Exhibit 10.2

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                    National RMBS Trust 2004-1
                    Liquidity Facility Agreement

Date:               28 September 2004

Parties:            PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) in
                    its capacity as trustee of the Trust and having an office
                    at Level 7, 9 Castlereagh Street, Sydney NSW 2000 ("Issuer
                    Trustee")
                    NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                    having an office at Level 24, 500 Bourke Street, Melbourne
                    VIC 3000 ("Global Trust Manager")
                    NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937)
                    having its registered office at Level 24, 500 Bourke
                    Street, Melbourne VIC 3000 ("Liquidity Facility
                    Provider").

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

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

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

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

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

                    Changed Costs Event means:

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

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

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

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


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

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

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

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

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

                    Liquidity Facility means the facility granted pursuant to
                    this agreement.

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

                    Liquidity Facility Termination Date means the earliest of:

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

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

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

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

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

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

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

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

                    (b)  the amount agreed by the Liquidity Facility Provider,
                         the Global Trust Manager and each Current Rating
                         Agency;

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



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

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

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

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

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

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

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

                    Required Liquidity Rating means the short term rating (if
                    any) of:

                    (a)  A-1+, in the case of S&P;

                    (b)  P-1, in the case of Moody's; or

                    (c)  an equivalent rating in the case of another Current
                         Rating Agency,

                    assigned to the Liquidity Facility Provider by each
                    Current Rating Agency.

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

                    Trust means the National RMBS Trust 2004-1.

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



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                    Definitions Schedule and the Supplemental Deed, the
                    definition in the 4Supplemental Deed prevails.

Interpretation
              1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
                    are deemed to be incorporated in this agreement as if they
                    were set out in full in it with each reference to "this
                    deed" being construed as a reference to "this agreement".
                    Any obligation imposed on the Issuer Trustee under this
                    agreement is several only.

Limitation
              1.4   The rights and obligations of the parties under this
                    agreement relate only to the Trust. The Liquidity Facility
                    Provider has no obligation under this agreement to provide
                    financial accommodation to the Issuer Trustee in respect
                    of any other trust established under the Master Trust
                    Deed.

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

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

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

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

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

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

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



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

3    Conditions precedent
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First Drawdown Notice
              3.1   The Issuer Trustee must not, and the Global Trust Manager
                    must not direct the Issuer Trustee to, deliver the first
                    Drawdown Notice until the Issuer Trustee has received
                    written notice from the Liquidity Facility Provider that
                    the Liquidity Facility Provider has received the following
                    in form and substance satisfactory to it:

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

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

                    (c)  (opinions) a legal opinion addressed to the Liquidity
                         Facility Provider from:

                         (i)  the Issuer Trustee's solicitors in respect of,
                              among other things, the enforceability of this
                              agreement in relation to the Issuer Trustee; and

                         (ii) the Global Trust Manager's solicitors in respect
                              of the transaction generally,

                         in form and substance satisfactory to the Liquidity
                         Facility Provider.

Liquidity Drawings in respect of a Trust

              3.2   The Liquidity Facility Provider need not make any proposed
                    drawing available unless:

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

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

                    (c)  (representations and warranties) the representations
                         and warranties made or deemed to be made by the
                         Issuer Trustee and the Global Trust Manager in the
                         Transaction Documents



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                         are true and correct as of the date of the Drawdown
                         Notice and the Drawdown Date;

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

                    (e)  (Notes) the Notes are still in existence and have not
                         been redeemed or repaid in full; and

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

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

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

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

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

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

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

                    (b)  be signed by an Authorised Person of the Global Trust
                         Manager and the Issuer Trustee;



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

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

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

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

Agreement to make Liquidity Drawing
              4.5   Subject to this agreement, the Liquidity Facility Provider
                    agrees to deposit in the Collections Account the amount of
                    any Liquidity Drawing in immediately available funds by
                    11.30am Melbourne time on the relevant Payment Date.

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

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

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

Calculation of Interest
              6.2   Interest is to be calculated for each Liquidity Interest
                    Period. Interest accrues from day to day and is to be
                    calculated on actual days elapsed



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                    and a 365 day year. Interest is payable in arrears on each
                    Payment Date in the manner contemplated by clause 6.1. The
                    rate of interest paid to the Liquidity Facility Provider
                    in respect of a Liquidity Interest Period is the sum of
                    the Bank Bill Rate on the first day of that Liquidity
                    Interest Period (rounded to 3 decimal places) and 0.35%
                    per annum (" Liquidity Interest Rate").

Interest on overdue amounts
              6.3
                    (a)  If any payment by the Issuer Trustee on a Payment
                         Date under clause 6.1 is insufficient to pay the full
                         amount of accrued interest on each Liquidity Drawing
                         and any other interest due and payable under clause
                         6.3(b) up to the close of the Liquidity Interest
                         Period just ended, such unpaid interest will itself
                         capitalise and bear interest in accordance with
                         clauses 6.1 and 6.2 of this agreement.

                    (b)  The Issuer Trustee agrees to pay interest on any
                         amount payable by it under this agreement (including
                         without limitation on any unpaid interest) from when
                         it becomes due for payment during the period that it
                         remains unpaid. Interest is payable at the rate set
                         out in clause 6.2, as if the amount is a Liquidity
                         Drawing having successive Liquidity Interest Periods
                         calculated in accordance with clause 5. The first
                         Liquidity Interest Period commences on the day when
                         the outstanding amount becomes due for payment and
                         each subsequent Liquidity Interest Period commences
                         on the day when the preceding Liquidity Interest
                         Period expires.

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

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

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



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                    purpose in accordance with the Supplemental Deed until
                    such amounts are paid orrepaid in full.

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

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

                    (a)  the Liquidity Principal Outstanding;

                    (b)  interest accrued thereon; and

                    (c)  all other money due but unpaid under this agreement,

                    in each case to the extent that amounts are available for
                    that purpose in accordance with the Master Trust Deed and
                    the Supplemental Deed.

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

8    Availability Fee
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              8.1   The Issuer Trustee will pay to the Liquidity Facility
                    Provider an availability fee of 0.20% per annum on the
                    then un-utilised portion of the Liquidity Limit. The fee
                    will be:

                    (a)  calculated and accrue daily from the first day of the
                         Availability Period on the basis of a 365 day year;
                         and

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

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

9    Cancellation or reduction of the Liquidity Facility
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Cancellation
              9.1   The Issuer Trustee may on the direction of the Global
                    Trust Manager cancel the Liquidity Facility by written
                    notice to the Liquidity Facility Provider if each Current
                    Rating Agency has confirmed that the



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                    cancellation of the Liquidity Facility will not have an
                    Adverse Rating Effect.

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

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

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

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

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

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

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

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



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

                    then the Issuer Trustee must on the direction of the
                    Global Trust Manager pay (if applicable) to the Liquidity
                    Facility Provider on the next Payment Date (to the extent
                    available under clause 14 of the Supplemental Deed) the
                    additional amount which the Liquidity Facility Provider
                    certifies is necessary to compensate the Liquidity
                    Facility Provider for the changed cost, reduction, payment
                    or forgone interest or other return.

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

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

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

11   Illegality
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              11.1  If as a result of any change in a law, regulation, code of
                    practice or an official directive which has the force of
                    law or compliance with which is in accordance with the
                    practice of responsible bankers in the jurisdiction
                    concerned, or in their interpretation or administration
                    after the date of this agreement, the Liquidity Facility
                    Provider determines that it is or has become apparent that
                    it will become contrary to that official directive,
                    impossible or illegal for the Liquidity Facility Provider
                    to fund,



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                    provide or maintain financial accommodation or otherwise
                    observe its obligations under this agreement then the
                    Issuer Trustee, on the immediately following Payment Date,
                    must, to the extent that there are funds available under
                    clause 14 of the Supplemental Deed to do so, prepay so
                    much of the Liquidity Principal Outstanding as the
                    Liquidity Facility Provider specifies to the Issuer
                    Trustee in writing together with accrued interest and
                    other amounts payable by the Issuer Trustee under this
                    agreement. The Liquidity Facility Provider's obligations
                    to the Issuer Trustee under this agreement terminate on
                    the giving of the notice.

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

12   Payments and taxes
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Manner of payment
              12.1  The Issuer Trustee agrees to make payments to the
                    Liquidity Facility Provider under this agreement not later
                    than 5.00pm local time in the place of payment on the due
                    date in immediately available funds to the account of the
                    Liquidity Facility Provider at the bank which the
                    Liquidity Facility Provider designates by prior written
                    notice to the Issuer Trustee. All payments must be made in
                    accordance with the Master Trust Deed and the Supplemental
                    Deed.

No set off, etc
              12.2  The Issuer Trustee agrees to make payments under this
                    agreement without set-off or counterclaim and free and
                    clear of any withholding or deduction for Taxes unless
                    prohibited by law.

13   Representations and warranties
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General representations and warranties
              13.1  The Issuer Trustee represents and warrants to the Global
                    Trust Manager and the Liquidity Facility Provider as
                    follows:

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

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

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



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

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

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

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

                         (ii)  its constitution; or

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

                         and (except in respect of the Deed of Charge) does
                         not and will not result in:

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

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

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

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

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

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

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



<PAGE>
                                                                            14
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                    (k)  (trust power) it has power under the Transaction
                         Documents to enter into, perform and comply with its
                         obligations, and to carry out the transactions
                         contemplated by, this agreement;

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

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

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

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

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

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

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

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

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

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

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

                         (ii)  its constitution;



<PAGE>
                                                                            15
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                    (g)  (Authorisations) it has obtained all Authorisations
                         necessary for it to enter into, and perform its
                         obligations under, the Transaction Documents and such
                         Authorisations remain in full force and effect; and

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

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

14   General undertakings by Issuer Trustee
------------------------------------------------------------------------------
              14.1  The Issuer Trustee undertakes to:

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

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

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

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

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

              14.2  The Global Trust Manager undertakes to:



<PAGE>
                                                                            16
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                    (a)  (act as manager) act continuously as manager of the
                         Trust in accordance with the Master Trust Deed and
                         the Supplemental Deed until the Trust is terminated
                         or until it has retired or been removed in accordance
                         with the Master Trust Deed;

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

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

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

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

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

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

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

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

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

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



<PAGE>
                                                                            17
------------------------------------------------------------------------------
                    (b)  (breach of undertaking) the Issuer Trustee alters or
                         the Global Trust Manager instructs it to alter the
                         priority of payments under the Transaction Documents
                         without the consent of the Liquidity Facility
                         Provider or breaches any of its undertakings under
                         the Transaction Documents which affect its ability to
                         perform its obligations thereunder and that breach
                         has a Material Adverse Effect in respect of the
                         Liquidity Facility Provider;

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

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

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

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

                    (b)  terminate the Liquidity Facility Provider's
                         obligations in respect of the Liquidity Facility.

                    The Liquidity Facility Provider may do either or both of
                    these things with immediate effect.

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

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

                    (b)  must be in writing; and

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



<PAGE>
                                                                            18
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                         Issuer Trustee:

                         Address:      Level 7,  9 Castlereagh Street
                                       Sydney  NSW  2000
                         Facsimile:    (612) 8256 1422
                         Attention:    Manager, Securitisation
                         E-mail:       as notified from time to
                                       time

                         Global Trust Manager:

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


                         Liquidity Facility Provider:

                         Address:      Level 32
                                       500 Bourke Street
                                       Melbourne  VIC  3000
                         Facsimile:    (613) 8641 0591
                         Attention:    Director Securitisation
                         E-mail:       as notified from time to time
When effective
              16.2  Unless a later time is specified in it, a notice,
                    approval, consent or other communication takes effect from
                    the time it is received.

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

                    (a)  where delivered in person, upon receipt;

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

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

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

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



<PAGE>
                                                                            19
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17   Security Interests and assignment
------------------------------------------------------------------------------
                    Other than as contemplated by the Transaction Documents,
                    the Issuer Trustee may not, without the consent of the
                    Liquidity Facility Provider, create or allow to exist a
                    Security Interest over, or an interest in, this agreement
                    or assign or otherwise dispose of or deal with its rights
                    under this agreement. The Liquidity Facility Provider at
                    any time may do any of those things.

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

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

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

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

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

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



<PAGE>
                                                                            20
------------------------------------------------------------------------------
Indemnities
              18.7  Each indemnity in this agreement is a continuing
                    obligation, separate and independent from the other
                    obligations of the Issuer Trustee and survives termination
                    of this agreement.

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

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

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

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

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

19   Liability of Issuer Trustee and limited recourse
------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).

20   Governing law, jurisdiction and service of process
------------------------------------------------------------------------------
Governing law
              20.1  This agreement is governed by the law in force in the
                    Australian Capital Territory.

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

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



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

22   Costs, Charges, Expenses and Indemnities
------------------------------------------------------------------------------
              22.1  The Issuer Trustee will indemnify the Liquidity Facility
                    Provider on each Payment Date following a demand from the
                    Liquidity Facility Provider for:

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

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

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

              22.2  The Issuer Trustee will indemnify the Liquidity Facility
                    Provider against any liability or loss arising from, and
                    any costs, charges and expenses incurred in connection
                    with:

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

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

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

                    (d)  the Liquidity Facility Provider acting in connection
                         with a Transaction Document in good faith on
                         facsimile or telephone instructions purporting to
                         originate from the offices of the Issuer Trustee
                         including, without limitation, liability, loss,
                         costs, charges or expenses on account of funds
                         borrowed, contracted for or used to fund any amount
                         payable under the Transaction



<PAGE>
                                                                            22
------------------------------------------------------------------------------
                         Document and including, in each case (but without
                         limitation), legal costs and expenses on a full
                         indemnity basis or solicitor and own client basis,
                         whichever is the higher; or

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

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

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

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

                    (b)  survive any termination of this agreement.

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

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

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

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

                    (b)  the Liquidity Facility will terminate.

              23.2  On or before the declaration of the Payment Date by the
                    Global Trust Manager in accordance with clause 23.1, the
                    Global Trust Manager must obtain written confirmation from
                    each Current Rating Agency that the termination of the
                    Liquidity Facility and the appointment of the



<PAGE>
                                                                            23
------------------------------------------------------------------------------
                    proposed substitute Liquidity Facility Provider on that
                    Payment Date will not result in an Adverse Rating Effect.

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

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

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

EXECUTED as an agreement.



<PAGE>
                                                                            24
------------------------------------------------------------------------------
Schedule 1          Drawdown Notice (clause 4)
------------------------------------------------------------------------------
                    To:     National Australia Bank Limited


                    [Date]


                    Dear Sirs/Madams

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

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

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

                    (a)  the proposed Drawdown Date is [           ];

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

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

                         [                ]; and

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

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

                    Yours faithfully



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






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



<PAGE>
                                      25

Execution page
-----------------------------------------------------------------------------

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





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
/s/ Jason Elphick              )     the attorney states that
............................... )
Signature of witness           )     the attorney has received
                               )     no notice of revocation of
Jason Elphick                  )      the power of attorney
............................... )
Name of witness (block
letters)


<PAGE>
                                                                            26
------------------------------------------------------------------------------
SIGNED by Michael White        )
..............................  )
as attorney for NATIONAL       )
AUSTRALIA BANK LIMITED under   )
power of attorney dated 13     )
September 2004 in the          )
presence of:                   )
                               )
/s/ Jason Elphick              )
.............................   )
Signature of witness           )
                               )
Jason Elphick                  )
.............................   )
Name of witness (block         )
letters)                       )     /s/ Michael White
                               )     ...............................
                               )     By executing this agreement
                               )     the attorney states that
                               )     the attorney has received
                               )     no notice of revocation of
                               )     the power of attorney

<PAGE>

<TABLE>
<CAPTION>
                                                                                     1
--------------------------------------------------------------------------------------

Contents            National RMBS Trust 2004-1
                    Liquidity Facility Agreement
--------------------------------------------------------------------------------------
<S>                 <C>                                                             <C>
                    1    Interpretation                                              1

                    2    The Liquidity Facility                                      4

                    3    Conditions precedent                                        5

                    4    Liquidity Drawings                                          6

                    5    Liquidity Interest Periods                                  7

                    6    Interest                                                    7

                    7    Repayment of Liquidity Drawings                             9

                    8    Availability Fee                                            9

                    9    Cancellation or reduction of the Liquidity Facility        10

                    10   Changed costs event                                        10

                    11   Illegality                                                 12

                    12   Payments and taxes                                         12

                    13   Representations and warranties                             12

                    14   General undertakings by Issuer Trustee                     15

                    15   Liquidity Events of Default                                17

                    16   Notices                                                    18

                    17   Security Interests and assignment                          19

                    18   Miscellaneous                                              19

                    19   Liability of Issuer Trustee and limited recourse           21

                    20   Governing law, jurisdiction and service of process         21

                    21   Counterparts                                               21

                    22   Costs, Charges, Expenses and Indemnities                   21

                    23   Liquidity Facility Provider Termination Date               23

                    Schedule 1  Drawdown Notice (clause 4)                          24
</TABLE>

<PAGE>

                       -------------------------------
                       Date     28 September 2004






                          National RMBS Trust 2004-1
                         Liquidity Facility Agreement




                       Perpetual Trustee Company Limited
                              ("Issuer Trustee")
                      National Global MBS Manager Pty Ltd
                           ("Global Trust Manager")
                        National Australia Bank Limited
                        ("Liquidity Facility Provider")












                           Mallesons Stephen Jaques
                                  Solicitors

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