Exhibit 4.8


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                    National RMBS Trust 2004-1
                    Agency Agreement

Date:               28 September 2004

Parties:            PERPETUAL TRUSTEE COMPANY LIMITED
                    (ABN 42 000 001 007) having an office at
                    Level 7, 9 Castlereagh Street, Sydney, NSW
                    2000 in its capacity as trustee of the
                    National RMBS Trust 2004-1 ("Issuer Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ACN 36
                    102 668 226) having an office at Level 24,
                    500 Bourke Street, Melbourne  VIC  3000
                    ("Global Trust Manager")
                    THE BANK OF NEW YORK, NEW YORK, a New York
                    banking corporation acting through its New
                    York branch at 101 Barclay Street, 21W, New
                    York, New York 10286 ("Note Trustee", "Class
                    A-1 Note Registrar", "Class A-3 Note
                    Registrar" and "Principal Paying Agent")
                    THE BANK OF NEW YORK, LONDON BRANCH, a New
                    York banking corporation acting through its
                    London branch at 48th Floor, One Canada
                    Square, London E14 5AL ("London Paying
                    Agent" and "Calculation Agent")
                    DEUTSCHE BANK LUXEMBOURG S.A. acting through
                    its Luxembourg branch at 2 boulevard Konrad
                    Adenauer, L-1115 Luxembourg ("Luxembourg
                    Paying Agent")

Recitals:

               A.   The Issuer Trustee in its capacity as trustee of the
                    Trust, at the direction of the Global Trust Manager,
                    wishes to issue the Offshore Notes.

               B.   The Issuer Trustee wishes to appoint each Agent in respect
                    of the Offshore Notes and each of them has accepted their
                    appointments on the terms set out in this agreement.

Operative provisions:

1     Definitions and Interpretation
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Definitions Schedule
               1.1  In this agreement:

                    Definitions Schedule means the deed called "National RMBS
                    Trusts Definitions Schedule" dated 3 January 2001 and made
                    between the companies described in schedule 1 to that
                    deed.

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

               1.2  Except to the extent to which words and phrases are
                    otherwise defined in this agreement, words and phrases
                    defined in the Definitions Schedule or the Supplemental
                    Deed in respect of the Trust shall bear the


                                                                      28 09 04
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                    same meaning in this agreement. In the event of any
                    inconsistency between a definition in this agreement and a
                    definition in the Definitions Schedule, the definitions in
                    this agreement will prevail. In the event of any
                    inconsistency between a definition in the Definitions
                    Schedule and a definition in the Supplemental Deed, the
                    definition in the Supplemental Deed will prevail. Any
                    amendment to the Definitions Schedule will only apply to
                    this agreement if made in accordance with this agreement.

               1.3  Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are incorporated into this agreement as if those clauses
                    were set out in full with references to "this deed" being
                    construed as references to "this agreement".

Definitions
               1.4  The following words have these meanings in this agreement
                    unless the contrary intention appears.

                    Agent means a several reference to each Paying Agent, each
                    Note Registrar and the Calculation Agent.

                    Class A-1 Note Register means the register maintained in
                    respect of the Class A-1 Notes in accordance with clause
                    12 of this agreement.

                    Class A-3 Note Register means the register maintained in
                    respect of the Class A-3 Notes in accordance with clause
                    12 of this agreement.

                    Calculation Agent means The Bank of New York, London
                    Branch, or if The Bank of New York, London Branch resigns
                    or its appointment is terminated as calculation agent, the
                    person from time to time appointed in its place to perform
                    the functions of the calculation agent under this
                    agreement.

                    Depository has the meaning set out in the Note Trust Deed.

                    Note Register means:

                    (a) the Class A-1 Note Register; or

                    (b) the Class A-3 Note Register,

                    as the context requires.

                    Note Registrar means:

                    (a) the Class A-1 Note Registrar; or

                    (b) the Class A-3 Note Registrar,

                    as the context requires.

                    Offshore Notes means the Class A-1 Notes and the Class A-3
                    Notes.

                    Offshore Noteholders means the Class A-1 Noteholders and
                    the Class A-3 Noteholders.

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                    Paying Agent means each of:

                    (a)  the Luxembourg Paying Agent; and

                    (b) the London Paying Agent,

                    until any of them resigns or their appointment is
                    terminated as paying agent and each other person from time
                    to time appointed in its place to perform the functions of
                    a paying agent and, except where the context otherwise
                    requires, includes the Principal Paying Agent.

                    Principal Paying Agent means The Bank of New York, New
                    York, or, if The Bank of New York, New York resigns or its
                    appointment is terminated as principal paying agent, the
                    person from time to time appointed in its place to perform
                    the functions of the principal paying agent under this
                    agreement.

                    Trust means the National RMBS Trust 2004-1.

2     Appointment of Agents
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Appointment of Agents

               2.1  The Issuer Trustee:

                    (a)  at the direction of the Global Trust Manager,
                         appoints the Principal Paying Agent at its Specified
                         Office as its initial principal paying agent;

                    (b)  at the direction of the Global Trust Manager,
                         appoints each Paying Agent at its Specified Office or
                         Specified Offices as its initial paying agents;

                    (c)  at the direction of the Global Trust Manager,
                         appoints:

                         (i)  the Class A-1 Note Registrar at its Specified
                              Office as its initial Class A-1 note registrar;
                              and

                         (ii) the Class A-3 Note Registrar at its Specified
                              Office as its initial Class A-3 note registrar;

                    (d)  at the direction of the Global Trust Manager,
                         appoints the Calculation Agent at its Specified
                         Office as its initial calculation agent; and

                    (e)  authorises each Agent from time to time, to take the
                         action on its behalf and to exercise the rights,
                         powers and remedies and observe the obligations which
                         are specifically delegated to that Agent by or under
                         this agreement or which are set out in the Class A
                         Note Conditions and further rights and powers which
                         are reasonably incidental to those delegated rights
                         and powers or are agreed between the Issuer Trustee
                         and the relevant Agent from time to time including:

                         (i)  in the case of each Note Registrar:

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                              (A)   completing, authenticating and delivering
                                    the relevant Book-Entry Notes and (if
                                    required) completing, authenticating and
                                    delivering relevant Definitive Notes; and

                              (B)   exchanging (if required) the relevant
                                    Book-Entry Notes for Definitive Notes in
                                    accordance with the terms of the
                                    Book-Entry Notes;

                         (ii) in respect of the Principal Paying Agent
                              and the Paying Agents:

                              (A)   paying sums due on Book-Entry Notes and
                                    Definitive Notes;

                              (B)   if requested by the Note Trustee,
                                    arranging on behalf of the Issuer Trustee
                                    for notices to be communicated to the
                                    Offshore Noteholders; and

                              (C)   performing all other obligations and
                                    duties imposed upon it by the Class A Note
                                    Conditions and this agreement.

Acceptance of appointment
                    2.2  Each Agent accepts its appointment under clause 2.1.
                         Each Agent must exercise the rights, powers and
                         remedies, and observe the obligations which are
                         specifically delegated to it by or under this
                         agreement or which are set out in the Class A Note
                         Conditions. The obligations of the Agents are several
                         and not joint.

Representation by each Agent
               2.3  Each Agent represents and warrants that it is duly
                    qualified to assume its obligations under this agreement.

Additional Agents
               2.4  The Issuer Trustee may, at the direction of the Global
                    Trust Manager, from time to time, with the approval of the
                    Note Trustee in writing, appoint additional or substitute
                    paying agents, calculation agents or note registrars in
                    such jurisdictions and locations as it may consider
                    appropriate. Upon such agent delivering to the other
                    parties to this agreement an undertaking (in a form and
                    substance satisfactory to the Note Trustee) to be bound by
                    the provisions of this agreement, and supplying the
                    particulars specified in this agreement, it shall become a
                    party to this agreement as if originally named as a Paying
                    Agent, the Calculation Agent or a Note Registrar, as the
                    case may be. References to "Agent" shall, where the
                    context permits, include any additional or substitute
                    agents appointed pursuant to this clause 2.4.

Acknowledgment
               2.5  It is acknowledged and agreed that:

                    (a)  subject to clause 3, each Agent is the agent of the
                         Issuer Trustee in its capacity as trustee of the
                         Trust only; and

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                    (b)  despite anything else in this agreement, any other
                         Transaction Document or at law, the Issuer Trustee in
                         its personal capacity is not responsible for any act
                         or omission of an Agent.

3     The Note Trustee
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Agents to act for Note Trustee
               3.1  At any time after an Event of Default has occurred, the
                    Note Trustee may:

                    (a)  by notice in writing to the Issuer Trustee and each
                         Agent, require each Agent thereafter as far as
                         permitted by any applicable law and until notified by
                         the Note Trustee to the contrary:

                         (i)  to act as an agent of the Note Trustee under the
                              Note Trust Deed and the Offshore Notes
                              on the terms of this agreement
                              (with consequential amendments as
                              necessary and except that the
                              Note Trustee's liability for the
                              indemnification, remuneration and
                              expenses of the Agents will be
                              limited to the amounts for the
                              time being held by the Note
                              Trustee in respect of the
                              Offshore Notes on the terms of
                              the Note Trust Deed) and
                              thereafter to hold all Offshore
                              Notes and all moneys, documents
                              and records held by them in
                              respect of Offshore Notes to the
                              order of the Note Trustee; or

                         (ii) to deliver all Offshore Notes and all moneys,
                              documents and records held by it in respect of the
                              Offshore Notes to the Note Trustee or as the Note
                              Trustee directs in such notice other than any
                              documents or records which the relevant Agent is
                              obliged not to release by any law or regulation;
                              and

                    (b)  by notice in writing to the Issuer Trustee require it
                         to make all subsequent payments in respect of the
                         Offshore Notes to or to the order of the Note Trustee
                         and not to the Principal Paying Agent.

Good Discharge to Issuer Trustee
               3.2  The payment by or on behalf of the Issuer Trustee of its
                    payment obligations on each Payment Date under the
                    Supplemental Deed and the Class A Note Conditions to the
                    Note Trustee in accordance with clause 3.1(b) is a good
                    discharge to the Issuer Trustee and the Issuer Trustee
                    will not be liable for any act or omission or default of
                    the Note Trustee during the period it is required to make
                    payments to the Note Trustee under clause 3.1(b).

Notice of change of the Note Trustee
               3.3  The Global Trust Manager shall promptly give notice to the
                    Agents of any change in the person or persons acting as
                    the Note Trustee from time to time at such time that it
                    has notice of such change.

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4     Payments
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Payments of amounts due
               4.1  The Issuer Trustee shall pay to or to the order of the
                    Principal Paying Agent, to such account of the Principal
                    Paying Agent as the Principal Paying Agent shall specify
                    to the Issuer Trustee in US$ (in the case of Class A-1
                    Notes) and (euro) (in the case of Class A-3 Notes) in same
                    day funds, no later than 10:00am (New York time) (in the
                    case of Class A-1 Notes) or 10:00am (London time) (in the
                    case of Class A-3 Notes) on each Payment Date, an amount
                    sufficient to pay the interest on the Invested Amount of
                    the Offshore Notes as set out in the Class A Note
                    Conditions and any principal amount due to be paid on such
                    Payment Date in respect of the Offshore Notes under the
                    Class A Note Conditions and this agreement.

                    No later than 10:00am (New York time) (in the case of
                    Class A-1 Notes) or 10:00am (London time) (in the case of
                    Class A-3 Notes) on the second Business Day prior to each
                    Payment Date, the Global Trust Manager shall on behalf of
                    the Issuer Trustee notify by facsimile to the Principal
                    Paying Agent that it has given the bank through which the
                    Issuer Trustee is to make such payment irrevocable
                    instructions for such payment to the Principal Paying
                    Agent and such bank shall confirm to the Principal Paying
                    Agent by such means approved by the Principal Paying Agent
                    that such payment will be made.

                    The Global Trust Manager will direct the Issuer Trustee to
                    make all payments required to be made by the Issuer
                    Trustee under this clause 4.

Payments by Paying Agents
               4.2  Subject to payment being duly made as provided in clause
                    4.1 (or the Principal Paying Agent otherwise being
                    satisfied that the payment will be duly made on the due
                    date), and subject to clause 6, the Principal Paying Agent
                    will:

                    (a)  subject to paragraph (b), pay or cause to be paid to
                         the Offshore Noteholders on behalf of the Issuer
                         Trustee on each Payment Date the relevant amounts of
                         principal and interest due in respect of the Offshore
                         Notes in accordance with this agreement and the Class
                         A Note Conditions; and

                    (b)  pay or cause to be paid to the relevant Depository
                         (or, if applicable, its nominee in whose name the
                         Book-Entry Notes are registered), to the account
                         specified by the relevant person, on each Payment
                         Date the relevant amounts of principal and interest
                         due in respect of the Offshore Notes in accordance
                         with this agreement and the Class A Note Conditions.

Notification
               4.3  The Principal Paying Agent will promptly notify each of
                    the other Agents, the Note Trustee, the Security Trustee
                    and the Issuer Trustee if it has not, by 10:00am (New York
                    time) (in the case of Class A-1 Notes) or 10:00am


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                    (London time) (in the case of Class A-3 Notes) on the
                    second Business Day prior to any Payment Date, received
                    the confirmation referred to in clause 4.1 above or has
                    not, by 10:00am (New York time) (in the case of Class A-1
                    Notes) or 10:00am (London time) (in the case of Class A-3
                    Notes) on any Payment Date, received in full the amount so
                    due. In the absence of such notification by the Principal
                    Paying Agent as provided above, each of the Paying Agents
                    shall be entitled:

                    (a)  to pay the interest on, and the principal of, the
                         Offshore Notes due on such Payment Date; and

                    (b)  (if applicable) to claim any amounts so paid by it
                         from the Principal Paying Agent.

Paying Agents to Record, Notify Payments and Deliver Surrendered Notes
               4.4  Each Paying Agent must:

                    (a)  (Notify Note Registrar) promptly notify the relevant
                         Note Registrar of each payment made by it, or at its
                         direction, to Offshore Noteholders;

                    (b)  (Records) keep a full and complete record of each
                         payment made by it, or at its direction, to Offshore
                         Noteholders and provide copies of such records to the
                         Issuer Trustee, the Global Trust Manager, the Note
                         Trustee or the relevant Note Registrar upon request;
                         and

                    (c)  (Deliver) promptly deliver to the relevant Note
                         Registrar any Offshore Notes surrendered to it
                         pursuant to Condition 8.2 of the Class A Note
                         Conditions.

Make payments
               4.5  Subject to the Principal Paying Agent being satisfied in
                    its discretion that payment will be duly made as provided
                    in clause 4.1, the Principal Paying Agent and each Paying
                    Agent shall pay or cause to be paid all amounts due in
                    respect of the Offshore Notes on behalf of the Issuer
                    Trustee in the manner provided in the Class A Note
                    Conditions. If any payment provided for in clause 4.1 is
                    made late but otherwise in accordance with the provisions
                    of this agreement, the Paying Agents shall nevertheless
                    make payments in respect of the Offshore Notes following
                    receipt by the Principal Paying Agent of such payment.

Non-Payment
               4.6  If the Issuer Trustee fails to make any payment, unless
                    and until the full amount of the payment has been made
                    under the terms of this agreement (except as to the time
                    of making the payment) or other arrangements satisfactory
                    to the Principal Paying Agent have been made, none of the
                    Principal Paying Agent nor any of the other Paying Agents
                    is bound to make any payment in accordance with this
                    clause 4 (but may, in its discretion, make any such
                    payment).

Full amount not received
               4.7  If the amounts received by the Principal Paying Agent in
                    US$ (in the case of Class A-1 Notes) or (euro) (in the
                    case of Class A-3 Notes) pursuant to clause 4.1 are
                    insufficient to satisfy all claims in respect of all
                    payments then falling due in respect of the Offshore
                    Notes, the Paying


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                    Agents are not obliged to pay any such claims until the
                    Principal Paying Agent has received the full amount of all
                    such payments.

Interest on overdue amounts
               4.8  Without prejudice to clauses 4.3 and 4.7, if the Principal
                    Paying Agent pays any amounts to the Offshore Noteholders
                    or to any other Paying Agent at the time when it has not
                    received payment in full in respect of the relevant
                    Offshore Notes in accordance with clause 4.1 (the excess
                    of the amounts so paid over the amounts so received being
                    the "Shortfall"), the Issuer Trustee will, in addition to
                    paying amounts due under clause 4.1, pay to the Principal
                    Paying Agent on demand interest (at a rate which
                    represents the Principal Paying Agent's cost of funding
                    the Shortfall as evidenced to the Issuer Trustee by the
                    provision of details of the calculation of the cost of
                    funding) on the Shortfall (or the unreimbursed portion
                    thereof) until the receipt in full by the Principal Paying
                    Agent of the Shortfall.

Reimburse other Agents
               4.9  The Issuer Trustee authorises and directs the Principal
                    Paying Agent on demand to promptly reimburse each other
                    Paying Agent for payments in respect of Offshore Notes
                    properly made by such Paying Agent in accordance with this
                    agreement and the Class A Note Conditions unless the
                    Principal Paying Agent has notified the other Paying
                    Agents, prior to the opening of business in the location
                    of the office of the other Paying Agents through which
                    payment in respect of the Offshore Notes can be made on
                    the due date of a payment in respect of the Offshore
                    Notes, that the Principal Paying Agent does not expect to
                    receive the amount payable by the Issuer Trustee or
                    confirmation (as the case may be) under clause 4.1. The
                    Issuer Trustee will not be responsible for the
                    apportionment of any moneys between the Principal Paying
                    Agent and other Paying Agents and a payment to the
                    Principal Paying Agent of any moneys due to the Paying
                    Agents will operate as good discharge to the Issuer
                    Trustee in respect of such moneys.

Late payment
               4.10 Without limiting clause 4.3, if the Principal Paying Agent
                    has not received on or before the due date of any payment
                    in respect of the Offshore Notes the full amount payable
                    on such date but receives such full amount later it will
                    forthwith:

                    (a)  so notify the Issuer Trustee, the Security Trustee,
                         the other Paying Agents and the Note Trustee; and

                    (b)  upon request by the Note Trustee give notice to the
                         Offshore Noteholders in accordance with the Class A
                         Note Conditions that it has received such full
                         amount.

Partial payments
                    4.11 If payment of only part of the amount payable in
                         respect of an Offshore Note is made (except as a
                         result of a withholding or deduction as permitted by
                         the Class A Note Conditions), the Paying Agent to
                         whom the Offshore Note is presented shall procure
                         that such Offshore Note is enfaced with a memorandum
                         of the amount paid and date of payment and such
                         record shall, in the absence of manifest error, be
                         prima facie


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                         evidence that the payment in question has
                         not to that extent been made. The Paying Agent shall
                         in addition notify the Note Trustee of such partial
                         payment.

Deductions
               4.12 The Principal Paying Agent is entitled to withhold or
                    deduct from all payments to Offshore Noteholders any
                    amounts which the Issuer Trustee or the Principal Paying
                    Agent is required to withhold or deduct by any applicable
                    law but the Global Trust Manager is responsible for making
                    all determinations regarding any such withholding or
                    deduction and to notify the Issuer Trustee (which must in
                    turn notify the Principal Paying Agent) of any such
                    withholding or deduction in sufficient time for the
                    Principal Paying Agent to withhold or deduct from such
                    payment as instructed by the Issuer Trustee.

                    If the Issuer Trustee is, in respect of any payments,
                    required to withhold or deduct any amount for or on
                    account of taxes, duties, assessments or governmental
                    charges as specifically contemplated under the Class A
                    Note Conditions, the Global Trust Manager must give notice
                    thereof to the Issuer Trustee (which must in turn notify
                    the Principal Paying Agent) and the Note Trustee as soon
                    as it becomes aware of the requirement to make such
                    withholding or deduction and shall give to the Issuer
                    Trustee such information as it requires to enable it to
                    comply with such requirements.

Unpaid money
               4.13 If any Offshore Note becomes void or claims in respect of
                    any principal or interest payable under any Offshore Note
                    become void under the Class A Note Conditions, the
                    Principal Paying Agent shall promptly repay to the Issuer
                    Trustee the amount received by the Principal Paying Agent
                    (if any) which would have been due on such Offshore Note
                    if it had been presented for payment before it became void
                    or such claim became prescribed.

No Set-off
               4.14 No Agent is entitled to exercise any right of set-off,
                    withholding, counterclaim, combination of accounts or lien
                    against, or make any deduction in any payment to, any
                    person entitled to receive amounts of principal or
                    interest of the Offshore Notes in respect of moneys
                    payable by it under this agreement.

Currency Swaps
               4.15 The payment by the Issuer Trustee of its payment
                    obligations under the Supplemental Deed on each Payment
                    Date to the Counterparties under the Currency Swaps will
                    be a good discharge of its corresponding obligations under
                    this clause 4.

Trust
               4.16 The Principal Paying Agent shall hold on trust for the
                    Note Trustee and the Offshore Noteholders all sums held by
                    it for the payment of principal and interest with respect
                    to the Offshore Notes (but without any requirement to
                    physically segregate such payments from other funds held
                    by the Principal Paying Agent in any capacity) until the
                    relevant

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                    sums are paid by the Principal Paying Agent in accordance
                    with clause 4.2.

5     Exchange of  Book-Entry Notes
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Exchange for Definitive Notes
               5.1  Each Book-Entry Note shall be exchangeable in whole but
                    not in part for Definitive Notes in certain limited
                    circumstances set out in the Note Trust Deed.

Notification
               5.2  The Principal Paying Agent shall notify the Issuer Trustee
                    forthwith upon receipt of a notice requiring exchange for
                    Definitive Notes in accordance with the provisions of a
                    Book-Entry Note and the aggregate Invested Amount of the
                    Book-Entry Notes to be exchanged in connection with such
                    request.

Outstanding amount
               5.3  The Principal Paying Agent shall, upon request by the
                    Issuer Trustee or the Note Trustee, promptly inform the
                    Issuer Trustee or the Note Trustee, as the case may be, by
                    facsimile or other acceptable form of communication of the
                    aggregate Invested Amount of Offshore Notes then
                    outstanding at the time of such request.

6     Redemption
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Part Redemption of Notes on Payment Dates
               6.1  (a)  (Global Trust Manager to make determinations etc) No
                         later than 2 Business Days prior to each Payment
                         Date, the Global Trust Manager will make the
                         determinations referred to in Condition 7.9 of the
                         Class A Note Conditions in relation to that Payment
                         Date and will notify the Issuer Trustee, the Note
                         Trustee, the Principal Paying Agent, the Calculation
                         Agent, each Note Registrar and the Luxembourg Stock
                         Exchange of such.

                    (b)  (Notify Depository) If any Book-Entry Notes are
                         outstanding, on receipt of a notification under
                         Condition 7.3 of the Class A Note Conditions, the
                         Principal Paying Agent must notify each Depository of
                         any proposed redemption in accordance with that
                         Depository's applicable procedures, specifying the
                         principal amount of each Book-Entry Note to be
                         redeemed and the date on which the redemption is to
                         occur and must provide a copy to each Depository of
                         the notification received under Condition 7.3 of the
                         Class A Note Conditions.

Early Redemption
               6.2  (a)  (Notice to Paying Agent etc): If the Issuer
                         Trustee intends to redeem all (but not some only) of
                         the Offshore Notes prior to the Final Maturity Date
                         pursuant to Condition 7.3 of the Class A Note
                         Conditions, the Global Trust Manager will direct the
                         Issuer Trustee to give the requisite notice to the
                         Seller, the Note Trustee, the Principal Paying Agent,
                         each Note Registrar, the

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                         Calculation Agent and the Offshore Noteholders in
                         accordance with Condition 7.3 (as the case may be) of
                         the Class A Note Conditions and stating the date on
                         which such Offshore Notes are to be redeemed.

                    (b)  (Notice to Depository): The Principal Paying Agent
                         will, on receipt of a notice under clause 6.2(a), and
                         if any Book-Entry Notes are outstanding, notify each
                         Depository of the proposed redemption in accordance
                         with that Depository's applicable procedures,
                         specifying the Invested Amount and Stated Amount of
                         each Book-Entry Note to be redeemed, the amount of
                         principal to be repaid in relation to each Book-Entry
                         Note and the date on which the Book-Entry Notes are
                         to be redeemed.

7     General note registrar and paying agent matters
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Notices to Offshore Noteholders
               7.1  (a)  (Notices to be given by Note Registrars): At the
                         request of the Issuer Trustee, the Note Trustee, the
                         Global Trust Manager, the Security Trustee or any
                         other Agent, and at the expense of the Issuer
                         Trustee, each Note Registrar will arrange for the
                         delivery of all notices to Offshore Noteholders in
                         accordance with the Class A Note Conditions.

                    (b)  (Copy to Note Trustee): Each Note Registrar will
                         promptly send to the Note Trustee one copy of the
                         form of every notice given to Offshore Noteholders in
                         accordance with the Class A Note Conditions (unless
                         such notice is given at the request of the Note
                         Trustee).

                    A Note Registrar will not be responsible for, or liable to
                    any person in respect of, the contents of any notices or
                    reports delivered by it at the request of the Issuer
                    Trustee, the Note Trustee, the Global Trust Manager, the
                    Security Trustee or any other Agent pursuant to this
                    clause 7.1.

Copies of Documents for inspection
               7.2  The Global Trust Manager will provide to each Note
                    Registrar sufficient copies of all documents required by
                    the Class A Note Conditions or the Note Trust Deed to be
                    available to Offshore Noteholders for issue or inspection.

Notice of any Withholding or Deduction
               7.3  If the Issuer Trustee or any Paying Agent is, in respect
                    of any payment in respect of an Offshore Note, compelled
                    to withhold or deduct any amount for or on account of any
                    taxes, duties or charges as contemplated by Condition 8.4
                    of the Class A Note Conditions the Issuer Trustee must
                    give notice to the Principal Paying Agent, the Note
                    Trustee and the Offshore Noteholders in accordance with
                    Condition 11 of the Class A Note Conditions immediately
                    after becoming aware of the requirement to make the
                    withholding or deduction and must give to the Principal
                    Paying Agent and the Note Trustee such information as they
                    require to enable each of them to comply with the
                    requirement.


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8     Copies of documents available for inspection
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                    The Global Trust Manager on behalf of the Issuer Trustee
                    shall supply, and the Paying Agents shall hold available
                    for inspection at their Specified Offices during normal
                    business hours, copies of all documents required to be so
                    available by the Note Trust Deed and the Class A Note
                    Conditions or the rules of the Luxembourg Stock Exchange.

9     Documents and forms
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Principal Paying Agent
               9.1  The Global Trust Manager shall provide to the Principal
                    Paying Agent in a sufficient quantity, for distribution
                    among the Paying Agents as required by this agreement or
                    the Class A Note Conditions:

                    (a)  in the event that Definitive Notes are to be issued:

                         (i)  such Definitive Notes, duly executed on behalf
                              of the Issuer Trustee;

                         (ii) specimens of such Offshore Notes for the purpose
                              of issuing replacements,

                         at least 14 days prior to the Exchange Date for the
                         relevant Book-Entry Note (and the Note Registrar
                         shall authenticate or procure the authentication of
                         such Definitive Notes immediately before their
                         issue); and

                    (b)  forms of Voting Certificates and Block Voting
                         Instructions, together with instructions as to how to
                         complete, deal with and record the issue of such
                         forms.

               9.2  The Global Trust Manager shall provide to the Principal
                    Paying Agent in a sufficient quantity, for distribution
                    among the Paying Agents as required by this agreement or
                    the Class A Note Conditions, all documents to be available
                    for inspection during business hours (and the Paying
                    Agents shall make such documents available for collection
                    or inspection to the Offshore Noteholders that are so
                    entitled).

Notes, etc held by Paying Agents
               9.3  Each Paying Agent:

                    (a)  acknowledges that all forms of Offshore Notes
                         delivered to and held by it pursuant to this
                         agreement shall be held by it as custodian only and
                         it shall not be entitled to and shall not claim any
                         lien or other security interest on such forms;

                    (b)  shall only use such forms in accordance with this
                         agreement;

                    (c)  shall maintain all such forms in safe custody;

                    (d)  shall take such security measures as may reasonably
                         be necessary to prevent their theft, loss or
                         destruction; and

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                                                                             13
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(e)                      shall keep an inventory of all such forms and make it
                         available to the Issuer Trustee, the Note Trustee and
                         the other Paying Agents at all reasonable times.

10    Receipt of notices and voting
-------------------------------------------------------------------------------
Copy notices to Issuer Trustee
               10.1 Promptly after the receipt by the Principal Paying Agent
                    of a demand or notice from any Offshore Noteholder in
                    accordance with the Class A Note Conditions, the Principal
                    Paying Agent shall forward a copy thereof to the Issuer
                    Trustee and the Note Trustee.

Voting
               10.2 Each Paying Agent shall, at the request of any Offshore
                    Noteholder, issue Voting Certificates and/or Block Voting
                    Instructions in a form and manner which complies with the
                    provisions of schedule 3 to the Note Trust Deed in respect
                    of the Trust (except that it shall not be required to
                    issue the same less than 48 hours before the time fixed
                    for any meeting or adjourned meeting of the Offshore
                    Noteholders) and shall forthwith give to the Issuer
                    Trustee and the Note Trustee, by telex or by facsimile
                    transmission, notice of any revocation of or amendment to
                    any Block Voting Instruction. Each Paying Agent shall keep
                    a full and complete record of all Voting Certificates and
                    Block Voting Instructions issued by it and shall deliver
                    to the Issuer Trustee at its registered office (or such
                    other place as the Issuer Trustee shall have designated or
                    approved for the purpose), not less than 24 hours before
                    the time appointed for any meeting or adjourned meeting,
                    full particulars of all Voting Certificates and Block
                    Voting Instructions issued by it in respect of such
                    meeting or adjourned meeting. Forms for this purpose shall
                    be made available to the Principal Paying Agent by the
                    Note Trustee at the expense of the Issuer Trustee for
                    distribution to the other Paying Agents.

11    Duties of Calculation Agent
-------------------------------------------------------------------------------
Appointment
               11.1 The Calculation Agent shall make all such determinations
                    and calculations (howsoever described) as it is required
                    to do under the Class A Note Conditions, all subject to
                    and in accordance with the Class A Note Conditions.

Quotations
               11.2 The Calculation Agent shall not be responsible to the
                    Issuer Trustee, the Note Trustee or to any third party
                    (except in the event of fraud, negligence or wilful
                    default of the Calculation Agent, as the case may be) as a
                    result of the Calculation Agent having acted on any
                    quotation given by any reference bank which subsequently
                    may be found to be incorrect.

Notice
               11.3 The Calculation Agent shall, as soon as practicable after
                    their determination or calculation (or on such earlier
                    date as the Luxembourg Stock Exchange may require, for so
                    long as the Offshore Notes are



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                                                                             14
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                    listed on the Luxembourg Stock Exchange) notify the Issuer
                    Trustee, the Global Trust Manager, the Currency Swap
                    Providers, the Note Trustee, the other Paying Agents and
                    the Luxembourg Stock Exchange (for so long as the Offshore
                    Notes are listed on the Luxembourg Stock Exchange) of,
                    inter alia, each Interest Rate, Interest Amount, Principal
                    Amount and Payment Date and all other amounts, rates and
                    dates which it is obliged to determine or calculate under
                    the Class A Note Conditions and of any subsequent
                    amendment thereto pursuant to the Class A Note Conditions.
                    The Calculation Agent will publish the same in accordance
                    with the Class A Note Conditions.

Calculations
               11.4 The Calculation Agent shall use its reasonable endeavours
                    to cause each Interest Rate, Interest Amount, Principal
                    Amount and Payment Date and all other amounts, rates and
                    dates which it is obliged to determine or calculate under
                    the Class A Note Conditions to be published as required in
                    accordance with the Class A Note Conditions as soon as
                    possible after their determination or calculation.

Failure to calculate
               11.5

                    (a)  If the Calculation Agent at any time for any reason
                         does not determine and/or calculate and/or publish
                         the Interest Rate, Interest Amount, Principal Amount
                         and/or Payment Date in respect of any Interest Period
                         or any other amount, rate or dates as provided in
                         this clause 11 the Note Trustee will do so and each
                         such determination or calculation by the Note Trustee
                         will be as if made by the Calculation Agent. In
                         making such determinations and calculations, the Note
                         Trustee will apply the provisions of this agreement,
                         with any consequential amendments, to the extent that
                         it is able to do so and in all other respects it will
                         do so in such a manner as it considers to be fair and
                         reasonable in all the circumstances.

                    (b)  If the Global Trust Manager does not at any time for
                         any reason make any of the determinations referred to
                         in conditions 7.9(a) or (b) of the Class A Note
                         Conditions, the Calculation Agent (or, failing the
                         Calculation Agent, the Note Trustee) must make such
                         determinations (only if it possesses the relevant
                         information) and each such determination will be
                         deemed to have been made by the Global Trust Manager.

12    Duties of the Note Registrars
-------------------------------------------------------------------------------
Offshore Note Register to be kept
               12.1 Each Note Registrar must keep a register, at one of its
                    Specified Offices, in which, subject to such reasonable
                    regulations as the Note Registrar may prescribe, the Note
                    Registrar must keep a full and complete record of:

                    (a)  (Offshore Noteholder Details): the name, address and,
                         where applicable, taxation, social security or other
                         identifying number of


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                                                                             15
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                         each Class A-1 Noteholder (in the case of the Class A-1
                         Note Registrar) and each Class A-3 Noteholder (in the
                         case of the Class A-3 Note Registrar), the details of
                         the account to which any payments due to such
                         Offshore Noteholder are to be made in each case as
                         notified by that Offshore Noteholder from time to
                         time;

                    (b)  (Exchange etc. of Offshore Notes): the issue and any
                         exchange, transfer, replacement, redemption (in whole
                         or part) or cancellation of a Class A-1 Note (in the
                         case of the Class A-1 Note Registrar) and a Class A-3
                         Note (in the case of the Class A-3 Note Registrar);

                    (c)  (Payments): all payments made in respect of the Class
                         A-1 Notes (in the case of the Class A-1 Note
                         Registrar) and the Class A-3 Notes (in the case of
                         the Class A-3 Note Registrar);

                    (d)  (Principal): the Invested Amount and the Stated
                         Amount of each Class A-1 Note (in the case of the
                         Class A-1 Note Registrar) and each Class A-3 Note (in
                         the case of the Class A-3 Note Registrar) from time
                         to time;

                    (e)  (Other Information): such other information as the
                         Global Trust Manager reasonably requires or the
                         relevant Note Registrar considers in its absolute
                         discretion appropriate or desirable.

Transfer or Exchange of Offshore Notes
               12.2 Offshore Notes held by an Offshore Noteholder may be
                    transferred or may be exchanged for other Offshore Notes
                    in any authorised denominations and a like Invested
                    Amount, provided in each case that the requirements of
                    Section 8-401(a) of the UCC are met, by that Offshore
                    Noteholder upon:

                    (a)  (Surrender and Instrument of Transfer or Exchange):
                         the surrender of the Offshore Notes to be transferred
                         or exchanged duly endorsed with, or accompanied by, a
                         written instrument of transfer or exchange in the
                         form, in the case of a transfer, annexed to the
                         Offshore Notes or otherwise in a form satisfactory to
                         the relevant Note Registrar duly executed by the
                         relevant Offshore Noteholder, or its attorney duly
                         authorised in writing, with such signature guaranteed
                         by an "eligible guarantor institution" meeting the
                         requirements of the relevant Note Registrar which
                         requirements include membership of, or participation
                         in, STAMP or such other "signature guarantee program"
                         as may be determined by the relevant Note Registrar
                         in addition to, or in substitution for, STAMP, all in
                         accordance with the Exchange Act; and

                    (b)  (Other Documents): the provision of such other
                         documents as the relevant Note Registrar may
                         reasonably require,

                    to the relevant Note Registrar at the
                    Specified Office of the relevant Note
                    Registrar.

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                                                                             16
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Replacement of Lost or Mutilated Offshore Notes
               12.3 If any Offshore Note is lost, stolen, mutilated, defaced
                    or destroyed it may, provided that the requirements of
                    Section 8-405 of the UCC are met, be replaced with other
                    Offshore Notes in any authorised denominations, and a like
                    Invested Amount, upon surrender to the relevant Note
                    Registrar of the Offshore Notes to be replaced (where the
                    Offshore Notes have been mutilated or defaced) at the
                    Specified Office of the relevant Note Registrar, the
                    provision of such evidence and indemnities as that Note
                    Registrar or the Issuer Trustee may reasonably require and
                    payments of that Note Registrar's and the Issuer Trustee's
                    expenses incurred, and any tax or governmental charge that
                    may be imposed, in connection with such replacement.

Obligations upon Transfer, Exchange or Replacement of Offshore Notes
               12.4 Subject to this agreement, upon compliance by the relevant
                    Offshore Noteholder with the provisions of clauses 12.2 or
                    12.3, as applicable, in relation to the transfer, exchange
                    or replacement of any Offshore Notes:

                    (a)  (Advise Issuer Trustee): the relevant Note Registrar
                         must within 3 Business Days so advise the Issuer
                         Trustee and the Note Trustee (if it is not the
                         relevant Note Registrar) in writing and provide
                         details of the new Offshore Notes to be issued in
                         place of those Offshore Notes;

                    (b)  (Execution and Authentication): the Issuer Trustee
                         must, within 3 Business Days of such advice, execute
                         and deliver to the relevant Note Registrar for
                         authentication in the name of the relevant Offshore
                         Noteholder or the designated transferee or
                         transferees, as the case may be, one or more new
                         Offshore Notes in any authorised denominations, and a
                         like Invested Amount as those Offshore Notes (in each
                         case as specified by the Note Registrar) and the
                         relevant Note Registrar must within 3 Business Days
                         of receipt of such executed Offshore Notes
                         authenticate them and (if it is not the relevant Note
                         Registrar) deliver those Offshore Notes to the
                         relevant Note Registrar; and

                    (c)  (Delivery to Offshore Noteholder): the relevant Note
                         Registrar must, within 3 Business Days of receipt of
                         such new Offshore Notes (or authentication of such
                         Offshore Notes if the Note Registrar is the Note
                         Trustee), forward to the relevant Offshore Noteholder
                         (being the transferee in the case of a transfer of an
                         Offshore Note) such new Offshore Notes.

No Charge for Transfer or Exchange
               12.5 No service charge may be made to an Offshore Noteholder
                    for any transfer or exchange of Offshore Notes, but the
                    relevant Note Registrar may require payment by the
                    Offshore Noteholder of a sum sufficient to cover any tax
                    or other governmental charge that may be imposed in
                    connection with any transfer or exchange of Offshore
                    Notes.

Restricted Period
               12.6 Notwithstanding the preceding provisions of this clause
                    12, a Note Registrar need not register transfers or
                    exchanges of Offshore Notes, and the Issuer Trustee is not
                    required to execute nor the relevant Note

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                                                                             17
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                    Registrar to authenticate any Offshore Notes, for a period
                    of 30 days preceding the due date for any payment with
                    respect to the Offshore Notes or for such period, not
                    exceeding 30 days, as is specified by the Note Trustee
                    prior to any meeting of the Offshore Noteholders, which
                    includes Offshore Noteholders, under the Master Trust Deed
                    or prior to any meeting of Voting Secured Creditors, which
                    includes Offshore Noteholders, under the Master Security
                    Trust Deed.

Cancellation of Offshore Notes
               12.7 Each Note Registrar must cancel or destroy all Offshore
                    Notes that have been surrendered to it for transfer,
                    exchange or replacement (including any Book-Entry Notes
                    surrendered pursuant to the Note Trust Deed) or
                    surrendered to a Paying Agent for redemption and delivered
                    to the relevant Note Registrar and must, upon request,
                    provide a certificate to the Issuer Trustee, the Note
                    Trustee or the Global Trust Manager with the details of
                    all such Offshore Notes so cancelled or destroyed. Each
                    Paying Agent must cancel and deliver any Offshore Notes
                    surrendered to it for cancellation or destruction to the
                    relevant Note Registrar under this clause 12.7.

Provision of Information and Inspection of Register
               12.8 Each Note Registrar must:

                    (a)  (Information): provide to the Issuer Trustee, the
                         Global Trust Manager, the Note Trustee and each other
                         Agent such information as is contained in the
                         relevant Note Register and is required by them in
                         order to perform any obligation pursuant to a
                         Transaction Document;

                    (b)  (Inspection): make the relevant Note Register:

                         (i)  available for inspection or copying by the
                              Issuer Trustee, the Global Trust Manager, the
                              Note Trustee and each other Agent or their
                              agents or delegates; and

                         (ii) available for inspection by each Offshore
                              Noteholder but only in respect of information
                              relating to that Offshore Noteholder,

                    at the Note Registrar's Specified Office
                    during local business hours.

Correctness of Register and Information
               12.9 The Issuer Trustee, the Note Trustee, the Global Trust
                    Manager and each Agent (other than the relevant Note
                    Registrar) may accept the correctness of each Note
                    Register and any information provided to it by the
                    relevant Note Registrar and is not required to enquire
                    into its authenticity. None of the Issuer Trustee, the
                    Note Trustee, the Global Trust Manager or any Agent
                    (including each Note Registrar) is liable for any mistake
                    in the Note Register or in any purported copy except to
                    the extent that the mistake is attributable to (in the
                    case of the parties other than the Issuer Trustee or the
                    Note Trustee) its own fraud, negligence or material breach
                    of obligation (or, in the case of the Issuer Trustee or
                    the Note Trustee), its fraud, negligence or (in the case
                    of the Issuer Trustee) breach of trust or (in the case of
                    the Note Trustee) wilful default.


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                                                                             18
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Non-recognition of Equitable Interests
              12.10 Except as required by statute or as ordered by a court of
                    competent jurisdiction, no notice of any trust, whether
                    express, implied or constructive, is to be entered in the
                    Note Register and except as otherwise provided in any
                    Transaction Document, or required by statute or ordered by
                    a court of competent jurisdiction, none of the Note
                    Trustee, each Note Registrar, the Issuer Trustee, the
                    Global Trust Manager or any other Agent is to be affected
                    by or compelled to recognise (even when having notice of
                    it) any right or interest in any Offshore Notes other than
                    the registered Offshore Noteholder's absolute right to the
                    entirety of them and the receipt of a registered Offshore
                    Noteholder is a good discharge to the Issuer, the Global
                    Trust Manager, the Note Trustee and each Agent.

Rectification of Note Registers
              12.11 If:

                    (a)  (Entry Omitted): an entry is omitted from a Note
                         Register;

                    (b)  (Entry made otherwise than in accordance with this
                         agreement): an entry is made in a Note Register
                         otherwise than in accordance with this agreement;

                    (c)  (Wrong entry exists): an entry wrongly exists in a
                         Note Register;

                    (d)  (Error or defect exists in Register): there is an
                         error or defect in any entry in a Note Register; or

                    (e)  (Default made): default is made or unnecessary delay
                         takes place in entering in a Note Register that any
                         person has ceased to be the holder of Offshore Notes,

                    then the relevant Note Registrar may rectify the same.

13    Relationship
-------------------------------------------------------------------------------
No other obligation
               13.1 Each of the Agents hereby undertakes to the Issuer Trustee
                    and the Note Trustee to perform such obligations and
                    duties, and shall be obliged to perform such duties and
                    only such duties, as are in this agreement, in the Class A
                    Note Conditions specifically set forth, and no implied
                    duties or obligations shall be read into this agreement,
                    the Note Trust Deed or the Offshore Notes against any of
                    the Agents, other than the duty to act honestly and in
                    good faith and to exercise the diligence of a reasonably
                    prudent agent in comparable circumstances.

Instructions
               13.2 Subject to the other terms of this agreement and the Class
                    A Note Conditions, each Agent must act in accordance with
                    the instructions (if any) of the Issuer Trustee and the
                    Global Trust Manager in exercising its rights, powers and
                    discretions under this agreement.


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                                                                             19
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No instructions
               13.3 Subject to the terms of this agreement, where instructions
                    of the Issuer Trustee are expressly required for the Agent
                    to take action under this agreement, in the absence of
                    instructions from the Issuer Trustee, no Agent is required
                    to take any action but may exercise its rights, powers and
                    discretions as it sees fit provided it does so in good
                    faith. Except where this agreement otherwise expressly
                    provides, no Agent need consult with the Issuer Trustee
                    before exercising a right, power or discretion under this
                    agreement.

Agent of the Issuer Trustee
               13.4 In acting hereunder and in connection with the Offshore
                    Notes (and subject to clause 3.1), the Agents shall act
                    solely as agents of the Issuer Trustee and will not
                    thereby assume any obligations towards or relationship of
                    agency or trust for any holders of Offshore Notes except
                    that any funds received by the Principal Paying Agent for
                    the payment of any amounts in respect of the Offshore
                    Notes shall be held by it on trust for the relevant
                    holders until the earlier of the expiration of the
                    relevant prescription period and the date on which any
                    such amounts are repaid under clause 4.10.

Issuer Trustee not responsible for Agents
               13.5 Notwithstanding any other provision contained in this
                    agreement, any other Transaction Document or at law, the
                    Issuer Trustee in its personal capacity is not responsible
                    for any act or omission of any Agent.

Reliance
               13.6 Each Agent is protected and will incur no liability for or
                    in respect of any action taken, omitted or suffered by it
                    in reliance upon any instruction, request or order from
                    the Issuer Trustee or the Global Trust Manager or in
                    reliance upon any Offshore Note or upon any notice,
                    resolution, direction, consent, certificate, affidavit,
                    statement or other paper or document reasonably believed
                    by it to be genuine and to have been delivered, signed or
                    sent by the property party or parties.

Agent may employ
               13.7 Each Agent may employ agents. Each of the Agents may
                    consult on any legal matter any legal adviser selected by
                    it, who may be an employee of or legal adviser to the
                    Issuer Trustee, and it shall be protected and shall incur
                    no liability for action taken, or suffered to be taken,
                    with respect to such matter in good faith and in
                    accordance with the opinion of such legal adviser.

Applicable laws
               13.8 The Global Trust Manager must ensure, and no Agent has any
                    responsibility for ensuring, that the issue of, and
                    observance of obligations under, an Offshore Note complies
                    with all applicable laws and regulations and that all
                    authorisations necessary for the issue of, and observance
                    of obligations under, an Offshore Note are obtained and
                    maintained in full force and effect.

Accept deposits etc
               13.9 Without any liability to account to an Offshore Noteholder
                    or any other person each Agent may accept deposits from,
                    lend money to, assume


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                                                                             20
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                    liabilities in relation to and generally engage in any
                    kind of banking, trust or other business with, the Issuer
                    Trustee as if it were not an Agent and may accept fees and
                    other consideration from the Issuer Trustee for services
                    in connection with this agreement or any other arrangement
                    without having to account for them to an Offshore
                    Noteholder or another person.

Dealing with money
              13.10 Each Agent is entitled to deal with money paid to it
                    under this agreement in the same manner as other money
                    paid to it as banker by its customers except that:

                    (a)  it is not entitled to exercise any lien, right of
                         set-off, combination of accounts or similar claim in
                         respect of it; and

                    (b)  it shall not be liable to any person to account for
                         interest on any sums held by it under this agreement.

Income Tax Returns
              13.11 The Principal Paying Agent will deliver to each Offshore
                    Noteholder such information as may be reasonably required
                    to enable such Offshore Noteholder to prepare its federal
                    and state income tax returns.

Holders of Notes
              13.12 Except as ordered by a court of competent jurisdiction or
                    as required by law, each Paying Agent is entitled to treat
                    the person:

                    (a)  (Book-Entry Notes) who is, while a Book-Entry Note
                         remains outstanding, the registered owner of that
                         Book-Entry Note as recorded in the relevant Note
                         Register as the absolute owner of each Note and as
                         the person entitled to receive payments of principal
                         or interest (as applicable) and each person shown in
                         the records of the relevant Depository as the holder
                         of any Note represented by a Book-Entry Note will be
                         entitled to receive from the registered owner of that
                         Book-Entry Note any payment so made only in
                         accordance with the respective rules and procedures
                         of the Depository;

                    (b)  (Definitive Notes) who is the registered owner of any
                         Definitive Note as recorded in the relevant Note
                         Register as the absolute owner or owners of that
                         Definitive Note (whether or not that Definitive Note
                         is overdue and despite any notice of ownership or
                         writing on it or any notice of previous loss or theft
                         or of any trust or other interest in it); and

                    (c)  (Note Trustee) who, when a Book-Entry Note in respect
                         of any Note is no longer outstanding but Definitive
                         Notes in respect of the Notes have not been issued,
                         is for the time being the Note Trustee, as the person
                         entrusted with the receipt of principal or interest,
                         as applicable, on behalf of the relevant Offshore
                         Noteholders,

                    in all cases and for all purposes, despite any notice to
                    the contrary, and will not be liable for so doing.


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                                                                             21
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Note or document believed to be genuine
              13.13 Each of the Agents shall be protected and shall incur no
                    liability for or in respect of any action taken or omitted
                    or thing suffered by it in reliance upon any Note or other
                    document or any communication, certification, instruction,
                    request or order reasonably believed by it to be genuine
                    and to have been delivered, sent or signed by the proper
                    parties.

Agents as holders of Notes
              13.14 Neither any Agent nor any other person whether acting for
                    itself or in any other capacity will be precluded from
                    becoming the owner of, or acquiring any interest in,
                    holding or disposing of any Offshore Note or any shares or
                    securities of the Issuer Trustee, with the same rights as
                    it would have had if such Agent were not acting as Agent
                    or from entering into or being interested in any contracts
                    or transactions with the Issuer Trustee, or from acting
                    on, or as depositary, trustee or agent for, any committee
                    or body of holders of any securities of the Issuer
                    Trustee, and will not be liable to account for any profit.

Communication between the Parties
              13.15 A copy of all communications relating to the subject
                    matter of this agreement between the Issuer Trustee or the
                    Note Trustee and the Offshore Noteholders and any of the
                    Paying Agents (other than the Principal Paying Agent)
                    shall be sent to the Principal Paying Agent by the
                    relevant Paying Agent.

Termination
              13.16 An Agent may resign its appointment under this agreement
                    and the Global Trust Manager may, with the prior written
                    approval of the Note Trustee and the Issuer Trustee,
                    terminate the appointment of an Agent under this agreement
                    at any time by giving not less than 45 days' written
                    notice to that effect to the Global Trust Manager or the
                    Agent respectively (which shall not expire less than 15
                    days before or after any Payment Date) provided that:

                    (a)  no such resignation or termination of the appointment
                         of the Principal Paying Agent shall take effect until
                         a successor has been appointed by the Issuer Trustee
                         (at the direction of the Global Trust Manager) on
                         terms approved in writing by the Note Trustee and the
                         Issuer Trustee;

                    (b)  no such resignation or termination shall take effect
                         if as a result of such resignation or termination
                         there would cease to be Agents as required in the
                         Class A Note Conditions; and

                    (c)  there must at all times be a Paying Agent in
                         Luxembourg.

                    If the Global Trust Manager does not appoint a successor
                    Principal Paying Agent by the day falling 10 days before
                    the expiration of such 45 days, the Principal Paying Agent
                    may appoint as a successor Principal Paying Agent a
                    reputable financial institution of good standing which the
                    Issuer Trustee and the Note Trustee approve (such approval
                    not to be unreasonably withheld) or it may petition a
                    court of competent jurisdiction to do so. Any successor
                    Principal Paying Agent must forthwith enter into an
                    agreement on substantially the same terms as this


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                                                                             22
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                    agreement and each Current Rating Agency must be notified
                    of any appointment by the Global Trust Manager.

                    If the appointment of the Principal Paying Agent
                    terminates, the Principal Paying Agent shall, on the date
                    on which that termination takes effect, pay to the
                    successor Principal Paying Agent any amount held by it for
                    payment of principal or interest in respect of any Note,
                    and shall deliver to the successor Principal Paying Agent
                    all records maintained by it pursuant to this agreement
                    and all documents (including any Definitive Notes) held by
                    it.

Publication
              13.17 Immediately following the receipt of any notice of
                    resignation of any Agent and forthwith on giving notice
                    appointing an Agent or terminating any Agent's appointment
                    hereunder, the Global Trust Manager shall publish or cause
                    to be published notice thereof to the holders of the
                    Offshore Notes in accordance with the Class A Note
                    Conditions. On the date on which any such termination or
                    resignation takes effect, the relevant Agent shall deliver
                    to the Issuer Trustee, or as the Issuer Trustee may
                    direct, all records maintained by it, and any Offshore
                    Notes in its possession, pursuant hereto and shall resign,
                    it shall in addition pay to or to the order of the Issuer
                    Trustee any amount held by it, and received from the
                    Issuer Trustee for payment in respect of the Offshore
                    Notes. Upon its resignation or termination of appointment
                    taking effect, the relevant Paying Agent shall be entitled
                    to the payment by the Issuer Trustee of its commissions,
                    fees and expenses then unpaid and shall continue to be
                    entitled to the benefit of clause 14.2 in respect of the
                    period of its appointment.

Termination of appointment
              13.18 The appointment of any Agent shall forthwith terminate if
                    at any time:

                    (a)  an Insolvency Event occurs in relation to that Agent;
                         or

                    (b)  the Agent ceases to conduct business; or

                    (c)  it fails to remedy within 5 Business Days after prior
                         written notice by the Issuer Trustee or the Global
                         Trust Manager any material breach of this agreement
                         on the part of the Agent.

                    The Issuer Trustee acting on the direction of the Global
                    Trust Manager may appoint a successor Agent which shall be
                    a reputable financial institution of good standing
                    approved by the Note Trustee.

New Agents
              13.19 Upon its appointment becoming effective, a successor
                    Agent shall, without further act, deed or conveyance,
                    become vested with all the authority, rights, powers,
                    trusts, immunities, duties and obligations of its
                    predecessor or, as the case may be, a Paying Agent with
                    like effect as if originally named as an Agent under this
                    agreement.

Merger
              13.20 Any corporation into which any Agent or its agency
                    business may be merged, sold or converted or any
                    corporation with which such Agent


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                                                                             23
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                    may be consolidated or any corporation resulting from any
                    merger, conversion or consolidation to which such Agent
                    shall be a party shall, to the extent permitted by
                    applicable law, be the successor Agent under this
                    agreement without any further formality. Notice of any
                    such merger, conversion or consolidation shall forthwith
                    be given by that Agent to the Issuer Trustee, Note Trustee
                    and the other Agents.

Notice to Offshore Noteholder
              13.21 The Global Trust Manager on behalf of the Issuer Trustee
                    will, within 5 days of:

                    (a)  (Termination): the termination of the appointment of
                         any Agent;

                    (b)  (Resignation): the resignation of any Agent; or

                    (c)  (Appointment): the appointment of a new Agent,

                    give to the Offshore Noteholders notice of the
                    termination, appointment or resignation in accordance with
                    Condition 11 of the Class A Note Conditions (in the case
                    of a termination under clause 13.18 at the cost of the
                    outgoing Agent). Notwithstanding clause 13.18, neither the
                    termination of the appointment of an Agent, nor the
                    resignation of an Agent, will take effect until notice
                    thereof is given to the Offshore Noteholders in accordance
                    with this clause 13.21.

Change of specified office
              13.22 If any Agent changes its Specified Office, it shall give
                    to the Issuer Trustee, the Global Trust Manager, the Note
                    Trustee and each other Agent written notice of the address
                    of the new Specified Office stating the date on which such
                    change is to take effect, which date shall be not less
                    than 30 days after the date of such notice, provided that
                    an Agent shall not change its Specified Office to another
                    city without the prior consent of the Issuer Trustee and
                    the Global Trust Manager. The Global Trust Manager shall
                    within 15 days of receipt of any such notice (unless the
                    appointment of the Principal Paying Agent or the relevant
                    Paying Agent is to terminate pursuant to any of the
                    foregoing clauses on or prior to the date of such change)
                    publish or cause to be published notice thereof to the
                    Offshore Noteholders in accordance with the Class A Note
                    Conditions.

              13.23 Anything in this agreement to the contrary
                    notwithstanding, in no event shall the Agent by liable
                    under or in connection with this agreement for indirect,
                    special, incidental, punitive or consequential losses or
                    damages of any kind whatsoever, including but not limited
                    to lost profits, whether or not foreseeable, even if the
                    Agent has been advised to the possibility thereof and
                    regardless of the form of action in which such damages are
                    sought.

<PAGE>

                                                                             24
-------------------------------------------------------------------------------

14    Stamp duties and indemnities
-------------------------------------------------------------------------------
Stamp duties
               14.1 The Issuer Trustee agrees to pay any and all stamp and
                    other documentary taxes or duties which may be payable in
                    the Commonwealth of Australia, the Australian Capital
                    Territory, the United States, United Kingdom and
                    Luxembourg by the Paying Agents or the Note Trustee in
                    connection with the execution, delivery, performance and
                    enforcement of this agreement.

Indemnity by Issuer Trustee
               14.2 Subject to clause 16, the Issuer Trustee shall indemnify
                    each Agent against any loss, liability, cost, claim,
                    action, demand or expense (including, but not limited to,
                    all reasonable costs, charges and expenses paid or
                    incurred in disputing or defending any of the foregoing)
                    that it may incur or that may be made against it arising
                    out of or in relation to or in connection with its
                    appointment or the exercise of its functions, except such
                    as may result from a breach by it of this agreement or its
                    own negligence, bad faith or breach of trust or that of
                    its officers, employees or agents.

15    Commissions and Expenses
-------------------------------------------------------------------------------
Principal Paying Agent
               15.1 The Issuer Trustee agrees to pay to the Principal Paying
                    Agent, from its own funds and not from the Assets of the
                    Trust, such fees and commissions as the Issuer Trustee and
                    the Principal Paying Agent shall separately agree in
                    respect of the services of the Principal Paying Agent and
                    the other Paying Agents under this agreement together with
                    any reasonable out-of-pocket expenses (including legal,
                    printing, postage, fax, cable and advertising expenses and
                    GST (if any)) incurred by the Principal Paying Agent and
                    the other Paying Agents in connection with this agreement
                    and its supply of services. If the appointment of an Agent
                    is terminated under and in accordance with clause 13.18 of
                    this agreement or where the Agent resigns under and in
                    accordance with clause 13.16 of this agreement, the
                    Principal Paying Agent must refund to the Issuer Trustee
                    their proportion of the fee (if any) which relates to the
                    period during which the Agent's appointment is terminated
                    or comes to an end, as the case may be.

Other Agents
               15.2 The Principal Paying Agent will make payment of the fees
                    and commissions due hereunder to the other Agents and will
                    reimburse their expenses promptly after the receipt of the
                    relevant moneys from the Issuer Trustee in each case
                    unless otherwise agreed with the Issuer Trustee. The
                    Issuer Trustee shall not be responsible for any such
                    payment or reimbursement by the Principal Paying Agent to
                    the other Agents.

<PAGE>

                                                                             25
-------------------------------------------------------------------------------

16    Issuer Trustee's limitation of liability
-------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).

17    Notices
-------------------------------------------------------------------------------
Form
               17.1 Subject to clauses 17.4 and 17.5, a notice, approval,
                    consent or other communication in connection with this
                    agreement:

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

                    (b)  must be in writing; and

                    (c)  must be left at the address of the addressee or sent
                         by prepaid ordinary post to the address of the
                         addressee or sent by facsimile to the facsimile
                         number of the addressee, or sent by e-mail to the
                         e-mail address of the addressee specified in clause
                         17.2 or any other address, facsimile number or e-mail
                         address any party may from time to time notify to the
                         other parties as its address for service of
                         communications pursuant to this agreement.

Initial addresses
               17.2 The initial address and facsimile numbers of the Issuer
                    Trustee, the Global Trust Manager, the Principal Paying
                    Agent, the Paying Agent and the Note Trustee are set out
                    in the schedule to this agreement.

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

Receipt
               17.4 A letter, e-mail or facsimile is taken to be received:

                    (a)  in the case of a posted letter, on the third
                         (seventh, if posted to or from a place outside
                         Australia) day after posting;

                    (b)  in the case of a facsimile, on production of a
                         transmission report by the machine from which the
                         facsimile was sent which indicates that the facsimile
                         was sent in its entirety to the facsimile number of
                         the recipient notified for the purpose of this clause
                         17; and

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

                    However, if the time of deemed receipt of any notice is
                    not before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is



<PAGE>

                                                                             26
-------------------------------------------------------------------------------
                    deemed to have been received at the commencement of
                    business on the next following Business Day.

17.5                All notices are valid if despatched by prepaid ordinary
                    post (airmail if posted to a place outside Australia) to
                    the relevant party's registered office (or, in the case of
                    registered Offshore Noteholders, to the address specified
                    in the relevant Note Register and, in the case of joint
                    holders, to the person whose name first appears in the
                    relevant Note Register). Such notice is taken to be
                    received on the third (seventh, if posted to a place
                    outside Australia) day after posting.

17.6                Where a notice or other communication is to be provided
                    under this agreement to an Offshore Noteholder of a Note
                    in bearer form, the notice may be given in accordance with
                    the relevant Note Trust Deed.

18    Miscellaneous
-------------------------------------------------------------------------------
Certificate
               18.1 A certificate signed by the parties or its solicitors
                    about a matter or about a sum payable to the parties to
                    this agreement in connection with this agreement is
                    sufficient evidence of the matter or sum stated in the
                    certificate unless the matter or sum is proved to be
                    false.

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

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

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

Approvals and consent
               18.5 The parties to this agreement or an attorney appointed
                    under this agreement may give conditionally or
                    unconditionally or withhold their

<PAGE>

                                                                             27
-------------------------------------------------------------------------------
                    approval or consent in their absolute discretion, unless
                    this agreement expressly provides otherwise.

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

Indemnities
               18.7 Each indemnity in this agreement is a continuing
                    obligation, separate and independent from the other
                    obligations of the parties to this agreement and survives
                    termination of this agreement. It is not necessary for the
                    parties to this agreement to incur expense or make payment
                    before enforcing a right of indemnity conferred by this
                    agreement.

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

Receipts
               18.9 The receipt of a Receiver, or an Authorised Person of the
                    parties to this agreement, releases the person paying
                    money to the Receiver or the parties to this agreement in
                    connection with this agreement from:

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

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

Acknowledgment
              18.10 The parties acknowledge and agree that in exercising
                    their powers and discretions under this agreement, and in
                    performing their obligations under this agreement, they
                    must act in accordance with their duties and obligations
                    under this agreement, and they may exercise such powers
                    and discretions as provided in this agreement, and
                    (without limitation) in forming any opinion may obtain and
                    act upon the advice of persons who are not parties to this
                    agreement.

              18.11 The parties acknowledge that they are bound by the terms
                    of this agreement.

Disclosure of information
              18.12 Subject to this agreement, the parties to this agreement
                    are not required (unless ordered so to do by a court of
                    competent jurisdiction) to disclose to any Unitholder,
                    Secured Creditor or any other person confidential,
                    financial or other information made available to the
                    parties to this agreement in connection with this
                    agreement.

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


<PAGE>

                                                                             28
-------------------------------------------------------------------------------

Signatures
              18.14 The parties to this agreement may rely on the validity of
                    any signature on any transfer, form of application or
                    other instrument or document unless the parties to this
                    agreement (as the case may be) have reasonable grounds to
                    believe that the signature is not genuine. None of the
                    parties to this agreement are liable to make good out of
                    their own funds any loss incurred by any person if a
                    signature is forged or otherwise fails to bind the person
                    whose signature it purports to be or on whose behalf it
                    purports to be made. Any such loss, subject to any right
                    of reimbursement from any other person (including the
                    parties to this agreement) is to be borne by the relevant
                    Trust in respect of which the loss is incurred.

Limitation of Note Trustee's Liability
              18.15 The Note Trustee is a party to this agreement in its
                    capacity as trustee of the Note Trust. The liability of
                    the Note Trustee under this agreement is limited in the
                    manner and to the same extent as under the Note Trust
                    Deed.

19    Amendment
-------------------------------------------------------------------------------
                    This agreement may be amended by the Issuer Trustee, the
                    Note Trustee and the Agents without the consent of any
                    holder of Offshore Notes or Coupons if the amendment:

                    (a)  is in the opinion of the Note Trustee and based upon
                         such independent legal advice as it may require made
                         to correct a manifest error or is of a formal,
                         technical or administrative nature; or

                    (b)  is considered by the Note Trustee and based upon such
                         independent legal advice as it may require not to be
                         materially prejudicial to the interests of the
                         Offshore Noteholders.

                    Any amendment must be notified to each Current Rating
                    Agency.

20    Governing law and submission to jurisdiction
-------------------------------------------------------------------------------
Governing Law
               20.1 This agreement is governed by the law in force in the
                    Australian Capital Territory and the rights, liabilities
                    and obligations of the parties to this agreement are
                    governed by the laws in force in the Australian Capital
                    Territory.

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

<PAGE>

                                                                             29
-------------------------------------------------------------------------------

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

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

EXECUTED as an agreement.


<PAGE>



                                                                             30
-------------------------------------------------------------------------------
Schedule            Initial Contact Details
-----------------------------------------------------------------

                    Issuer Trustee

                    Address:    Level 7
                                9 Castlereagh Street
                                Sydney   NSW   2000
                    Attention:  Manager, Securitisation
                    Facsimile:  (02) 8256 1422
                    Email:      as notified from time to time

                    Global Trust Manager

                    Address:    Level 24
                                500 Bourke Street
                                Melbourne  VIC  3000
                    Attention:  Manager, Group Funding
                    Facsimile:  (03) 8641 0906
                    Email:      as notified from time to time

                    Note Trustee

                    Address:    101 Barclay Street, 21W
                                New York
                                New York 10286
                    Attention:  Global Structured Products Unit
                    Facsimile:  (212) 815 3522
                    Email:      as notified from time to time

                    Copy to:

                    Address:    One Temasek Avenue
                                #02-01 Millenia Tower
                                Singapore 039192
                    Attention:  Structured Finance Unit
                    Facsimile:  (65) 6883 0338
                                Email:    as notified from time to time

                    Class A-1 Note Registrar

                    Address:    101 Barclay Street, 21W
                                New York
                                New York 10286
                    Attention:  Global Structured Products Unit
                    Facsimile:  (212) 815 3522
                    Email:      as notified from time to time

<PAGE>

                                                                             31
-------------------------------------------------------------------------------
                    Copy to:

                    Address:    One Temasek Avenue
                                #02-01 Millenia Tower
                                Singapore 039192
                    Attention:  Structured Finance Unit
                    Facsimile:  (65) 6883 0338
                    Email:      as notified from time to time

                    Principal Paying Agent

                    Address:    101 Barclay Street, 21W
                                New York
                                New York 10286
                    Attention:  Global Structured Products Unit
                    Facsimile:  (212) 815 3522
                    Email:      as notified from time to time

                    Copy to:

                    Address:    One Temasek Avenue
                                #02-01 Millenia Tower
                                Singapore 039192
                    Attention:  Structured Finance Unit
                    Facsimile:  (65) 6883 0338
                    Email:      as notified from time to time

                    Class A-3 Note Registrar, Calculation Agent and London
                                Paying Agent

                    Address:    48th Floor
                                One Canada Square
                                London  E14  5AL
                    Attention:  Global Structured Products Unit
                    Facsimile:  (212) 235 2530
                    Email:      as notified from time to time

                    Copy to:

                    Address:    One Temasek Avenue
                                #02-01 Millenia Tower
                                Singapore 039192
                    Attention:  Structured Finance Unit
                    Facsimile:  (65) 6883 0338
                    Email:      as notified from time to time

                    Luxembourg Paying Agent

                    Address:    2 boulevard Konrad Adenauer
                                L-1115 Luxembourg
                    Attention:  as notified from time to time
                    Facsimile:  as notified from time to time
                    Email:      as notified from time to time



<PAGE>

                                                                             32
-------------------------------------------------------------------------------

<PAGE>

                                                                             33
-------------------------------------------------------------------------------

Execution Page
-------------------------------------------------------------------------------

ISSUER TRUSTEE

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




GLOBAL TRUST MANAGER

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/ Michael White
                               )     ..............................
                               )     By executing this agreement
                               )     the attorney states that
/s/ Jason Elphick              )     the signatory has received
............................... )     no notice of revocation of
Signature of witness           )     the power of attorney
                               )
Jason Elphick                  )
............................... )
Name of witness (block
letters)




<PAGE>

                                                                             34
-------------------------------------------------------------------------------
NOTE TRUSTEE, CLASS A-1 NOTE REGISTRAR AND PRINCIPAL PAYING
AGENT

SIGNED by Yvonne Yap........   )
as authorised signatory for    )
THE BANK OF NEW YORK, NEW      )
YORK in the presence of:       )
                               )
                               )
/s/ Vanessa Loh                )     /s/ Yvonne Yap
.............................   )     ...............................
Signature of witness           )     By executing this agreement
                               )     the signatory states that
Vanessa Loh.................   )     the signatory has received
Name of witness (block         )     no notice of revocation of
letters)                             the authority under which
                                     this agreement is signed




LONDON PAYING AGENT, CALCULATION AGENT AND CLASS A-3 NOTE
REGISTRAR

SIGNED by Yvonne Yap........   )
as authorised signatory for    )
THE BANK OF NEW YORK, LONDON   )
BRANCH in the presence of:     )
                               )
                               )
/s/ Vanessa Loh.............   )     /s/ Yvonne Yap......................
Signature of witness           )     By executing this agreement
                               )     the signatory states that
Vanessa Loh.................   )     the signatory has received
Name of witness (block         )     no notice of revocation of
letters)                             the authority under which
                                     this agreement is signed


<PAGE>

                                                                             35
-------------------------------------------------------------------------------
LUXEMBOURG PAYING AGENT

SIGNED by Authorised Signatory )
as attorney for DEUTSCHE BANK  )
LUXEMBOURG S.A.in the          )
presence of:                   )
                               )
                               )
/s/ Authorised Signatory       )
--------------------------     )
Signature of witness           )
                               )
Authorised Signatory           )
--------------------------     )
Name of witness (block         )
letters)                       )
                               )     /s/ Authorised Signatory
.............................   )     ------------------------
Address of witness             )     By executing this agreement
                               )     the attorney states that
.............................   )     the attorney has received
Occupation of witness                no notice of revocation of
                                     the power of attorney



<PAGE>



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



                          National RMBS Trust 2004-1
                               Agency Agreement

                           Perpetual Trustee Company
                                    Limited
                              ("Issuer Trustee")
                         National Global MBS Manager,
                                    Pty Ltd
                           ("Global Trust Manager")
                                      and
                        The Bank of New York, New York
                          ("Note Trustee", "Class A-1
                          Note Registrar", "Class A-3
                              Note Registrar" and
                           "Principal Paying Agent")
                         The Bank of New York, London
                        Branch ("London Paying Agent"
                           and "Calculation Agent")
                        Deutsche Bank Luxembourg S.A.
                          ("Luxembourg Paying Agent")

                           Mallesons Stephen Jaques
                                  Solicitors

                            Governor Phillip Tower
                                1 Farrer Place
                                Sydney NSW 2000
                          Telephone (61 2) 9296 2000
                             Fax (61 2) 9296 3999
                                 DX 113 Sydney
                                  Ref: EN:SRF
                          (C)Mallesons Stephen Jaques



<PAGE>


                                                                            (i)
-------------------------------------------------------------------------------
Contents            National RMBS Trust 2004-1 Agency Agreement
-------------------------------------------------------------------------------
                    1    Definitions and Interpretation           1

                         Definitions Schedule                     1
                         Definitions                              2

                    2    Appointment of Agents                    3

                         Appointment of Agents                    3
                         Acceptance of appointment                4
                         Representation by each Agent             4
                         Additional Agents                        4
                         Acknowledgment                           4

                    3    The Note Trustee                         5

                         Agents to act for Note Trustee           5
                         Good Discharge to Issuer Trustee         5
                         Notice of change of the Note Trustee     5

                    4    Payments                                 6

                         Payments of amounts due                  6
                         Payments by Paying Agents                6
                         Notification                             6
                         Paying Agents to Record, Notify Payments
                           and Deliver Surrendered Notes          7
                         Make payments                            7
                         Non-Payment                              7
                         Full amount not received                 7
                         Interest on overdue amounts              8
                         Reimburse other Agents                   8
                         Late payment                             8
                         Partial payments                         8
                         Deductions                               9
                         Unpaid money                             9
                         No Set-off                               9
                         Currency Swaps                           9
                         Trust                                    9

                    5    Exchange of  Book-Entry Notes           10

                         Exchange for Definitive Notes           10
                         Notification                            10
                         Outstanding amount                      10

                    6    Redemption                              10

                         Part Redemption of Notes on Payment
                           Dates                                 10
                         Early Redemption                        10

                    7    General note registrar and paying agent
                           matters                               11

                         Notices to Offshore Noteholders         11
                         Copies of Documents for inspection      11
                         Notice of any Withholding or Deduction  11

                    8    Copies of documents available for
                           inspection                            12


                    9    Documents and forms                     12

<PAGE>


                                                                           (ii)
-------------------------------------------------------------------------------
                         Principal Paying Agent                  12
                         Notes, etc held by Paying Agents        12

                    10   Receipt of notices and voting           13

                         Copy notices to Issuer Trustee          13
                         Voting                                  13

                    11   Duties of Calculation Agent             13

                         Appointment                             13
                         Quotations                              14
                         Notice                                  14
                         Calculations                            14
                         Failure to calculate                    14

                    12   Duties of the Note Registrars           15

                         Offshore Note Register to be kept       15
                         Transfer or Exchange of Offshore Notes  15
                         Replacement of Lost or Mutilated
                           Offshore Notes                        16
                         Obligations upon Transfer, Exchange
                           or Replacement of Offshore Notes      16
                         No Charge for Transfer or Exchange      17
                           Restricted Period                     17
                         Cancellation of Offshore Notes          17
                         Provision of Information and Inspection
                           of Register                           17
                         Correctness of Register and Information 17
                         Non-recognition of Equitable Interests  18
                         Rectification of Note Registers         18

                    13   Relationship                            18

                         No other obligation 18 Instructions     19
                         No instructions                         19
                         Agent of the Issuer Trustee             19
                         Issuer Trustee not responsible for
                           Agents                                19
                         Reliance                                19
                         Agent may employ                        19
                         Applicable laws                         20
                         Accept deposits etc                     20
                         Dealing with money                      20
                         Income Tax Returns                      20
                         Holders of Notes                        20
                         Note or document believed to be genuine 21
                         Agents as holders of Notes              21
                         Communication between the Parties       21
                         Termination                             21
                         Publication                             22
                         Termination of appointment              22
                         New Agents                              23
                         Merger                                  23
                         Notice to Offshore Noteholder           23
                         Change of specified office              23

                    14   Stamp duties and indemnities            24

                         Stamp duties                            24

<PAGE>


                                                                          (iii)
-------------------------------------------------------------------------------

                         Indemnity by Issuer Trustee             24

                    15   Commissions and Expenses                24

                         Principal Paying Agent                  24
                         Other Agents                            24

                    16   Issuer Trustee's limitation of
                         liability                               25


                    17   Notices                                 25

                         Form                                    25
                         Initial addresses                       25
                         Time effective                          25
                         Receipt                                 25

                    18   Miscellaneous                           26

                         Certificate                             26
                         Exercise of rights                      26
                         Waiver and variation                    26
                         Supervening legislation                 26
                         Approvals and consent                   26
                         Remedies cumulative                     27
                         Indemnities                             27
                         Time of the essence                     27
                         Receipts                                27
                         Acknowledgment                          27
                         Disclosure of information               27
                         Rights cumulative                       27
                         Signatures                              28
                         Limitation of Note Trustee's Liability  28

                    19   Amendment                               28


                    20   Governing law and submission to
                           jurisdiction                          28

                         Governing Law                           28
                         Submission to jurisdiction              28
                         Service                                 29

                    21   Counterparts                            29