the invitation to purchase the
                              A$ Note, to the proposed transferee by the
                              Noteholder is an offer or invitation that does
                              not need disclosure to investors under Part 6D.2
                              of Chapter 6 of the Corporations Act and
                              otherwise complies with the Corporations Act and
                              if the transfer of the A$ Note complies with
                              Schedule 2.

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

Taxation
                    8.13 All payments in respect of the Notes will be made
                         without withholding or deduction for, or on account
                         of, any present or future taxes, duties or charges of
                         whatsoever nature unless the Issuer Trustee (or, in
                         the case of the Class A-1 Notes and Class A-3 Notes,
                         any Paying Agent) is required by any applicable law
                         to make such a withholding or deduction. In that
                         event the Issuer Trustee (or, in the case of the
                         Class A-1 Notes and Class A-3 Notes, any Paying
                         Agent) will, after making


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                                                                            40
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                         such withholding or deduction, account to the
                         relevant authorities for the amount so required to be
                         withheld or deducted. Neither the Issuer Trustee nor
                         any such Paying Agent will be obliged to make any
                         additional payments in respect of the relevant Notes
                         in relation to the withholding or deduction.
                         Immediately after becoming aware that such a
                         withholding or deduction is or will be required, the
                         Issuer Trustee will notify the Note Trustee or the
                         relevant Noteholders in the manner required by the
                         Transaction Documents.

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

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

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

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

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

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


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                                                                            41
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Redemption for Taxation or Other Reasons
                    8.17 (a)  If the Global Trust Manager satisfies the Issuer
                              Trustee (and, in the case of the Class A-1 Notes
                              and Class A-3 Notes, the Note Trustee)
                              immediately prior to giving the direction
                              referred to below that by virtue of either a
                              change in law of the Commonwealth of Australia
                              or any of its political subdivisions or any of
                              its authorities or any other jurisdiction to
                              which the Issuer Trustee becomes subject (a
                              "Relevant Jurisdiction"), or a change in the
                              application or official interpretation thereof,
                              from that in effect on the Closing Date, either:

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

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

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

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


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                                                                            42
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                         (c)  This clause is subject to the Class A Note
                              Conditions in respect of the Class A-1 Notes and
                              the Class A-3 Notes.

                    8.18 For the purpose of any redemption under clauses 8.16
                         and 8.17, the Issuer Trustee may rely on any
                         certificate from an Authorised Person of the Global
                         Trust Manager that the Issuer Trustee will be in a
                         position to repay the Notes at their then Invested
                         Amount or Stated Amount (without double counting), as
                         applicable, together with all accrued but unpaid
                         interest to (but excluding) the date of redemption
                         and to discharge all its liabilities in respect of
                         amounts which are required under the Master Security
                         Trust Deed and this deed to be paid in priority to or
                         equally with the Notes as if the Deed of Charge in
                         respect of the Trust were enforced.

9    Conditions Precedent
------------------------------------------------------------------------------
Conditions precedent to the issue of Notes
                    9.1  The obligation of the Issuer Trustee to issue Notes
                         is subject to:

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

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

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

                         (d)  (Legal Opinions) receipt by the Global Trust
                              Manager of:

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

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

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


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                                                                            43
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                              (iv) a legal opinion from Emmett, Marvin
                                   and Martin LLP as to the due execution by
                                   The Bank of New York of the Transaction
                                   Documents to which it is a party and
                                   Emmett, Marvin and Martin LLP in relation
                                   to the obligations of The Bank of New York
                                   under the Transaction Documents to which it
                                   is bound; and

                              (v)  a legal opinion in respect of each
                                   Currency Swap Provider, in relation to the
                                   due execution, validity and enforceability
                                   of the obligations under the relevant
                                   Currency Swaps.

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

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

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

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

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

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

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

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

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


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                                                                            44
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                              (ii) the constitution or other constituent
                                   documents of it; or

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

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

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

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

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

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

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

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

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

                         (c)  (sole Issuer Trustee) it is the sole trustee
                              of the Trust;

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

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

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

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

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


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                                                                            45
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                         (b)  without set-off, counterclaim or other
                              deduction; and

                         (c) in accordance with this deed.

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


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                                                                            46
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PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS

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

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

                         (b)  Until such time that the Servicer notifies
                              the Trustee and the Global Trust Manager in
                              writing that it has terminated its obligations
                              under this paragraph, the Servicer agrees to
                              transfer to the Collections Account, on the
                              Payment Date on which Collections are deposited
                              into the Collections Account under clause
                              12.2(a), an additional amount calculated as
                              interest on such Collections. Any such interest
                              is to be calculated by the Servicer in its
                              absolute discretion on the daily balance of
                              Collections held by the Servicer during the
                              immediately preceding Collection Period and at a
                              rate determined on a daily basis at the rate
                              equal to the 90 day moving average of the 90 day
                              Bank Bill Rate determined by the Servicer in its
                              sole discretion.

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

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

Servicer's Collections
                    12.5 The Issuer Trustee irrevocably authorises the
                         Servicer to deduct from any amount received from a
                         Debtor in respect of, in


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                                                                            47
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                         relation to or in connection with, a Purchased
                         Mortgage Loan, the amount of any Servicer's
                         Collections and for the Servicer to retain that
                         amount for its own account.

13   Termination of the Swaps and Application of Threshold Rate
------------------------------------------------------------------------------
Calculation of Threshold Rate
                    13.1 The Global Trust Manager shall, on each Payment Date
                         after the date on which the Basis Swap is terminated
                         and not replaced in the manner contemplated by clause
                         13.2(a)(i), and on any other date required by the
                         Transaction Documents:

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

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

Termination of Basis Swap or Fixed Rate Swap
                    13.2 If, at any time, the Basis Swap or the Fixed Rate
                         Swap terminates due to the default or failure to
                         perform by the Basis Swap Provider or the Fixed Rate
                         Swap Provider (as the case may be), the Global Trust
                         Manager and the Issuer Trustee must endeavour to:

                         (a)  in the case of the Basis Swap:

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

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

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

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

                              (i)  (in the case of the Issuer Trustee, to
                                   the extent that the Global Trust Manager
                                   has made appropriate arrangements to ensure
                                   that it is possible for the Issuer Trustee
                                   to) immediately enter into a replacement
                                   swap


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                                                                            48
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                                   on substantially similar terms and with a
                                   counterparty acceptable to each Current
                                   Rating Agency; or

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

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

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

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

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

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

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


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

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

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

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

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

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

                              (v)  payable as interest by a Debtor on a
                                   Redraw from the date on which the relevant
                                   Redraw was provided by the Seller;

                              (vi) received from the Seller or the
                                   Servicer in respect of a breach of a
                                   representation or warranty contained in the
                                   Transaction Documents in respect of a
                                   Purchased Mortgage Loan or under any
                                   obligation to indemnify or reimburse the
                                   Issuer Trustee; and

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

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

                         (c)  any Non-Collection Fee to be received by the
                              Issuer Trustee on the Business Day immediately
                              preceding the next Payment Date.

Calculation of Available Income
                    14.4 On each Determination Date, the Available Income is
                         calculated by the Global Trust Manager (without
                         double counting) as follows:

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

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

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


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                                                                            50
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                         (d)  any net payments due to be received by the
                              Issuer Trustee under the Fixed Rate Swap or the
                              Basis Swap on the next Payment Date; plus

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

                         (f)  any amounts applied as Available Income on
                              that Determination Date under clauses
                              25.2(c)(ii) or 25.3(d).

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

                         (a)  the Payment Shortfall; and

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

                         and apply it towards the Payment Shortfall.

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

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

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

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

Calculation and application of Total Available Income
                    14.7 On each Determination Date, the Total Available
                         Income is calculated as the aggregate of:

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

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

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

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


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

                         (a)  first, at the Global Trust Manager's
                              discretion, up to $100 to each Residual Income
                              Unitholder;

                         (b)  second, pari passu and rateably:

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

                              (ii) to the Seller, where Prepayment
                                   Benefits are credited to any Debtor's
                                   account during the Collection Period
                                   immediately preceding that Payment Date,
                                   the lesser of:

                                   (A)  the aggregate of all such
                                        Prepayment Benefits credited to
                                        Debtors' accounts in that Collection
                                        Period; and

                                   (B)  any Total Break Amount (as defined
                                        in the Fixed Swap) paid by the Fixed
                                        Rate Swap Provider to the Issuer
                                        Trustee on that Payment Date;

                         (c)  third, pari passu and rateably:

                              (i)  any Taxes payable in relation to the
                                   Trust for the Collection Period immediately
                                   preceding that Payment Date (after the
                                   application of the balance of the Tax
                                   Account towards payment of such Taxes);

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

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

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

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

                              (vi) the Note Trustee's fee payable on that
                                   Payment Date;

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


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                                                                            52
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                            (viii) any other Expenses of the Trust
                                   incurred during the Collection Period
                                   immediately preceding that Payment Date;

                         (d) fourth, pari passu and rateably:

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

                              (ii) any net amount payable by the Issuer
                                   Trustee on that Payment Date under the
                                   Fixed Rate Swap (including any break costs
                                   but only to the extent the Issuer Trustee
                                   has recovered the applicable Prepayment
                                   Costs in respect of the relevant Purchased
                                   Mortgage Loan from the related Debtor or
                                   the applicable Non-Collection Fee in
                                   respect of the relevant Purchased Mortgage
                                   Loan from the Servicer);

                             (iii) any net amount payable by the Issuer
                                   Trustee on that Payment Date under the
                                   Basis Swap;

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

                         (f)  sixth, pari passu and rateably:

                              (i)  to each US$ Class A-1 Currency Swap
                                   Provider, such amount of the A$ Class A-1
                                   Interest Amount for the Interest Period
                                   ending on (but excluding) that Payment Date
                                   as is payable to the US$ Class A-1 Currency
                                   Swap Provider on that Payment Date in
                                   accordance with the relevant US$ Class A-1
                                   Currency Swap and any unpaid A$ Class A-1
                                   Interest Amounts in respect of preceding
                                   Interest Periods;

                              (ii) the A$ Note Interest Amount for the
                                   Class A-2 Notes for the Interest Period
                                   ending on (but excluding) that Payment Date
                                   and any unpaid A$ Note Interest Amounts for
                                   the Class A-2 Notes in respect of preceding
                                   Interest Periods;

                             (iii) to each (euro) Class A-3 Currency
                                   Swap Provider, such amount of the A$ Class
                                   A-3 Interest Amount for the Interest Period
                                   ending on (but excluding) the Payment Date
                                   as is payable to the (euro) Class A-3
                                   Currency Swap Provider on the Payment Date
                                   in accordance with the relevant (euro)
                                   Class A-3 Currency Swap and any unpaid A$
                                   Class A-3 Interest Amounts in respect of
                                   the preceding Interest Periods;

                              (iv) the A$ Note Interest Amount for the
                                   Redraw Notes for the Interest Period ending
                                   on (but excluding) that Payment Date and
                                   any unpaid A$ Note Interest


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                                                                            53
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                                   Amounts for the Redraw Notes in respect of
                                   preceding Interest Periods;

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

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

                         (g)  seventh, the A$ Note Interest Amount for the
                              Class B Notes for the Interest Period ending on
                              (but excluding) that Payment Date and any unpaid
                              A$ Note Interest Amounts for the Class B Notes
                              in respect of preceding Interest Periods;

                         (h)  eighth, to retain in the Tax Account an
                              amount equal to the Tax Shortfall (if any) in
                              respect of that Payment Date.

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

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

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

                         (a)  first, as an allocation to Principal
                              Collections, an amount equal to the aggregate of
                              any Principal Charge-Offs (calculated on that
                              Determination Date and in respect of the
                              immediately preceding Collection Period) to the
                              Class A Notes, the Redraw Notes and the Redraw
                              Facility;

                         (b)  second, as an allocation to Principal
                              Collections, an amount equal to the aggregate of
                              any Carryover Principal Charge-Offs (calculated
                              in respect of previous Determination Dates which
                              have not been reimbursed on or before that
                              Payment Date ) to the Class A Notes, the Redraw
                              Notes and the Redraw Facility;

                         (c)  third, as an allocation to Principal
                              Collections, first an amount equal to any
                              Principal Charge-Offs and then, an amount equal
                              to any Carryover Principal Charge-Offs (in each
                              case calculated in respect of previous
                              Determination Dates which


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                                                                            54
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                              have not been reimbursed on or before that
                              Payment Date ) to the Class B Notes;

                         (d)  fourth, as an allocation to Principal
                              Collections, all Principal Draws which have not
                              been repaid as at that Payment Date;

                         (e)  fifth, any break costs payable by the Issuer
                              Trustee to the Fixed Rate Swap Provider under
                              the Fixed Rate Swap (to the extent not
                              previously paid);

                         (f)  sixth, pari passu and rateably, any
                              outstanding break costs payable by the Trustee
                              to a Currency Swap Provider under a Currency
                              Swap Agreement (to the extent not previously
                              paid from any premium received from a
                              replacement Currency Swap Provider in respect of
                              the relevant Currency Swap in accordance with
                              clause 14.20);

                         (g)  seventh, to the Residual Income Unitholder
                              in respect of any Residual Income Unit being
                              redeemed under clause 3.6(g), towards the
                              redemption price payable in respect of the
                              relevant Residual Income Unit;

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

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

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

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

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

                             (iii) any Excess Available Income to be
                                   applied on the Payment Date immediately
                                   following that Determination Date under
                                   clause 14.10(a) or clause 14.10(c) towards
                                   Principal Charge-Offs;

                              (iv) any Excess Available Income to be
                                   applied on the Payment Date immediately
                                   following that Determination Date under
                                   clause 14.10(b) or clause 14.10(c) towards
                                   Carryover Principal Charge-Offs;


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                                                                            55
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                              (v)  any Excess Available Income to be
                                   applied on the Payment Date immediately
                                   following that Determination Date under
                                   clause 14.10(d) towards repayment of
                                   Principal Draws;

                              (vi) the issue proceeds of any Redraw Notes
                                   to be issued on the Payment Date
                                   immediately following that Determination
                                   Date in accordance with clause 8.3; and

                             (vii) in respect of the first Determination
                                   Date only, any amount received by the
                                   Issuer Trustee upon the initial issue of
                                   Notes in excess of the Purchase Price of
                                   Purchased Mortgage Loans,

                         less the sum of:

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

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

Redraw Shortfall
                   14.12 If the Global Trust Manager determines on any
                         Determination Date that there is a Redraw Shortfall,
                         the Global Trust Manager must direct the Issuer
                         Trustee in writing to request from the Redraw
                         Facility Provider, in accordance with the Redraw
                         Facility Agreement, a Redraw Drawing under the Redraw
                         Facility Agreement on the immediately following
                         Payment Date in an amount equal to the lesser of:

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

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

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

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

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

                         (b)  second, an amount equal to the Redraw
                              Principal Outstanding (as calculated on the
                              Determination Date immediately preceding that
                              Payment Date but excluding any Redraw Drawings
                              to be made on that Payment Date and any Redraw


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                                                                            56
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                              Principal to be paid on that Payment Date under
                              clause 14.14(b)) will be allocated to the Redraw
                              Principal to be applied in accordance with
                              clause 14.14(b) on that Payment Date;

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

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

                         (e)  fifth, pari passu and rateably, to:

                              (i)  the A$ Class A-1 Principal to be
                                   applied in accordance with clause
                                   14.14(a)(i) on that Payment Date;

                              (ii) the Class A-2 Principal to be applied
                                   in accordance with clause 14.14(a)(ii) on
                                   that Payment Date; and

                             (iii) the A$ Class A-3 Principal to be
                                   applied in accordance with clause
                                   14.14(a)(iii) on that Payment Date;

                         (f)  sixth, to the Class B Principal to be
                              applied in accordance with clause 14.14(d) on
                              that Payment Date; and

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

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

Payments of Principal on the Notes and to the Redraw Facility Provider
                   14.14 On each Payment Date prior to the occurrence of an
                         Event of Default, the Issuer Trustee must, in
                         accordance with the directions given by the Global
                         Trust Manager and subject to the payment priority
                         provided for in clause 14.13, pay:

                         (a)  pari passu and rateably:

                              (i)  (A$ Class A-1 Principal) the A$ Class
                                   A-1 Principal payable for that Payment Date
                                   to each US$ Class A-1 Currency Swap
                                   Provider in accordance with Condition
                                   7.2(a) of the Class A Note Conditions and
                                   the terms of the relevant US$ Class A-1
                                   Currency Swap;

                              (ii) (Class A-2 Principal) the Class A-2
                                   Principal payable for that Payment Date,
                                   pari passu and rateably amongst the Class
                                   A-2 Notes until the Aggregate Stated


                                                                            57
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                                   Amount of the Class A-2 Notes (as
                                   calculated on the Determination Date
                                   immediately preceding that Payment Date but
                                   without doubling counting amounts to be
                                   paid under this clause 14.14(a)(ii) on that
                                   Payment Date) is reduced to zero;

                             (iii) (A$ Class A-3 Principal) the A$ Class
                                   A-3 Principal payable for that Payment Date
                                   to each (euro) Class A-3 Currency Swap
                                   Provider in accordance with condition
                                   7.2(a) of the Class A Note Conditions and
                                   on the terms of the relevant (euro) Class
                                   A-3 Currency Swap;

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

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

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

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

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


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                                                                            58
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                         (d)  (Class B Principal) the Class B Principal
                              payable for that Payment Date, pari passu and
                              rateably amongst the Class B Notes until the
                              Aggregate Stated Amount of the Class B Notes (as
                              calculated on the Determination Date immediately
                              preceding that Payment Date but without double
                              counting amounts to be paid under this clause
                              14.14(d) on that Payment Date) is reduced to
                              zero.

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

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

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

                              (i)  the Class A-1 Notes until the amount so
                                   allocated equals the Aggregate Stated
                                   Amount (without double counting) of the
                                   Class A-1 Notes (as at that Determination
                                   Date);

                              (ii) the Class A-2 Notes until the amount
                                   so allocated equals the Aggregate Stated
                                   Amount (without double counting) of the
                                   Class A-2 Notes (as at that Determination
                                   Date);

                            (iii)  the Class A-3 Notes until the amount
                                   so allocated equals the Aggregate Stated
                                   Amount (without double counting) of Class
                                   A-3 Notes (as at that Determination Date);

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

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

Carryover Principal Charge-Offs
                   14.15 If, on any Determination Date, the Principal
                         Charge-Offs for the immediately preceding Collection
                         Period exceed the amount of the Excess Available
                         Income available for allocation to Principal
                         Charge-Offs under clause 14.10(a) or clause 14.10(c)
                         on that Determination


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                                                                            59
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                         Date, the Global Trust Manager must, on and with
                         effect from the next Payment Date:

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

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

                              (i)  the Aggregate Stated Amount of the
                                   Class A-1 Notes by the amount of that
                                   excess until the Aggregate Stated Amount of
                                   the Class A-1 Notes (as at that
                                   Determination Date) is reduced to zero;

                              (ii) the Aggregate Stated Amount of the
                                   Class A-2 Notes by the amount of that
                                   excess until the Aggregate Stated Amount of
                                   the Class A-2 Notes (as at that
                                   Determination Date) is reduced to zero;

                             (iii) the Aggregated Stated Amount of the
                                   Class A-3 Notes by the amount of that
                                   excess until the Aggregate Stated Amount of
                                   the Class A-3 Notes (as at that
                                   Determination Date) is reduced to zero;

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

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

                         (each a "Carryover Principal Charge-Off").

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

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


                                                                            60
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                              Aggregate Stated Amount of the Redraw Notes
                              until it reaches the Total Invested Amount of
                              the Redraw Notes (as at that Determination
                              Date); and

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

Non-Collection Fee
                   14.17 On each Determination Date, the Servicer will, in
                         respect of the immediately preceding Collection
                         Period:

                         (a)  calculate the Non-Collection Fee for that
                              Collection Period; and

                         (b)  where the Non-Collection Fee determined by
                              the Servicer pursuant to paragraph (a) exceeds
                              zero, pay that Non-Collection Fee to the Trustee
                              the Business Day immediately before the next
                              Payment Date and notify the Fixed Rate Swap
                              Provider (with a copy to the Global Trust
                              Manager) of the amount of the Non-Collection Fee
                              and the calculations on which the Servicer's
                              determination of the Non-Collection Fee is
                              based.

Application of proceeds following an Event of Default
                   14.18 Following the occurrence of an Event of Default, the
                         Security Trustee must apply all moneys received by it
                         in respect of the Secured Property in the following
                         order:

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

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

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

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


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                                                                            61
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                         (e)  fifth, to pay the Seller any unpaid Accrued
                              Interest Adjustment;

                         (f)  sixth, to pay rateably:

                              (i)  the Class A Noteholders and any Redraw
                                   Noteholder all other Secured Moneys owing
                                   in relation to the Class A Notes and any
                                   Redraw Notes. This will be applied:

                                   (A)  first, rateably towards all unpaid
                                        interest on the Class A Notes and any
                                        Redraw Notes; and

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

                                   For the purpose of calculating the amount
                                   of Secured Moneys to be distributed to the
                                   Class A-1 Noteholders and Class A-3
                                   Noteholders under this paragraph (f), the
                                   amount owing in relation to the Class A-1
                                   Notes and Class A-3 Notes will be converted
                                   from US$ or, as the case may be, (euro) to
                                   A$ at:

                                        (aa) if an "Early Termination
                                             Event" under a US$ Class A-1
                                             Currency Swap or a (euro) Class
                                             A-3 Currency Swap (as the case
                                             may be) has not been designated,
                                             the A$ Exchange Rate multiplied
                                             by the aggregate Secured Money
                                             (in US$ or (euro), as the case
                                             may be) of the Class A-1 Notes or
                                             the Class A-3 Notes (as the case
                                             may be); or

                                        (ab) if an "Early Termination
                                             Event" under a US$ Class A-1
                                             Currency Swap or a (euro) Class
                                             A-3 Currency Swap (as the case
                                             may be) has been designated, the
                                             spot rate of exchange advised to
                                             the Security Trustee by the
                                             Global Trust Manager which is
                                             used for the calculation of
                                             amounts payable on the occurrence
                                             of an "Early Termination Date"
                                             under the relevant US$ Class A-1
                                             Currency Swap or the relevant
                                             (euro) Class A-3 Currency Swap
                                             (as the case may be) multiplied
                                             by the aggregate Secured Money
                                             (in US$ or (euro), as the case
                                             may be) of the Class A-1 Notes or
                                             the Class A-3 Notes (as the case
                                             may be);

                                   Any amount to be paid to the Class A-1
                                   Noteholders and Class A-3 Noteholders must
                                   be made in US$ or (euro), as the case may
                                   be. The Security Trustee must convert all
                                   amounts


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                                                                            62
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                                   in A$ payable to the Class A-1 Noteholders
                                   and Class A-3 Noteholders:

                                   (1) under paragraph (aa), at the A$
                                       Exchange Rate; and

                                   (2) under paragraph (ab), at spot rate of
                                       exchange it is able to acquire US$ or
                                       (euro), as the case may be, in the spot
                                       foreign exchange market at that time;
                                       and

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

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

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

                              (v)  all other Secured Moneys owing to each
                                   Interest Swap Provider;

                         (g)  seventh, to pay rateably to the Class A
                              Noteholders, any Redraw Noteholder and the
                              Redraw Facility Provider, all unreimbursed
                              Principal Charge-Offs and Carryover Principal
                              Charge-Offs constituting remaining Secured
                              Moneys owing in respect of the Class A Notes,
                              any Redraw Notes and the Redraw Facility. Any
                              amount to be paid to the Class A-1 Noteholders
                              and Class A-3 Noteholders must be made in US$ or
                              (euro), as the case may be. The Security Trustee
                              must convert all amounts in A$ payable to the
                              Class A-1 Noteholders and Class A-3 Noteholders
                              under this paragraph at the relevant A$ Exchange
                              Rate;

                          (h) eighth, to pay rateably to the Class A
                              Noteholders, any Redraw Noteholder and the
                              Redraw Facility Provider, all unreimbursed
                              Principal Charge-Offs and Carryover Principal
                              Charge-Offs. Any amount to be paid to the Class
                              A-1 Noteholders and Class A-3 Noteholders must
                              be made in US$ or (euro), as the case may be.
                              The Security Trustee must convert all amounts in
                              A$ payable to the Class A-1 Noteholders and
                              Class A-3 Noteholders under this paragraph at
                              spot rate of exchange it is able to acquire US$
                              or (euro), as the case may be, in the spot
                              foreign exchange market at that time;

                          (i) ninth, if there are still Secured Moneys
                              owing in respect of the Class A-1 Notes and the
                              Class A-3 Notes, after the application of the
                              preceding paragraphs, to pay rateably the
                              remaining Secured Moneys owing in relation to
                              the Class A-1 Notes and the Class A-3 Notes. Any
                              amount to be paid to the Class A-1 Noteholders
                              and Class A-3 Noteholders must be made in US$ or
                              (euro), as the case may be. The Security Trustee
                              must convert all amounts in A$ payable to the
                              Class A-1 Noteholders and Class A-3 Noteholders
                              under this paragraph at spot rate of exchange


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                                                                            63
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                              it is able to acquire US$ or (euro), as the case
                              may be, in the spot foreign exchange market at
                              that time;

                          (j) tenth, equally to the Class B Noteholders to
                              be applied:

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

                              (B)  second, rateably to reduce the
                                   aggregate Invested Amount of the Class B
                                   Notes;

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

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

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

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

Currency Swap Provider break costs
                   14.20 The Issuer Trustee will apply any premium received
                         by it from a replacement Currency Swap Provider in
                         respect of a Currency Swap towards paying any break
                         costs payable by the Trustee under the relevant
                         Currency Swap Agreement. Any such payment will be
                         made by the Issuer Trustee, at the direction of the
                         Global Trust Manager, to the relevant Currency Swap
                         Provider upon receipt of such amount by the Issuer
                         Trustee.

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

                         (a)  the Finance Charge Collections;

                         (b)  the Other Income;


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                                                                            63
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                         (c)  the Mortgage Insurance Interest Proceeds;

                         (d)  the Available Income;

                         (e)  the Total Available Income;

                         (f)  the Principal Draw, if any;

                         (g)  the Liquidity Draw, if any;

                         (h)  the Expenses of the Trust;

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

                         (j)  the Excess Available Income;

                         (k)  the Principal Collections;

                         (l)  the Redraw Shortfall (if any);

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

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

                         (o)  the Extraordinary Expenses, if any;

                         (p)  the Enforcement Expenses, if any;

                         (q)  the Tax Shortfall (if any);

                         (r)  the Tax Amount (if any); and

                         (s)  any other relevant determinations.

                    15.2 The Global Trust Manager must:

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

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

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

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

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

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


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16   Global Trust Manager, Issuer Trustee and Servicer Fees
------------------------------------------------------------------------------
Global Trust Manager's fee
                    16.1 For the purposes of clause 26.1 of the Master Trust
                         Deed, and in consideration of the Global Trust
                         Manager performing its function and duties in respect
                         of the Trust, it will be paid a fee by the Issuer
                         Trustee from the Trust quarterly in arrears on each
                         Payment Date equal to the product of:

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

                         (b)  0.05% per annum or such other rate as is
                              agreed by the Global Trust Manager and the
                              Issuer Trustee from time to time, notice of
                              which must be sent by the Global Trust Manager
                              to each Current Rating Agency; and

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

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

                         The fee shall accrue due from day to day.

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

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

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

                         (b)  0.35% per annum or such other rate as is
                              agreed by the Global Trust Manager, the Issuer
                              Trustee and the Servicer from time to time,
                              notice of which must be sent by the Global Trust
                              Manager to each Current Rating Agency; and

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


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                                                                            66
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                              provided that the fee payable to the Servicer in
                              respect of the first period shall be calculated
                              with respect to the number of days between the
                              Closing Date and the first Payment Date and
                              based on the aggregate Outstanding Principal
                              Balance of all Housing Loans comprising part of
                              the Purchased Mortgage Loans as at the Cut-off
                              Date.

                              That fee shall accrue due from day to day.

Fee and GST
                    16.4 (a)  The fees payable to the Issuer Trustee, the
                              Global Trust Manager and the Servicer are
                              inclusive of GST;

                         (b)  Each supplier will provide the corresponding
                              recipient with any reasonable documentation
                              required for GST purposes so as to enable the
                              relevant recipient to receive an input tax
                              credit or tax refund for tax purposes.


<PAGE>


                                                                            67
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PART 5 - GENERAL

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

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

                              (b)  must be in writing; and

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

                                   Issuer Trustee:

                                   Address:      Level 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

                                   Security 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

                                   Seller:

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

                                   Servicer:


<PAGE>
                                                                            68
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                                   Address:      Level 1
                                                 120 Spencer Street
                                                 Melbourne  Vic  3000
                                   Facsimile:    (61 3) 9601 7600
                                   Attention:    Head of Servicing and Head of
                                                 Securitisation

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

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

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

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

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

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

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

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

                              (a)  (claim must be in writing) a written notice
                                   of a claim for damages must be provided to
                                   the relevant party by the Issuer Trustee;

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

                              (c)  (Issuer Trustee must act on instructions)
                                   the Issuer Trustee in preparing a notice in
                                   accordance with clauses 19.1(a) and (b)
                                   will act on the instructions of the Global
                                   Trust Manager (in


<PAGE>
                                                                            69
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                                   the case of a claim against the Seller or
                                   the Servicer) or take expert advice, if
                                   necessary (in the case of a claim against
                                   the Global Trust Manager).

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

20   Miscellaneous
------------------------------------------------------------------------------
Certificate
                    20.1      A certificate signed by the Issuer Trustee or
                              its solicitors about a matter or about a sum
                              payable to the Issuer Trustee in connection with
                              this deed is sufficient evidence of the matter
                              or sum stated in the certificate unless the
                              matter or sum is proved to be false.

Exercise of rights
                    20.2      The Issuer Trustee or an attorney appointed
                              under this deed may exercise a right, power or
                              remedy at its discretion, and separately or
                              concurrently with another right, power or
                              remedy. A single or partial exercise of a right,
                              power or remedy by the Issuer Trustee does not
                              prevent a further exercise of that or an
                              exercise of any other right, power or remedy.
                              Failure by the Issuer Trustee to exercise or
                              delay in exercising a right, power or remedy
                              does not prevent its exercise. The Issuer
                              Trustee is not liable for any loss caused by its
                              exercise, attempted exercise, failure to
                              exercise or delay in exercising it except in the
                              case of the Issuer Trustee, its negligence,
                              fraud or breach of trust.

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

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

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


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                                                                            70
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Remedies cumulative
                    20.6      The rights, powers and remedies provided in this
                              deed are cumulative with and not exclusive of
                              the rights, powers or remedies provided by law
                              independently of this deed.

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

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

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

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

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

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

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

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

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


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                                                                            71
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Signatures
                    20.14     The Issuer Trustee and the Global Trust Manager
                              may rely on the validity of any signature on any
                              transfer, form of application or other
                              instrument or document unless the Issuer Trustee
                              or the Global Trust Manager (as the case may be)
                              has reasonable grounds to believe that the
                              signature is not genuine. Neither the Issuer
                              Trustee nor the Global Trust Manager is liable
                              to make good out of its own funds any loss
                              incurred by any person if a signature is forged
                              or otherwise fails to bind the person whose
                              signature it purports to be or on whose behalf
                              it purports to be made. Any such loss, subject
                              to any right of reimbursement from any other
                              person (including the Global Trust Manager) is
                              to be borne by the relevant Trust in respect of
                              which the loss is incurred.

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

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

Service
                    21.3      Without preventing any other mode of service,
                              any document in an action (including, without
                              limitation, any writ of summons or other
                              originating process or any third or other party
                              notice) may be served on any party by being
                              delivered to or left for that party at its
                              address for service of notices under clause 17.

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

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


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Declaration of Trust
                    23.2      The Issuer Trustee declares that it will hold
                              all its right, title and interest in the Seller
                              Trust Assets of the Seller Trust on bare trust
                              for the Seller.

                    23.3      With respect to:

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

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

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

Dealing with assets
                    23.5      Subject to the terms of this deed:

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

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

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

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

Treatment of Shared Collateral
                    23.6      Where:

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

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

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


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

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

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

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

                              For the avoidance of doubt, the Seller
                              acknowledges that:

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

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

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

Proceeds

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

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


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Claw-Back

                    23.9      The Seller must immediately pay to or at the
                              direction of the Issuer Trustee any payments
                              made erroneously by the Issuer Trustee to the
                              Seller under clause 23.8.

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

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

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

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

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

Transfer
                    23.14     If:

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

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


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

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

Shared Securities

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

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

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

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

                              (a)  (make a Seller Deposit): as a prepayment of
                                   its obligations pursuant to clause 24.1,
                                   pay to the Issuer Trustee the amount of any
                                   set-off that may thereafter be exercised
                                   against the Seller, deposit or maintain in
                                   an account ("Set-Off Account") with an


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                                   Eligible Bank which has a short term credit
                                   rating of A-1+ from S&P (which may be the
                                   Collections Account while the holder of the
                                   Collections Account is rated in this
                                   manner) on each Payment Date thereafter
                                   (after giving effect to the payments to be
                                   made on that Payment Date) an amount which
                                   is the greater of the following ("Seller
                                   Deposit"):

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

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

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

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

Reduction or increase of Seller Deposit
                    24.3      If on a Payment Date to which clause 24.2
                              applies:

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

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


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                                   amount of the Seller Deposit on that
                                   Payment Date and the existing amount of the
                                   Seller Deposit.

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

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

Termination of Trust or Amendments to Mortgage Loans
                    24.6      On the earlier of:

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

                              (b)  the Termination Date; and

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

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

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


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

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

25   Tax Reform
------------------------------------------------------------------------------
                         25.1     The parties acknowledge that:

                              (a)  the Commonwealth Government has announced
                                   its intention to take steps to avoid tax
                                   abusive trusts which may include taxing
                                   some trusts as companies;

                              (b)  under the New Business Tax System
                                   (Consolidation) Act (No. 1) 2002, if the
                                   Trust becomes a member of a consolidated
                                   group of companies and trusts for tax
                                   purposes ("Consolidated Group"), the Issuer
                                   Trustee could be liable for all, or a
                                   share, of a tax-related liability of the
                                   head company of that consolidated group
                                   ("Group Tax Liability") if:

                                   (i)  the head company of the consolidated
                                        tax group does not pay that Group Tax
                                        Liability by the time it becomes due
                                        and payable; and

                                   (ii) that Group Tax Liability is not
                                        covered by a tax sharing agreement
                                        which complies with the requirements
                                        set out in any regulations, and is in
                                        accordance with any guidelines
                                        published by the Commissioner of
                                        Taxation concerning what is a
                                        reasonable allocation of group tax
                                        liabilities of a consolidated tax
                                        group among certain members of that
                                        group, or is otherwise accepted by the
                                        Commissioner of Taxation as being such
                                        a reasonable allocation ("Tax Sharing
                                        Agreement");

                              (c)  it is in the interest of all parties,
                                   including the Issuer Trustee, the
                                   Noteholders, any other Secured Creditors
                                   and the holder of any Unit, that:

                                   (i)  the Issuer Trustee always be in a
                                        position to pay any tax liability when
                                        due; and

                                   (ii) the payment of tax by the Issuer
                                        Trustee must not affect the amount of
                                        principal or interest payable on the
                                        Notes or the timing of such payments.

                    25.2      The Global Trust Manager must promptly advise
                              the Issuer Trustee if the Trust becomes a member
                              of a Consolidated Group and if the


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                              Global Trust Manager considers the Issuer Trustee
                              would, but for the actions taken at either
                              paragraphs (a) or (b) below, be liable for any
                              Group Tax Liability:

                              (a)  the Global Trust Manager shall procure that
                                   the head company of such Consolidated Group
                                   will ensure that the Group Tax Liabilities
                                   of the Consolidated Group are covered by a
                                   Tax Sharing Agreement which provides for an
                                   allocation of the Consolidated Group's tax
                                   liabilities to the Trust that is acceptable
                                   to the Issuer Trustee acting reasonably in
                                   the circumstances (and the Issuer Trustee
                                   acknowledges that a nil allocation of the
                                   Consolidated Group's tax liabilities will
                                   be acceptable to it) and shall provide
                                   evidence of such a Tax Sharing Agreement
                                   being in place:

                                   (i)  at the time the Trust becomes a member
                                        of the Consolidated Group; and

                                   (ii) on each occasion that there is any
                                        alteration, amendment or replacement
                                        of a Tax Sharing Agreement covering
                                        the tax liabilities of the
                                        Consolidated Group;

                              (b)  if the head company of that Consolidated
                                   Group does not at the time the Trust
                                   becomes a member of the Consolidated Group,
                                   or at any subsequent time, provide evidence
                                   to the satisfaction of the Issuer Trustee
                                   (which may rely upon the advice of tax
                                   lawyers, among others) that the Group Tax
                                   liabilities of the Consolidated Group are
                                   covered by a Tax Sharing Agreement, that
                                   apportions those tax liabilities to the
                                   Issuer Trustee on a basis acceptable to the
                                   Issuer Trustee (and the Issuer Trustee
                                   acknowledges that a nil allocation of the
                                   Group Tax Liabilities will be acceptable to
                                   it) then the Global Trust Manager shall, as
                                   soon as is practicable, take steps to
                                   ensure that the Trust ceases to be a member
                                   of that Consolidated Group, which may
                                   include issuing (or directing the Issuer
                                   Trustee to issue) additional Units in the
                                   Trust to an entity which is not a member of
                                   the Consolidated Group;

                               (c) in respect of any period that the Trust is
                                   a member of the Consolidated Group either
                                   as contemplated in paragraph (a) above or
                                   prior to any deconsolidation contemplated
                                   in paragraph (b) above, the Global Trust
                                   Manager shall promptly consult with the
                                   Issuer Trustee to determine what changes,
                                   if any, are necessary to the cashflow
                                   allocation methodology specified in clause
                                   14 (which may not include changes to the
                                   amounts of any fees payable by the Issuer
                                   Trustee without the consent of the relevant
                                   recipient and confirmation from each
                                   Current Rating Agency that any such change
                                   will not give rise to an Adverse Rating
                                   Event) in the relevant amending deed and/or
                                   the Transaction Documents to achieve the
                                   objective referred to in clause 25.1(c)
                                   (the "Objective") and:

                                   (i)  the Global Trust Manager shall, as
                                        soon as practicable, provide a written
                                        recommendation to the Issuer

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                                        Trustee and a draft amending deed
                                        ("Consolidations Amending Deed") that
                                        if executed will achieve the Objective;
                                        and

                                   (ii) upon the Issuer Trustee being notified
                                        that the draft Consolidations Amending
                                        Deed will achieve the Objective (and
                                        in this regard the Issuer Trustee may
                                        rely (amongst others) upon the advice
                                        of tax lawyers) the Issuer Trustee and
                                        the Global Trust Manager shall execute
                                        the Consolidations Amending Deed and,
                                        subject to the terms of the tax
                                        advice, the Global Trust Manager must
                                        direct the Issuer Trustee to apply the
                                        balance of the Tax Account to the
                                        extent not required to be applied in
                                        paying any Tax as Available Income on
                                        the next Determination Date;

                              (d)  without limiting the operations of
                                   paragraphs (b) and (c), in respect of any
                                   period during which the Trust is a member
                                   of a Consolidated Group, the Global Trust
                                   Manager must:

                                   (i)  direct the Issuer Trustee in writing
                                        to open the Tax Account; and

                                   (ii) on each Payment Date direct the Issuer
                                        Trustee in writing to set aside into
                                        the Tax Account the required Tax
                                        Amount and Tax Shortfall, as
                                        determined by the Global Trust
                                        Manager, from Total Available Funds in
                                        accordance with clause 14.8. The
                                        Global Trust Manager must direct the
                                        Issuer Trustee to apply the funds in
                                        the Tax Account in paying any Tax when
                                        due and payable by the Issuer Trustee
                                        in respect of the Trust;

                              (e)  the Issuer Trustee is entitled to be
                                   indemnified out of the Assets of the Trust
                                   for any liability it incurs if the
                                   Commissioner of Taxation determines that,
                                   despite the measures adopted in paragraphs
                                   (a) and (b) above, the Issuer Trustee has a
                                   liability to any part of the Group Tax
                                   Liabilities of the Consolidated Group that
                                   are not able to be satisfied from the Tax
                                   Account.

                         25.3     If and when draft legislation (other than
                                  draft legislation dealing with the
                                  Consolidation Group rules) is introduced
                                  into Federal Parliament, and the result of
                                  that draft legislation if it becomes law
                                  will be that the Issuer Trustee will become
                                  liable to pay tax on the net income of the
                                  Trust, or any part of it, then:

                              (a)  the Global Trust Manager shall promptly
                                   consult with the Issuer Trustee to
                                   determine what changes, if any, are
                                   necessary to the cashflow allocation
                                   methodology specified in clause 14 (which
                                   may not include changes to the amounts of
                                   any fees payable by the Issuer Trustee
                                   without the consent of the relevant
                                   recipient and confirmation from each
                                   Current Rating Agency that any such change
                                   will not give rise to an Adverse

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                                                                            81
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                                   Rating Event) in the relevant amending deed
                                   and/or the Transaction Documents to achieve
                                   the Objective;

                              (b)  without limiting the operations of
                                   paragraphs (a) and (c) of this clause, the
                                   Global Trust Manager must:

                                   (i)  direct the Issuer Trustee in writing
                                        to open the Tax Account; and

                                   (ii) on each Payment Date direct the Issuer
                                        Trustee in writing to set aside into
                                        the Tax Account the required Tax
                                        Amount and Tax Shortfall, as
                                        determined by the Global Trust
                                        Manager, from Total Available Funds in
                                        accordance with clause 14.8. The
                                        Global Trust Manager must direct the
                                        Issuer Trustee to apply the funds in
                                        the Tax Account in paying any Tax when
                                        due and payable by the Issuer Trustee
                                        in respect of the Trust;

                              (c)  within one month of the draft legislation
                                   being introduced into parliament (or such
                                   longer time as the Issuer Trustee permits)
                                   the Global Trust Manager shall provide a
                                   written recommendation to the Issuer
                                   Trustee and a draft amending deed ("Trusts
                                   Amending Deed") that if executed will
                                   achieve the Objective; and

                              (d)  upon the Issuer Trustee being notified that
                                   the draft Trusts Amending Deed will achieve
                                   the Objective (and in this regard the
                                   Issuer Trustee may rely (amongst others)
                                   upon the advice of tax lawyers) the Issuer
                                   Trustee and the Global Trust Manager shall
                                   execute the Trusts Amending Deed and,
                                   subject to the terms of the tax advice, the
                                   Global Trust Manager must direct the Issuer
                                   Trustee to apply the balance of the Tax
                                   Account to the extent not required to be
                                   applied in paying any Tax as Available
                                   Income on the next Determination Date.

                         25.4     Provided that the Issuer Trustee receives
                                  written advice from an experienced and
                                  reputable tax lawyer or tax accountant to
                                  the effect that if the Cashflow Allocation
                                  Methodology, as amended by the
                                  Consolidations Amending Deed or the Trusts
                                  Amending Deed, is followed the Objective
                                  will be met, and each Designated Rating
                                  Agency confirms that the provisions of the
                                  relevant Amending Deed will not cause a
                                  qualification, downgrade or withdrawal of
                                  any rating assigned to the Notes:

                              (a)  the Issuer Trustee shall not be obliged to
                                   obtain the consent of any Noteholder,
                                   Secured Creditor or any holder of a Units
                                   to the relevant Amending Deed except in the
                                   case of a recipient of a fee if any change
                                   is proposed to the fee payable to that
                                   party, and

                              (b)  subject to its terms, the Consolidations
                                   Amending Deed or Trusts Amending Deed shall
                                   be effective when executed, and may:
<PAGE>
                                                                            82
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                                   (i)  permit the Issuer Trustee to
                                        accumulate a reserve out of moneys
                                        that would otherwise be payable to the
                                        holders of Units; and/or

                                   (ii) provide for Tax to be paid out of
                                        moneys that would otherwise have been
                                        payable to the holders of Units.

26       Amendment to Servicing Agreement
-------------------------------------------------------------------------------
                                  The Issuer Trustee, the Global Trust Manager
                                  and the Servicer agree to amend the
                                  Servicing Agreement by replacing clause 1.2
                                  with:

                                           "Except to the extent to which
                                           words and phrases are otherwise
                                           defined in this agreement, words
                                           and phrases defined in the
                                           Supplemental Deed for the Relevant
                                           Trust or, if not defined in that
                                           deed, the Definitions Schedule
                                           shall bear the same meaning in this
                                           agreement. In the event of any
                                           inconsistency between a definition
                                           in this agreement and a definition
                                           in the Supplemental Deed for the
                                           Relevant Trust or the Definitions
                                           Schedule, the definitions in this
                                           agreement will prevail. Any
                                           amendment to the Definitions
                                           Schedule will only apply to this
                                           agreement if that amendment has
                                           been made in accordance with this
                                           agreement."


EXECUTED as a deed.


<PAGE>
                                                                            83
-------------------------------------------------------------------------------

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

                                           (a)      the name of the Trust;

                                           (b)      the names and addresses of
                                                    the Noteholders;

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

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

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

                                           (f)      the class of Note issued;

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

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

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

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

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

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

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

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

<PAGE>
                                                                            84
-------------------------------------------------------------------------------
Change in information
                                  5        A Noteholder must advise the Issuer
                                           Trustee of any change to the
                                           information noted in the Register
                                           in respect of that Noteholder. Upon
                                           receipt of such advice, the Issuer
                                           Trustee must promptly update the
                                           information contained in the
                                           Register.

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

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

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

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

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

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

Worn out or lost Acknowledgment
                                  12       If an Acknowledgment becomes worn
                                           out or defaced, then upon
                                           production of it to the Issuer
                                           Trustee, a replacement will be
                                           issued. If an Acknowledgment is
                                           lost or destroyed, and

<PAGE>
                                                                            85
-------------------------------------------------------------------------------
                                           upon proof of this to the
                                           satisfaction of the Issuer Trustee
                                           and the provision of such indemnity
                                           as the Issuer Trustee considers
                                           adequate, a replacement
                                           Acknowledgment will be issued. A
                                           fee not exceeding $10 may also be
                                           charged by the Issuer Trustee for
                                           the new Acknowledgment if it so
                                           requires.

Rectification of Register
                                  13       If:

                                           (a)      an entry is omitted from
                                                    the Register;

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

                                           (c)      an entry wrongly exists in
                                                    the Register;

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

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

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





<PAGE>
                                                                            86
-------------------------------------------------------------------------------
Schedule 2                       Transfer of Notes
-------------------------------------------------------------------------------
Form of transfer
                                  1        All transfers of Notes must be in
                                           writing in the form of the transfer
                                           as agreed between the Global Trust
                                           Manager and the Issuer Trustee
                                           ("Transfer Form").

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

Restrictions on transfer
                                  3        A Noteholder is only entitled to
                                           transfer any Notes if:

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

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

Issuer Trustee may refuse to register
                                  4        The Issuer Trustee may refuse to
                                           register any Transfer Form:

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

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

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

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

Registration of transferee
                                  5        Subject to the terms of this
                                           schedule, the Issuer Trustee must
                                           upon receipt of a Transfer Form
                                           register the transferee in the
<PAGE>
                                                                            87
-------------------------------------------------------------------------------

                                           Register. No fee is to be charged
                                           for the registration of any
                                           Transfer Form.

No transfer if Register closed
                                  6        The Issuer Trustee may refuse to
                                           register any Transfer Form for such
                                           period as the Register is closed
                                           for any purpose.

Rights and obligations of transferee
                                  7        Notes are negotiable.  A transferee
                                           of Notes pursuant to this deed has
                                           the following rights and obligations
                                           from the time of registration:

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

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

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

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

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

Form of Acknowledgment
                                  11       Acknowledgments may be engraved,
                                           lithographed or printed and must be
                                           signed, either manually,
                                           mechanically, electronically, by
                                           facsimile or by other means agreed
                                           between
<PAGE>
                                                                            88

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

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

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

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

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

<PAGE>
                                                                            89
-------------------------------------------------------------------------------

Persons entitled on transmission
                                  16       If a Noteholder dies, the Issuer
                                           Trustee and the Global Trust
                                           Manager will recognise only the
                                           survivor or survivors (where the
                                           deceased was a joint holder) or the
                                           administrators (in all other cases)
                                           as having any title to the Notes
                                           registered in the name of the
                                           deceased.

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

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

Rights of transmittee prior to registration
                                  19       A person who becomes entitled to a
                                           Note because of the death,
                                           insolvency, bankruptcy, insanity or
                                           other disability of a Noteholder is
                                           entitled to receive and may give a
                                           discharge for all money payable in
                                           respect of the Notes.



<PAGE>

                                                                            90
-------------------------------------------------------------------------------
Execution page

<TABLE>
<S>                                                        <C>
SIGNED SEALED AND DELIVERED                                /s/ Kate Hamblin
by  Kate Hamblin                                     )     ................
    ---------------------------------------------    )
as attorney for PERPETUAL TRUSTEE COMPANY LIMITED    )     By executing this deed the attorney states that
under power of attorney dated 21 September 2004      )     the attorney has received no notice of
                              -----------------      )     revocation of the power of attorney
in the presence of:                                  )
                                                     )
/s/ Ian Edmonds - Wilson                             )
----------------------------------                   )
Signature of witness                                 )
                                                     )
Ian Edmonds - Wilson                                 )
----------------------------------                   )
Name of witness (block letters)                      )
                                                     )
                                                     )
                                                     )
                                                     )

SIGNED, SEALED AND DELIVERED                               /s/ Michael White
                                                           ..................
by Michael White                                     )     By executing this deed the attorney states that
   ----------------------------------                )     the attorney has received no notice of revocation
as attorney for NATIONAL GLOBAL MBS MANAGER PTY      )     of the power of attorney
LTD under power of attorney dated 21 September       )
2004 in the presence of:                             )
                                                     )
/s/ Jason Elphick                                    )
----------------------------------                   )
Signature of witness                                 )
                                                     )
Jason Elphick                                        )
----------------------------------                   )
Name of witness (block letters)                      )
                                                     )
                                                     )
                                                     )
SIGNED SEALED AND DELIVERED
                                                           /s/ Michael White
by  /s/ Michael White                                )     .................
    ----------------------------------               )     By executing this deed the attorney states that
as attorney for NATIONAL AUSTRALIA BANK LIMITED      )     the attorney has received no notice of
under power of attorney dated 13 September 2004 in   )     revocation of the power of attorney
the presence of:                                     )
                                                     )
/s/ Jason Elphick                                    )
----------------------------------                   )
Signature of witness                                 )
                                                     )
Jason Elphick                                        )
----------------------------------                   )
Name of witness (block letters)                      )
                                                     )
</TABLE>


<PAGE>
                                                                            91
-------------------------------------------------------------------------------
<TABLE>
<S>                                                        <C>
                                                     )
SIGNED SEALED AND DELIVERED                          )
by Kate Hamblin                                      )     /s/ Kate Hamblin
   --------------------------------------------------)     ................
as attorney for P.T. LIMITED under power of          )     By executing this deed the attorney states that
attorney dated 21 September 2004                     )     the attorney has received no notice of
               ----------------------------------    )     revocation of the power of attorney
in the presence of:                                  )
/s/ Ian Edmonds - Wilson                             )
----------------------------------                   )
Signature of witness                                 )
                                                     )
Ian Edmonds - Wilson                                 )
----------------------------------                   )
Name of witness (block letters)                      )
                                                     )
                                                     )
                                                     )
                                                     )
</TABLE>


<PAGE>


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


                          National RMBS Trust 2004-1
                              Supplemental Deed

                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                        National Australia Bank Limited
                           ("Seller" and "Servicer")
                                 P.T. Limited
                             ("Security Trustee")


                           Mallesons Stephen Jaques
                                  Solicitors

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


<PAGE>



--------------------------------------------------------------------------------
Contents                          National RMBS Trust 2004-1 Supplemental Deed
------------------------------------------------------------------------------



                      PART 1 -  INTERPRETATION                          1

                      1         Interpretation                          1

                                Definitions                             1
                                Transaction Document                   20
                                Limited to Trust                       20
                                Definitions and consistency            20
                                Master Security Trust Deed             20
                                Register                               20
                                Transfer of Notes                      20
                                Reporting Statement                    20
                                Defintions Schedule                    21
                                Support Facilities                     22
                                Master Trust Deed                      22

                      PART 2 -  THE TRUST AND ITS ASSETS               23

                      2         Trust                                  23

                                Name of Trust                          23
                                Determination of final Payment Date    23
                                Realisation of Assets of the Trust     23
                                Conditions of Sale during 180 days     24
                                Right of refusal                       24
                                Sale at lower price
                                Conditions of sale after 180 days      25
                                Further conditions of sale after 180
                                  days                                 25
                                Procedures pending winding-up          25
                                Costs on winding-up of the Trust       25
                                Calculation of Final Distributions     26
                                Final Distributions                    26

                      3         Entitlement of Beneficiaries           27

                                Issue of Units                         27
                                Residual Capital Unit                  27
                                Residual Income Unit                   28
                                Unit Register                          29
                                Transfer of Units                      30
                                Limit on rights                        30

                      4         Consumer Credit Code                   30

                                Right of indemnity - Consumer Credit
                                  Legislation                          30
                                Servicer                               31

                      5         Repurchase Option                      31

                                Clean-Up offer                         31
                                Calculation                            31
                                Acceptance                             31
                                Consent of Noteholders                 31
                                Reconveyance                           32
                                Clean-Up Amount                        31
                                Purchase of Defaulted Loans            33

<PAGE>
                      6         Mortgage Loans                         34

                                Requirement to satisfy                 34

                      PART 3 -  THE NOTES                              35

                      7         Purpose                                35

                                Purpose                                35
                                Criteria                               35
                                General                                35

                      8         Terms of issue of the Notes            35

                                Notes to be issued                     35
                                Form, constituent documents
                                  and denomination of the Notes        36
                                Issue of Redraw Notes                  36
                                Initial Invested Amount of the Notes   37
                                Interest on the Class A-1 Notes and
                                  Class A-3 Notes                      37
                                Interest on the A$ Notes               37
                                Overdue interest                       37
                                Redemption                             38
                                Issuer Trustee's Covenant to the
                                  Noteholders                          39
                                Register                               39
                                Transfer and Transmission of Notes     39
                                Taxation                               39
                                Prescription                           40
                                Rounding of Payments                   40
                                Call Option                            40
                                Redemption for Taxation or Other
                                  Reasons                              41

                      9         Conditions Precedent                   42

                                Conditions precedent to the issue of
                                  Notes                                42

                      10        Representations and Warranties         43

                                Representations and Warranties         43
                                Trust representations and warranties   44

                      11        Payments                               44

                                Manner                                 44
                                Cleared Funds                          45

                      PART 4 -  PRINCIPAL AND INCOME DETERMINATIONS
                                AND PAYMENTS                           46

                      12        Collections                            46

                                Establishment of Collections Account
                                  with Servicer                        46

                                Remittance to Collection Account       46
                                Servicer's Collections                 46

                      13        Termination of the Swaps and
                                  Application of Threshold Rate        47

                                Calculation of Threshold Rate          47
                                Termination of Basis Swap or
                                  Fixed Rate Swap                      47
                                Servicer's Discretion                  48
                                Issuer Trustee's power                 48
                                Termination of Linked Deposit
                                  Accounts                             48

<PAGE>

                                Gross Up for Linked Deposit Accounts   48

                      14        Cashflow Allocation Methodology        48

                                General                                48
                                Collection Period                      48
                                Finance Charge Collections             49
                                Calculation of Available Income        49
                                Principal Draw                         50
                                Liquidity Drawing                      50
                                Calculation and application of Total
                                  Available Income                     50
                                Required Payments (Interest waterfall) 51
                                Excess Available Income                53
                                Principal Collections                  54
                                Redraw Shortfall                       55
                                Principal Distributions                55
                                Payments of Principal on the Notes
                                  and to the Redraw Facility Provider  56
                                Principal Charge-Offs                  58
                                Carryover Principal Charge-Offs        58
                                Increases                              59
                                Non-Collection Fee                     60
                                Application of proceeds following an
                                  Event of Default                     60
                                Excluded Amount                        63
                                Currency Swap Provider break costs     63

                      15        Determinations by Global Trust Manager 63

                                Determinations by Global Trust Manager 63

                      16        Global Trust Manager, Issuer Trustee
                                  and Servicer Fees                    65

                                Global Trust Manager's fee             65
                                Issuer Trustee's fee                   65
                                Servicer's fee                         65
                                Fee and GST                            66

                      PART 5 -  GENERAL                                67

                      17        Notices                                67

                                Notices                                67
                                Deemed receipt                         68

                      18        Counterparts                           68

                      19        Damages                                68
                                Claim for Damages                      68
                                Allocation of Damages                  69

                      20        Miscellaneous                          69
                                Certificate                            69
                                Exercise of rights                     69
                                Waiver and variation                   69
                                Supervening legislation                69
                                Approvals and consent                  69
                                Remedies cumulative                    70
                                Indemnities                            70
                                Time of the essence                    70

<PAGE>

                                Receipts                               70
                                Acknowledgment                         70
                                Disclosure of information              70
                                Rights cumulative                      70
                                Signatures                             71

                      21        Governing law                          71

                                Governing Law                          71
                                Submission to jurisdiction             71
                                Service                                71

                      22        Limited Recourse - Issuer Trustee      71

                      23        Seller Trust                           71

                                Constitution of Seller Trust           71
                                Declaration of Trust                   72
                                Entitlement                            72
                                Dealing with assets                    72
                                Treatment of Shared Collateral         72
                                Proceeds                               73
                                Claw-Back                              74
                                Duties                                 74
                                Indemnity                              74
                                Termination                            74
                                Transfer                               74
                                Other liabilities                      75
                                Shared Securities                      75

                      24        Seller Provisions                      75

                                Set-Off                                75
                                Seller Downgrade                       75
                                Reduction or increase of Seller
                                  Deposit                              76
                                Interest on Seller Deposit             77
                                Seller Upgrade                         77
                                Termination of Trust or Amendments to
                                  Mortgage Loans                       77
                                Withdrawals from the account           77

                      25        Tax Reform                             78

                      26        Amendment to Servicing Agreement       82

                                Schedule 1        Register             83

                                Schedule 2        Transfer of Notes    86