Exhibit 10.4.1

(Multicurrency--Cross Border)


                                    ISDA(R)
                 International Swap Dealers Association, Inc.
                               MASTER AGREEMENT

                        dated as of 28 September, 2004


<TABLE>
<CAPTION>
<S>                           <C>                              <C>
National Australia Bank       Perpetual Trustee Company        National Global MBS
Limited (ABN 12 004           Limited (ABN 42 000 001          Manager Ptd Ltd
044 337) ("Party A")     and  007) as trustee for the    and   (ABN 36 102 668 226)
                              National RMBS Trust              ("Global Trust
                              2004-1 ("Party B")               Manager")
</TABLE>

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions. Accordingly, the parties agree as follows: --

1. Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the
     required currency. Where settlement is by delivery (that is, other than
     by payment), such delivery will be made for receipt on the due date in
     the manner customary for the relevant obligation unless otherwise
     specified in the relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event
     of Default with respect to the other party has occurred and is
     continuing, (2) the condition precedent that no Early Termination Date in
     respect of the relevant Transaction has occurred or been effectively
     designated and (3) each other applicable condition precedent specified in
     this Agreement.

<PAGE>

(b) Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable: --

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

     (i) Gross-Up. All payments under this Agreement will be made without any
     deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified
     by the practice of any relevant governmental revenue authority, then in
     effect. If a party is so required to deduct or withhold, then that party
     ("X") will: --

          (1) promptly notify the other party ("Y") of such requirement;

          (2) pay to the relevant authorities the full amount required to be
          deducted or withheld (including the full amount required to be
          deducted or withheld from any additional amount paid by X to Y under
          this Section 2(d)) promptly upon the earlier of determining that
          such deduction or withholding is required or receiving notice that
          such amount has been assessed against Y;

          (3) promptly forward to Y an official receipt (or a certified copy),
          or other documentation reasonably acceptable to Y, evidencing such
          payment to such authorities; and

          (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
          the payment to which Y is otherwise entitled under this Agreement,
          such additional amount as is necessary to ensure that the net amount
          actually received by Y (free and clear of Indemnifiable Taxes,
          whether assessed against X or Y) will equal the Full amount Y would
          have received had no such deduction or withholding been required.
          However, X will not be required to pay any additional amount to Y to
          the extent that it would not be required to be paid but for: --

               (A) the failure by Y to comply with or perform any agreement
               contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

               (B) the failure of a representation made by Y pursuant to
               Section 3(f) to be accurate and true unless such failure would
               not have occurred but for (I) any action taken by a taxing
               authority, or brought in a court of competent jurisdiction, on
               or after the date on which a Transaction is entered into
               (regardless of whether such action is taken or brought with
               respect to a party to this Agreement) or (II) a Change in Tax
               Law.

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<PAGE>


     (ii) Liability. If: --

          (1) X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any
          deduction or withholding in respect of which X would not be required
          to pay an additional amount to Y under Section 2(d)(i)(4);

          (2) X does not so deduct or withhold; and

          (3) a liability resulting from such Tax is assessed directly against
          X,

     then, except to the extent Y has satisfied or then satisfies the
     liability resulting from such Tax, Y will promptly pay to X the amount of
     such liability (including any related liability for interest, but
     including any related liability for penalties only if Y has failed to
     comply with or perform any agreement contained in Section 4(a)(i),
     4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that: --

(a)  Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to
     deliver this Agreement and any other documentation relating to this
     Agreement that it is required by this Agreement to deliver and to perform
     its obligations under this Agreement and any obligations it has under any
     Credit Support Document to which it is a party and has taken all
     necessary action to authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision
     of its constitutional documents, any order or judgment of any court or
     other agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv) Consents. All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in
     full force and effect and all conditions of any such consents have been
     complied with; and

     (v) Obligations Binding. Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal,
     valid and binding obligations, enforceable in accordance with their
     respective terms (subject to applicable bankruptcy, reorganisation,
     insolvency, moratorium or similar laws affecting creditors' rights
     generally and subject, as to enforceability, to equitable principles of
     general application (regardless of whether enforcement is sought in a
     proceeding in equity or at law)).


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<PAGE>

(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or perforating its obligations under this
Agreement or any Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party: --

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs: --

     (i) any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii) any other documents specified in the Schedule or any Confirmation;
     and

     (iii) upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of
     such demand), with any such form or document to be accurate and completed
     in a manner reasonably satisfactory to such other party and to be
     executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,

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<PAGE>

organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5. Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: --

     (i) Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or
     2(e) required to be made by it if such failure is not remedied on or
     before the third Local Business Day after notice of such failure is given
     to the party;

     (ii) Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(c) or to give
     notice of a Termination Event or any agreement or obligation under
     Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by
     the party in accordance with this Agreement if such failure is not
     remedied on or before the thirtieth day after notice of such failure is
     given to the party;

     (iii) Credit Support Default.

          (1) Failure by the party or any Credit Support Provider of such
          party to comply with or perform any agreement or obligation to be
          complied with or performed by it in accordance with any Credit
          Support Document if such failure is continuing after any applicable
          grace period has elapsed;

          (2) the expiration or termination of such Credit Support Document or
          the failing or ceasing of such Credit Support Document to be in full
          force and effect for the purpose of this Agreement (in either case
          other than in accordance with its terms) prior to the satisfaction
          of all obligations of such party under each Transaction to which
          such Credit Support Document relates without the written consent of
          the other party; or

          (3) the party or such Credit Support Provider disaffirms, disclaims,
          repudiates or rejects, in whole or in part, or challenges the
          validity of, such Credit Support Document;

     (iv) Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made
     or repeated by the party or any Credit Support Provider of such party in
     this Agreement or any Credit Support Document proves to have been
     incorrect or misleading in any material respect when made or repeated or
     deemed to have been made or repeated;

     (v) Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party
     (1) defaults under a Specified Transaction and, after giving effect to
     any applicable notice requirement or grace period, there occurs a
     liquidation of, an acceleration of obligations under, or an early
     termination of, that Specified Transaction, (2) defaults, after giving
     effect to any applicable notice requirement or grace period, in making
     any payment or delivery due on the last payment, delivery or exchange
     date of, or any payment on early termination of, a Specified Transaction
     (or such default continues for at least three Local Business Days if
     there is no applicable notice requirement or grace period) or (3)
     disaffirms, disclaims, repudiates or rejects, in whole or in part, a
     Specified Transaction (or such action is taken by any person or entity
     appointed or empowered to operate it or act on its behalf);

     (vi) Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default,
     event of default or other similar condition or event (however

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<PAGE>

     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of
     them (individually or collectively) in an aggregate amount of not less
     than the applicable Threshold Amount (as specified in the Schedule) which
     has resulted in such Specified Indebtedness becoming, or becoming capable
     at such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on
     the due date thereof in an aggregate amount of not less than the
     applicable Threshold Amount under such agreements or instruments (after
     giving effect to any applicable notice requirement or grace period);

     (vii) Bankruptcy. The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party: --

          (1) is dissolved (other than pursuant to a consolidation,
          amalgamation or merger); (2) becomes insolvent or is unable to pay
          its debts or fails or admits in writing its inability generally to
          pay its debts as they become due; (3) makes a general assignment,
          arrangement or composition with or for the benefit of its creditors;
          (4) institutes or has instituted against it a proceeding seeking a
          judgment of insolvency or bankruptcy or any other relief under any
          bankruptcy or insolvency law or other similar law affecting
          creditors' rights, or a petition is presented for its winding-up or
          liquidation, and, in the case of any such proceeding or petition
          instituted or presented against it, such proceeding or petition (A)
          results in a judgment of insolvency or bankruptcy or the entry of an
          order for relief or the making of an order for its winding-up or
          liquidation or (B) is not dismissed, discharged, stayed or
          restrained in each case within 30 days of the institution or
          presentation thereof, (5) has a resolution passed for its
          winding-up, official management or liquidation (other than pursuant
          to a consolidation, amalgamation or merger); (6) seeks or becomes
          subject to the appointment of an administrator, provisional
          liquidator, conservator, receiver, trustee, custodian or other
          similar official for it or for all or substantially all its assets;
          (7) has a secured party take possession of all or substantially all
          its assets or has a distress, execution, attachment, sequestration
          or other legal process levied, enforced or sued on or against all or
          substantially all its assets and such secured party maintains
          possession, or any such process is not dismissed, discharged, stayed
          or restrained, in each case within 30 days thereafter; (8) causes or
          is subject to any event with respect to it which, under the
          applicable laws of any jurisdiction, has an analogous effect to any
          of the events specified in clauses (1) to (7) (inclusive); or (9)
          takes any action in furtherance of, or indicating its consent to,
          approval of, or acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption. The party or any Credit Support
     Provider of such party consolidates or amalgamates with, or merges with
     or into, or transfers all or substantially all its assets to, another
     entity and, at the time of such consolidation, amalgamation, merger or
     transfer: --

               (1) the resulting, surviving or transferee entity fails to
               assume all the obligations of such party or such Credit Support
               Provider under this Agreement or any Credit Support Document to
               which it or its predecessor was a party by operation of law or
               pursuant to an agreement reasonably satisfactory to the other
               party to this Agreement; or

               (2) the benefits of any Credit Support Document fail to extend
               (without the consent of the other party) to the performance by
               such resulting, surviving or transferee entity of its
               obligations under this Agreement.

(b)  Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event

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<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below: --

     (i) Illegality. Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a
     result of a breach by the party of Section 4(b)) for such party (which
     will be the Affected Party): --

          (1) to perform any absolute or contingent obligation to make a
          payment or delivery or to receive a payment or delivery in respect
          of such Transaction or to comply with any other material provision
          of this Agreement relating to such Transaction; or

          (2) to perform, or for any Credit Support Provider of such party to
          perform, any contingent or other obligation which the party (or such
          Credit Support Provider) has under any Credit Support Document
          relating to such Transaction;

     (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on
     which a Transaction is entered into (regardless of whether such action is
     taken or brought with respect to a party to this Agreement) or (y) a
     Change in Tax Law, the party (which will be the Affected Party) will, or
     there is a substantial likelihood that it will, on the next succeeding
     Scheduled Payment Date (1) be required to pay to the other party an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount is required to be
     deducted or withheld for or on account of a Tax (except in respect of
     interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
     is required to be paid in respect of such Tax under Section 2(d)(i)(4)
     (other than by reason of Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which
     the other party is not required to pay an additional amount (other than
     by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of
     a party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity
     (which will be the Affected Party) where such action does not constitute
     an event described in Section 5(a)(viii);

     (iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X
     consolidates or amalgamates with, or merges with or into, or transfers
     all or substantially all its assets to, another entity and such action
     does not constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate,
     will be the Affected Party); or

     (v) Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


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6. Early Termination

(a)  Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i) Notice. If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying
     the nature of that Termination Event and each Affected Transaction and
     will also give such other information about that Termination Event as the
     other party may reasonably require.

     (ii) Transfer to avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days
     after it gives notice under Section 6(b)(i) all its rights and
     obligations under this Agreement in respect of the Affected Transactions
     to another of its Offices or Affiliates so that such Termination Event
     ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject
     to and conditional upon the prior written consent of the other party,
     which consent will not be withheld if such other party's policies in
     effect at such time would permit it to enter into transactions with the
     transferee on the terms proposed.

     (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or
     a Tax Event occurs and there are two Affected Parties, each party will
     use all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that
     Termination Event.

     (iv) Right to Terminate If: --

          (1) a transfer under Section 6(b)(ii) or an agreement under Section
          6(b)(iii), as the case may be, has not been effected with respect to
          all Affected Transactions within 30 days after an Affected Party
          gives notice under Section 6(b)(i); or

          (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
          Merger or an Additional Termination Event occurs, or a Tax Event
          Upon Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a
     Credit Event Upon Merger or an Additional Termination Event if there is
     only one Affected Party may, by not more than 20 days notice to the other
     party and provided that the relevant Termination Event is then

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     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  Effect of Designation.

     (i) If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii) Upon the occurrence or effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount,
     if any, payable in respect of an Early Termination Date shall be
     determined pursuant to Section 6(e).

(d)  Calculations.

     (i) Statement. On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence
     of written confirmation from the source of a quotation obtained in
     determining a Market Quotation, the records of the party obtaining such
     quotation will be conclusive evidence of the existence and accuracy of
     such quotation.

     (ii) Payment Date. An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in
     the Termination Currency, from (and including) the relevant Early
     Termination Date to (but excluding) the date such amount is paid, at the
     Applicable Rate. Such interest will be calculated on the basis of daily
     compounding and the actual number of days elapsed.

(e)  Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

     (i) Events of Default. If the Early Termination Date results from an
     Event of Default: --

          (1) First Method and Market Quotation. If the First Method and
          Market Quotation apply, the Defaulting Party will pay to the
          Non-defaulting Party the excess, if a positive number, of (A) the
          sum of the Settlement Amount (determined by the Non-defaulting
          Party) in respect of the Terminated Transactions and the Termination
          Currency Equivalent of the Unpaid Amounts owing to the
          Non-defaulting Party over (B) the Termination Currency Equivalent of
          the Unpaid Amounts owing to the Defaulting Party.

          (2) First Method and Loss. If the First Method and Loss apply, the
          Defaulting Party will pay to the Non-defaulting Party, if a positive
          number, the Non-defaulting Party's Loss in respect of this
          Agreement.

          (3) Second Method and Market Quotation. If the Second Method and
          Market Quotation apply, an amount will be payable equal to (A) the
          sum of the Settlement Amount (determined by the

                                      9

<PAGE>

          Non-defaulting Party) in respect of the Terminated Transactions and
          the Termination Currency Equivalent of the Unpaid Amounts owing to
          the Non-defaulting Party less (B) the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Defaulting Party. If
          that amount is a positive number, the Defaulting Party will pay it
          to the Non-defaulting Party; if it is a negative number, the
          Non-defaulting Party will pay the absolute value of that amount to
          the Defaulting Party.

          (4) Second Method and Loss. If the Second Method and Loss apply, an
          amount will be payable equal to the Non-defaulting Party's Loss in
          respect of this Agreement. If that amount is a positive number, the
          Defaulting Party will pay it to the Non-defaulting Party; if it is a
          negative number, the Non-defaulting Party will pay the absolute
          value of that amount to the Defaulting Party.

     (ii) Termination Events. If the Early Termination Date results from a
     Termination Event: --

          (1) One Affected Party. If there is one Affected Party, the amount
          payable will be determined in accordance with Section 6(e)(i)(3), if
          Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
          except that, in either case, references to the Defaulting Party and
          to the Non-defaulting Party will be deemed to be references to the
          Affected Party and the party which is not the Affected Party,
          respectively, and, if Loss applies and fewer than all the
          Transactions are being terminated, Loss shall be calculated in
          respect of all Terminated Transactions.

          (2) Two Affected Parties. If there are two Affected Parties: --

               (A) if Market Quotation applies, each party will determine a
               Settlement Amount in respect of the Terminated Transactions,
               and an amount will be payable equal to (I) the sum of (a)
               one-half of the difference between the Settlement Amount of the
               party with the higher Settlement Amount ("X") and the
               Settlement Amount of the party with the lower Settlement Amount
               ("Y") and (b) the Termination Currency Equivalent of the Unpaid
               Amounts owing to X less (II) the Termination Currency
               Equivalent of the Unpaid Amounts owing to Y; and

               (B) if Loss applies, each party will determine its Loss in
               respect of this Agreement (or, if fewer than all the
               Transactions are being terminated, in respect of all Terminated
               Transactions) and an amount will be payable equal to one-half
               of the difference between the Loss of the party with the higher
               Loss ("X") and the Loss of the party with the lower Loss ("Y").

          If the amount payable is a positive number, Y will pay it to X; if
          it is a negative number, X will pay the absolute value of that
          amount to Y

     (iii) Adjustment for Bankruptcy. In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate
     of loss and not a penalty. Such amount is payable for the loss of bargain
     and the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.

                                      10

<PAGE>


7.   Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a)  a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8. Contractual Currency

(a)  Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. If for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b)  Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is convened into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

                                      11


<PAGE>

9. Miscellaneous

(a)  Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c)  Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i) This Agreement (and each amendment, modification and waiver in
     respect of it) may be executed and delivered in counterparts (including
     by facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable
     and may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange
     of electronic messages on an electronic messaging system, which in each
     case will be sufficient for all purposes to evidence a binding supplement
     to this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)  Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b)  Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document

                                      12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.   Notices

(a)  Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details, provided (see the
Schedule) and will be deemed effective as indicated: --

     (i) if in writing and delivered in person or by courier, on the date it
     is delivered;

     (ii) if sent by telex, on the date the recipient's answer back is
     received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine);

     (iv) if sent by certified or registered mail (airmail, if overseas) or
     the equivalent (return receipt requested), on the date that mail is
     delivered or its delivery is attempted; or

     (v) if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)  Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably: --

     (i) submits to the jurisdiction of the English courts, if this Agreement
     is expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of
     New York; and

     (ii) waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

                                      13


<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by law.

(d)  Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14.  Definitions

As used in this Agreement: --

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means: --

(a)  in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)  in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                      14

<PAGE>


"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have

                                      15


<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good Faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market,
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a)  the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)  such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.

                                      16

<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market

                                      17

<PAGE>

value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

National Australia Bank Limited         Perpetual Trustee Company Limited
         ("Party A")                    as trustee of the National RMBS
                                        Trust 2004-1 ("Party B")
-------------------------------         ---------------------------------
      (Name of Party)                     (Name of Party)


By: /s/ Michael White                     By: /s/ Kate Hamblin
    ---------------------                     --------------------
Name: Michael White                       Name: Kate Hamblin
Title: Manager Group Funding              Title: Manager
Date:  28 September 2004                  Date:  28 September 2004




National Global MBS Manager Ptd Ltd
     ("Global Trust Manager")

-------------------------------
      (Name of Party)


By: /s/ Michael White
-------------------------------
Name: Michael White
Title: Manager Group Funding
Date:  28 September 2004

                                      18
<PAGE>



                                    ISDA(R)
             International Swaps and Derivatives Association, Inc.

                                   SCHEDULE
                                    to the
                               Master Agreement
                         dated as of 28 September 2004


                                    between
                        National Australia Bank Limited
                             (ABN 12 004 044 937)
                                  ("Party A")
                                      and
                       Perpetual Trustee Company Limited
      (ABN 42 000 001 007) as trustee for the National RMBS Trust 2004-1
                                  ("Party B")
                                      and
                National Global MBS Manager Pty Ltd
                             (ABN 36 102 668 226)
                           ("Global Trust Manager")


Part 1.  Termination Provisions(1)

In this Agreement:

(a)   "Specified Entity" in relation to:

      (i)   Party A, is not applicable; and

      (ii)  Party B, is not applicable.

(b)   "Specified Transaction" will have the meaning specified in Section 14 of
      this Agreement.

(c)   The "Automatic Early Termination" provision of Section 6(a) will not
      apply to Party A and will not apply to Party B.

(d)   Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:

      (i)    A.  in respect of the Basis Swap, Loss will apply;

             B.  in respect of the Fixed Swap, Market Quotation will apply;

      (ii)   The Second Method will apply;


--------
1   Parts 1-5 are subject to Part 6:  Securitisation Provisions.



<PAGE>

                                      2


      (iii)  the definition of "Loss" in Section 14 of this Agreement is
      amended by adding the following sentence at the end of that definition:

      "However, in relation to a Terminated Transaction that is a Basis Swap,
      each party's Loss is deemed to be zero."

(e)   "Termination Currency" will be Australian dollars.

(f)   Additional Termination Event. Not Applicable.

Part 2.  Tax Representations

(a)   Payer Representations. For the purpose of Section 3(e) of this
      Agreement, Party A will make the following representation and Party B
      will make the following representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant
      Jurisdiction to make any deduction or withholding for or on account of
      any Tax from any payment (other than interest under Section 2(e),
      6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
      under this Agreement. In making this representation, it may rely on:

      (i)    the accuracy of any representations made by the other party
             pursuant to Section 3(f) (as the case may be) of this Agreement;

      (ii)   the satisfaction of the agreement contained in Section 4(a)(i) or
             4(a)(iii) of this Agreement and the accuracy and effectiveness of
             any document provided by the other party pursuant to Section
             4(a)(i) or 4(a)(iii) of this Agreement; and

      (iii)  the satisfaction of the agreement of the other party contained in
             Section 4(d) of this Agreement,

      provided that it shall not be a breach of this representation where
      reliance is placed on clause (ii) and the other party does not deliver a
      form or document under Section 4(a)(iii) by reason of material prejudice
      to its legal or commercial position.

(b)   Payee Tax Representation. For the purpose of Section 3(f) of this
      Agreement, Party A and Party B will make the representation:

      It is an Australian resident and does not derive the payments under this
      Agreement in part or whole carrying on business in a country outside
      Australia at or through a permanent establishment of itself in that
      country.

Part 3.  Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:



<PAGE>

                                      3

(a)   Tax forms, documents or certificates to be delivered are:

<TABLE>
<CAPTION>
Party required        Form/Document/Certificate          Date by which to          Covered by
to deliver document                                      be delivered              Section 3(d)
                                                                                   Representations
<S>                   <C>                               <C>                        <C>
Party A and           Any document or certificate       On the earlier of (a) as   No
Party B               reasonably required or            soon as reasonably
                      reasonably requested by Party     practical following
                      A or Party B in connection        learning that such
                      with its obligations to make      document or certificate
                      a payment under this              is required and (b) as
                      Agreement which would enable      soon as reasonably
                      that party to make the            practicable following a
                      payment free from any             request by the other
                      deduction or withholding for      party
                      or on account of Tax or as
                      would reduce the rate at
                      which deduction or
                      withholding for or on account
                      of Tax is applied to that
                      payment.

(b)   Other documents to be delivered are:

Party required        Form/Document/Certificate          Date by which to          Covered by
to deliver document                                      be delivered              Section 3(d)
                                                                                   Representations

Party A and           A list of authorised               On execution of this      Yes
Party B               signatories for the party          Agreement or as soon as
                      and, if so requested by the        reasonably practicable
                      other party, evidence              following a request by
                      satisfactory in form and           the other party.
                      substance to the other party
                      of the authority of the
                      authorised signatories of the
                      party to execute this
                      Agreement and any
                      Confirmation on behalf of the
                      party.


Party A and           A legal opinion as to the          At any time prior to      Yes
Party B               validity and enforceability        the first Issue Date.
                      of that party's obligations
                      under this Agreement in form
                      and substance (and issued by
                      legal counsel) reasonably
                      acceptable to each other
                      party.

Global Trust          A copy (certified by an            In the case of each        Yes
Manager (to be        Authorised Person of the           Credit Support
delivered to          Global Trust Manager to be a       Document, within 5
Party A)              true and complete copy) of         Business Days (or such
                      each Credit Support Document       period as Party A
                      in respect of Party B and          agrees to) of execution
                      (without limiting                  of this Agreement
                                                         (provided that



<PAGE>
                                       4

Party required        Form/Document/Certificate          Date by which to          Covered by
to deliver document                                      be delivered              Section 3(d)
                                                                                   Representations

                      any obligation Party B may         it must be received by
                      have under the terms of the        the first Issue Date)
                      Credit Support Documents to        and, in the case of an
                      notify Party A of amendments)      amending document,
                      a copy (certified by an            within 5 Business Days
                      Authorised Person of the           (or such other period
                      Global Trust Manager to be a       as Party A agrees to)
                      true and complete copy) of any     of execution of the
                      document that amends in any        amending document.
                      way the terms of any Credit
                      Support Document.

Global Trust          Certified (by an Authorised        Within 5 Business Days     Yes
Manager (to be        Person of the Global Trust         of execution of this
delivered to          Manager) copy of the Master        Agreement, provided
Party A)              Trust Deed, Supplemental           that they must be
                      Deed, Class A Note                 delivered by the first
                      Conditions, Definitions            Issue Date.
                      Schedule and Note Trust Deed.
</TABLE>

Part 4.  Miscellaneous

(a)   Addresses for Notices. For the purpose of Section 12(a) of this
      Agreement:

      Address for notices or communications to Party A:

      Address:  10th Floor, 120 Spencer Street, Melbourne   VIC  3000

      Attention:  Supervisor, Swaps Administration

      Telex No:  Not applicable                Answerback:    Not applicable

      Facsimile No:  (613) 8614 0907           Telephone No:  (613) 8614 0224

      Electronic Messaging System Details:     Not applicable

      Address for notices or communications to Party B:

      Address:  Level 7, 9 Castlereagh Street, Sydney   NSW   2000

      Attention:  Manager, Securitisation

      Telex No:  Not applicable                Answerback:    Not applicable

      Facsimile No:  612 8256 1422             Telephone No:  612 9229 9000

      Electronic Messaging System Details:     Not applicable



<PAGE>
                                       5


      All notices or communications to Party B to be copied to the Global
      Trust Manager at the address below

      Address for notices or communications to Global Trust Manager:

      Address:  Level 24, 500 Bourke Street, Melbourne   VIC  3000

      Attention:  Manager, Group Funding

      Telex No:  Not applicable                Answerback:    Not Applicable

      Facsimile No:  613 8641 0906             Telephone No:

      Electronic Messaging System Details:     to be advised from time to time]

(b)   Process Agent. For the purpose of Section 13(c) of this Agreement:

      (i) Party A appoints as its Process Agent: Nil.

      (ii) Party B appoints as its Process Agent: Nil.

(c)   Offices. The provisions of Section 10(a) will not apply to this Agreement.

(d)   Multibranch Party. For the purpose of Section 10(c) of this Agreement:

      Neither Party A nor Party B is a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent is Party A, unless otherwise
      specified in a Confirmation in relation to the relevant Transaction.

(f)   Credit Support Document. Details of any Credit Support Document:

      (i)   in relation to Party A: nil

      (ii)  in relation to Party B: the Master Security Trust Deed and the Deed
            of Charge.

(g)   Credit Support Provider. Credit Support Provider means in relation to
      Party A and Party B: nil.

(h)   Governing Law. This Agreement will be governed by and construed in
      accordance with the laws in force in the Australian Capital Territory
      and each party submits to the non-exclusive jurisdiction of the courts
      of the Australian Capital Territory. Section 13(b)(i) is deleted and
      replaced by the following:

           "(ii)   submits to the non-exclusive jurisdiction of the courts of
                   the Australian Capital Territory; and".

(i)   Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
      will not apply to any Transactions.

(j)   "Affiliate" will have the meaning specified in Section 14 of this
      Agreement. For the purpose of Section 3(c), Party A is deemed not to
      have any Affiliates.



<PAGE>
                                       6


Part 5.  Other Provisions

(1)   Payments: In Section 2:

      (a)  In Section 2(a)(i) add the following sentence:

           "Each payment will be by way of exchange for the corresponding
           payment or payments payable by the other party."

      (b)  In Section 2(a)(ii), the first sentence is deleted and replaced
           with the following sentence:

           "Unless specified otherwise in this Agreement, payments under this
            Agreement will be made by 4.00pm (Melbourne time) on the due date
            for value on that date in the place of the account specified in
            the relevant Confirmation or otherwise pursuant to this Agreement,
            in freely transferable funds, free of any set-off, counterclaim,
            deduction or withholding (except as expressly provided in this
            Agreement) and in the manner customary for payment in the required
            currency."

      (c)  Insert new paragraph (iv) in Section 2(a) immediately after Section
           2(a)(iii) as follows:

           "(iv)  The condition precedent in Section 2(a)(iii)(1) does not apply
                  to a payment due to be made by a party if it has satisfied all
                  its payment obligations under Section 2(a)(i) of this
                  Agreement and has no future payment obligations, whether
                  absolute or contingent under Section 2(a)(i)."

      (d)  Add the following new sentence to Section 2(b):

           "Each new account so designated shall be in the same tax
           jurisdiction as the original account."

      (e)  Insert the following new Section 2(f):

           "(f)  If on a Payment Date an amount would otherwise be payable by
                 Party A pursuant to Section 2(c) in respect of the Basis Swap,
                 then such amount will be satisfied in part or in whole, as the
                 case may be, to the extent of the then Prepayment Adjusted
                 Amount (if any) by Party B deducting that amount from the
                 Collateral Account."

(2) Representations: In Section 3:

      (a)  Section 3(a)(v) is amended by inserting immediately after the words
           "creditors' rights generally" the following:

           "(including in the case of a party being an authorised
            deposit-taking institution under the Banking Act 1959 (Cwlth)),
            section 13A(3) of the Banking Act 1959 (Cwlth) and section 86 of
            the Reserve Bank Act 1959 (Cwlth) or any analogous provision under
            any other law applicable to a party),"



<PAGE>
                                       7


      (b)  Insert new paragraphs (g) and (h) in Section 3 immediately after
           Section 3(f):

           "(g)  Relationship between Parties. Each party will be deemed to
                 represent to each other party on the date on which it enters
                 into a Transaction that (absent a written agreement between
                 the parties that expressly imposes affirmative obligations to
                 the contrary for that Transaction):

                (i)    Non-Reliance. It is acting for its own account or, in
                       the case of Party B, as trustee of the Trust, and it
                       has made its own independent decisions to enter into
                       that Transaction or, in the case of Party B, has been
                       directed to do so by the Global Trust Manager and as to
                       whether that Transaction is appropriate or proper for
                       it based upon its own judgement and upon advice from
                       such advisers as it has deemed necessary or, in the
                       case of Party B, at the direction of the Global Trust
                       Manager. It is not relying on any communication
                       (written or oral) of the other party as investment
                       advice or as a recommendation to enter into that
                       Transaction; it being understood that information and
                       explanations related to the terms and conditions of a
                       Transaction will not be considered investment advice or
                       a recommendation to enter into that Transaction. No
                       communication (written or oral) received from the other
                       party will be deemed to be an assurance or guarantee as
                       to the expected results of that Transaction.

                (ii)   Evaluation and Understanding. It is capable of
                       evaluating and understanding (on its own behalf or
                       through independent professional advice), and
                       understands and accepts, the terms, conditions and
                       risks of that Transaction. It is also capable of
                       assuming, and assumes, the risks of that Transaction.

                (iii)  Status of Parties. No other party is acting as a
                       fiduciary or an adviser to it in respect of that
                       Transaction (other than, in the case of Party B, the
                       Global Trust Manager).

           (h)  Trust. By Party B, in respect of Party B only:

                (i)    Trust Validly Created. The Trust has been validly
                       created and is in existence at the date of this
                       Agreement.

                (ii)  Sole Trustee. It has been validly appointed as trustee
                      of the Trust and is presently the sole trustee of the
                      Trust.

                (iii) No Proceedings to Remove. No notice has been given to it
                      and to its knowledge no resolution has been passed, or
                      direction or notice has been given, removing it as
                      trustee of the Trust.

                (iv)  Power. It has power under the Master Trust Deed to enter
                      into this Agreement and the Credit Support Documents in
                      its capacity as trustee of the Trust.

                (v)    Good Title. It is the legal owner of, or has equitable
                       title to (as applicable), the Assets of the Trust and
                       has power under the



<PAGE>
                                      8


                       Master Trust Deed to mortgage or charge them in the
                       manner provided in the Credit Support Documents and,
                       subject only to the Credit Support Documents and any
                       Security Interest permitted under the Credit Support
                       Documents, those Assets are free of all other Security
                       Interests (except for Party B's right of indemnity out
                       of the Assets of the Trust)."

(3A)  Collateralisation of Party A's Obligations under the Fixed Swap (S&P):
      If at any time Party A in respect of the Fixed Swap does not have a
      short-term credit rating from S&P equal to or higher than S&P's
      Prescribed Rating, it must, at its cost alone:

      (a)  immediately seek to enter into, and enter into by no later than 30
           days after Party A ceases to have S&P's Prescribed Rating, an
           agreement to novate all of its rights and obligations under this
           Agreement as Party A to a replacement swap counterparty which has a
           short-term credit rating from S&P equal to or higher than S&P's
           Prescribed Rating; and

      (b)  until the novation to the replacement swap counterparty referred to
           in (a) above is effective:

           (i)    continue to fulfill its obligations as Party A under this
                  Agreement in accordance with the terms of this Agreement;

           (ii)   upon the expiration of 30 days after becoming aware that it
                  does not have a short-term credit rating from S&P equal to or
                  higher than S&P's Prescribed Rating deposit in the Collateral
                  Account an amount equal to the CCA; and

           (iii)  on each day which is 30 days after a previous payment of the
                  CCA, ensure that an amount has been deposited into the
                  Collateral Account by Party A equal to the CCA (without
                  duplication of any amount previously paid).

      If Party A is unable to effect a transfer in accordance with paragraph
      (a) above within 30 days, or if Party A so elects, it must enter into
      such other arrangements in respect of the Fixed Rate Swap which are
      satisfactory to the Global Trust Manager and which each Current Rating
      Agency confirms will not result in an Adverse Rating Effect.

      Party A may satisfy its obligations following a withdrawal or downgrade
      of a credit rating in any of the above manners as it elects from time to
      time.

      Where Party A transfers its rights and obligations to a replacement swap
      counterparty in accordance with paragraph (a) above, Party B, at the
      direction of the Global Trust Manager, and each other party to this
      Agreement shall do all things necessary at the cost of Party A to novate
      the relevant rights and obligations to the replacement swap
      counterparty.

(3B)  Collateralisation of Party A's Obligations under the Fixed
      Swap (Moody's)

      (a)  If at any time Party A in respect of the Fixed Swap does not have a
           credit rating equal to or higher than the Prescribed Ratings from
           Moody's then on the earlier of:

           (i)    30 days after such downgrade, if and while Party A has a long
                  term credit rating of at least A-2 by Moody's; and



<PAGE>
                                      9


           (ii)   otherwise, 5 days after such downgrade,

           Party A must at its cost alone either:

           (A)  put in place an appropriate mark-to-market collateral
                agreement (consisting of either cash or securities) or which
                may be based on any agreement reached between the parties, in
                support of its obligations under the Agreement, PROVIDED that
                Party A and Party B receive prior written confirmation from
                each Current Rating Agency mentioned above that the rating
                assigned to the Notes then outstanding by each Current Rating
                Agency mentioned above is not adversely affected by the
                downgrade following such collateral arrangements being put in
                place;

           (B)  novate all its rights and obligations with respect to this
                Agreement to a replacement counterparty acceptable to the
                Global Trust Manager, Party B and each Current Rating Agency
                on substantially the same terms as this Agreement; or

           (C)  enter into other arrangements satisfactory to Party B and the
                Global Trust Manager which each Current Rating Agency confirms
                will not result in an Adverse Rating Effect.

      (b)  Party A may satisfy its obligations following a withdrawal or
           downgrade of a credit rating in any of the above manners as it
           elects from time to time.

      (c)  Where Party A transfers its rights and obligations to a replacement
           swap counterparty in accordance with paragraph (a)(B) above, Party
           B, at the direction of the Global Trust Manager, and each other
           party to this Agreement shall do all things necessary at the cost
           of Party A to novate the relevant rights and obligations to the
           replacement swap counterparty.

(3C)  General Collateralisation Provisions

      (a)  If, at any time, Party A's obligations under this Agreement are
           transferred in accordance with any of Parts 5(3A), (3B), (4), (5)
           or (6), Party A shall be, provided that all costs of the transfer
           have been satisfied by Party A, immediately entitled to any
           collateral which it has provided under any of Parts 5(3A), (3B),
           (4), (5) or (6) (less any amount withdrawn in accordance with
           sub-paragraph (b) below).

      (b)  Party B may only make withdrawals from the Collateral Account if
           directed to do so by the Global Trust Manager and then only for the
           purpose of:

           (i)    transferring obligations under this Agreement in accordance
                  with any of Parts 5(3A), (3B), (4), (5) or (6) (including the
                  costs of obtaining a replacement counterparty);

           (ii)   refunding to Party A any excess in the amount of any
                  collateral deposited to the Collateral Account over the amount
                  Party A is required to maintain under any of Parts 5(3A),
                  (3B), (4), (5) or (6);

           (iii)  withdrawing any amount which has been incorrectly
                  deposited into the Collateral Account;



<PAGE>
                                      10


           (iv)   paying any relevant bank charges, financial institutions duty,
                  bank accounts debit tax or other equivalent Taxes payable in
                  respect of the Collateral Account; or

           (v)    funding the amount of any payment due to be made by Party A
                  under this Agreement following the failure by Party A to make
                  that payment.

           The Global Trust Manager must direct Party B to, and Party B must,
           refund or pay to Party A the amount of any payment which may be
           made to Party A under (ii) or (iii) above as soon as such refund or
           payment is possible.

      (c)  All interest on the Collateral Account will accrue and be payable
           monthly to Party A providing the amount deposited to the Collateral
           Account is not less than the amount Party A is required to maintain
           under the collateral agreement contemplated by any of Parts 5(3A),
           (3B), (4), (5) or (6).

(4)   Prepayment of Obligations under Basis Swap: If on any Determination
      Date, Party A (in respect of the Basis Swap) does not have a short-term
      credit rating equal to or higher than the Prescribed Rating from any
      Current Rating Agency then Party A (in respect of the Basis Swap) must
      do one of the following:

      (a)  (Prepayment): subject to Part 5(5) and Part 5(6) of this Schedule,
           on the relevant Payment Date next following that Determination Date
           (each a "Prepayment Date") pay to Party B the Net Prepayment Amount
           (if any) for the Interest Period commencing on that Prepayment Date
           by depositing such Net Prepayment Amount into the Collateral
           Account in cleared funds; or

      (b)  (Other arrangements): enter into some other arrangement in respect
           of the Basis Swap which is satisfactory to the Global Trust Manager
           and Party B and which each Current Rating Agency confirms will not
           result in an Adverse Rating Effect.

      Party A may satisfy its obligations following a withdrawal or downgrade
      of a credit rating in any of the above manners as it elects from time to
      time.

(5)   Conditions for Maintaining cash collateral and Net Prepayment Amount in
      Collateral Account:

      (a)  (Conditions for depositing): No amount may be deposited into the
           Collateral Account unless:

           (i)  the Collateral Account is held with an Eligible Bank; or

           (ii) either:

                (A)   the Collateral Account is not held with an Eligible
                      Bank; or

                (B)   the Collateral Account is held with an Eligible Bank
                      which has a short term credit rating by each Current
                      Rating Agency of lower than the Prescribed Ratings from
                      each Current Rating Agency,

                and, in each case, a standby guarantee with an entity rated
                sufficiently by each Current Rating Agency has been entered
                into to support the



<PAGE>
                                      11


                obligations of the entity with whom the Collateral Account is
                held, to repay from, in accordance with normal banking
                practice, moneys deposited and to be deposited into the
                Collateral Account.

      (b) (Transfer of Net Prepayment Amount):

           (i)  (Cannot be deposited): If on any Prepayment Date an amount
                cannot be deposited into the Collateral Account pursuant to
                Part 5(5)(a) of this Schedule, Party B must, at the direction
                of the Global Trust Manager, immediately establish a new
                interest bearing account with an Eligible Bank and deposit the
                amount of each Net Prepayment Amount into the new account
                (and, pending the opening of such new account, deposit such
                amount into the Collections Account).

           (ii) (Cannot continue to be deposited): If any amount has been
                deposited into the Collateral Account, but Party B becomes
                aware that such amount cannot continue to be deposited in the
                Collateral Account pursuant to Part 5(5)(a) of this Schedule,
                Party B must, at the direction of the Global Trust Manager:

                (A)   immediately establish a new interest bearing account
                      with an Eligible Bank and transfer each such amount
                      standing to the credit of the Collateral Account to the
                      new account; and

                (B)   deposit each such amount it receives pursuant to Part
                      5(4)(a) of this Schedule into such new account.

(6) Adjustments to Prepayments under the Basis Swap:

      (a)  (Adjustments when the Variable Rate is less than the Threshold
           Rate): If Party A elects to pay to Party B the Net Prepayment
           Amount on a Prepayment Date pursuant to Part 5(4)(a) and that Net
           Prepayment Amount:

           (i)  exceeds the amount remaining after deducting from the
                Prepayment Adjusted Amount (if any) for that Prepayment Date,
                the amount to be satisfied from it on that Prepayment Date
                pursuant to Section 2(f), then the aggregate amount which
                Party A is liable to pay to Party B into the Collateral
                Account under Part 5(4)(a) is the amount of the excess and
                such amount will be paid as a prepayment of Party A's
                obligations under the Basis Swap; or

           (ii) is less than the amount remaining after deducting from the
                Prepayment Adjusted Amount (if any) for that Prepayment Date,
                the amount to be satisfied from it on that Prepayment Date
                pursuant to Section 2(f), then Party B must pay to Party A the
                amount of the difference from the Collateral Account.

      (b)  (Adjustments where the Variable Rate equals or exceeds the
           Threshold Rate): If, on any Determination Date, Party A has the
           Prescribed Rating from each Current Rating Agency, Party B must pay
           from the Collateral Account to Party A on the next Payment Date the
           amount remaining after deducting from the then Prepayment



<PAGE>
                                      12


           Adjusted Amount (if any) the amount to be satisfied from it on that
           Payment Date pursuant to Section 2(f).

      (c)  (Prepayment): A prepayment by Party A under Part 5(4)(a) or Part
           5(6)(a) will constitute a prepayment of Party A's payment
           obligations (to the extent thereof) in respect of the Basis Swap.

      (d)  (Party A): All references to Party A in this Part 5(6) are to Party
           A in respect of the Basis Swap.

(7)   Reduced Payment

      If, on any Payment Date, the application of an amount from the Total
      Available Income (excluding any net amounts due to be received by Party
      B on that Payment Date under clause 14.4(d) of the Supplemental Deed)
      towards Party B's obligations under the Basis Swap and the Fixed Swap
      for the Collection Period ending immediately prior to that Payment Date
      is insufficient to pay in full the amount due by Party B under the Basis
      Swap and the Fixed Swap (prior to any payment netting under Section 2(c)
      taking effect), then Party B's obligation to make payment on that
      Payment Date is limited to the extent that it has funds available for
      that purpose. Party A's obligations to make any payment under the Basis
      Swap and the Fixed Swap on that Payment Date will be reduced (prior to
      any payment netting under Section 2(c) taking effect) by the same
      proportion as the reduction in Party B's payment obligations in respect
      of the Basis Swap and the Fixed Swap on that Payment Date (prior to any
      payment netting under Section 2(c) taking effect).

(8)   Segregation: Where Party A in respect of the Basis Swap is a different
      entity to Party A in respect of the Fixed Swap, the provisions of this
      Agreement shall have effect separately and severally in respect of the
      Basis Swap and the Fixed Swap and shall be enforceable by Party B as
      though a separate agreement applied between Party A and Party B in
      respect of the Basis Swap and the Fixed Swap, so that (among other
      things):

      (a)  representations made and agreements entered into by the parties
           under this Agreement are made and entered into separately and
           severally by Party A and Party B in respect of each of the Fixed
           Swap and the Basis Swap and may be enforced by Party B against
           Party A separately and severally in respect of each of the Fixed
           Swap and the Basis Swap;

      (b)  rights of termination, and obligations and entitlements consequent
           upon termination, only accrue to Party A against Party B separately
           and severally in respect of each of the Fixed Swap and the Basis
           Swap, and only accrue to Party B against Party A separately and
           severally in respect of each of the Fixed Swap and the Basis Swap;

      (c)  the occurrence of an Event of Default or Termination Event in
           respect of the Fixed Swap does not in itself constitute an Event of
           Default or Termination Event in respect of the Basis Swap; and

      (d)  the occurrence of an Event of Default or Termination Event in
           respect of the Basis Swap does not in itself constitute an Event of
           Default or Termination Event in respect of the Fixed Swap.

(9)   Payment Default: In Section 5, delete Section 5(a)(i) and replace it
      with the following:



<PAGE>
                                      13


           "(i)  Failure to Pay. Failure by the party to make, when due, any
                 payment under this Agreement or delivery under Section 2(a)(i)
                 or 2(e) required to be made by it if such failure is not
                  remedied on or before:

                 (1)  where the failure is by Party B, 10.00am on the tenth
                 Business Day after notice of such failure is given to Party B;
                 and

                 (2)  where the failure is by Party A, 10.00am on the tenth
                 Business Day after notice of such failure is given to Party A,

                 provided that a failure by Party B to pay Party A any amount
                 due in accordance with clause 2 of the Fixed Swap is not an
                 Event of Default (unless Party B has sufficient funds to pay
                 such amount in accordance with clause 14 of the Supplemental
                 Deed and Party B fails to pay such amount).

(10)  Termination: In Section 6:

      (i)   add the following sentence at the end of the second paragraph of
            Section 6(b)(ii):

            "However, if Party A is that other party it must, if so requested
            by the Global Trust Manager, use reasonable efforts (which will not
            require Party A to incur a loss, excluding material incidental
            expenses) to make such a transfer to an Affiliate (as that
            expression is defined in Section 14) provided each Current Rating
            Agency has given prior confirmation to Party A that such a transfer
            will not result in an Adverse Rating Effect.";

      (ii)  Section 6(e) is amended by deleting the last sentence of the first
            paragraph.

(11)  Unpaid Amounts: After Section 6(e)(ii), a new Section 6(e)(iii) is
      inserted as follows, Section 6(e)(iii) and 6(e)(iv) are renumbered
      accordingly, and all cross references in the Agreement to Sections
      6(e)(iii) and (iv) are renumbered to the extent necessary:

           "(iii)  Unpaid Amounts. If the Second Method and Loss apply in
                   respect of a Terminated Transaction, in addition to the
                   amounts (if any) payable under Section 6(e)(i)(4) or Section
                   6(e)(ii), an amount will be payable equal to the Termination
                   Currency Equivalent of the Unpaid Amounts owing to Party A
                   less the Termination Currency Equivalent of the Unpaid
                   Amounts owing to Party B. If the amount payable is a
                   positive number, Party B will pay that amount to Party A;
                   if it is a negative number, Party A will pay that amount to
                   Party B. For the purposes of this Section 6(e)(iii), the
                   definition of "Unpaid Amounts" in Section 14 will be
                   construed so that references in that definition to "all
                   Terminated Transactions" and "each Terminated Transaction"
                   are references only to Terminated Transactions in respect
                   of which the Second Method and Loss apply."

(12)  Facsimile Transmission: In Section 12:

      (a)  Replace Section 12(a)(iii) with:

                "(iii)  if sent by facsimile transmission, on the date a
                        transmission report is produced by the machine from
                        which the facsimile was sent which indicates that the
                        facsimile was sent in its entirety to the



<PAGE>
                                      14


                        facsimile number of the recipient notified for the
                        purpose of this Section unless the recipient notifies
                        the sender within one Business Day of the facsimile
                        being sent that the facsimile was not received in its
                        entirety in legible form;"

      (b)  Insert a new paragraph (vi) in Section 12(a) immediately after
           Section 12(a)(v) as follows:

                "(vi)   if sent by ordinary mail, on the third (seventh, if
                        posted to or from a place outside Australia) day after
                        posting."

(13)  Definitions

      In this Agreement, unless the contrary intention appears:

      (a)  Definitions Schedule and Supplemental Deed: unless defined in this
           Agreement, words and phrases defined in the Definitions Schedule
           and the Supplemental Deed (each in the form as at the date of this
           Agreement) have the same meaning in this Agreement. Where there is
           any inconsistency in a definition between this Agreement (on the
           one hand) and the Definitions Schedule or the Supplemental Deed (on
           the other hand), this Agreement prevails. Where there is any
           inconsistency in a definition between the Definitions Schedule and
           the Supplemental Deed, the Supplemental Deed prevails over the
           Definitions Schedule in respect of the Trust. Where words or
           phrases used but not defined in this Agreement are defined in the
           Definitions Schedule in relation to a Trust (as defined in the
           Definitions Schedule) such words or phrases are to be construed in
           this Agreement, where necessary, as being used only in relation to
           the Trust (as defined in the Supplemental Deed);

      (b)  Interpretation: references to time are references to Melbourne
           time, unless stated otherwise;

      (c)  Trustee Capacity:

           (i)   a reference to Party B is a reference to Party B in its
                 capacity as trustee of the Trust only, and in no other
                 capacity; and

           (ii)  a reference to the undertaking, assets, business, money or
                 other thing of or in relation to Party B is a reference to the
                 undertaking, assets, business, money or other thing of or in
                 relation to Party B in the capacity referred to in paragraph
                 (i) only;

      (d) Definitions: in Section 14:

           (i)   replace the definitions of "Affected Transactions" and "Local
                 Business Day" with the following:

                 "Affected Transactions" means, with respect to a Termination
                 Event, all Transactions."

                 "Local Business Day" has the same meaning as "Business Day"."



<PAGE>
                                      15


           (ii)  insert the following new definitions:

                 "Basis Swap" means the Transaction entered into between Party
                 A, Party B and the Global Trust Manager on the terms
                 specified in the form of the Confirmation set out in Annexure
                 1 (or as otherwise agreed between Party A, Party B and the
                 Global Trust Manager).

                 "Basis Swap Amount" means, in relation to a Determination
                 Date and the Collection Period and the Interest Period which
                 relate to that Determination Date, the aggregate Outstanding
                 Principal Balance in relation to all Housing Loans forming
                 part of the Purchased Mortgage Loans being charged a variable
                 rate of interest at the opening of business on the first day
                 of that Collection Period.

                 "Collateral Account" means any account into which collateral
                 is provided by Party A in accordance with this Agreement.

                "CCA" means, in respect of an entity where the entity does not
                have a short term credit rating from S&P equal to or higher
                than S&P's Prescribed Rating in respect of the Fixed Swap, an
                amount at least equal to the greater of:

                (i)    zero;

                (ii)   CR;

                (iii)  1% of the Fixed Swap Amount; or

                (iv)   the net amount (if any) as determined by the Global
                       Trust Manager that is expected to be due by Party A to
                       Party B in respect of the Fixed Swap on the immediately
                       following Payment Date.

                 Where:

                 CR = MTM + VB

                 MTM = the aggregate mark-to-market value (whether positive or
                 negative) of each Transaction in respect of the Fixed Rate
                 Swap determined in accordance with the following paragraph no
                 earlier than 3 Business Days prior to the date that the CCA is
                 deposited in the Collateral Account.

                 Party A must calculate the mark-to-market value of each
                 Transaction in respect of the Fixed Rate Swap by obtaining 2
                 bids from counterparties willing to provide each Transaction
                 in the absence of Party A with ratings acceptable to S&P. The
                 mark-to-market value may be a positive or a negative amount. A
                 bid has a negative value if the payment to be made is from the
                 counterparty to Party A and has a positive value if the
                 payment to be made is from Party A to the counterparty. The
                 mark-to-market value is the higher of the bids (on the basis
                 that any bid of a positive value is higher than any bid of a
                 negative value).



<PAGE>
                                      16


                 VB = the relevant percentage obtained from S&P in accordance
                 with S&P's then current interest rate swap criteria.


                 "Definitions Schedule" means the document entitled "National
                 RMBS Trusts Definitions Schedule" dated 3 January 2001
                 between the parties listed in schedule 1 to that document (as
                 amended from time to time).

                 "Fixed Swap" means the Transaction entered into pursuant to
                 the terms of this Agreement between Party A, Party B and the
                 Global Trust Manager on the terms specified in the form of
                 the Confirmation set out in Annexure 2 (or as otherwise
                 agreed between Party A, Party B and the Global Trust
                 Manager).

                 "Fixed Swap Amount" means, in relation to a Determination
                 Date and the Collection Period and the Interest Period which
                 relate to that Determination Date, the aggregate Outstanding
                 Principal Balance in relation to all Housing Loans forming
                 part of the Purchased Mortgage Loans (excluding Housing Loans
                 being charged a variable rate of interest) at the opening of
                 business on the first day of that Collection Period.

                 "Net Prepayment Amount" in relation to the Basis Swap and a
                 Determination Date and the Interest Period commencing on the
                 next Prepayment Date, means the amount determined in
                 accordance with the following formula:

                       NPA = Y x BSA x   n
                                        ---
                                        365

                where:

                NPA  =  the Net Prepayment Amount for that Interest Period;

                Y    =  TR-VR (expressed as a percentage per annum);

                TR   =  the Threshold Rate on that Determination Date;

                VR   =  the Variable Rate on that Determination Date;

                BSA  =  the Basis Swap Amount for that Interest Period; and

                n    =  the actual number of days in that Interest Period,

                such that if the calculation of this amount is less than zero,
                then the Net Prepayment Amount is taken to be equal to zero.

                 "Prepayment Adjusted Amount" means:

                (a)   for the first Prepayment Date, the Net Prepayment Amount
                      paid by Party A in respect of the Basis Swap pursuant to
                      Part 5(4)(a) of this Schedule in relation to the
                      Interest Period commencing on that Prepayment Date; and



<PAGE>
                                      17


                (b)   for each subsequent Prepayment Date, the
                      aggregate balance of the Net Prepayment
                      Amount paid by Party A in respect of the
                      Basis Swap pursuant to Part 5(4)(a) of this
                      Schedule after taking into account any
                      applications and any additional prepayments
                      by, or repayments to, Party A in respect of
                      the Basis Swap pursuant to Part 5(6)(b) of
                      this Schedule.

                "Prescribed Rating" means:

                 (a)  a short term credit rating of A-1 in the case of S&P; or

                 (b)  in the case of the Fixed Swap, a short term credit
                      rating of P-1 or a long term rating of A2 in the case of
                      Moody's and, in relation to the Basis Swap, a short term
                      rating of P-1 in the case of Moody's.

                 "Supplemental Deed" means the deed entitled "National RMBS
                 Trust 2004-1 Supplemental Deed" dated on or about the date of
                 this Agreement between Party A, Party B, the Global Trust
                 Manager and others.

                 "Trust" means the National RMBS Trust 2004-1 constituted by
                 the Master Trust Deed and a notice of creation of trust.

                "Variable Rate" in relation to a Determination Date means the
                 rate then equal to the weighted average of the variable rates
                 charged in respect of the Housing Loans forming part of the
                 Purchased Mortgage Loans at the close of business on the last
                 day of the Collection Period just ended.

      (f)  ISDA Definitions: The 2000 ISDA Definitions as published by the
           International Swaps and Derivatives Association, Inc (the "2000
           ISDA Definitions") as at the date of this Agreement are
           incorporated into this Agreement and each Confirmation.

      (g)  Inconsistency: Unless specified otherwise, in the event of any
           inconsistency between any two or more of the following documents in
           respect of a Transaction they will take precedence over each other
           in the following order in respect of that Transaction:

           (i)    any Confirmation;

           (ii)   this Agreement;

           (iii)  the Supplemental Deed;

           (iv)   the Definitions Schedule; and

           (v)    the 2000 ISDA Definitions.

      (h) Swap Transaction: Any reference to a:

           (i)   "Swap Transaction" in the 2000 ISDA Definitions is deemed to
                 be a reference to a "Transaction" for the purpose of
                 interpreting this Agreement or any Confirmation; and



<PAGE>
                                      18


           (ii)  "Transaction" in this Agreement or any Confirmation is deemed
                 to be a reference to a "Swap Transaction" for the purpose of
                 interpreting the 2000 ISDA Definitions.

      (i)  Incorporated Definitions and other Transaction Documents and
           provisions: Where in this Agreement a word or expression is defined
           by reference to its meaning in another Transaction Document or
           there is a reference to another Transaction Document or to a
           provision of another Transaction Document, any amendment to the
           meaning of that word or expression or to that other Transaction
           Document or provision (as the case may be) will be of no effect for
           the purposes of this Agreement unless and until the amendment is
           consented to by the parties to this Agreement.

      (j)  Clause 14 of the Supplemental Deed: Party B agrees that it will not
           consent to an amendment to clause 14 of the Supplemental Deed
           without the prior consent if Party A.

(14)  Limitation of Liability: Insert the following Section 15, after Section
      14:

      "15. Party B's Limitation of Liability

           Clause 2 of the Definitions Schedule (as at the date of this
           Agreement) applies to this Agreement as if set out in full in it
           (with any consequential changes as are necessary to give effect to
           that clause in this Agreement).

(15)  Send Information: Insert the following new Section 16 after Section 15:

      "16  Send Information

           On each Determination Date the Global Trust Manager will send to
           each Current Rating Agency such information in the possession of
           the Global Trust Manager as each Current Rating Agency reasonably
           requires in relation to the Basis Swap, the Fixed Swap and any
           other matters in connection with this Agreement."

(1)   Notes Repaid:  Insert the following new Section 17 after
      Section 16:

      "17  Notes Repaid

           If the Invested Amount in respect of all Notes has been repaid, or
           all Notes are deemed under the Transaction Documents to have been
           redeemed in full, then the obligations (if any) of Party A in
           respect of the Basis Swap under Part 5(4)(a) and Part 5(7) of the
           Schedule cease and Party B must repay to Party A in respect of the
           Basis Swap any remaining prepayments made pursuant to those
           provisions, together with any collateral provided by Party A to
           Party B."

(17)  Further Assurances: Each party will, upon request by any other party
      (the "requesting party") at the expense of the requesting party, perform
      all such acts and execute all such agreements, assurances and other
      documents and instruments as the requesting party reasonably requires
      (and, in the case of Party B, are within the powers granted to Party B
      under the Master Trust Deed) to assure and confirm the rights and powers
      afforded, created or intended to be afforded or created, under or in
      relation to this Agreement and each Transaction or other dealing which
      occurs under or is contemplated by it.



<PAGE>
                                      19


(18)  Derivative Contract: The parties acknowledge and agree that for the
      purposes of the Transaction Documents this Agreement is a Derivative
      Contract.

(19)  Procedures for Entering into Transactions

      (a)  With respect to each Transaction entered into pursuant to this
           Agreement and for the purposes of Section 9(e)(ii), Party A will,
           by or promptly after the relevant Trade Date, send:

      (i)  Party B and the Global Trust Manager a Confirmation substantially
           in the form set out in Annexure 1 (or in such other form as may be
           agreed between Party A, Party B and the Global Trust Manager), and
           Party B and the Global Trust Manager must promptly then confirm the
           accuracy of and sign and return, or request the correction of, such
           Confirmation; and

           (ii)  Party B and the Global Trust Manager a Confirmation
                 substantially in the form set out in Annexure 2 (or in such
                 other form as may be agreed between Party A, Party B and the
                 Global Trust Manager), and Party B and the Global Trust
                 Manager must promptly then confirm the accuracy of and sign
                 and return, or request the correction of, such Confirmation;
                 and

      (b)  Party B will enter into each Transaction in its capacity as trustee
           of the Trust.

(20)  Authorised Person: Each party will be entitled to assume, in the absence
      of any knowledge to the contrary, that any person signing any
      Confirmation, notice or other written communication issued in respect of
      this Agreement on behalf of a party is an Authorised Person of that
      party.

(2)   Recorded Conversations: Each party:

      (a)  consents to the electronic recording of its telephone conversations
           with the other party (or any of its associated persons) with or
           without the use of an automatic tone warning device;

      (b)  will provide transcripts of such recordings (if any) upon
           reasonable request by the other party (at the reasonable cost of
           the party requesting);

      (c)  acknowledges that such recordings and transcripts can be used as
           evidence by either party in any dispute between them; and

      (d)  acknowledges that neither is obligated to maintain copies of such
           recordings and transcripts for the benefit of the other party.

(22)  Knowledge or Awareness: Subject to Section 12(a), each party will only
      be considered to have knowledge or awareness of, or notice of, a thing
      or grounds to believe anything by virtue of the officers of that party
      or any Related Entity of that party which have the day to day
      responsibility for the administration or management of that party's (or
      a Related Entity of that party's) obligations in relation to the Trust
      or the Transactions entered into under this Agreement having actual
      knowledge, actual awareness or actual notice of that thing, or grounds
      or reason to believe that thing (and similar references will be
      interpreted in this way).



<PAGE>
                                      20


(23)  Amendments to this Agreement: The Global Trust Manager must give 10
      Business Days' notice in writing to each Current Rating Agency of any
      amendments to this Agreement.

(24)  Global Trust Manager's Undertaking: The Global Trust Manager, Party A
      and Party B undertake to comply with their respective obligations under
      the Supplemental Deed and the other Transaction Documents for the Trust.
      For the avoidance of doubt, the parties acknowledge and agree that the
      failure by Party B, the Global Trust Manager or Party A to comply with
      this undertaking will not give rise to an Event of Default under this
      Agreement.

(25)  Appointment of Global Trust Manager: Party A acknowledges that, under
      the Master Trust Deed, Party B has appointed the Global Trust Manager as
      Global Trust Manager of the Trust, with the powers set out in, and upon
      and subject to the terms of the Master Trust Deed.

Part 6 - Securitisation Provisions

(a)   Inconsistency. In the event of any inconsistency between the provisions
      of this Part 6 and any other provision of this Agreement, the provisions
      of this Part 6 will prevail.

(b)   Deduction or withholding for tax. Section 2 of the agreement is amended
      as follows:

      (i)   In Section 2(d)(ii)(1) the following words are deleted where they
            appear:

                "in respect of which X would not be required to pay an
                additional amount to Y under section 2(d)(i)(4)".

      (ii)  Section 2(d)(i)(4) is deleted in its entirety.

(c)   Events of Default and Termination Events.

      The  following provisions of Section 5 will not apply to either Party A
           or Party B:

      Section 5(a)(ii)
      Section 5(a)(iii)
      Section 5(a)(iv)
      Section 5(a)(v)
      Section 5(a)(vi)
      Section 5(a)(viii)
      Section 5(b)(ii)
      Section 5(b)(iii)
      Section 5(b)(iv)

(d)   Transfer.

      (i)  A new paragraph (c) is added to Section 7 as follows:

           "a party may make such a transfer under, or in accordance with, the
           Master Security Trust Deed."

      and replace the "." at the end of Section 7(b) with "; and".



<PAGE>
                                      21


      (ii) The following sentence is added to Section 7 immediately before the
           last sentence in Section 7:

           "Any transfer in accordance with this Section 7 must be to a party
           with a rating acceptable to each Current Rating Agency and be
           notified to each Current Rating Agency by the party making the
           transfer."

(e) Role and liability of Global Trust Manager.

      Party A acknowledges that the Global Trust Manager will perform the day
      to day management of the Trust on the terms and conditions of the Master
      Trust Deed.

      Notwithstanding any other provision of this Agreement, the Global Trust
      Manager is not liable:

      (i)    in connection with anything done by it in good faith and without
             negligence in reliance upon any document, form or list except where
             it is actually aware that the document, form or list is not
             genuine;

      (ii)   if it fails to do anything because it is prevented or hindered from
             doing it by law or order;

      (iii)  to anyone for payments made by it in good faith to a fiscal
             authority in connection with Taxes (including Taxes assessed on the
             income of the Trust) or other charges in respect of a Trust even if
             the payment need not have been made;

      (iv)   if a person fails to carry out an agreement with the Global Trust
             Manager in connection with the Trust; or

      (v)    to anyone because of any error of law or any matter done or omitted
             to be done by it in good faith in the event of the liquidation or
             dissolution of a company (other than a company under its control),

      except to the extent that any of the foregoing is caused by the Global
      Trust Manager's own gross negligence, fraud or wilful default.

      The Global Trust Manager personally is not a "party" (as that term is
      used in Section 2(a)(i) of the Master Agreement) under the Agreement for
      the purposes of determining the obligations, representations and
      undertakings of each "party" to it.

(f)   Appointment of attorney by Party B. Party B hereby exclusively appoints
      the Global Trust Manager as its attorney to act on Party B's behalf and
      exercise all rights and powers of Party B with respect to this
      Agreement. Without limiting the generality of the foregoing, the Global
      Trust Manager may issue and receive on behalf of Party B all notices,
      certificates and other communications to or by Party A, under this
      Agreement until such time as Party B serves written notice on Party A of
      the revocation of the Global Trust Manager's authority to act on behalf
      of Party B in accordance with this Part 6(f) of the Schedule.



<PAGE>
                                      22


                                  ANNEXURE 1

                FORM OF CONFIRMATION FOR BASIS SWAP
                 - National RMBS Trust 2004-1 ("Trust")


28 September 2004

<TABLE>
<CAPTION>
<S>     <C>                                   <C>
To:     Perpetual Trustee Company Limited     National Global MBS Manager, Pty Ltd.
        Level 8                               Level 24
        9 Castlereagh Street                  500 Bourke Street
        Sydney  NSW  2000                     Melbourne   VIC   3000

        Attention: Manager, Securitisation    Attention: Manager, Group Funding
</TABLE>

SWAP CONFIRMATION - BASIS SWAP

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below
("Transaction"). This letter constitutes a "Confirmation" as referred to in
the Master Agreement specified below.

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of 28 September 2004, as amended, novated or
supplemented from time to time ("Agreement"), between National Australia Bank
Limited (ABN 12 004 044 937) ("Party A"), Perpetual Trustee Company Limited,
(ABN 42 000 001 007) as trustee of the Trust ("Party B") and National Global
MBS Manager Pty Ltd (ABN 36 102 668 226) ("Global Trust Manager"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.

The terms of the particular Transaction to which this Confirmation relates are
as follows:

Trade Date:                  28 September 2004

Effective Date:              28 September 2004

Termination Date:            Means the earlier of:

                             (a)   the date that all the Notes have been
                                   redeemed in full;

                             (b)   the Final Termination Date; and

                             (c)   the Payment Date falling in March 2034,

                             subject to the Following Business Day Convention.

Notional Amount:             With respect to each Interest Period just ended,
                             means the Basis Swap Amount for that Interest
                             Period.

Floating Administered        Party B
Rate Payer:

<PAGE>
                                      23


Floating Administered        Each Payment Date
Rate Payer Payment
Dates:

Floating Rate Option:        The weighted average of the weighted average
                             interest rates for all Housing Loans comprising
                             part of the Purchased Mortgage Loans being
                             charged a variable rate of interest during the
                             Collection Period which relates to the relevant
                             Interest Period, as calculated by the Global
                             Trust Manager on the first and the last day of
                             that Collection Period.

Floating Rate Day Count      Actual (Fixed 365).
Fraction:

Floating BBSW Amounts:

Floating BBSW Rate Payer:    Party A

Floating BBSW Rate Payer     Each Payment Date
Payment Dates:

Payment Dates:

Floating Rate Option:        Bank Bill Rate

Spread:                      1.35% per annum..

Floating Rate Day Count      Actual/365 (Fixed)
Fraction:

Reset Dates:                 The first day of each Interest Period.

Business Day:                Melbourne, Sydney, New York and London provided
                             that day is also a TARGET Settlement Date

Business Day Convention:     Following

Calculation Agent:           The Global Trust Manager

Account Details
Instruction:

Account for payments to      As advised
Party A:

Account for payments to      As advised
Party B:

Other Provisions:            The Transaction to which this Confirmation
                             relates is a Basis Swap for the purposes of the
                             Agreement.



<PAGE>
                                      24


Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning it to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely


SIGNED for and on behalf of           SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY             NATIONAL AUSTRALIA BANK
LIMITED (ABN 42 000 001 007) as       LIMITED (ABN 12 004 044 937)
trustee of the National RMBS
Trust 2004-1


By:                                   By:
      /s/ Kate Hamblin                       /s/ Michael White
      ----------------------------           -----------------------------
      (Authorised Person)                    (Authorised Person)

Name: Kate Hamblin                    Name:  Michael White
      -----------------------------          -----------------------------

Title: Manager                        Title: Manager Group Funding
      -----------------------------          -----------------------------



SIGNED for and on behalf of
NATIONAL GLOBAL MBS MANAGER PTY LTD


By:   /s/ Michael White
      -------------------------------
      (Authorised Person)

Name: Michael White
      -----------------------------

Title: Manager Group Funding
      -----------------------------



<PAGE>
                                      25


                                  ANNEXURE 2


                      FORM OF CONFIRMATION FOR FIXED SWAP
                     National RMBS Trust 2004-1 ("Trust")


28 September 2004

<TABLE>
<CAPTION>
<S>     <C>                                   <C>
To:     Perpetual Trustee Company Limited     National Global MBS Manager, Pty Ltd.
        Level 8                               Level 24
        9 Castlereagh Street                  500 Bourke Street
        Sydney  NSW  2000                     Melbourne   VIC   3000

        Attention: Manager, Securitisation    Attention: Manager, Group Funding
</TABLE>


SWAP CONFIRMATION - FIXED SWAP


The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below
("Transaction"). This letter constitutes a "Confirmation" as referred to in
the Master Agreement specified below.


This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of 28 September 2004, as amended, novated or
supplemented from time to time ("Agreement"), between National Australia Bank
Limited, (ABN 12 004 044 937) ("Party A"), Perpetual Trustee Company Limited
(ABN 42 000 001 007) as trustee of the Trust ("Party B") and National Global
MBS Manager Pty Ltd (ABN 36 102 668 226) ("Global Trust Manager"). All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.

1     The Transaction


The terms of the particular Transaction to which this Confirmation relates are
as follows:


Trade Date:                  28 September 2004

Effective Date:              28 September 2004

Termination Date:            Means the earlier of:

                             (a)   the date that all the Notes have been
                                   redeemed in full;

                             (b)   the Final Termination Date; and



<PAGE>
                                      26


                             (c)   the Payment Date falling in March 2034,


                             subject to the Following Business Day Convention.

Notional Amount:             With respect to each Interest Period just ended,
                             means the Fixed Swap Amount for that Interest
                             Period.

Fixed Amounts:

Fixed Rate Payer:            Party B

Fixed Rate Payer Payment     Each Payment Date
Dates:

Fixed Rate:                  The weighted average of the weighted average
                             interest rates for all Housing Loans comprising
                             part of the Purchased Mortgage Loans being
                             charged a fixed rate of interest during the
                             Collection Period that relates to the relevant
                             Interest Period, as calculated by the Global
                             Trust Manager on the first day and the last day
                             of that Collection Period.

Fixed Rate Day Count         Actual/365 (Fixed).
Fraction:

Floating Amounts:

Floating Rate Payer:         Party A

Floating Rate Payer          Each Payment Date
Payment Dates:

Floating Rate Option:        Bank Bill Rate

Spread:                      1.39% per annum.

Floating Rate Day Count      Actual/365 (Fixed)
Fraction:

Reset Dates:                 The first day of each Interest Period.

Business Day:                Melbourne, Sydney, New York and London provided
                             that day is also a TARGET Settlement Date

Business Day Convention:     Following

Calculation Agent:           The Global Trust Manager

Account Details
Instruction:



<PAGE>
                                      27


Account for payments to      As advised
Party A

Account for payments to      As advised
Party B

Other Provisions:            The Transaction to which this Confirmation
                             relates is a Fixed Swap for the purposes of the
                             Agreement.


2     Break Amounts

(a)   On each Payment Date Party B agrees to pay to Party A the Total Break
      Amount but only if it is positive.

(b)   Any amount payable under paragraph (a) is not to be netted in accordance
      with Section 2(c).

(c)   Nothing in this clause 2 is to be taken to result in this Transaction
      actually being terminated at any time as a result of calculations
      required under this clause.

(d)   Party A is to be the sole Calculation Agent for the purpose of
      calculations required under the definition of Break Amount but must make
      these calculations on the assumption that there are two Affected
      Parties.

(e)   In this clause:

      "Break Amount" means, in respect of a Fixed Interest Rate Loan that is
      subject to a Prepayment Date, the amount, if any, that would be payable
      by one party to the other under Section 6(e)(ii)(2) on the following
      assumptions:

      (i)    the event giving rise to the Prepayment Date is an Additional
             Termination Event in respect of this Transaction and that both
             parties are Affected Parties;

      (ii)   the Prepayment Date is an Early Termination Date of this
             Transaction;

      (iii)  the Notional Amount of this Transaction the subject of the Early
             Termination Date equals the Prepayment Amount applicable to the
             Prepayment Date;

      (iv)   Loss is the applicable payment measure.

      A Break Amount payable by Party B is to be expressed as a positive number.

      "Prepayment Amount" means, in respect of a Fixed Interest Rate Loan and
      a Prepayment Date, the amount of that loan prepaid or required to be
      repaid on that Prepayment Date.

      "Prepayment Date" means, in respect of a Fixed Interest Rate Loan, the
      date on which it is terminated or prepaid for any reason before its
      scheduled maturity date.

      "Total Break Amount" in respect of a Payment Date means the sum of each
      Break Amount calculated in respect of the Prepayment Dates occurring
      during the Collection Period ending immediately before that Payment
      Date.


Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning it to us by facsimile today.



<PAGE>
                                      28


Executed documents will follow by mail.


Yours sincerely





SIGNED for and on behalf of            SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY              NATIONAL AUSTRALIA BANK
LIMITED (ABN 42 000 001 007) as        LIMITED (ABN 12 004 044 937)
trustee of the National RMBS
Trust 2004-1


By:   /s/ Kate Hamblin                By:   /s/ Michael White
      -----------------------------         -----------------------------
      (Authorised Person)                   (Authorised Person)

Name: Kate Hamblin                    Name: Michael White
      -----------------------------         -----------------------------

Title: Manager                        Title: Manager Group Funding
      -----------------------------         -----------------------------





SIGNED for and on behalf of
NATIONAL GLOBAL MBS MANAGER PTY
LTD


By:   /s/ Michael White
      -------------------------------
(Authorised Person)

Name: Michael White
      -----------------------------

Title: Manager Group Funding
      -----------------------------



<PAGE>
                                      29
EXECUTION PAGES FOR ISDA MASTER AGREEMENT AND SCHEDULE

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




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



<PAGE>
                                      30


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

-------------------------------
Occupation of witness