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FOR ELECTRONIC DISTRIBUTION OF THE OFFERING CIRCULAR Powered By Docstoc
					                               FOR ELECTRONIC DISTRIBUTION OF THE OFFERING CIRCULAR

*If you are not the intended recipient of this message, please do not distribute or copy the information contained in this email, but instead,
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                                                            IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) IN THE CASE OF THE CLASS A1 NOTES, QIBS
UNDER RULE 144A OR (2) IN THE CASE OF EITHER THE CLASS A1 NOTES OR THE CLASS A2 NOTES, NON-U.S. PERSONS
OUTSIDE OF THE U.S. IN ACCORDANCE WITH REGULATION S.
IMPORTANT: You must read the following before continuing. The following applies to the offering circular (the “offering circular”)
following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering
circular. In accessing the offering circular, you agree to be bound by the terms and conditions set forth herein, including any modifications
to them any time you receive any information from us as a result of such access and consent to the electronic transmission of this offering
circular. The document has been prepared solely in connection with the proposed offering to certain institutional and professional investors
of the securities described herein. In particular, this document refers to certain events as having occurred that have not occurred at the date it
is made available but that are expected to occur prior to publication of the offering circular to be published in due course. Investors should
not subscribe for or purchase securities except on the basis of information in the offering circular. Copies of the offering circular will,
following publication, be published and made available to the public in accordance with the applicable rules.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE
U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THIS EMAIL IS NOT TO BE DISTRIBUTED OR FORWARDED TO ANY PERSON OTHER THAN THE INTENDED RECIPIENTS
OF THIS ELECTRONIC TRANSMISSION AND ANY PERSON RETAINED TO ADVISE THE PERSON RECEIVING THIS
ELECTRONIC TRANSMISSION WITH RESPECT TO THE OFFERING CONTEMPLATED IN THE OFFERING CIRCULAR AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. EXCEPT AS
EXPRESSLY AUTHORIZED HEREIN, THE INFORMATION CONTAINED IN THIS EMAIL MESSAGE IS CONFIDENTIAL
INFORMATION INTENDED ONLY FOR THE USE OF THE ENTITY OR INDIVIDUAL TO WHOM IT IS ADDRESSED.
IN THE UNITED KINGDOM, THIS ELECTRONIC TRANSMISSION IS DIRECTED ONLY AT PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS OR (II) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS “RELEVANT PERSONS”). THE INFORMATION IN THIS ELECTRONIC TRANSMISSION MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE INFORMATION IS THIS ELECTRONIC TRANSMISSION RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
Confirmation of your Representation: In order to be eligible to view this offering circular or make an investment decision with respect to
the Class A Notes, investors must be either (1) in the case of the Class A1 Notes, Qualified Institutional Buyers (“QIBs”) (within the
meaning of Rule 144A under the Securities Act) or (2) in the case of either the Class A1 Notes or the Class A2 Notes, non-U.S. persons
(within the meaning of Regulation S under the Securities Act). This offering circular is being sent at your request and by accepting the e-
mail and accessing this offering circular, you shall be deemed to have represented to us that (1) you and any customers you represent are
either (a) QIBs or (b) not a U.S. person and that the electronic mail address that you gave us and to which this e-mail has been delivered is
not located in the U.S. and (2) that you consent to delivery of such offering circular by electronic transmission.
You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this offering
circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you
authorized to, deliver this offering circular to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the lead
managers, or any affiliates of the lead managers, are licensed brokers or dealers in that jurisdiction, the offering shall be deemed to be made
by the lead managers, or any such affiliates, on behalf of the Trustee in such jurisdiction.
This offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of electronic transmission and consequently no lead manager nor any person who controls it nor any
director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any
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difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from
the lead managers.
Notwithstanding anything herein to the contrary, effective from the date of commencement of discussions, recipients of this offering circular
and each employee, representative or other agent of any such recipient may disclose to any and all persons, without limitation of any kind,
the U.S. tax treatment and tax structure of this offering and all materials of any kind, including opinions or other tax analyses, that are
provided to the recipients relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax
structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.
Furthermore, this authorization to disclose such tax treatment and tax structure does not permit disclosure of information identifying the
issuer, the Trustee, the Manager or any other party to the transaction, this offering or the pricing (except to the extent pricing is relevant to
tax structure or tax treatment) of this offering.




                                                                                                                     2
                                        OFFERING CIRCULAR
                           US$401,000,000 Class A1 Notes due December 2042
                           A$1,005,000,000 Class A2 Notes due December 2042
                     NATIONAL RMBS TRUST 2011-2 IN RESPECT OF SERIES 2011-2


                                            NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
                                                          Manager and Trust Administrator
                                             National Australia Bank Limited (ABN 12 004 044 937)
                                                                  Seller and Servicer
                                            Perpetual Trustee Company Limited (ABN 42 000 001 007)
                                                   as trustee of the National RMBS Trust 2011-2
                                                                        Trustee

The Trustee proposes to issue US$401,000,000 Class A1 Notes due December 2042 (the “Class A1 Notes”), A$1,005,000,000 Class A2 Notes due December
2042 (the “Class A2 Notes”), A$75,000,000 Class B Notes due December 2042 (the “Class B Notes”) and A$30,000,000 Class C Notes due December 2042
(the “Class C Notes”). The Class A1 Notes and the Class A2 Notes (the “Class A Notes”) are offered pursuant to this offering circular (the “Offering
Circular”). Class A1-R Notes may (in certain circumstances) also be issued by the Trustee. The Class B Notes, the Class C Notes and the Class A1-R Notes (if
issued) are not offered pursuant to this Offering Circular.
The Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes and the Class A1-R Notes (if issued) (together, the “Notes”) will be
collateralized by a pool of Housing Loans secured by properties located in Australia. The National RMBS Trust 2011-2 will be governed by the laws of New
South Wales, Australia.
The Class A Notes are not deposits and neither the Class A Notes nor the underlying Housing Loans are insured or guaranteed by any governmental agency or
instrumentality. The Class A Notes represent obligations of the Trustee in its capacity as trustee of the National RMBS Trust 2011-2 in respect of Series 2011-2
only and do not represent obligations of or interests in, and are not guaranteed by any other entity, including the Trustee in its personal capacity. Discounts and
commissions to the Lead Managers will be paid by the Manager and are not deducted from the proceeds of issue of the Class A Notes. Proceeds of the assets of
the National RMBS Trust 2011-2 in respect of Series 2011-2 are the sole source of distributions on the Class A Notes.
It is expected that the Class A Notes will, when issued, be assigned a “AAA(sf)” rating by Standard & Poor’s (Australia) Pty Limited (“S&P”) and “AAAsf”
rating by Fitch Australia Pty Limited (“Fitch”). One or more other nationally recognized statistical ratings organizations (each an “NRSRO”) that were not
hired by the Manager may use information they receive pursuant to Rule 17g-5 under the Exchange Act, to rate or provide market reports and/or published
commentary related to the Class A1 Notes. There are no assurances as to what ratings a non-hired NRSRO would assign.
Investing in the Class A Notes involves risks. Prospective investors should review carefully the factors described in the section headed “Risk Factors”
on page 48 of this Offering Circular.

                                                                             Initial Invested Amount                        Initial Interest Rate
          Class A1 Notes                                                     US$401,000,000                                 USD LIBOR (3 month) + 1.15%
          Class A2 Notes                                                     A$1,005,000,000                                Bank Bill Rate (1 month) + 1.20%


The credit enhancement for the Class A Notes is described in this Offering Circular under “Summary-Structural Overview-Credit Enhancement”. National
Australia Bank Limited is acting as swap provider in respect of the interest rate swaps and the currency swap.
Delivery of the Class A1 Notes in book-entry form through The Depository Trust Company, Clearstream, Luxembourg and Euroclear will be made on or about
28 September 2011. The Class A1 Notes have not been registered with the Securities and Exchange Commission or any state securities commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Class A Notes or determined if this
Offering Circular is accurate or complete. Any representation to the contrary is a criminal offense.
THE CLASS A NOTES MAY NOT BE OFFERED OR SOLD (I) IN THE CASE OF THE CLASS A1 NOTES, WITHIN THE UNITED STATES OR
TO U.S. PERSONS EXCEPT TO ‘‘QUALIFIED INSTITUTIONAL BUYERS’’ IN RELIANCE ON THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR (II) IN THE CASE OF
THE CLASS A1 NOTES OR THE CLASS A2 NOTES, IN OFFSHORE TRANSACTIONS EXCEPT TO CERTAIN PERSONS IN RELIANCE ON
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. INVESTORS ARE ADVISED THAT SELLERS OF THE CLASS
A1 NOTES MAY BE RELYING ON THE EXEMPTION FROM THE SECURITIES ACT PROVIDED BY RULE 144A. THE CLASS A2 NOTES
ARE BEING OFFERED FOR SALE ONLY OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT.



                       nabSecurities, LLC                                                   National Australia Bank Limited
                                                                          Lead Managers
                                            The date of this Offering Circular is 28 September 2011




                                                                                                                                        1
                              AUSTRALIAN DISCLAIMERS

•   The Class A Notes do not represent deposits or other liabilities of National Australia Bank
    Limited or associates of National Australia Bank Limited or any other person who provides a
    facility or service to the Trustee.

•   The Class A Notes will be the obligations of Perpetual Trustee Company Limited solely in its
    capacity as trustee of the Trust in respect of the Series and do not represent obligations of or
    interests in, and are not guaranteed by, Perpetual Trustee Company Limited in its personal
    capacity, or as trustee of any other trust, or any other affiliate of Perpetual Trustee Company
    Limited.

•   The liability of the Trustee to make payments in respect of the Class A Notes is limited to its
    right of indemnity from the Series Assets of the Series. Except in the case of, and to the
    extent that the Trustee’s right of indemnification against the Series Assets of the Series is
    reduced as a result of the Trustee’s fraud, negligence or wilful default, no rights may be
    enforced against the personal assets of the Trustee by any person and no proceedings may be
    brought against the Trustee except to the extent that the Trustee is actually indemnified out of
    the Series Assets of the Series. Other than in the exception previously mentioned, the
    personal assets of the Trustee are not available to meet payments of interest or principal on the
    Class A Notes.

•   The holding of the Class A Notes is subject to investment risk, including possible delays in
    repayment and loss of income and principal invested.

•   None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer,
    Basis Swap Provider, Fixed Rate Swap Provider, Currency Swap Provider and Liquidity
    Facility Provider, Perpetual Trustee Company Limited, in its individual capacity, as Trustee,
    or as trustee of any trust, National Global MBS Manager Pty Ltd, as Manager, Trust
    Administrator and A$ Note Calculation Agent, P.T. Limited, in its individual capacity, as
    Security Trustee, or as trustee of any trust, Deutsche Bank Trust Company Americas, as Note
    Trustee, Principal Paying Agent, Class A1 Calculation Agent and Class A1 Note Registrar, or
    any Lead Manager in any way stands behind the capital value or the performance of the Notes
    or the Series Assets of the Series.

•   None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer,
    Basis Swap Provider, Fixed Rate Swap Provider, Currency Swap Provider and Liquidity
    Facility Provider, Perpetual Trustee Company Limited, in its individual capacity, as Trustee,
    or as trustee of any trust, National Global MBS Manager Pty Ltd, as Manager, Trust
    Administrator and A$ Note Calculation Agent, P.T. Limited, in its individual capacity, as
    Security Trustee, or as trustee of any trust, Deutsche Bank Trust Company Americas, as Note
    Trustee, Principal Paying Agent, Class A1 Calculation Agent and Class A1 Note Registrar, or
    any Lead Manager guarantees the payment of interest or the repayment of principal due on the
    Notes.

•   None of the obligations of Perpetual Trustee Company Limited, in its capacity as trustee of
    the Trust in respect of the Series or National Global MBS Manager Pty Ltd, as Manager, Trust
    Administrator and A$ Note Calculation Agent, are guaranteed in any way by National
    Australia Bank Limited or any associate of National Australia Bank Limited or by Perpetual
    Trustee Company Limited in its personal capacity or as trustee of any other trust or by an
    associate of Perpetual Trustee Company Limited.

•   Perpetual Trustee Company Limited (in its individual capacity or as Trustee or as trustee of
    any other trust) and P.T. Limited (in its individual capacity or as Security Trustee or as trustee
    of any other trust) have not been involved in the preparation of this Offering Circular, have


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not authorised or caused the issue of this Offering Circular and have not made or authorised
the application for admission to listing and/or trading or any offer of any notes to the public
and expressly disclaims and take no responsibility for this Offering Circular (other than the
section relating to the Trustee and Security Trustee described under the heading “Important
Notice”). The Trustee acts solely on instruction from the Manager and the Trust
Administrator.




                                                                                            3
                   NOTICE TO INVESTORS IN AUSTRALIA

THIS OFFERING CIRCULAR IS NOT A “PROSPECTUS” FOR THE PURPOSES OF
PART 6D.2 OF THE CORPORATIONS ACT OR A “PRODUCT DISCLOSURE
STATEMENT” FOR THE PURPOSES OF CHAPTER 7 OF THE CORPORATIONS ACT
AND IS NOT REQUIRED TO BE LODGED WITH THE AUSTRALIAN SECURITIES
AND INVESTMENTS COMMISSION UNDER THE CORPORATIONS ACT AS EACH
OFFER FOR THE ISSUE, ANY INVITATION TO APPLY FOR THE ISSUE, AND ANY
OFFER FOR THE SALE OF, AND ANY INVITATION FOR OFFERS TO PURCHASE,
THE CLASS A NOTES TO A PERSON UNDER THIS OFFERING CIRCULAR:

(I)    WILL BE FOR A MINIMUM AMOUNT PAYABLE, BY EACH PERSON (AFTER
       DISREGARDING ANY AMOUNT LENT BY THE PERSON OFFERING THE
       CLASS A NOTES (AS DETERMINED UNDER SECTION 700(3) OF THE
       CORPORATIONS ACT) OR ANY OF THEIR ASSOCIATES (AS DETERMINED
       UNDER SECTIONS 10 TO 17 OF THE CORPORATIONS ACT) ON
       ACCEPTANCE OF THE OFFER OR APPLICATION (AS THE CASE MAY BE)
       OF AT LEAST A$500,000 (CALCULATED IN ACCORDANCE WITH BOTH
       SECTION 708(9) OF THE CORPORATIONS ACT AND REGULATION 7.1.18 OF
       THE CORPORATIONS REGULATIONS 2001); OR

(II)   DOES NOT OTHERWISE REQUIRE DISCLOSURE TO INVESTORS UNDER
       PART 6D.2 OF THE CORPORATIONS ACT AND IS NOT MADE TO A RETAIL
       CLIENT FOR THE PURPOSES OF CHAPTER 7 OF THE CORPORATIONS
       ACT.

                  NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED (“RS.A. 421-B”) WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR
A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RS.A. 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY
OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

          NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

THIS OFFERING CIRCULAR HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER
OF CLASS A NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A RELEVANT
MEMBER STATE) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE
PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS
FOR OFFERS OF CLASS A NOTES. ACCORDINGLY ANY PERSON MAKING OR
INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF CLASS A
NOTES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS
OFFERING CIRCULAR MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO



                                                                   4
OBLIGATION ARISES FOR THE TRUSTEE OR ANY OF THE LEAD MANAGERS TO
PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE, IN EACH CASE, IN RELATION TO SUCH OFFER. NEITHER THE
TRUSTEE NOR THE LEAD MANAGERS HAVE AUTHORISED, NOR DO THEY
AUTHORISE, THE MAKING OF ANY OFFER OF CLASS A NOTES IN CIRCUMSTANCES
IN WHICH AN OBLIGATION ARISES FOR THE TRUSTEE OR THE LEAD MANAGERS
TO PUBLISH A PROSPECTUS FOR SUCH OFFER. THE EXPRESSION PROSPECTUS
DIRECTIVE MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO,
INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED
IN THE RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT
IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE
EXPRESSION 2010 PD AMENDING DIRECTIVE MEANS DIRECTIVE 2010/73/EU.

             NOTICE TO INVESTORS IN THE UNITED KINGDOM

IN THE UNITED KINGDOM, THIS OFFERING CIRCULAR IS DIRECTED ONLY AT
PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
(“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC”) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT
PERSONS”). THIS OFFERING CIRCULAR MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.         ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS OFFERING CIRCULAR RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS.




                                                                    5
                                       IMPORTANT NOTICE

Unless otherwise stated, in this section, references to Perpetual Trustee Company Limited are to that
company in its capacity as trustee of the National RMBS Trust 2011-2 in respect of the Series, and not
its personal capacity or as trustee of any other trust. National Global MBS Manager Pty Ltd is
responsible and liable for this Offering Circular in the United States of America (“U.S.”). Except as
hereinafter set forth, National Global MBS Manager Pty Ltd accepts responsibility for the information
contained in this Offering Circular. To the best of the knowledge and belief of National Global MBS
Manager Pty Ltd, which has taken all reasonable care to ensure that such is the case, the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to
affect the import of that information.

National Australia Bank Limited accepts responsibility for the information contained in “Description
of National Australia Bank Limited, the Manager and the Trust Administrator - National Australia
Bank Limited”, “Summary - Structural Overview - The Purchased Housing Loan Pool”, “Article 122a
of the Capital Requirements Directive” (but not, for the avoidance of doubt, the information
contained in any other section of this Offering Circular, which is referred to in the section entitled
“Article 122a of the Capital Requirements Directive”), “Description of the Series Assets of the
Series - Other Features of the Purchased Housing Loans”, “Description of the Series Assets of the
Series-Details of the Purchased Housing Loan Pool”, “National Australia Bank Limited Residential
Loan Program” and “Description of the Class A Notes - The Interest Rate Swaps and Currency Swap -
Overview of Basis Swap Provider, Fixed Rate Swap Provider and Currency Swap Provider”. To the
best of the knowledge and belief of National Australia Bank Limited, which has taken all reasonable
care to ensure that such is the case, the information contained in those sections is in accordance with
the facts and does not omit anything likely to affect the import of that information.

Perpetual Trustee Company Limited, as Trustee, accepts responsibility for the information contained
in “Description of the Trustees - The Trustee” under the headings “Overview” and “Directors” and
accepts responsibility for the information contained in “Description of the Trustees - The Security
Trustee” under the headings “Overview” and “Directors”. Perpetual Trustee Company Limited (in its
individual capacity or as Trustee or as trustee of any other trust) and P.T. Limited (in its individual
capacity or as Security Trustee or as trustee of any other trust) have not authorized or caused the issue
of this Offering Circular or made or authorized the application for admission to listing and/or trading
or any offer of any Notes to the public and expressly disclaim and take no responsibility for this
Offering Circular (other than the sections referred to in the first sentence of this paragraph). The
Trustee acts solely on instructions from the Manager and the Trust Administrator.

The information relating to DTC has been accurately reproduced from publicly available sources. So
far as the Manager is aware and is able to ascertain from information published by DTC, no facts have
been omitted which would render the reproduced information misleading.

None of National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Basis
Swap Provider, Fixed Rate Swap Provider, Currency Swap Provider and Liquidity Facility Provider,
Perpetual Trustee Company Limited, in its individual capacity, as Trustee, or as trustee of any trust,
National Global MBS Manager Pty Ltd, as Manager, Trust Administrator and A$ Note Calculation
Agent, P.T. Limited, in its individual capacity, as Security Trustee, or as trustee of any trust, Deutsche
Bank Trust Company Americas, as Note Trustee, Principal Paying Agent, Class A1 Calculation Agent
and Class A1 Note Registrar, the Lead Managers, Genworth Financial Mortgage Insurance Pty Ltd or
QBE Lender’s Mortgage Insurance Limited as Mortgage Insurers or S&P or Fitch accept any
responsibility for any information contained in this Offering Circular and has not separately verified
the information contained in this Offering Circular and makes no representation, warranty or
undertaking, express or implied, as to the accuracy or completeness of any information contained in
this Offering Circular or any other information supplied in connection with the Class A Notes except
with respect to the information for which it accepts responsibility in the preceding paragraphs.



                                                                                                       6
National Australia Bank Limited, in its individual capacity and as Seller, Servicer, Basis Swap
Provider, Fixed Rate Swap Provider, Currency Swap Provider and Liquidity Facility Provider,
Perpetual Trustee Company Limited, in its individual capacity, as Trustee, or as trustee of any trust,
National Global MBS Manager Pty Ltd, as Manager, Trust Administrator and A$ Note Calculation
Agent, P.T. Limited, in its individual capacity, as Security Trustee, or as trustee of any trust, Deutsche
Bank Trust Company Americas, as Note Trustee, Principal Paying Agent, Class A1 Calculation Agent
and Class A1 Note Registrar, the Lead Managers, Genworth Financial Mortgage Insurance Pty Ltd or
QBE Lender’s Mortgage Insurance Limited as Mortgage Insurers or S&P and Fitch do not recommend
that any person should purchase any of the Class A Notes and do not accept any responsibility or make
any representation as to the tax consequences of investing in the Class A Notes.

Each person receiving this Offering Circular acknowledges that he or she has not relied on the entities
listed in the preceding paragraph nor on any person affiliated with any of them in connection with his
or her investigation of the accuracy of the information in this Offering Circular or his or her
investment decisions; acknowledges that this Offering Circular and any other information supplied in
connection with the Class A Notes is not intended to provide the basis of any credit or other
evaluation; acknowledges that the Lead Managers have expressly not undertaken to review the
financial condition or affairs of the Trust or the Series or any party named in the Offering Circular
during the life of the Class A Notes; should make his or her own independent investigation of the
Trust, the Series and the Class A Notes; and should seek its own tax, accounting and legal advice as to
the consequences of investing in any of the Class A Notes.

No person has been authorized to give any information or to make any representations other than those
contained in this Offering Circular in connection with the issue or sale of the Class A Notes. If such
information or representation is given or received, it must not be relied upon as having been
authorized by Perpetual Trustee Company Limited or any of the Lead Managers.

Neither the delivery of this Offering Circular nor any sale made in connection with this Offering
Circular shall, under any circumstances, create any implication that:

•       there has been no material change in the affairs of the Trust or the Series or any party named
        in this Offering Circular since the date of this Offering Circular or the date upon which this
        Offering Circular has been most recently amended or supplemented; or

•       any other information supplied in connection with the Class A Notes is correct as of any time
        subsequent to the date on which it is supplied or, if different, the date indicated in the
        document containing the same.

Perpetual Trustee Company Limited’s liability to make payments of interest and principal on the Class
A Notes is limited to its right of indemnity from the Series Assets of the Series. All claims against
Perpetual Trustee Company Limited in relation to the Class A Notes may only be satisfied out of the
Series Assets of the Series and are limited in recourse to the Series Assets of the Series.

A security rating is not a recommendation to buy, sell or hold securities. A rating does not address the
market price or suitability of the Class A Notes for you. A rating may be subject to revision or
withdrawal at any time by the rating agencies. The rating does not address the expected schedule of
principal repayments other than to say that principal will be returned no later than the Final Maturity
Date of the Notes. None of the rating agencies have been involved in the preparation of this Offering
Circular.

The Class A1 Notes will be offered by the Lead Managers and the Class A2 Notes will be offered by
the Class A2 Lead Manager, subject to prior sale, if and when they are issued to and accepted by them.
The Lead Managers reserve the right to reject an offer in whole or in part and to withdraw, cancel or
modify the offer without notice. Delivery of the Class A1 Notes in book-entry form only will be made
on or about 28 September 2011.


                                                                                                       7
National Australia Bank Limited, the Trustee and the Security Trustee, and each of their respective
Related Parties or Associates (each as defined in the Corporations Act), each a “Relevant Person”)
discloses that it, in addition to the arrangements and interests it will or may have with respect to the
Manager, the Trust Administrator, the Servicer and Perpetual Trustee Company Limited in its capacity
as trustee of the Trust in respect of the Series (together, the “Group”), as described in this Offering
Circular (the “Transaction Document Interests”) its subsidiaries, directors and employees:

(a)     may from time to time, be a Noteholder or have other interests with respect to the Notes and
        they may also have interests relating to other arrangements with respect to a Noteholder or a
        Note; and

(b)     may receive fees, brokerage and commissions or other benefits, and act as principal with
        respect to any dealing with respect to any Notes,

(the “Note Interests”).

Each purchaser of Notes acknowledges these disclosures and further acknowledges and agrees that:

(c)     each Relevant Person and each of its Related Entities and employees (each a “Relevant
        Entity”) will or may from time to time have the Transaction Document Interests and may
        from time to time have the Note Interests and is, and from time to time may be, involved in a
        broad range of transactions including, without limitation, banking, dealing in financial
        products, credit, derivative and liquidity transactions, investment management, corporate and
        investment banking and research (the “Other Transactions”) in various capacities in respect
        of any member of the Group, both on the Relevant Entity’s own account and/or for the
        account of other persons (the “Other Transaction Interests”); and

(d)     each Relevant Entity in the course of its business (whether with respect to the Transaction
        Document Interests, the Note Interests, the Other Transaction Interests or otherwise) may act
        independently of any other Relevant Entity; and

(e)     to the maximum extent permitted by applicable law, the duties of each of the Currency Swap
        Provider, the Fixed Rate Swap Provider, the Basis Swap Provider and the Liquidity Facility
        Provider (the “Finance Parties”) and each of their Related Entities and employees in respect
        of the Class A Notes are limited to the contractual obligations of the Finance Parties to the
        Manager and Perpetual Trustee Company Limited in its capacity as trustee of the Trust in
        respect of the Series as set out in the relevant Transaction Documents and, in particular, no
        advisory or fiduciary duty is owed to any person; and

(f)     a Relevant Entity may have or come into possession of information not contained in this
        Offering Circular regarding any member of the Group that may be relevant to any decision by
        a potential investor to acquire the Notes and which may or may not be publicly available to
        potential investors (“Relevant Information”); and

(g)     to the maximum extent permitted by applicable law, no Relevant Entity is under any
        obligation to disclose any Relevant Information to any potential investor and this Offering
        Circular and any subsequent course of conduct by a Relevant Entity should not be construed
        as implying that the Relevant Entity is not in possession of such Relevant Information; and

(h)     each Relevant Entity may have various potential and actual conflicts of interest arising in the
        course of its business including in respect of the Transaction Document Interests, the Note
        Interests or the Other Transaction Interests. For example, the exercise of rights against a
        member of the Group arising from the Transaction Document Interests or from an Other
        Transaction may affect the ability of the Group member to perform its obligations in respect
        of the Notes. In addition, the existence of the Transaction Document Interests or Other



                                                                                                     8
       Transaction Interests may affect how a Relevant Entity as a Noteholder may seek to exercise
       any rights it may have as a Noteholder. These interests may conflict with the interests of the
       Group or a Noteholder and a Noteholder may suffer loss as a result. To the maximum extent
       permitted by applicable law, a Relevant Entity is not restricted from entering into, performing
       or enforcing its rights in respect of the Transaction Document Interests, the Note Interests or
       the Other Transaction Interests and may otherwise continue to take steps to further or protect
       any of those interests and its business even where to do so may be in conflict with the interests
       of Noteholders or the Group and the Relevant Entities may in so doing act without notice to,
       and without regard to, the interests of any such person.

Information distributed by National Australia Bank Limited in the United Kingdom and in Europe is
distributed by NAB Europe Limited. Information distributed in New Zealand by National Australia
Bank Limited is distributed by Bank of New Zealand. Information distributed in Hong Kong by
National Australia Bank Limited is distributed by National Australia Bank Limited, Hong Kong
Branch. In Singapore, information distributed by National Australia Bank Limited is distributed by
National Australia Bank Limited, Singapore Branch which is licensed under the Banking Act, Chapter
19 of Singapore and is subject to the supervision of the Monetary Authority of Singapore.




                                                                                                     9
                               OFFEREE ACKNOWLEDGEMENTS

In making an investment decision, investors must rely on their own examination of the Class A Notes
and the terms of the placement, including the merits and risks involved.

Each person receiving this Offering Circular acknowledges that: (i) such person has been afforded an
opportunity to request and to review, and has received and reviewed, all additional information
considered by it to be necessary to verify that accuracy of or to supplement the information herein; (ii)
such person has not relied on any of the entities set forth in the sixth paragraph under the heading
“Important Notice” above or the Lead Managers or any person affiliated with the Lead Managers in
connection with its investigation of the accuracy of such information or its investment decision; and
(iii) no person has been authorized to give any information or to make any representation concerning
the Class A Notes other than as contained herein and, if given or made, any such other information or
representation has not been relied upon.

The Lead Managers reserve the right to reject any offer to purchase the Class A Notes, in whole or in
part, for any reason and to sell less than the aggregate amount of the Class A Notes. This Offering
Circular is personal to each offeree and does not constitute an offer to any other person or to the public
generally to subscribe for or otherwise acquire any of the Class A Notes.

All information contained in this Offering Circular is given as of the date hereof. Neither the delivery
of this Offering Circular nor any sale made in connection with it will, under any circumstances, create
any implication that there has been no change in the information contained in this Offering Circular
since the date hereof.

No person is authorized to give any information or to make any representation other than as contained
in this Offering Circular and, if given or made, such information or representation must not be relied
upon as having been authorized by or on behalf of the Trustee, the Manager, the Trust Administrator,
the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Note Trustee, the
Principal Paying Agent, the Class A1 Note Registrar, the Calculation Agents, the Basis Swap
Provider, the Currency Swap Provider, the Fixed Rate Swap Provider, the Mortgage Insurers or the
Lead Managers.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Trustee,
the Manager, the Trust Administrator, the Seller, the Servicer, the Liquidity Facility Provider, the
Security Trustee, the Note Trustee, the Principal Paying Agent, the Class A1 Note Registrar, the
Calculation Agents, the Basis Swap Provider, the Currency Swap Provider, the Fixed Rate Swap
Provider, the Mortgage Insurers or the Lead Managers (or any of them) to subscribe for or purchase
any of the Class A Notes in any jurisdiction where it is unlawful to make such an offer or invitation.

This Offering Circular contains summaries of certain documents, but reference is made to the actual
documents (copies of which will be made available free of charge to prospective investors by the Lead
Managers) for complete information with respect thereto, and all such summaries are qualified in their
entirety by such reference.

Neither the Lead Managers nor any of their respective affiliates have independently verified any
information set forth herein, assume any responsibility for such information’s accuracy or
completeness, or make any representations or warranties as to the accuracy or completeness of the
information contained in this Offering Circular, and nothing herein shall be deemed to constitute such
a representation or warranty by the Lead Managers or their respective affiliates, or a promise or
representation as to the future performance of the Purchased Housing Loans or the other related
authorized assets.

Neither the delivery of this Offering Circular nor any sale made in connection with this Offering
Circular shall, under any circumstances, create any implication that there has been no material change



                                                                                                      10
in the affairs of the Trust or the Series or any party named in this Offering Circular since the date of
this Offering Circular or the date upon which this Offering Circular has been most recently amended
or supplemented.

The Class A Notes are being offered pursuant to the exemptions from registration under the Securities
Act described in the section of this Offering Circular entitled “Notice to Investors - Transfer
Restrictions in respect of the Class A1 Notes” and “Notice to Investors-Transfer Restrictions in respect
of the Class A2 Notes” (as applicable) and have not been nor will they be registered under the
Securities Act, or the securities laws of any other jurisdiction. These Class A Notes are subject to
restrictions on transferability and resale and may not be transferred or resold except as described under
“Notice to Investors - Transfer Restrictions in respect of the Class A1 Notes” and “Notice to Investors-
Transfer Restrictions in respect of the Class A2 Notes” (as applicable) and the applicable state
securities laws pursuant to registration or exemption therefrom. As a result, there can be no assurance
that a meaningful secondary market for the Class A Notes will develop. See “Notice to Investors -
Transfer Restrictions in respect of the Class A1 Notes”, “Notice to Investors-Transfer Restrictions in
respect of the Class A2 Notes” and “Risk Factors-You may not be able to resell your Notes”.

The Class A Notes have not been recommended by the SEC or any state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not reviewed or confirmed the
accuracy or determined the adequacy of this Offering Circular. Any representation to the contrary is a
criminal offense.

Prospective investors should not rely on information other than that contained in this Offering
Circular. In making a purchase of Class A Notes, investors will be deemed to have made their
investment decision and analysis, including the merits and risks involved, and its own determination of
the suitability of any such investment, with particular reference to its own investment objectives and
experience and any other factors which may be relevant to it in connection with such investment,
based solely upon this Offering Circular and not to have relied on any other information and will also
be deemed to have made the acknowledgments, representations and agreements provided under
“Notice to Investors - Transfer Restrictions in respect of the Class A1 Notes” or “Notice to Investors-
Transfer Restrictions in respect of the Class A2 Notes” (as applicable).

Any investor in the Class A Notes should be able to bear the economic risk of an investment in the
Class A Notes for an indefinite period of time. None of the Trustee, the Manager, the Trust
Administrator, the Seller, the Servicer, the Liquidity Facility Provider, the Security Trustee, the Note
Trustee, the Principal Paying Agent, the Class A1 Note Registrar, the Calculation Agents, the Basis
Swap Provider, the Currency Swap Provider, the Fixed Rate Swap Provider, the Mortgage Insurers or
the Lead Managers makes any representation to any investor in the Class A Notes regarding the
legality of its investment under any applicable law.

The contents of this Offering Circular should not be construed as providing legal, business,
accounting, financial or tax advice. Each prospective investor should consult its own legal, business,
financial, accounting and tax advisers prior to making a decision to invest in the Class A Notes.

TO THE EXTENT NOT INCONSISTENT WITH APPLICABLE SECURITIES LAW, EACH
OFFEREE OF CLASS A1 NOTES (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER
AGENT OF SUCH OFFEREE) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE
TRANSACTION (AS DEFINED IN SECTION 1.6011-4 OF THE TREASURY REGULATIONS)
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO THE TAXPAYER RELATING TO SUCH TAX
TREATMENT AND TAX STRUCTURE.




                                                                                                     11
You should rely only on the information contained in this document. No one has been
authorized to provide you with any other, or different, information. This document may only be
used where it is legal to sell these securities. The information in this document may only be
accurate on the date of this document.

No person has taken or will take any action that would permit a public offer of the Class A Notes
in any country or jurisdiction. The Class A Notes will be offered non-publicly pursuant to
certain exemptions from the Securities Act. The Class A Notes may not be offered or sold,
directly or indirectly, and neither this Offering Circular nor any form of application,
advertisement or other offering material may be issued, distributed or published in any country
or jurisdiction, unless permitted under all applicable laws and regulations. The distribution of
this Offering Circular and the offer or sale of the Class A Notes may be restricted in some
jurisdictions. In particular, there are restrictions on the distribution of this Offering Circular
and the offer and sale of the Class A Notes in the United Kingdom, Australia and in the U.S.
You should inform yourself about and observe any of these restrictions. For a description of
further restrictions on offers and sales of the Class A Notes, see “Plan of Distribution”, “Notice
to Investors-Transfer Restrictions in respect of the Class A1 Notes” and “Notice to Investors-
Transfer Restrictions in respect of the Class A2 Notes” in this Offering Circular.

This Offering Circular does not and is not intended to constitute an offer to sell or a solicitation
of any offer to buy any of the Class A Notes by or on behalf of National Australia Bank Limited,
National Global MBS Manager Pty Ltd or Perpetual Trustee Company Limited in any capacity
in any jurisdiction in which the offer or solicitation is not authorized or in which the person
making the offer or solicitation is not qualified to do so or to any person to whom it is unlawful
to make an offer or solicitation in such jurisdiction.

        CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters contained herein are forward-looking statements within the meaning of section
27A of the Securities Act and section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) the U.S. Private Securities Litigation Reform Act of 1995. Such
statements appear in a number of places in this Offering Circular, including with respect to
assumptions on prepayment and certain other characteristics of the Housing Loans and reflect
significant assumptions and subjective judgements by the Manager that may not prove to be
correct. These statements typically contain words such as “believes,” “estimates,” “expects” or
similar words indicating that the future outcomes are uncertain. Because forward-looking
statements made in this Offering Circular involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause actual results to differ materially
include, but are not limited to, those described herein under “Risk Factors”; the actions of
competitors in the mortgage industry; general economic and business conditions (especially in
Australia); changes in interest rates, unemployment, the rate of inflation, consumer perceptions
of the economy and home values; and compliance with U.S. and Australian federal and state
laws, including consumer protections laws, tort laws, compliance with governmental regulations
and, in relation to the U.S., ERISA, and changes in such laws. Moreover, past financial
performance should not be considered a reliable indicator of future performance and
prospective purchasers of the Class A Notes are cautioned that any such statements are not
guarantees of performance and involve risks and uncertainties, many of which are beyond the
control of the Manager. The Lead Managers have not attempted to verify any such statements,
nor do they make any representations, express or implied, with respect thereto. prospective
purchasers should therefore not place undue reliance on any of these forward-looking
statements. Neither the Manager nor any of the Lead Managers assumes any obligation to
update these forward-looking statements or to update the reasons for such actual results could
differ materially from those anticipated in the forward-looking statements.



                                                                                                12
The Manager expressly disclaims any obligation or undertaking to release any updates or
revisions to any forward looking statement contained herein to reflect any change in its
expectations with regard thereto or any change in events, conditions or circumstances on which
any such statement is based.




                                                                                          13
 NOTICE TO INVESTORS-TRANSFER RESTRICTIONS IN RESPECT OF THE CLASS A1
                               NOTES

Because of the following restrictions on transfer, prospective investors are advised to consult legal
counsel prior to making any resale, pledge or transfer of the Class A1 Notes.

Offers and Sales of the Class A1 Notes

The Class A1 Notes have not been and will not be registered under the Securities Act and may not be
offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons, except as described in
this section and “Plan of Distribution”. The Class A1 Notes may only be offered and sold to (1)
qualified institutional buyers or “QIBs” under Rule 144A of the Securities Act (“Rule 144A”) or (2)
non-U.S. persons in reliance upon Regulation S under the Securities Act (“Regulation S”).

The Class A1 Notes are being offered and sold (1) by the Class A1 Lead Manager (144A) to QIBs
under Rule 144A and (2) by the Class A1 Lead Manager (Reg S) outside of the United States to non-
U.S. persons in reliance on Regulation S.

In addition, until forty (40) days after the commencement of the offering of the Class A1 Notes, an
offer or sale of Class A1 Notes within the U.S. by a dealer that is not participating in the offering may
violate the registration requirements of the Securities Act if such offer or sale is made otherwise than
in accordance with Rule 144A.

Investor Representations and Restrictions on Resale

Each purchaser of Class A1 Notes, by its acceptance thereof, will be deemed to have acknowledged,
represented to, warranted and agreed with the Trustee, the Manager, the Note Trustee and the
applicable Lead Manager as follows:

1)      The purchaser:

        (i)     (A) is a qualified institutional buyer (as defined in Rule 144A) (“QIB”); (B) is aware
                that the sale to it is being made in reliance on Rule 144A; and (C) is acquiring such
                Class A1 Notes for its own account or for the account of a QIB; or

        (ii)    is not a “U.S. person” within the meaning of Rule 902(k) of Regulation S under the
                Securities Act and is purchasing such Class A1 Notes in an offshore transaction
                complying with Rule 903 and Rule 904 of Regulation S under the Securities Act.

2)      The purchaser understands that the Class A1 Notes are being offered for resale in a transaction
        not involving any public offering in the U.S. within the meaning of the Securities Act. The
        Class A1 Notes have not been registered under the Securities Act or any U.S. securities laws
        and they are being offered for resale in transactions not requiring registration under the
        Securities Act. After the initial resale of the Class A1 Notes by a Lead Manager, the Class A1
        Notes may not be reoffered, resold, pledged or otherwise transferred except:

        (i)     in the U.S., to a person whom the purchaser reasonably believes is a QIB in a
                transaction meeting the requirements of Rule 144A;

        (ii)    in an offshore transaction complying with Rule 903 and Rule 904 of Regulation S;

        (iii)   pursuant to an exemption from registration under the Securities Act provided by Rule
                144 (if available); or

        (iv)    pursuant to an effective registration statement under the Securities Act;



                                                                                                     14
     and, in each case, in accordance with the requirements of the Note Trust Deed and all
     applicable U.S. state securities laws. The purchaser will, and each subsequent holder is
     required to, notify any subsequent purchaser from it of the resale restrictions set forth in the
     preceding sentence. No representation is being made as to the availability of the exemption
     provided by Rule 144 for resales of the Class A1 Notes.

3)   It is not an “affiliate” (as defined in Rule 144) of the Trustee, the Manager or the Note
     Trustee, it is not acting on their behalf and it either:

     (i)     is a QIB and is aware that any sale of Class A1 Notes to it will be made in reliance on
             Rule 144A;

     (ii)    has acquired such Class A1 Note in a transaction in compliance with Rule 144 or
             pursuant to an effective registration statement under the Securities Act; or

     (iii)   has acquired such Class A1 Note in an offshore transaction in compliance with
             Regulation S.

     Such acquisition will be for its own account or for the account of another person to whom the
     previous sentence applies.

4)   The purchaser understands that this Offering Circular is not a “Prospectus” for the purposes of
     Part 6D.2 of the Corporations Act or a “Product Disclosure Statement” for the purposes of
     Chapter 7 of the Corporations Act and is not required to be lodged with the Australian
     Securities and Investments Commission under the Corporations Act.

5)   It is not an “associate” (as defined in Section 128F(9) of the Income Tax Assessment Act of
     1936 of Australia) of the Trustee.

6)   It is not an “retail client” for the purposes of Chapter 7 of the Corporations Act.

7)   It is relying on the information contained in this Offering Circular in making its investment
     decision with respect to the Class A1 Notes. It acknowledges that no representation or
     warranty is made by either Lead Manager as to the accuracy or completeness of such
     materials. It further acknowledges that none of the Trustee, the Manager, the Trust
     Administrator, the Seller, the Servicer, the Note Trustee, the Security Trustee or either Lead
     Manager or any person representing them or either Lead Manager has made any representation
     to it with respect to the Trustee, the Manager, the Trust Administrator or the Note Trustee or
     the offering or sale of any Class A1 Notes other than the information contained in this
     Offering Circular. It has had access to such financial and other information concerning the
     Trustee, the Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security
     Trustee, the Basis Swap Provider, the Currency Swap Provider, the Fixed Rate Swap Provider,
     the Note Trustee, the Trust, the Series and the Class A1 Notes as it has deemed necessary in
     connection with its decision to purchase any of the Class A1 Notes, including an opportunity
     to ask questions of and request information from the Trustee, the Manager, the Note Trustee
     and a Lead Manager.

8)   The purchaser understands that, unless registered under the Securities Act (except with respect
     to ERISA as defined below) representations will appear on all Class A1 Notes as follows:

     (i)     each book-entry and Definitive Note will bear a legend in substantially the following
             form:

             “THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER
             THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE



                                                                                                 15
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES
PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE
HOLDER:

•    REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
     BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
     (A “QIB”); OR (B) IT IS A NON-U.S. PERSON THAT HAS ACQUIRED
     THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
     WITH REGULATION S UNDER THE SECURITIES ACT;

•    AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER
     THIS NOTE EXCEPT (A) TO A PERSON WHOM THE SELLER
     REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
     ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
     SECURITIES ACT; (B) IN AN OFFSHORE TRANSACTION MEETING
     THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT;
     (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144 UNDER THE SECURITIES ACT; OR (D) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
     ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE
     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
     STATES OR ANY OTHER APPLICABLE JURISDICTION;

•    SHALL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER
     (A) IT IS NOT ACQUIRING THE NOTES WITH THE ASSETS OF AN
     “EMPLOYEE BENEFIT PLAN” AS DEFINED IN AND SUBJECT TO
     TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
     OF 1974, AS AMENDED (“ERISA”); A “PLAN” AS DEFINED IN AND
     SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
     1986, AS AMENDED (THE “CODE”); AN ENTITY DEEMED TO HOLD
     “PLAN ASSETS” OF THE FOREGOING UNDER 29 C.F.R. SECTION
     2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA; OR ANY
     FOREIGN OR GOVERNMENTAL PLAN SUBJECT TO ANY LAW
     SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975
     OF THE CODE, OR (B) ITS PURCHASE AND HOLDING OF THE
     NOTES WILL NOT RESULT IN A NONEXEMPT PROHIBITED
     TRANSACTION UNDER OR VIOLATION OF ERISA, SECTION 4975 OF
     THE CODE OR ANY OTHER SUBSTANTIALLY SIMILAR
     APPLICABLE LAW; AND

•    AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM
     THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION” AND “UNITED
STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
REGULATION S UNDER THE SECURITIES ACT. THE NOTE TRUST DEED
UNDER WHICH THIS NOTE WAS ISSUED CONTAINS A PROVISION
REQUIRING THE NOTE REGISTRAR TO REFUSE TO REGISTER ANY
TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.”



                                                             16
(ii)    each Book-Entry Note will bear a legend in substantially the following form:

        “UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
        REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
        CORPORATION (“DTC”), TO DEUTSCHE BANK TRUST COMPANY
        AMERICAS OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN
        THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
        MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
        AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
        OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
        PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
        HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii)   each Regulation S Book-Entry Note will bear a legend in substantially the following
        form:

        “THIS REGULATION S US$ GLOBAL NOTE IS A GLOBAL NOTE WHICH IS
        EXCHANGEABLE FOR INTERESTS IN OTHER GLOBAL NOTES AND
        DEFINITIVE NOTES SUBJECT TO THE TERMS AND CONDITIONS SET
        FORTH HEREIN AND IN THE NOTE TRUST DEED (AS DEFINED HEREIN).”

Each purchaser of Class A1 Notes will be responsible for providing additional information or
certifications, as may be required by the Note Trust Deed or reasonably requested by the Note
Trustee, the Manager, the Trust Administrator, the Trustee, the Security Trustee or the
applicable Lead Manager, to support the truth and accuracy of the foregoing
acknowledgments, representations and agreements.

Each purchaser of Class A1 Notes must comply with all applicable laws and regulations in
force in any jurisdiction in which it purchases, offers or sells Class A1 Notes or possesses or
distributes this Offering Circular or any part of it and must obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of Class A1 Notes under the laws
and regulations in force in any jurisdiction to which it is subject or in which it makes such
purchases, offers or sales and none of the Note Trustee, the Manager, the Trust Administrator,
the Trustee, the Lead Managers nor any of their affiliates shall have any responsibility
therefor. Each purchaser of Class A1 Notes should inform itself about and observe any
restrictions which apply in respect of any jurisdiction in which it purchases, offers or sells
Class A1 Notes or possesses or distributes this Offering Circular or any part of it. For a
description of further restrictions on offers and sales of the Class A1 Notes, see “Plan of
Distribution” in this Offering Circular.




                                                                                            17
 NOTICE TO INVESTORS-TRANSFER RESTRICTIONS IN RESPECT OF THE CLASS A2
                               NOTES

Because of the following restrictions on transfer, prospective investors are advised to consult legal
counsel prior to making any resale, pledge or transfer of the Class A2 Notes.

Offers and Sales of the Class A2 Notes

The Class A2 Notes have not been and will not be registered under the Securities Act and may not be
offered or sold except to non-U.S. persons in reliance upon Regulation S under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities Act. The Class A2
Notes are being offered for sale only outside the United States in accordance with Regulation S under
the Securities Act.

Investor Representations and Restrictions on Resale

Each purchaser of Class A2 Notes, by its acceptance thereof, will be deemed to have acknowledged,
represented to, warranted and agreed with the Trustee, the Manager and the applicable Lead Manager
as follows:

1)      The purchaser is not a “U.S. person” within the meaning of Rule 902(k) of Regulation S under
        the Securities Act (“U.S. person”) and is purchasing such Class A2 Notes in an offshore
        transaction complying with Rule 903 and Rule 904 of Regulation S under the Securities Act.

2)      The purchaser understands that the Class A2 Notes have not been registered under the
        Securities Act or any U.S. securities laws. It acknowledges that an interest in the Class A2
        Notes may not be offered, sold, delivered or transferred within the United States of America,
        its territories or possessions or to, or for the account or benefit of, a U.S. person at any time
        except pursuant to an exemption from the registration requirements of the Securities Act.

3)      The purchaser understands that this Offering Circular is not a “Prospectus” for the purposes of
        Part 6D.2 of the Corporations Act or a “Product Disclosure Statement” for the purposes of
        Chapter 7 of the Corporations Act and is not required to be lodged with the Australian
        Securities and Investments Commission under the Corporations Act.

4)      It is not an “associate” (as defined in Section 128F(9) of the Income Tax Assessment Act of
        1936 of Australia) of the Trustee.

5)      It is not an “retail client” for the purposes of Chapter 7 of the Corporations Act.

6)      It is relying on the information contained in this Offering Circular in making its investment
        decision with respect to the Class A2 Notes. It acknowledges that no representation or
        warranty is made by either Lead Manager as to the accuracy or completeness of such
        materials. It further acknowledges that none of the Trustee, the Manager, the Trust
        Administrator, the Seller, the Servicer, the Note Trustee, the Security Trustee or either Lead
        Manager or any person representing them or either Lead Manager has made any representation
        to it with respect to the Trustee, the Manager, the Trust Administrator or the Note Trustee or
        the offering or sale of any Class A2 Notes other than the information contained in this
        Offering Circular. It has had access to such financial and other information concerning the
        Trustee, the Manager, the Seller, the Servicer, the Liquidity Facility Provider, the Security
        Trustee, the Basis Swap Provider, the Currency Swap Provider, the Fixed Rate Swap Provider,
        the Note Trustee, the Trust, the Series and the Class A2 Notes as it has deemed necessary in
        connection with its decision to purchase any of the Class A2 Notes, including an opportunity
        to ask questions of and request information from the Trustee, the Manager, the Note Trustee
        and a Lead Manager.



                                                                                                     18
        Each purchaser of Class A2 Notes will be responsible for providing additional information or
        certifications, as may be reasonably requested by the Manager, the Trust Administrator, the
        Trustee, the Security Trustee or the Class A2 Lead Manager, to support the truth and accuracy
        of the foregoing acknowledgments, representations and agreements.

Each purchaser of Class A2 Notes must comply with all applicable laws and regulations in force in
any jurisdiction in which it purchases, offers or sells Class A2 Notes or possesses or distributes this
Offering Circular or any part of it and must obtain any consent, approval or permission required by it
for the purchase, offer or sale by it of Class A2 Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes such purchases, offers or sales and none of the
Note Trustee, the Manager, the Trust Administrator, the Trustee, the Class A2 Lead Manager nor any
of their affiliates shall have any responsibility therefor. Each purchaser of Class A2 Notes should
inform itself about and observe any restrictions which apply in respect of any jurisdiction in which it
purchases, offers or sells Class A2 Notes or possesses or distributes this Offering Circular or any part
of it. For a description of further restrictions on offers and sales of the Class A2 Notes, see “Plan of
Distribution” and “Notice to Investors-Transfer Restrictions in respect of the Class A2 Notes” in this
Offering Circular.




                                                                                                    19
                                                      TABLE OF CONTENTS



AUSTRALIAN DISCLAIMERS ............................................................................................ 2

NOTICE TO INVESTORS IN AUSTRALIA ....................................................................... 4

NOTICE TO NEW HAMPSHIRE RESIDENTS ................................................................. 4

IMPORTANT NOTICE .......................................................................................................... 6

OFFEREE ACKNOWLEDGEMENTS............................................................................... 10

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS......... 12

NOTICE TO INVESTORS-TRANSFER RESTRICTIONS IN RESPECT OF THE
CLASS A1 NOTES................................................................................................................. 14
Offers and Sales of the Class A1 Notes ......................................................................................... 14
Investor Representations and Restrictions on Resale..................................................................... 14

NOTICE TO INVESTORS-TRANSFER RESTRICTIONS IN RESPECT OF THE
CLASS A2 NOTES................................................................................................................. 18
Offers and Sales of the Class A2 Notes ......................................................................................... 18
Investor Representations and Restrictions on Resale..................................................................... 18

Summary ................................................................................................................................. 24
Parties to the Transaction ............................................................................................................... 24
Structural Diagram ......................................................................................................................... 26
Summary of the Notes.................................................................................................................... 27
Structural Overview ....................................................................................................................... 29
Transaction Fees............................................................................................................................. 46

Article 122a of the Capital Requirements Directive ........................................................... 48

Risk Factors ............................................................................................................................ 49

Capitalized Terms .................................................................................................................. 70

US Dollar Presentation .......................................................................................................... 70

Description of the Trustees.................................................................................................... 70
The Trustee..................................................................................................................................... 70
Note Trustee ................................................................................................................................... 72

Description of National Australia Bank Limited, the Manager and the Trust
Administrator ......................................................................................................................... 73
National Australia Bank Limited ................................................................................................... 73


                                                                                                                                             20
The Manager and Trust Administrator........................................................................................... 73

The Agents .............................................................................................................................. 74

Description of the Trust......................................................................................................... 74
National Australia Bank Limited Securitisation Trust Programme ............................................... 74
National RMBS Trust 2011-2 ........................................................................................................ 74

Description of the Series Assets of the Series....................................................................... 75
Series Assets of the Series.............................................................................................................. 76
The Purchased Housing Loans ....................................................................................................... 76
Transfer and Assignment of the Purchased Housing Loans........................................................... 76
Representations, Warranties and Eligibility Criteria...................................................................... 76
Breach of Representations and Warranties .................................................................................... 78
Other Features of the Purchased Housing Loans ........................................................................... 78
Details of the Purchased Housing Loan Pool ................................................................................. 79

National Australia Bank Limited Residential Loan Program ........................................... 83
Origination of the Housing Loans .................................................................................................. 83
Underwriting Process ..................................................................................................................... 83
Credit and Lending Procedures ...................................................................................................... 85
Features and Options; Loan Types ................................................................................................. 87
Redraw Housing Loans .................................................................................................................. 88

The Mortgage Insurance Policies.......................................................................................... 89
General ........................................................................................................................................... 89
Primary Mortgage Insurance .......................................................................................................... 89

Description of the Class A Notes ........................................................................................... 92
General ........................................................................................................................................... 92
Class A1 Notes ............................................................................................................................... 92
Class A2 Notes ............................................................................................................................... 96
Key Dates and Periods ................................................................................................................... 97
Cashflow Allocation Methodology ................................................................................................ 98
Interest on the Class A Notes ....................................................................................................... 110
The Interest Rate Swaps and Currency Swap .............................................................................. 114
Withholding or Tax Deductions ................................................................................................... 118
Final Redemption of the Class A Notes ....................................................................................... 118
Call Option ................................................................................................................................... 118
Redemption of the Notes for Taxation or Other Reasons ............................................................ 119



                                                                                                                                                21
Termination of the Trust............................................................................................................... 119
Prescription................................................................................................................................... 120
Voting and Consent of Noteholders ............................................................................................. 121

Description of the Transaction Documents........................................................................ 121
Master Trust Deed........................................................................................................................ 121
Note Trust Deed ........................................................................................................................... 126
Agency Agreement....................................................................................................................... 128
Deed of Charge and Master Security Trust Deed......................................................................... 130
Master Servicing Deed ................................................................................................................. 137
Management Deed........................................................................................................................ 140
Trust Administration Deed........................................................................................................... 141
Liquidity Facility.......................................................................................................................... 143

Prepayment and Yield Considerations............................................................................... 147
General ......................................................................................................................................... 147
Prepayments ................................................................................................................................. 148
Weighted Average Lives .............................................................................................................. 149

Use of Proceeds ..................................................................................................................... 154

Legal Aspects of the Housing Loans................................................................................... 154
General ......................................................................................................................................... 154
Nature of Housing Loans as Security........................................................................................... 154
Enforcement of Registered Mortgages......................................................................................... 156
Penalties and Prohibited Fees....................................................................................................... 157
Bankruptcy ................................................................................................................................... 157
Environmental .............................................................................................................................. 158
Insolvency Considerations ........................................................................................................... 158
Tax Treatment of Interest on Australian Housing Loans ............................................................. 159
Consumer Credit Legislation........................................................................................................ 159
United States Federal Income Tax Matters .................................................................................. 160
Australian Tax Matters................................................................................................................. 166

Enforcement of Foreign Judgments in Australia .............................................................. 170

Exchange Controls and Limitations ................................................................................... 171

ERISA Considerations......................................................................................................... 171

Legal Investment Considerations ....................................................................................... 173



                                                                                                                                               22
Available Information.......................................................................................................... 174

Ratings of the Class A Notes................................................................................................ 174

Plan of Distribution - Class A Notes ................................................................................... 174
Class A1 Notes ............................................................................................................................. 174
Placement - Class A2 Notes ......................................................................................................... 176
Offering Restrictions .................................................................................................................... 176

General Information ............................................................................................................ 181
Authorization................................................................................................................................ 181
Litigation ...................................................................................................................................... 181
DTC, Euroclear and Clearstream, Luxembourg........................................................................... 181

Announcement...................................................................................................................... 182

Legal Matters........................................................................................................................ 182

GLOSSARY.......................................................................................................................... 183

DIRECTORY ....................................................................................................................... 215




                                                                                                                                               23
                                            Summary

This summary highlights selected information from this document and does not contain all of the
information that you need to consider in making your investment decision. This summary
contains an overview of some of the concepts and other information to aid your understanding.
All of the information contained in this summary is qualified by the more detailed explanations in
other parts of this Offering Circular.

The Class A1 Notes and the Class A2 Notes are offered pursuant to this Offering Circular. The
Class B Notes, Class C Notes and Class A1-R Notes are not being offered by this Offering
Circular and are described in this Offering Circular solely for the information of investors in the
Class A Notes.

Parties to the Transaction

       Trust:                           National RMBS Trust 2011-2 in respect of Series 2011-2

       Trustee:                         Perpetual Trustee Company Limited (ABN 42 000 001 007)
                                        in its capacity as trustee of the National RMBS Trust 2011-2
                                        in respect of Series 2011-2

       Manager:                         National Global MBS Manager Pty Ltd (ABN 36 102 668
                                        226)

       Trust Administrator:             National Global MBS Manager Pty Ltd (ABN 36 102 668
                                        226)

       Note Trustee:                    Deutsche Bank Trust Company Americas

       Security Trustee:                P.T. Limited (ABN 67 004 454 666) in its capacity as trustee
                                        of the National RMBS Trust 2011-2 Security Trust

       Seller:                          National Australia Bank Limited (ABN 12 004 044 937)

       Servicer:                        National Australia Bank Limited (ABN 12 004 044 937)

       Principal Paying Agent:          Deutsche Bank Trust Company Americas

       Class A1 Calculation Agent:      Deutsche Bank Trust Company Americas

       A$ Note Calculation Agent:       National Global MBS Manager Pty Ltd (ABN 36 102 668
                                        226)

       Class A1 Note Registrar:         Deutsche Bank Trust Company Americas

       A$ Note Registrar:               Perpetual Trustee Company Limited (ABN 42 000 001 007)
                                        in its capacity as trustee of the National RMBS Trust 2011-2
                                        in respect of Series 2011-2

       Class A1 Lead Manager            nabSecurities, LLC
       (144A):
       Class A1 Lead Manager            National Australia Bank Limited (ABN 12 004 044 937)
       (Reg S):
       Class A2 Lead Manager:           National Australia Bank Limited (ABN 12 004 044 937)



                                                                                                 24
Mortgage Insurers:             Genworth Financial Mortgage Insurance Pty Ltd (ABN 60
                               106 974 305)

                               QBE Lender’s Mortgage Insurance Limited (ABN 70 000 511
                               071)

Liquidity Facility Provider:   National Australia Bank Limited (ABN 12 004 044 937)

Fixed Rate Swap Provider:      National Australia Bank Limited (ABN 12 004 044 937)

Basis Swap Provider:           National Australia Bank Limited (ABN 12 004 044 937)

Currency Swap Provider:        National Australia Bank Limited (ABN 12 004 044 937)

Rating Agencies:               Fitch Australia Pty Limited (“Fitch”).

                               Standard & Poor’s (Australia) Pty Limited (“S&P”)

                               The expected ratings presented are those of S&P and Fitch,
                               which the Manager hired to rate the Class A Notes. One or
                               more other NRSROs that were not hired by the Manager may
                               use information they receive pursuant to Rule 17g-5 under the
                               Exchange Act, to rate or provide market reports and/or
                               published commentary related to the Class A Notes. See
                               “Risk Factors-Risks Related to the Offered Certificates-
                               Ratings of the Certificates Have Substantial Limitations” and
                               “Ratings” in this Offering Circular. There are no assurances
                               as to what ratings a non-hired NRSRO would assign.

                               S&P and Fitch each uses an “sf” designation to identify
                               structured finance ratings.




                                                                                      25
  Structural Diagram


                                         SELLER
                                     National Australia
                                      Bank Limited


                                                                            First ranking charge over
    MANAGER                                                                  the assets of the series        SECURITY
                                                                                                             TRUSTEE
National Global MBS    Payments from the          Equitable assignment of
  Manager Pty Ltd        housing loans                 housing loans                                         P.T. Limited




                                         TRUSTEE
    SERVICER                 Perpetual Trustee Company Limited                                              MORTGAGE
                                                                                                            INSURERS
 National Australia
  Bank Limited                                                                                           Genworth Financial
                           National RMBS Trust 2011-2 in respect                                         Mortgage Insurance
                                     of Series 2011-2                                                   Pty Ltd, QBE Lender’s
                                                                                                         Mortgage Insurance
                                                                                                                  Ltd

    TRUST
 ADMINSTRATOR
                        Payments on the
National Global MBS     Class A1 Notes                                                                    PARTICIPATION
  Manager Pty Ltd                                                                                          UNITHOLDER
                                                                                                          National Australia
                                                                                                            Bank Limited
                                     CURRENCY SWAP
                                        PROVIDER
FIXED RATE SWAP                       National Australia
PROVIDER & BASIS                       Bank Limited
 SWAP PROVIDER

 National Australia                                                                                        Class A1-R Notes
  Bank Limited                                                                                              Class A2 Notes
                                    PRINCIPAL PAYING                                                        Class B Notes
                                          AGENT                                                             Class C Notes
                                     Deutsche Bank Trust
                                     Company Americas
    LIQUIDITY
    FACILITY
    PROVIDER

 National Australia               CLEARING SYSTEMS
  Bank Limited                     The Depository Trust
                               Company/Euroclear/Clearstream,
                                       Luxembourg




                                          Class A1 Notes                                         NOTE TRUSTEE
                                                                                                Deutsche Bank Trust
                                                                                                Company Americas




                                                                                                              26
Summary of the Notes

In addition to the Class A Notes, the Trustee will also issue Class B Notes and Class C Notes, and may
(in certain circumstances if directed to do so by the Manager) issue Class A1-R Notes, collateralized
by the same pool of Purchased Housing Loans. The Class B Notes, Class C Notes and Class A1-R
Notes are not being offered by this Offering Circular and are described in this Offering Circular solely
for the information of investors in the Class A Notes.

When used in this Offering Circular, the term “Class A Notes” will mean the Class A1 Notes and the
Class A2 Notes collectively, “Class A Noteholders” will mean the holders of the Class A Notes,
“Class A1 Noteholders” will mean the holders of the Class A1 Notes, “Class A2 Noteholders” will
mean the holders of the Class A2 Notes, “Notes” will mean the Class A1 Notes, the Class A2 Notes,
the Class B Notes, the Class C Notes and the Class A1-R Notes (if issued) collectively and
“Noteholders” will mean the holders of the Notes.

                                               NOTES

                     Class A1 Notes       Class A2 Notes       Class B Notes*        Class C Notes*
Denomination         US$                  A$                   A$                    A$

Aggregate Initial    US$401,000,000       A$1,005,000,000      A$75,000,000          A$30,000,000
Invested Amount

Issue price          100%                 100%                 100%                  100%

Interest             Quarterly            Monthly              Monthly               Monthly
frequency

Interest Payment     The 20th day of      The 20th day of      The 20th day of       The 20th day of
Dates                each of March,       each calendar        each calendar         each calendar
                     June, September      month provided       month provided        month provided
                     and December         that the first       that the first        that the first
                     provided that the    Payment Date         Payment Date          Payment Date
                     first Quarterly      occurs in            occurs in             occurs in
                     Payment Date         November 2011        November 2011         November 2011
                     occurs in
                     December 2011
Interest Rate        USD LIBOR (3         Bank Bill Rate (1    Bank Bill Rate (1     Bank Bill Rate (1
                     month) + Note        month) + Note        month) + Note         month) + Note
                     Margin + (from       Margin + (from       Margin                Margin
                     the Class A1         the first Call
                     Note Scheduled       Option Date)
                     Maturity Date)       Note step-up
                     Note step-up         margin
                     margin
Note Margin          1.15%                1.20%                As determined by      As determined by
                                                               the Manager           the Manager
                                                               prior to the          prior to the
                                                               Closing Date          Closing Date
Note step-up         0.50%                0.25%                Not applicable        Not applicable
margin



                                                                                                    27
Day count           Actual/360           Actual/365           Actual/365           Actual/365
Anticipated
ratings
- S&P               AAA(sf)              AAA(sf)              BBB(sf)              Not rated

-   Fitch           AAAsf                AAAsf                Asf                  Not rated

Final Maturity      December 2042        December 2042        December 2042        December 2042
Date

Class A1 Note       September 2013       Not applicable       Not applicable       Not applicable
Scheduled
Maturity Date
Governing law       New South            New South            New South            New South
                    Wales                Wales                Wales                Wales

Listing             Australian           Australian           Not listed           Not listed
                    Securities           Securities
                    Exchange             Exchange

Clearance           DTC/Euroclear/       Austraclear          Austraclear          Austraclear
                    Clearstream,
                    Luxembourg


The expected ratings presented are those of S&P and Fitch, which the Manager hired to rate the Class
A Notes. One or more other NRSROs that were not hired by the Manager may use information they
receive pursuant to Rule 17g-5 under the Exchange Act, to rate or provide market reports and/or
published commentary related to the Class A1 Notes. See “Risk Factors-Risks Related to the Offered
Certificates-Ratings of the Certificates Have Substantial Limitations” and “Ratings” in this Offering
Circular. There are no assurances as to what ratings a non-hired NRSRO would assign. S&P and Fitch
each uses an “sf” designation to identify structured finance ratings.

The Trustee may also, in certain circumstances and at the direction of the Manager, issue Class A1-R
Notes.

*The Class B Notes and the Class C Notes are not offered pursuant to this Offering Circular.




                                                                                                 28
Structural Overview
                                                   The Trustee will grant a first ranking fixed and
Overview                                           floating charge over all of the Series Assets of
                                                   the Series under the Deed of Charge in favor of
A master trust deed dated 18 October 2010          P.T. Limited, as security trustee, to secure the
between the Trustee and others (“Master            Trustee’s payment obligations to the
Trust Deed”) provides the general terms and        Noteholders and its other creditors. A first
structure for securitisations under the National   ranking floating charge is a first priority
RMBS Trust Programme. An issue supplement          security interest over a class of assets, but does
between the Trustee, Manager, Trust                not attach to specific assets unless or until it
Administrator, Servicer and Seller will set out    crystallizes, which means it becomes a fixed
the specific details of the National RMBS          charge. The charge will crystallize if, among
Trust 2011-2 in respect of Series 2011-2 and       other events, an Event of Default occurs.
the Notes. Each securitisation under the           While the charge is a floating charge in respect
program is a separate transaction with a           of certain of the Series Assets of the Series
separate trust. The Master Trust Deed also         (such as the Purchased Housing Loans), the
establishes a framework under which a              Trustee may dispose of or create interests in
“series” may be created in respect of any          such assets in accordance with the Transaction
trust established under the program. Under         Documents or in the ordinary course of its
that framework, the assets and liabilities of a    business. Once the floating charge crystallizes
trust may be allocated between separate            and the charge coverts to a fixed charge over
“series”. Broadly, a series will comprise the      all of the Series Assets of the Series, the
assets allocated to it by the trustee of the       Trustee will no longer be able to dispose of or
relevant trust and the liabilities incurred by     create interests in any of the Series Assets of
the trustee in respect of that series (including   the Series without the consent of the Security
liabilities under the relevant notes). Series      Trustee unless otherwise contemplated by the
                                                   Transaction Documents.
2011-2 will be the only series created by the
Trustee in respect of the Trust. The assets of
                                                   Payments of interest and principal on the Notes
the National RMBS Trust 2011-2 in respect of
                                                   will come only from the Purchased Housing
Series 2011-2 will not be available to pay the
                                                   Loans and other Series Assets of the Series.
obligations of any other series or any other
                                                   The assets of the parties to the transaction are
trust, and the assets of other series and other
                                                   not available to meet the payments of interest
trusts will not be available to pay the
                                                   and principal on the Notes. If there are losses
obligations of the National RMBS Trust 2011-
                                                   on the Purchased Housing Loans, the Trustee
2 in respect of Series 2011-2. See “Description
                                                   may not have sufficient assets to repay the
of the Trust”.
                                                   Notes.
The National RMBS Trust 2011-2 involves the
                                                   Credit Enhancements
securitisation of housing loans originated by
National Australia Bank Limited (“NAB”) or
                                                   Payments of interest and principal on the Class
its predecessors and secured by mortgages over
                                                   A Notes will be supported by the following
residential property located in Australia.
                                                   forms of credit enhancement:
The housing loans have been originated by
                                                   Subordination and Allocation of Losses
NAB in its own name and under certain
business names. References herein to NAB as
                                                   The Class B Notes and Class C Notes will
an originator include those housing loans
                                                   always be subordinated to the Class A Notes in
originated by NAB in its own name and under
                                                   their right to receive interest payments and
certain business names. NAB will equitably
                                                   (unless the Subordination Conditions are
assign the Purchased Housing Loans to the
                                                   satisfied) principal payments.
Trust, which will in turn issue the Class A
Notes, Class B Notes and Class C Notes to
                                                   The Class B Notes and Class C Notes will bear
fund the acquisition of the Purchased Housing
                                                   all losses on the Purchased Housing Loans
Loans.
                                                   before the Class A Notes. Any losses allocated


                                                                                                 29
to the Class A Notes will be allocated pro rata     policies are subject to some exclusions from
between the Class A1 Notes, the Class A2            coverage and rights of termination which are
Notes and the Class A1-R Notes (if any). The        described in “The Mortgage Insurance
support provided by the Class B Notes and the       Policies”.
Class C Notes is intended to enhance the
likelihood that the Class A Notes will receive      No pool mortgage insurance policy will be
expected monthly or quarterly (as applicable)       issued and available to insure losses in respect
payments of interest and principal.        The      of the Purchased Housing Loans.
following table describes the initial support
provided by the Class B Notes and Class C           Premiums under the mortgage insurance
Notes:                                              policies issued by Genworth Financial
                                                    Mortgage Insurance Pty Ltd have been paid by
                                                    the underlying debtors and have not been paid
Classes        Credit Support    Initial Support    by the Trust. Premiums under the mortgage
               is provided by    Percentage         insurance policies issued by QBE Lender’s
                                                    Mortgage Insurance Limited have been paid by
                                                    either the underlying debtors or by NAB and
                                                    have not been paid by the Trust.
Class A1       Class B and       7%
Class A2       Class C                              Excess Interest Collections

                                                    Any interest collections on the Purchased
The initial support percentage in the preceding     Housing Loans remaining after payments of
table is the aggregate initial invested amount of   interest on the Class A Notes and the Class B
the Class B Notes and Class C Notes, as a           Notes and the Series expenses will be available
percentage of the Purchased Housing Loan            to cover any losses on the Purchased Housing
pool balance as of the Cut-Off Date.                Loans that are not covered by the mortgage
                                                    insurance policies.
No principal payments will be made on the
Class A1 Notes prior to the Class A1 Note           Liquidity Enhancement
Scheduled Maturity Date
                                                    To cover possible shortfalls in respect of the
No payments of principal will be made in            payment obligations of the Trustee in respect
respect of the Class A1 Notes prior to the Class    of the Series, the Trustee will have liquidity
A1 Note         Scheduled Maturity Date.            enhancement in the form of principal draws
Accordingly, prior to the Class A1 Note             and liquidity draws.
Scheduled Maturity Date, payments of
principal in respect of the Class A2 Notes will     Principal Draws
be paid prior to any payments of principal on
the Class A1 Notes.                                 The Manager must direct the Trustee to
                                                    allocate Principal Collections on the Purchased
Mortgage Insurance Policies                         Housing Loans to cover any payment shortfalls
                                                    in the payment obligations of the Trustee in
Mortgage insurance policies issued by, or           respect of interest and the expenses of the
transferred to, Genworth Financial Mortgage         Series on a Payment Date.
Insurance Pty Ltd and QBE Lender’s Mortgage
Insurance Limited together will provide             Liquidity Draws
coverage for the balance outstanding on
approximately 15.43% of the Purchased               The Manager must direct the Trustee to make a
Housing Loans (by loan balance as of the Cut-       Liquidity Drawing if there is a Liquidity
Off Date), which are those Purchased Housing        Shortfall on a Payment Date.
Loans that have a loan-to-value ratio at the
date of origination of (i) 80% or more or (ii)
70% or more with respect to certain inner city
investment properties. The mortgage insurance


                                                                                                30
Redraws                                                     includes the Trustee’s payments under
                                                            the Currency Swap; and
If permitted under the terms of a Purchased
Housing Loan, a borrower may, at the                •       the Currency Swap to hedge the
discretion of NAB, redraw previously prepaid                currency risk between, on one hand, a
principal. A borrower may redraw an amount                  portion of the collections on the
equal to the difference between the scheduled               Purchased Housing Loans and the
principal balance of his or her Purchased                   amounts received by the Trustee under
Housing Loan and the current principal                      the Basis Swap and the Fixed Rate
balance of the Purchased Housing Loan. See                  Swap, which are denominated in
“National Australia Bank Limited Residential                Australian Dollars, and on the other
Loan Program-Redraw Housing Loans”. The                     hand the obligation of the Trustee to
Trustee may fund redraws advanced to                        pay interest and, after the Class A1
borrowers either from available Principal                   Note Scheduled Maturity Date,
Collections or from moneys lent by NAB. See                 principal on the Class A1 Notes,
“Description of the Notes-Cashflow Allocation               which are denominated in US Dollars,
Methodology”.                                               together with the basis risk between,
                                                            on the one hand, amounts received by
Amounts lent by NAB in respect of Redraws                   the Trustee, in respect of interest,
will be repaid by the Trustee from Principal                calculated under the Fixed Rate Swap
Collections on the next Payment Date. Thus,                 and the Basis Swap by reference to the
the Trustee will have less funds available to               one month Bank Bill Rate and, on the
pay, or allocate to, principal to the Noteholders           other hand, amounts in respect of
on that Payment Date but will have a                        interests calculated under the Class A1
corresponding greater amount of assets with                 Notes by reference to three month
which to make future payments. The amount                   USD LIBOR.
that may be advanced to a borrower by way of
a redraw in respect of a particular Purchased       Optional Redemption
Housing Loan from time to time is limited to
approximately the amount of principal that has      The Trustee will, if the Manager directs it to do
been prepaid on that Purchased Housing Loan         so, redeem all of the Notes, on any Payment
at that time.                                       Date on or after the later of (i) the Payment
                                                    Date immediately following the Payment Date
Hedging Arrangements                                on which the Class A1 Notes have been repaid
                                                    in full and (ii) the date on which the total
To hedge its interest rate and currency             outstanding principal balance of the Purchased
exposures, the Trustee will enter into the          Housing Loans is equal to or less than 10% of
following hedge arrangements:                       the total initial outstanding principal balance of
                                                    the Purchased Housing Loans.
•       a Basis Swap to hedge the basis risk
        between the interest rate on the            If the Trustee redeems the Notes, the
        Purchased Housing Loans which are           Noteholders will receive a payment equal to
        subject to a discretionary variable-rate    the total initial Invested Amount of the Notes
        of interest and the floating rate           as reduced by principal payments, or, if
        obligations of the Trustee in respect of    Noteholders so agree by way of extraordinary
        the Series, which includes the              resolution, the total initial Invested Amount of
        Trustee’s    payments      under     the    the Notes, as reduced by principal payments
        Currency Swap;                              and losses allocated against the Notes, in each
                                                    case together with accrued interest to, but
•       a Fixed Rate Swap to hedge the basis        excluding, the date of redemption.
        risk between the interest rate on the
        Purchased Housing Loans which are
        subject to a fixed-rate of interest and
        the floating rate obligations of the
        Trustee in respect of the Series, which


                                                                                                  31
The Purchased Housing Loan Pool

The Purchased Housing Loan pool will consist of fixed-rate and variable-rate residential housing loans
secured by mortgages on owner-occupied and non-owner-occupied one-to-four family residential
properties. The Purchased Housing Loans will have original terms to stated maturity of no more than
thirty (30) years. NAB expects the pool of Purchased Housing Loans to have characteristics similar to
the following:

                              Selected Housing Loan Pool Data as of
                              Close of Business on 20 September 2011


Total Pool Size                                                                  A$1,499,965,205.83

Number of Loans                                                                                 5,378

Average Housing Loan Balance                                                           A$278,907.62

Total Valuation of the Properties                                                A$3,062,484.487.00

Maximum Housing Loan Balance                                                           A$989,211.00

Minimum Housing Loan Balance                                                           A$100,018.00

Weighted Average Original Term (months)                                                           350

Minimum Original Term (months)                                                                     96

Maximum Original Term (months)                                                                    360

Weighted Average Remaining Term to Maturity (months)                                              329

Minimum Remaining Term to Maturity (months)                                                        74

Maximum Remaining Term to Maturity (months)                                                       354

Weighted Average Seasoning (months)                                                                21

Minimum Number of Months since Origination                                                          6

Maximum Number of Months since Origination                                                        124

Weighted Average Current Loan-to-Value Ratio                                                  57.12%

Maximum Current Loan-to-Value Ratio                                                           89.78%

Weighted Average Original Loan-to-Value Ratio                                                 62.14%

Percentage of Housing Loans that are Fixed Rate                                               11.71%

Weighted Average Mortgage Rate for Variable-rate Housing Loans                                 6.99%

Weighted Average Mortgage Rate for Fixed Rate Housing Loans                                    7.06%



                                                                                                  32
Percentage of Housing Loans that are Principal & Interest                                      100.00%

Percentage of Housing Loans that are Full Doc                                                  100.00%

Percentage of Housing Loans that are Owner Occupied                                              87.17%

Percentage of Housing Loans that are Investment                                                  12.83%

The original loan-to-value ratio of a housing loan is calculated by comparing the initial principal
balance of the housing loan to the most recent valuation of the property that is currently securing the
housing loan. Thus, if collateral has been released from the mortgage securing a housing loan or if the
property securing the housing loan has been revalued, the original loan-to-value ratio may not reflect
the actual loan-to-value ratio at the origination of that housing loan.

Before the issuance of the Notes, housing loans may be added to or removed from the housing loan
pool (including housing loans substituted for housing loans that are removed from the housing loan
pool). This addition, removal or substitution of housing loans may result in changes in the housing
loan pool characteristics shown in the preceding table and could affect the weighted average lives and
yields of the Notes. The Seller will not add, remove or substitute any housing loans prior to the
Closing Date if this would result in a change of more than 5% in any of the characteristics of the pool
of housing loans described in the above table, other than a change in the number of housing loans, the
housing loan pool size or total valuation of the properties, where the change is due to adding or
removing housing loans due to a fluctuation in the A$/US$ exchange rate, unless a revised offering
circular is delivered to prospective investors.

The Seller will select housing loans from its pool of eligible loans based on its selection criteria. The
housing loans are selected from the Seller’s general portfolio consistent with the representations and
warranties set out in “Description of the Series Assets of the Series-Representations, Warranties and
Eligibility Criteria” in this Offering Circular.




                                                                                                     33
Withholding Tax on Class A Notes                     subject to investment laws and regulations or
                                                     to review by regulatory authorities. You are
Payments of principal and interest on the Class      urged to consult with your own legal advisors
A Notes will be reduced by any applicable            concerning the status of the Class A1 Notes as
withholding taxes assessed against the Trust.        legal investments for you. See “Legal
The Trustee is not obligated to pay any              Investment Considerations”.
additional amounts to the Class A Noteholders
to cover any withholding taxes.                      ERISA Considerations

If the Commonwealth of Australia requires the        Subject to the considerations in “ERISA
withholding of amounts from payment of               Considerations” in this Offering Circular, the
principal or interest to the Class A Noteholders     Class A1 Notes will be eligible for purchase by
due to taxes, duties, assessments or other           employee benefit plans subject to the U.S.
governmental charges the Manager may (but is         Employee Retirement Income Security Act of
not obliged to) direct the Trustee to redeem all     1974, as amended (“ERISA”), or plans subject
of the Notes.                                        to Section 4975 of the U.S. Internal Revenue
                                                     Code of 1986, as amended (the “Code”).
U.S. Tax Status                                      Investors should consult their counsel with
                                                     respect to the consequences under ERISA and
In the opinion of Sidley Austin LLP, special tax     the Code of the plan’s acquisition and
counsel for the Manager, the Class A1 Notes          ownership of the Class A1 Notes. The Class
will be characterized as debt for U.S. federal       A2 Notes are not eligible for purchase by such
income tax purposes. Each Class A1                   plans.
Noteholder, by acceptance of a Class A1 Note,
agrees to treat the Class A1 Notes as                Book-Entry Registration
indebtedness. See “Legal Aspects of the
Housing Loans-United States Federal Income           Persons acquiring beneficial ownership
Tax Matters”.                                        interests in the Class A1 Notes will hold their
                                                     Class A1 Notes through The Depository Trust
Disclosure Pursuant to IRS Circular 230              Company in the U.S. or Clearstream,
                                                     Luxembourg or Euroclear outside of the U.S..
The opinion of Sidley Austin LLP referred to         Transfers within The Depository Trust
above was not intended or written to be used,        Company, Clearstream, Luxembourg or
and cannot be used, by any person (including         Euroclear will be in accordance with the usual
the Manager, the Trust Administrator, the            rules and operating procedures of the relevant
Seller, the Servicer, the Trustee, the Note          system.       Crossmarket transfers between
Trustee, the Security Trustee, the Lead              persons holding directly or indirectly through
Managers or any Noteholder) for the purpose          The Depository Trust Company, on the one
of avoiding tax penalties that may be imposed        hand, and persons holding directly or indirectly
on such person. The opinion was written to           through      Clearstream,   Luxembourg        or
support the promotion or marketing of the            Euroclear, on the other hand, will take place in
Class A1 Notes. You should seek advice based         The Depository Trust Company through the
on your particular circumstances from an             relevant     depositories   of     Clearstream,
independent tax advisor.                             Luxembourg or Euroclear.

Legal Investment                                     Registration Details

The Class A1 Notes initially will not constitute     The offering of the Class A Notes will not be
“mortgage-related securities” for the purposes       registered with the Securities and Exchange
of the Secondary Mortgage Market                     Commission under the Securities Act of 1933,
Enhancement Act of 1984. No representation           as amended or with any state securities
is made as to whether the Class A1 Notes             commission.
constitute legal investments under any
applicable statute, law, rule, regulation or order
for any entity whose investment activities are


                                                                                                 34
Listing on      the    Australian     Securities     Available Income is normally used to pay fees,
Exchange                                             expenses and interest on the Notes. Principal
                                                     Collections are normally used to pay principal
An application has been or will be made by           on the Notes (or to allocate amounts to the
the Manager to list the Class A Notes on the         Class A1 Note Redemption Fund). However, if
Australian Securities Exchange. There can            there is not enough Available Income to pay,
be no assurance that any such listing will be        or allocate to, fees, expenses and interest on
obtained. The issuance and settlement of the         the Notes on a Payment Date, Principal
Class A Notes on the Closing Date is not             Collections will be treated as income and
conditioned on listing such Class A Notes on         applied in the income stream to pay, or allocate
the Australian Securities Exchange.                  to, unpaid fees, expenses and interest on the
                                                     Notes. If there is an excess of Available
Collections                                          Income after payment of fees, expenses and
                                                     interest on the relevant Notes on subsequent
The Trustee will receive for each monthly            Payment Dates, this excess Available Income
collection period certain amounts (known as          will be allocated on Payment Dates, to offset
“Collections”) in respect of the Purchased           losses in respect of Purchased Housing Loans
Housing Loans including without limitation           and to reimburse any principal charge-offs on
the following amounts:                               the Notes.

•       payments of interest and principal           Interest on the Notes
        under the Purchased Housing Loans;
                                                     Interest on the Class A1 Notes is payable
•       proceeds from the enforcement of the         quarterly in arrears on each Quarterly Payment
        Purchased Housing Loans and                  Date. If payments in respect of the Class A1
        registered mortgages and other               Notes are made by the Trustee (or by the
        security relating to those Purchased         Currency Swap Provider on its behalf) to the
        Housing Loans;                               Principal Paying Agent after 11:00 a.m. New
                                                     York time on a Quarterly Payment Date, then
                                                     payments by the Principal Paying Agent to the
•       amounts received on any sale or
                                                     Class A1 Noteholders will not be made on the
        reallocation of a Purchased Housing
                                                     Quarterly Payment Date, but will be made on
        Loan;
                                                     the next business day after that Quarterly
                                                     Payment Date.
•       amounts received under mortgage
        insurance policies; and
                                                     Interest on the A$ Notes is payable monthly in
                                                     arrears on each Payment Date.
•       amounts received as damages for
        breaches of representations or               See “Description of the Class A Notes -
        undertakings in respect of the               Interest on the Class A Notes” and
        Purchased Housing Loans.                     “Description of the Class A Notes - Cashflow
                                                     Allocation Methodology” below for a detailed
Collections will be allocated between available      description of the calculation and payment of
income and principal. Collections attributable       interest in respect of the Class A Notes.
to interest, plus interest received on Authorised
Investments and any other miscellaneous
                                                     Principal on the Notes
income received by the Trustee, are known as
“Available       Income”.       The    collections   No principal will be payable on the Class A1
attributable to principal together with certain      Notes prior to the Class A1 Note Scheduled
excess Available Income (if any) allocated on        Maturity Date. In addition, prior to the Class
any Payment Dates to principal, less some            A1 Note Scheduled Maturity Date, no amounts
amounts,       are    known      as    “Principal    will be allocated to the Class A1 Note
Collections”.                                        Redemption Fund until the Class A2 Notes
                                                     have been paid in full.



                                                                                                 35
On the Class A1 Note Scheduled Maturity              Class A1 Note Redemption Fund) to the extent
Date, proceeds from the issuance of the Class        that there are collections received for those
A1-R Notes (if any) and amounts (if any)             payments on that date. The charts on the next 8
retained in the Class A1 Note Redemption             pages summarize the flow of payments for
Fund from prior Payment Dates will be applied        each Payment Date prior to the occurrence of
by the Trustee (or by the Currency Swap              an Event of Default and enforcement of the
Provider on its behalf) to the Principal Paying      Deed of Charge. The flow of payments for
Agent towards the repayment of principal             each Payment Date after the occurrence of an
owing on the Class A1 Notes. If such amounts         Event of Default and enforcement of the Deed
are insufficient to repay the Class A1 Notes in      of Charge is described under “Description of
full on the Class A1 Note Scheduled Maturity         the Transaction Documents -Deed of Charge
Date, principal will be payable on the Class A1      and Master Security Trust Deed-Post-Event of
Notes on each Quarterly Payment Date                 Default Order of Application”.
thereafter, to the extent of funds available to be
applied for that purpose (including proceeds
from the issuance of Class A1-R Notes, if any,
on each such subsequent Quarterly Payment
Date).

If principal payments in respect of the Class
A1 Notes (on or after the Class A1 Note
Scheduled Maturity Date) are made by the
Trustee (or by the Currency Swap Provider on
its behalf) to the Principal Paying Agent after
11:00 a.m. New York time, then payments by
the Principal Paying Agent to the Class A1
Noteholders will not be made on the Quarterly
Payment Date, but will be made on the next
business day after that Quarterly Payment
Date.

Principal on the A$ Notes, will be payable on
each Payment Date to the extent of funds
available to be applied for that purpose.

The sum and order of repayment of principal in
respect of each class of Notes will depend
upon matters such as whether an Event of
Default has occurred and the Deed of Charge
has been enforced, whether the Class A1 Note
Scheduled Maturity Date has occurred,
whether Class A1-R Notes have been issued
and whether or not the Subordination
Conditions have been satisfied.

See “Description of the Class A Notes -
Cashflow Allocation Methodology” below for
a detailed description of the repayment of
principal in respect of the Notes.

Allocation of Cash Flows

On each Payment Date, the Trustee will
allocate or pay, as applicable, principal and
interest to each relevant Noteholder (or to the


                                                                                                36
Determination of Total Available Income for distribution on a Payment Date

                               Finance Charge Collections
    Any interest and other amounts in the nature of interest or income (including any
   previously capitalized interest) received in respect of any Purchased Housing Loan,
     or any similar amount deemed by the Servicer to be in the nature of income or
         interest, together with any Recoveries, in each case received during the
                         immediately preceding Collection Period
                                           +
                        Mortgage Insurance Interest Proceeds
    Any amount received by or on behalf of the Trustee under a Mortgage Insurance
   Policy and which is determined by the Manager not to be in the nature of principal,
              received during the immediately preceding Collection Period
                                           +
                                    Other Income
   Any interest received on Authorised Investments during the immediately preceding
    Collection Period and any other miscellaneous income received or expected to be
     received by the Trustee on or before the immediately following Payment Date
                                           +
             Payments due under Fixed Rate Swap or the Basis Swap
   Any net payments due to be received by the Trustee under the Fixed Rate Swap or
                     the Basis Swap on the next Payment Date
                                           +
                                     Other Amounts
   All other amounts received by or on behalf of the Trustee in respect of the Series
   Assets of the Series in the nature of income and certain tax related amounts during
                      the immediately preceding Collection Period
                                           +
                                     Principal Draw
   Principal Collections on the Purchased Housing Loans applied as income to cover a
        shortfall in Available Income to meet Required Payments in respect of the
                           immediately following Payment Date
                                           +
                                     Liquidity Drawing
       Any advance to be made under the Liquidity Facility Agreement to cover a
    shortfall in Available Income and any Principal Draw to meet Required Payments
                  in respect of the immediately following Payment Date
                                           =
                                Total Available Income




                                                                                         37
Priority of Distribution of Total Available Income on a Payment Date prior to the
    occurrence of an Event of Default and enforcement of the Deed of Charge

 First, at the Manager’s discretion, up to A$100 to the Participation Unitholder.


 Next, pari passu and rateably:
         (i)      solely with respect to the first Payment Date, any Accrued Interest
                  Adjustment due to the Seller in connection with the transfer of the
                  Purchased Housing Loans to the Trust on the Closing Date; and
         (ii)     to the Seller, where Prepayment Benefits are credited to any
                  Obligor’s account during the Collection Period immediately
                  preceding that Payment Date, the lesser of:
                  (A)     the aggregate of all such Prepayment Benefits credited to
                          Obligors’ accounts in that Collection Period; and
                  (B)     any break costs paid by the Fixed Rate Swap Provider to
                          the Trustee in respect of the termination of the Fixed Rate
                          Swap to the extent it is being terminated as a result of the
                          prepayment of the Purchased Housing Loan to which the
                          Prepayment Benefits relate.


 Next, pari passu and rateably:
         (i)      any Taxes payable in relation to the Trust for the Collection Period
                  immediately preceding that Payment Date (after the application of
                  the balance of the Tax Account towards payment of such Taxes);
         (ii)     the Trustee’s fee payable on that Payment Date;
         (iii)    the Servicer’s fee payable on that Payment Date;
         (iv)     the Manager’s fee payable on that Payment Date;
         (v)      the Security Trustee’s fee payable on that Payment Date;
         (vi)     the Note Trustee’s fee payable on that Payment Date;
         (vii) the Agents’ fees payable on that Payment Date;
         (viii) in reimbursement of any Enforcement Expenses incurred during
                  the Collection Period immediately preceding that Payment Date;
                  and
         (ix)     in reimbursement of any other Expenses of the Series incurred
                  during the Collection Period immediately preceding that Payment
                  Date.


 Next, pari passu and rateably:
         (i)      any availability fee payable by the Trustee on that Payment Date
                  under the Liquidity Facility Agreement;
         (ii)     any net amount payable by the Trustee to the Fixed Rate Swap
                  Provider on that Payment Date under the Fixed Rate Swap,
                  excluding any break costs in respect of the termination of the
                  Fixed Rate Swap to the extent the Fixed Rate Swap Provider is the
                  Defaulting Party or sole Affected Party (other than in relation to a
                  Termination Event due to section 5(b)(i) (“Illegality”), section
                  5(b)(ii) (“Force Majeure Event”) or section 5(b)(iii) (“Tax Event”)
                  of the Fixed Rate Swap) and any break costs in respect of



                                                                                         38
                termination of the Fixed Rate Swap to the extent that termination
                is as a result of the prepayment of a Purchased Housing Loan
                (except to the extent the Trustee has received the applicable
                Prepayment Costs in respect of the that Purchased Housing Loan
                from the related Obligor during the Collection Period);
        (iii)   any net amount payable by the Trustee to the Basis Swap provider
                on that Payment Date under the Basis Swap, excluding any break
                costs in respect of the termination of the Basis Swap to the extent
                the Basis Swap Provider is the Defaulting Party or sole Affected
                Party (other than in relation to a Termination Event due to section
                5(b)(i) (“Illegality”), section 5(b)(ii) (“Force Majeure Event”) or
                section 5(b)(iii) (“Tax Event”) of the Basis Swap); and
        (iv)    any break costs payable by the Trustee to the Currency Swap
                Provider on that Payment Date under the Currency Swap in respect
                of the termination of the Currency Swap, excluding any break
                costs in respect of that termination to the extent the Currency Rate
                Swap Provider is the Defaulting Party or sole Affected Party (other
                than in relation to a Termination Event due to section 5(b)(i)
                (“Illegality”), section 5(b)(ii) (“Force Majeure Event”) or section
                5(b)(iii) (“Tax Event”) of the Currency Swap).


Next, to the Liquidity Facility Provider, in respect of the following amounts in the
following order of priority:
         (i)     first, any interest payable by the Trustee under the Liquidity
                 Facility Agreement for the Interest Period ending on (but
                 excluding) that Payment Date and any unpaid interest in respect of
                 preceding Interest Periods; and
         (ii)    next, in reimbursement of any Liquidity Drawing made before that
                 Payment Date.


Next, pari passu and rateably:
        (i)      to the Currency Swap Provider, the A$ Class A1 Interest Amount
                 for the Interest Period ending on (but excluding) that Payment
                 Date as is payable by the Trustee to the Currency Swap Provider
                 on that Payment Date in accordance with the Currency Swap and
                 any unpaid A$ Class A1 Interest Amounts in respect of preceding
                 Payment Dates;
        (ii)     (in respect of any Payment Date after the Class A1 Note
                 Scheduled Maturity Date) the Note Interest Amount for any Class
                 A1-R Notes on issue for the Interest Period ending on (but
                 excluding) that Payment Date and any unpaid Note Interest
                 Amounts for the Class A1-R Notes in respect of preceding Interest
                 Periods; and
        (iii)    the Note Interest Amount for the Class A2 Notes for the Interest
                 Period ending on (but excluding) that Payment Date and any
                 unpaid Note Interest Amounts for the Class A2 Notes in respect of
                 preceding Interest Periods; and
        (iv)     any interest payable by the Trustee to the Seller in respect of
                 unreimbursed Redraws made during or prior to the immediately
                 preceding Collection Period including any unpaid interest in



                                                                                       39
                respect of prior Payment Dates.


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



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


Next, to allocate to Principal Collections, any unreimbursed Principal Draw.


Next, to allocate to Principal Collections, any Losses for the preceding Collection
Period.


Next, to allocate to Principal Collections, any unreimbursed Carryover Principal
Charge-Offs which are referable to the Class A Notes and the Class A1-R Notes (if
any).


Next, to allocate to Principal Collections, any unreimbursed Carryover Principal
Charge-Offs which are referable to the Class B Notes.


Next, to the Currency Swap Provider, such amount of the A$ Class A1 Additional
Interest Amount for the Interest Period ending on (but excluding) that Payment
Date as is payable by the Trustee to the Currency Swap Provider on that Payment
Date in accordance with the Currency Swap and any unpaid A$ Class A1
Additional Interest Amounts in respect of preceding Payment Dates.

Next, the Note Interest Amount for the Class C Notes for the Interest Period ending
on (but excluding) that Payment Date and any unpaid Note Interest Amounts for
the Class C Notes in respect of preceding Interest Periods.



Next, to allocate to Principal Collections, any unreimbursed Carryover Principal
Charge-Offs which are referable to the Class C Notes.


Next, to pay any other amounts payable by the Trustee on that Payment Date to the
Liquidity Facility Provider under the Liquidity Facility Agreement (to the extent
not paid as set forth above).



Next, pari passu and rateably, to pay to the Fixed Rate Swap Provider, the Basis
Swap Provider and the Currency Swap Provider any unpaid break costs under the
Fixed Rate Swap, Basis Swap and Currency Swap (as applicable).




                                                                                      40
Next, as to any surplus, to the Participation Unitholder.




                                                            41
Determination of Principal Collections for distribution on a Payment Date

                                               Collections
                     The Collections for the immediately preceding Collection Period.
                                                     +

                                        Total Available Income
              Any Total Available Income to be applied on the Payment Date towards Losses,
                   Carryover Principal Charge-Offs and repayment of Principal Draws.
                                                     +
                                Amount Received in Excess of Purchase Price
             In respect of the first Payment Date only, any amount received by the Trustee upon
               the initial issue of Notes in excess of the Purchase Price of Purchased Housing
                                                     Loans.
                                                     +

                                            Principal Adjustments
              In respect of the first Payment Date only, any Principal Adjustments received by
                                          the Trustee from the Seller.
                                                      -

                                     Finance Charge Collections
             The Finance Charge Collections as calculated on the relevant Determination Date.
                                                      -
                                     Collection Period Distributions
             Any Collection Period Distributions during the immediately preceding Collection
             Period and any Collections which the Seller is entitled to retain in connection with
                         Redraws made by the Seller during that Collection Period.
                                                      -
                               Mortgage Insurance Interest Proceeds
                Any Mortgage Insurance Interest Proceeds received during the immediately
                                     preceding Collection Period.
                                                     =
                                           Principal Collections




                                                                                                    42
Priority of Distribution of Principal Collections on a Payment Date prior to the
  occurrence of an Event of Default and enforcement of the Deed of Charge -
                    Subordination Conditions Not Satisfied

                                   Principal Draw
First, as a Principal Draw (if required) on that Payment Date.


                                     Redraws
Next, to the Seller in reimbursement of any unreimbursed Redraws made during or
prior to the immediately preceding Collection Period.


                               Class A Noteholders
Next, as follows:
        (i)     if that Payment Date is prior to the Class A1 Note Scheduled
                Maturity Date, in the following order of priority:
                (A)      first, towards repayment of the aggregate Invested Amount
                         of the Class A2 Notes until the aggregate Invested Amount
                         of the Class A2 Notes is reduced to zero;
                (B)      next, to the Class A1 Note Redemption Fund until the
                         balance equals the A$ Equivalent of the aggregate
                         Invested Amount of the Class A1 Notes;
        (ii)    if that Payment Date is on or after to the Class A1 Note Scheduled
                Maturity Date, in the following order of priority:
                (A)      first, an amount equal to the Class A1 Note Principal
                         Allocation, to be applied towards payment to the Currency
                         Swap Provider in respect of the A$ Class A1 Principal for
                         that Payment Date (for further repayment of the aggregate
                         Invested Amount of the Class A1 Notes on the next
                         occurring Quarterly Payment Date or on that Payment
                         Date if that Payment Date is a Quarterly Payment Date);
                (B)      next, an amount equal to the Class A1-R Note Principal
                         Allocation, to be applied towards repayment of the
                         aggregate Invested Amount of the Class A1-R Notes until
                         the aggregate Invested Amount of the Class A1-R Notes is
                         reduced to zero; and
                (C)      next, an amount equal to the Class A2 Note Principal
                         Allocation towards repayment of the aggregate Invested
                         Amount of the Class A2 Notes until the aggregate Invested
                         Amount of the Class A2 Notes is reduced to zero.


                               Class B Noteholders
Next, towards repayment of the aggregate Invested Amount of the Class B Notes
until the aggregate Invested Amount of the Class B Notes is reduced to zero.


                              Class C Noteholders
Next, towards repayment of the aggregate Invested Amount of the Class C Notes
until the aggregate Invested Amount of the Class C Notes is reduced to zero.




                                                                                     43
                                 Residual Unitholder
Next, as to any surplus (if any), to the Residual Unitholder.




                                                                44
Priority of Distribution of Principal Collections on a Payment Date prior to the
  occurrence of an Event of Default and enforcement of the Deed of Charge -
                       Subordination Conditions Satisfied

                                   Principal Draw
First, as a Principal Draw (if required) on that Payment Date.


                                     Redraws
Next, to the Seller in reimbursement of any unreimbursed Redraws made before
that Payment Date.


                                    Noteholders
Next:
        (i)     an amount equal to the Class A Note Principal Allocation in
                respect of that Payment Date, to be allocated and applied as
                follows:
                (A)     an amount equal to the Class A1-R Note Principal
                        Allocation, to be applied towards repayment of the
                        aggregate Invested Amount of the Class A1-R Notes;
                (B)     an amount equal to the Class A2 Note Principal Allocation
                        towards repayment of the Invested Amount of the Class
                        A2 Notes until the aggregate Invested Amount of the Class
                        A2 Notes is reduced to zero;
        (ii)    an amount equal to the Class B Note Principal Allocation in
                respect of that Payment Date, to be applied towards repayment of
                the Invested Amount of the Class B Notes until the aggregate
                Invested Amount of the Class B Notes is reduced to zero; and
        (iii)   an amount equal to the Class C Note Principal Allocation in
                respect of that Payment Date, to be applied towards repayment of
                the Invested Amount of the Class C Notes until the aggregate
                Invested Amount of the Class C Notes is reduced to zero.


                                 Residual Unitholder
Next, as to any surplus (if any), to the Residual Unitholder.




                                                                                    45
Transaction Fees

The principal parties involved in the issuance and administration of the Notes will be entitled to
certain fees for the performance of their duties. The following table shows each party’s fee rate or
other basis of calculation of their fee compensation:

Party                              Annual Fee Rate                     Explanation

Trustee                            *                                   The Trust will pay a single
Security Trustee                                                       monthly fee (based on a sliding
                                                                       scale) to the Trustee in respect
                                                                       of these duties to be allocated
                                                                       among these trustees.

Note Trustee and Agents            **                                  The Note Trustee and Agents
                                                                       will be paid a monthly fixed fee
                                                                       in respect of their duties.

Manager                            0.066%                              The Manager’s fee is calculated
                                                                       by multiplying the annual fee
                                                                       rate by the A$ Equivalent of the
                                                                       aggregate Invested Amount of
                                                                       the Notes as of the beginning of
                                                                       each interest period and
                                                                       multiplying such product by the
                                                                       number of days in the interest
                                                                       period divided by 365.

Liquidity Facility Provider        Undrawn Fee - 0.40%                 The Liquidity Facility
                                                                       Provider’s fee is a monthly
                                                                       commitment fee based on the
                                                                       product of the undrawn portion
                                                                       of the Liquidity Limit and the
                                                                       annual fee rate (and multiplying
                                                                       such product by the number of
                                                                       days in the interest period
                                                                       divided by 365). In addition,
                                                                       draws under the liquidity
                                                                       facility must be repaid by the
                                                                       Trustee with interest at the Bank
                                                                       Bill Rate plus a specified
                                                                       margin.

Servicer                           0.25%                               The Servicer’s fee is calculated
                                                                       by multiplying the annual fee
                                                                       rate by the A$ Equivalent of the
                                                                       aggregate Invested Amount of
                                                                       the Notes as of the beginning of
                                                                       the interest period and
                                                                       multiplying such product by the
                                                                       number of days in the interest
                                                                       period divided by 365.




                                                                                                       46
Mortgage Insurers                 Not applicable                    Premiums under the mortgage
                                                                    insurance policies have been
                                                                    paid by the underlying debtors
                                                                    or NAB (as applicable). No
                                                                    fees have been paid or will be
                                                                    payable by the Trustee.



* The aggregate transaction fees expressed as an annual percentage of the balance of the Purchased
Housing Loans is not expected to exceed approximately 0.40%. Except as described above, fees are
payable monthly from trust income prior to payment of Noteholders.

** The aggregate fixed fee payable to the Note Trustee and each Agent is not expected to exceed
US$12,300 on an annual basis.




                                                                                                  47
                       Article 122a of the Capital Requirements Directive

Please refer to “EU regulatory initiatives may result in increased regulatory capital requirements
and/or decreased liquidity in respect of the Notes” in the section entitled “Risk Factors” for
further information on the implications of Article 122a for certain investors in the Notes.

Retention statement

The Seller will, on an ongoing basis, retain a material net economic interest of at least 5 per cent.
in the Series in accordance with Article 122a of European Union Directive 2006/48/EC (as
implemented by the Member States of the European Economic Area (“EEA”) (the “CRD”)). As
at the Closing Date, such interest will take the form of an on-balance sheet retention as described
in Article 122a(1)(c). The Seller shall satisfy such retention requirement by retaining randomly
selected loans from the pool of housing loans available for securitisation, equivalent to no less
than 5% of the nominal amount of the Purchased Housing Loans at the Closing Date, where such
housing loans would otherwise have been sold to the Trust.

The Seller will confirm its ongoing retention of the net economic interest described above in the
monthly investor reports and any change to the manner in which such interest is held will be
notified to Noteholders. The Seller will provide a corresponding undertaking with respect to the
interest to be retained by it to the Lead Managers in the Note Purchase Agreement and the Dealer
Agreement.

Investors to assess compliance

Each prospective investor that is required to comply with Article 122a (as implemented in each
Member State of the EEA) is required to independently assess and determine the sufficiency of
the information described above, in this Offering Circular generally and in any reports provided to
investors in relation to the Series for the purposes of complying with Article 122a and none of the
Trustee, the Lead Managers, the Trust Administrator, NAB or any other party to the Transaction
Documents makes any representation that any such information is sufficient in all circumstances
for such purposes. Prospective investors who are uncertain as to the requirements under Article
122a which apply to them in respect of their relevant jurisdiction, should seek guidance from their
regulator.




                                                                                                 48
                                          Risk Factors

The Class A Notes are complex securities. You should carefully read and consider the following risk
factors relating to the Class A Notes prior to deciding whether to purchase the Class A Notes.

 The Class A Notes will be paid     The Class A Notes are debt obligations of the Trustee only in its
 only from the Series Assets of     capacity as trustee of the Trust and in respect of the Series. The
 the Series                         Class A Notes do not represent an interest in or obligation of any
                                    of the other parties to the transaction.

                                    The Trustee will be entitled to be indemnified out of the Series
                                    Assets of the Series for all payments of interest and principal in
                                    respect of the Class A Notes.

                                    A Class A Noteholder’s recourse against the Trustee with
                                    respect to the Class A Notes is limited to the amount by which
                                    the Trustee is indemnified from the Series Assets of the Series.
                                    Except in the case of, and to the extent that a liability is not
                                    satisfied because the Trustee’s right of indemnification out of
                                    the Series Assets of the Series is reduced as a result of, fraud,
                                    negligence or wilful default of the Trustee, no rights may be
                                    enforced against the Trustee by any person and no proceedings
                                    may be brought against the Trustee except to the extent of the
                                    Trustee’s right of indemnity and reimbursement out of the Series
                                    Assets of the Series. Except in those limited circumstances, the
                                    assets of the Trustee in its personal capacity are not available to
                                    meet payments of interest or principal in respect of the Class A
                                    Notes.

 The Series Assets are limited      The Series Assets of the Series consist primarily of the
                                    Purchased Housing Loans. If the Series Assets of the Series are
                                    not sufficient to make payments of interest or principal in
                                    respect of the Class A Notes in accordance with the cashflow
                                    allocation methodology, then payments to Class A Noteholders
                                    will be reduced.

 Servicer risk                      The Servicer must retire as servicer in certain circumstances. If
                                    the appointment of the Servicer is terminated, another entity
                                    must be appointed to perform the role of Servicer for the Series.
                                    The appointment of a substitute Servicer will only have effect
                                    once the Manager has given prior notice to each Rating Agency
                                    in relation to such appointment.

                                    If a substitute Servicer is not appointed, the Trustee must act as
                                    the substitute Servicer, and will continue to act in this capacity
                                    until a suitable substitute Servicer is found.

                                    The Servicer may also retire as Servicer by giving not less than
                                    90 days’ notice of its intention to do so (or, if the Trustee has
                                    agreed to a lesser period of notice, that lesser period).

 The ratings on the Class A         The credit ratings of the Class A Notes should be evaluated
 Notes should be evaluated          independently from similar ratings on other types of notes or
 independently                      securities. A credit rating is not a recommendation to buy, sell
                                    or hold securities. A rating does not address the market price or


                                                                                                   49
                                  suitability of the Class A Notes for you. A rating may be subject
                                  to revision or withdrawal at any time by the rating agencies. A
                                  revision, suspension, qualification or withdrawal of the rating of
                                  the Class A Notes may adversely affect the price of the Class A
                                  Notes.

                                  In addition, the credit ratings of the Class A Notes do not
                                  address the expected timing of principal repayments under the
                                  Class A Notes, only the likelihood that principal will be received
                                  no later than the Final Maturity Date of that Class A Note.

                                  The ratings of the Class A Notes entail substantial risks and may
                                  be unreliable as an indication of the creditworthiness of your
                                  Class A Notes. The Manager hired S&P and Fitch to rate the
                                  Class A Notes (with certain exceptions). Other NRSROs will be
                                  furnished with information regarding the Purchased Housing
                                  Loans and the Series from time to time that may enable them to
                                  issue unsolicited credit ratings on the Class A1 Notes. Neither
                                  the Manager nor any other person or entity will have any duty to
                                  notify you if any such other rating organization issues, or
                                  delivers notice of its intention to issue, unsolicited ratings on
                                  one or more classes of Notes after the date of this Offering
                                  Circular. In no event will ratings confirmation from any such
                                  other rating organization be a condition to any action, or the
                                  exercise of any right, power or privilege by any person or entity,
                                  under the Transaction Documents.

                                  If the SEC determines that S&P or Fitch no longer qualifies as
                                  an NRSRO, there may be an adverse effect on the market price
                                  of the Class A Notes.

                                  None of the rating agencies have been involved in the
                                  preparation of this Offering Circular.

Investment in the Class A Notes   The Class A Notes are not a suitable investment for any investor
may not be suitable for all       that requires a regular or predictable schedule of payments or
investors                         payment on any specific date. The Class A Notes are complex
                                  investments that should be considered only by investors who,
                                  either alone or with their financial, tax and legal advisors, have
                                  the expertise to analyse the prepayment, reinvestment, default
                                  and market risk, the tax consequences of an investment, and the
                                  interaction of these factors.

                                  Mortgage-backed securities, like the Class A Notes, usually
                                  produce more returns of principal to investors when market
                                  interest rates fall below the interest rates on the Purchased
                                  Housing Loans and produce less returns of principal when
                                  market interest rates rise above the interest rates on the
                                  Purchased Housing Loans.        If borrowers refinance their
                                  Purchased Housing Loans as a result of lower interest rates,
                                  Class A Noteholders may receive an unanticipated payment of
                                  principal (other than Class A1 Noteholders prior to the Class A1
                                  Note Scheduled Maturity Date).         As a result, Class A
                                  Noteholders (other than Class A1 Noteholders prior to the Class
                                  A1 Note Scheduled Maturity Date) are likely to receive more


                                                                                                50
                                    money to reinvest at a time when other investments generally
                                    are producing a lower yield than that on the Class A Notes and
                                    are likely to receive less money to reinvest when other
                                    investments generally are producing a higher yield than that on
                                    the Class A Notes. Class A Noteholders will bear the risk that
                                    the timing and amount of payments on the Class A Notes will
                                    prevent you from attaining the desired yield.

The yield to maturity on the        The pre-tax yield to maturity on the Class A Notes is uncertain
Class A Notes is uncertain and      and will depend on a number of factors. One such factor is the
may be affected by many             uncertain rate of return of principal. The amount of payments of
factors                             principal on the Class A Notes and the time when those
                                    payments are received depend on the amount and the times at
                                    which borrowers make principal payments on the Purchased
                                    Housing Loans. The principal payments may be regular
                                    scheduled payments or unscheduled payments resulting from
                                    prepayments of the Purchased Housing Loans.

You face an additional              Although NAB could have legally assigned the title to the
possibility of loss because the     Purchased Housing Loans to the Trustee, initially it will assign
Trustee does not hold legal title   only equitable title to the Purchased Housing Loans to the
to the Purchased Housing            Trustee. The Purchased Housing Loans will be legally assigned
Loans                               to the Trustee only upon the occurrence of a title perfection
                                    event, as described in “Description of the Series Assets of the
                                    Series-Transfer and Assignment of the Purchased Housing
                                    Loans”. Because the Trustee does not hold legal title to the
                                    Purchased Housing Loans you will be subject to the following
                                    risks, which may lead to a failure to receive collections on the
                                    Purchased Housing Loans, delays in receiving the collections or
                                    losses to you:

                                    •       the Trustee’s interest in a Purchased Housing Loan may
                                            be impaired by the creation or existence of an equal or
                                            higher ranking security interest over the related
                                            mortgaged property created after the creation of the
                                            Trustee’s equitable interest but prior to it acquiring a
                                            legal interest in the Purchased Housing Loans; or

                                    •       until a borrower has notice of the assignment, that
                                            borrower is not bound to make payments under its
                                            Purchased Housing Loan to anyone other than the
                                            Seller.   Until a borrower receives notice of the
                                            assignment, any payments the borrower makes under his
                                            or her Purchased Housing Loan to the Seller will validly
                                            discharge the borrower’s obligations under the
                                            borrower’s Purchased Housing Loan even if the Trustee
                                            does not receive the payments from the Seller.

                                    Therefore, if the Seller does not deliver collections to the
                                    Trustee, for whatever reason, neither the Trustee nor you will
                                    have any recourse against the related borrowers for such
                                    collections and the Trustee may not be able to initiate any legal
                                    proceedings against a borrower to enforce a Purchased Housing
                                    Loan without the involvement of the Seller.



                                                                                                 51
The Seller and Servicer may      Before the Seller or the Servicer remits collections to the
commingle collections on the     collection account, the collections may be commingled with the
Purchased Housing Loans with     assets of the Seller or Servicer. If the Seller or the Servicer
their assets                     becomes insolvent, the Trustee may only be able to claim those
                                 collections as an unsecured creditor of the insolvent company.
                                 This could lead to a failure to receive the collections on the
                                 Purchased Housing Loans, delays in receiving the collections, or
                                 losses to you.

There is no way to predict the   Whilst the Trustee is obliged to repay the Class A Notes by the
actual rate and timing of        Final Maturity Date, principal on the Class A Notes (other than a
payments on the Purchased        Class A1 Note prior to the Class A1 Note Scheduled Maturity
Housing Loans                    Date) will be passed through to Class A Noteholders on each
                                 Payment Date from the Principal Collections and such amount
                                 will reduce the principal balance of such Class A Notes.
                                 However, there is no guarantee as to the rate at which principal
                                 will be passed through to Class A Noteholders. Accordingly,
                                 the actual date by which Class A Notes (other than a Class A1
                                 Note prior to the Class A1 Note Scheduled Maturity Date) are
                                 repaid cannot be precisely determined.

                                 For example, Principal Collections will be used:

                                 (a)     to fund payment delinquencies (in the form of Principal
                                         Draws, if any); and

                                 (b)     to reimburse Redraws made by the Seller.

                                 The utilisation of Principal Collections for these purposes will
                                 slow the rate at which principal will be passed through to Class
                                 A Noteholders (other than in respect of the Class A1 Notes prior
                                 to the Class A1 Note Scheduled Maturity Date).

                                 The timing and amount of principal which will be passed
                                 through to Class A Noteholders (other than in respect of the
                                 Class A1 Notes prior to the Class A1 Note Scheduled Maturity
                                 Date) will be affected by the rate at which the Purchased
                                 Housing Loans repay or prepay principal, which may be
                                 influenced by a range of economic, social and other factors
                                 including:

                                 (a)     the level of interest rates applicable to the Purchased
                                         Housing Loans relative to prevailing interest rates in the
                                         market;

                                 (b)     the delinquencies and default rate of borrowers under
                                         the Purchased Housing Loans;

                                 (c)     demographic and social factors such as unemployment,
                                         death, divorce and changes in employment of
                                         borrowers;

                                 (d)     the rate at which borrowers sell or refinance their
                                         properties;



                                                                                               52
                                 (e)     the degree of seasoning of the Purchased Housing
                                         Loans; and

                                 (f)     the loan-to-valuation ratio of the borrowers’ properties
                                         at the time of origination of the relevant Purchased
                                         Housing Loans.

                                 The Class A Noteholders may receive repayments of principal
                                 on the Class A Notes (other than the Class A1 Notes prior to the
                                 Class A1 Note Scheduled Maturity Date) earlier or later than
                                 would otherwise have been the case or may not receive
                                 repayments of principal at all.

                                 Other factors which could result in early repayment of principal
                                 to Class A Noteholders include:

                                 (a)     (in the case of the Class A2 Notes) exercise of the Call
                                         Option on a Call Option Date; or

                                 (b)     (in the case of the Class A1 Notes and the Class A2
                                         Notes) receipt of proceeds of enforcement of the Deed
                                         of Charge prior to the Final Maturity Date of the Class
                                         A Notes.

Losses and delinquent            If borrowers fail to make payments of interest and principal
payments on the Purchased        under the Purchased Housing Loans when due and the credit
Housing Loans may affect the     enhancement described in this Offering Circular is not enough to
return on your Class A Notes     protect the Class A Notes from the borrowers’ failure to pay,
                                 then the Trustee may not have enough funds to make full
                                 payments of interest and principal due on the Class A Notes.

                                 Consequently, the yield on the Class A Notes could be lower
                                 than you expect and you could suffer losses.

Enforcement of the Purchased     Substantial delays could be encountered in connection with the
Housing Loans may cause          liquidation of a Purchased Housing Loan, which may lead to
delays in payment and losses     shortfalls in payments to a Class A Noteholder to the extent
                                 those shortfalls are not covered by a mortgage insurance policy.

                                 If the proceeds of the sale of a mortgaged property, net of
                                 preservation and liquidation expenses, are less than the amount
                                 due under the related Purchased Housing Loan, the Trustee may
                                 not have enough funds to make full payments of interest and
                                 principal due to a Class A Noteholder, unless the difference is
                                 covered under a mortgage insurance policy.

Redraw drawings will be paid     Unreimbursed Redraws will rank ahead of the Class A Notes
before principal on your Class   with respect to payment of principal prior to the occurrence of
A Notes                          an Event of Default and enforcement of the Deed of Charge, and
                                 a Class A Noteholder may not receive full repayment of
                                 principal on the Class A Notes.




                                                                                             53
The Class B Notes and Class C   The amount of credit enhancement provided through the
Notes provide only limited      subordination of the Class B Notes and Class C Notes to the
protection against losses       Class A Notes is limited and could be depleted prior to the
                                payment in full of the Class A Notes. If the aggregate Invested
                                Amount of the Class B Notes and Class C Notes is reduced to
                                zero, Class A Noteholders may suffer losses on the Class A
                                Notes.

A limited number of Purchased   Mortgage insurance policies cover approximately 15.43% of the
Housing Loans have mortgage     Purchased Housing Loan pool (by loan balance as of the Cut-Off
insurance policies, and those   Date). The mortgage insurance policies are subject to some
mortgage insurance policies     exclusions from coverage and rights of termination which are
may not be available to cover   described in “The Mortgage Insurance Policies”. Furthermore,
losses on the applicable        QBE Lender’s Mortgage Insurance Limited is acting as a
Purchased Housing Loans         mortgage insurance provider with respect to approximately
                                1.14% of the Purchased Housing Loan pool (by loan balance as
                                of the Cut-Off Date) and Genworth Financial Mortgage
                                Insurance Pty Ltd is acting as a mortgage insurance provider
                                with respect to approximately 14.29% of the Purchased Housing
                                Loan pool (by loan balance as of the Cut-Off Date). The
                                availability of funds under these mortgage insurance policies
                                will ultimately be dependent on the financial strength of these
                                entities. Therefore, a borrower’s payments that are expected to
                                be covered by the mortgage insurance policies may not be
                                covered because of these exclusions or because of financial
                                difficulties impeding the mortgage insurer’s ability to perform
                                its obligations. In addition, if a Purchased Housing Loan does
                                not have a mortgage insurance policy, payments that would
                                otherwise be covered if the Purchased Housing Loan had
                                mortgage insurance will not be covered. If such circumstances
                                arise the Trustee may not have enough money to make timely
                                and full payments of principal and interest on the Class A Notes.

You may not be able to resell   The Lead Managers are not required to assist the Class A
your Class A Notes              Noteholders in reselling the Class A Notes. There is currently
                                no secondary market for the Class A Notes. A secondary market
                                for the Class A Notes may not develop. If a secondary market
                                does develop, it might not continue or might not be sufficiently
                                liquid to allow the Class A Noteholders to resell any of the Class
                                A Notes readily or at the price the Class A Noteholders desire.
                                The market value of the Class A Notes is likely to fluctuate,
                                which could result in significant losses to the Class A
                                Noteholders.

                                The Class A Notes have not been, and will not be, registered
                                under the Securities Act of 1933, as amended, or qualified under
                                any state securities laws. The Class A Notes may not be offered
                                or sold except (in the case of Class A1 Notes) to QIBs under
                                Rule 144A under the Securities Act or (in the case of Class A1
                                Notes and Class A2 Notes) in an offshore transaction in
                                compliance with Regulation S under the Securities Act of 1933,
                                as amended. See “Notice to Investors-Transfer Restrictions”.
                                As a result of these restrictions on transfer, there can be no
                                assurance that a meaningful secondary market for the Class A
                                Notes will develop or, if a secondary market does develop with


                                                                                              54
                                   respect to the Class A Notes, that it will provide the Class A
                                   Noteholders with liquidity of investment or that it will continue
                                   for the life of the Class A Notes.

The termination of any of the      The Trustee will exchange the interest payments from the fixed-
swap agreements may subject        rate Purchased Housing Loans for variable-rate payments, on a
you to losses from interest rate   monthly basis, based upon the Bank Bill Rate plus a margin. If
or currency fluctuations           the Fixed Rate Swap is terminated or the Fixed Rate Swap
                                   Provider fails to perform its obligations, the Class A
                                   Noteholders will be exposed to the risk that the floating rate of
                                   interest payable on the Class A Notes will be greater than the
                                   fixed-rate set by the Servicer on the fixed-rate Purchased
                                   Housing Loans, which may lead to the Trustee having
                                   insufficient funds to pay interest on the Class A Notes.

                                   The Trustee will exchange the interest payments from the
                                   variable-rate Purchased Housing Loans for variable-rate
                                   payments, on a monthly basis, based upon the Bank Bill Rate
                                   plus a margin. If the Basis Swap is terminated, the Manager will
                                   direct the Servicer to set the interest rate on the variable-rate
                                   Purchased Housing Loans at a rate high enough to cover the
                                   payments owed by the Trustee. If the rates on the variable-rate
                                   Purchased Housing Loans are set above the market interest rate
                                   for similar variable-rate Purchased Housing Loans, the affected
                                   borrowers will have an incentive to refinance their loans with
                                   another institution, which may lead to higher rates of principal
                                   prepayment than the Class A Noteholders initially expected,
                                   which will affect the yield on the Class A Notes.

                                   The Trustee will receive payments from the borrowers on the
                                   Purchased Housing Loans and under the Fixed Rate Swap and
                                   the Basis Swap in Australian Dollars (calculated, in the case of
                                   payments under the Fixed Rate Swap and the Basis Swap, by
                                   reference to the Bank Bill Rate) and make payments to Class A1
                                   Noteholders in US Dollars (calculated, in the case of payments
                                   of interest, by reference to USD LIBOR).

                                   Under the Currency Swap, the Currency Swap Provider will
                                   exchange Australian Dollar obligations for US Dollars, and in
                                   the case of interest, amounts calculated by reference to the Bank
                                   Bill Rate for amounts calculated by reference to USD LIBOR.
                                   If the Currency Swap Provider fails to perform its obligations or
                                   if the Currency Swap is terminated, the Class A1 Noteholders
                                   will be exposed to the risk that the Trustee will not be able to
                                   enter into a replacement Currency Swap prior to the next
                                   Payment Date and accordingly may not be able to make US
                                   Dollar payments on the Class A1 Notes when due. Pursuant to
                                   the Currency Swap, the Trustee pays amounts in respect of
                                   interest on the Class A1 Notes (plus amounts in respect of
                                   principal on the Class A1 Notes, but only after the Class A1
                                   Note Scheduled Maturity Date) due to the Currency Swap
                                   Provider on a monthly basis on each Payment Date. In return,
                                   the Currency Swap Provider pays amounts in respect of interest
                                   on the Class A1 Notes (plus amounts in respect of principal on
                                   the Class A1 Notes, but only after the Class A1 Note Scheduled


                                                                                                55
Maturity Date) due to the Trustee on a quarterly basis on each
Quarterly Payment Date (such amounts being paid, at the
direction of the Trustee, to the Principal Paying Agent for
distribution to the Class A1 Noteholders). Accordingly, Class
A1 Noteholders will be exposed to the risk that if the Currency
Swap Provider fails, or is unable, to perform its payment
obligations on a Quarterly Payment Date, the Trustee may not
be able to recover the payments made by it to the Currency
Swap Provider on the two immediately preceding Payment
Dates, which would result in less funds being available to make
payments of interest (plus payments of principal, but only after
the Class A1 Note Scheduled Maturity Date) in respect of the
Class A1 Notes for a Quarterly Payment Date.

If the Fixed Rate Swap, the Basis Swap or the Currency Swap
terminates before its scheduled termination date, a termination
payment by either the Trustee or the Fixed Rate Swap Provider,
the Basis Swap Provider or the Currency Swap Provider (as
applicable) may be payable. A termination payment could be
substantial. Prior to an Event of Default and enforcement of the
Deed of Charge, any termination payment owing by the Trustee
to the Fixed Rate Swap Provider, the Basis Swap Provider or the
Currency Swap Provider (as applicable) will be payable out of
the Series Assets of the Series and will have a higher priority
than payments of interest on the Class A Notes, unless:

(a)     the swap is terminated following a default by, or
        termination event relating to, the Fixed Rate Swap
        Provider, the Basis Swap Provider or the Currency
        Swap Provider (as applicable) under the relevant swap;
        or

(b)     (in the case of the Fixed Rate Swap) the Trustee has not
        received the corresponding amount under the Purchased
        Housing Loan, the prepayment of which gave rise to the
        termination of the Fixed Rate Swap.

Therefore, if the Trustee makes a termination payment in these
circumstances, there may not be sufficient funds remaining to
pay interest on the Class A Notes on the next Payment Date or
Quarterly Payment Date (as applicable), and the principal on the
Class A Notes may not be repaid in full.

The occurrence of an Event of Default and subsequent
enforcement of the Deed of Charge will constitute an additional
termination event under the Currency Swap which then entitles
the Currency Swap Provider to terminate the Currency Swap. In
that case, the Security Trustee will exchange Australian Dollars
for US Dollars in the spot foreign exchange market to make
payments of interest and principal payable on the Class A1
Notes. This may result in an allocation of Australian Dollars in
respect of amounts payable on the Class A1 Notes producing,
upon conversion to US Dollars at the rate of exchange at which
US Dollars are able to be acquired in the spot foreign exchange
market, a lesser amount of US Dollars than would otherwise be


                                                            56
                                  the case if payments were made under the Currency Swap,
                                  which would result in less funds being available to make
                                  payments in respect of the Class A1 Notes.

Prepayments during a              If a prepayment is received on a Purchased Housing Loan during
collection period may result in   a collection period, interest on the Purchased Housing Loan will
you not receiving your full       cease to accrue on that portion of the Purchased Housing Loan
interest payments                 that has been prepaid, starting on the date of prepayment. The
                                  amount prepaid will be invested in investments that may earn a
                                  rate of interest lower than that paid on the Purchased Housing
                                  Loan. If it is less, the Trustee may not have sufficient funds to
                                  allocate or pay, as applicable, the full amount of interest due to
                                  the Class A Noteholders on the next Payment Date or Quarterly
                                  Payment Date (as applicable).

Payment holidays may result in    If a borrower prepays principal on his or her Purchased Housing
you not receiving your full       Loan, the borrower is not required to make any payments,
interest payments                 including interest payments, until the outstanding principal
                                  balance of the Purchased Housing Loan plus unpaid interest
                                  equals the scheduled principal balance. If a significant number
                                  of borrowers take advantage of this feature at the same time and
                                  Principal Draws do not provide enough funds to cover the
                                  interest payments on the Purchased Housing Loans that are not
                                  received, the Trustee may not have sufficient funds to allocate or
                                  pay, as applicable, the full amount of interest due on the Class A
                                  Notes on the next Payment Date or Quarterly Payment Date (as
                                  applicable).

The proceeds from the             If the Security Trustee enforces the Deed of Charge over the
enforcement of the deed of        Series Assets of the Series after an Event of Default, there is no
charge may be insufficient to     assurance that the market value of the Series Assets of the Series
pay amounts due to you            will be equal to or greater than the outstanding principal and
                                  interest due on the Class A Notes, or that the Security Trustee
                                  will be able to realize the full value of the Series Assets of the
                                  Series. The Trustee, the Security Trustee, the Note Trustee, the
                                  Agents, the Swap Providers and Liquidity Facility Provider will
                                  generally be entitled to receive the proceeds of any sale of the
                                  Series Assets of the Series, to the extent they are owed fees and
                                  expenses, before the Class A Noteholders.

                                  Consequently, the proceeds from the sale of the Series Assets of
                                  the Series after an Event of Default may be insufficient to pay
                                  principal and interest due on the Class A Notes in full.

                                  None of the Security Trustee or the Trustee will have any
                                  liability to the Class A Noteholders in respect of such
                                  insufficiency, except in the limited circumstances described in
                                  the Master Trust Deed, Master Security Trust Deed and Deed of
                                  Charge.




                                                                                                57
If the Manager directs the          If the Manager directs the Trustee to redeem the Notes earlier
Trustee to redeem the Class A       than the Final Maturity Date as described in “Description of the
Notes, you could suffer losses      Notes - Call Option” and “Description of the Notes -
and the yield on your Class A       Redemption of the Notes for Taxation or Other Reasons” and
Notes could be lower than           principal charge-offs have occurred, the Noteholders may by
expected                            Extraordinary Resolution consent to receiving an amount equal
                                    to the outstanding Invested Amount of the Notes, less principal
                                    charge-offs, plus accrued interest. As a result, the Class A
                                    Noteholders may not fully recover their investment. In addition,
                                    such early redemption will shorten the average lives of the Class
                                    A Notes and potentially lower the yield on the Class A Notes.

The imposition of a withholding     If a withholding tax is imposed on payments of interest on the
tax will reduce payments to you     Class A Notes, the Class A Noteholders will not be entitled to
and may lead to an early            receive grossed-up amounts to compensate for such withholding
redemption of the Class A           tax. Thus, the Class A Noteholders will receive less interest
Notes                               than is scheduled to be paid on the Class A Notes. If an optional
                                    redemption of the Class A Notes affected by a withholding tax is
                                    exercised, the Class A Noteholders may not be able to reinvest
                                    the redemption payments at a comparable interest rate.

NAB’s ability to set the interest   The interest rates on the variable-rate Purchased Housing Loans
rate on variable-rate Purchased     are not tied to an objective interest rate index, but are set at the
Housing Loans may lead to           sole discretion of NAB. If NAB increases the interest rates on
increased delinquencies or          the variable-rate Purchased Housing Loans, borrowers may be
prepayments                         unable to make their required payments under the Purchased
                                    Housing Loans, and accordingly, may become delinquent or
                                    may default on their payments. In addition, if the interest rates
                                    are raised above market interest rates, borrowers may refinance
                                    their loans with another lender to obtain a lower interest rate.
                                    This could cause higher rates of principal prepayment than the
                                    Class A Noteholders expected and affect the yield on the Class
                                    A Notes.

The features of the Purchased       The features of the Purchased Housing Loans, including their
Housing Loans may change,           interest rates, may be changed by NAB, either on its own
which could affect the timing       initiative or at a borrower’s request. Some of these changes may
and amount of payments to you       include the addition of newly developed features which are not
                                    described in this Offering Circular. As a result of these changes
                                    and borrower payments of principal, the concentration of
                                    Purchased Housing Loans with specific characteristics is likely
                                    to change over time, which may affect the timing and amount of
                                    payments the Class A Noteholders receive.

                                    If NAB changes the features of the Purchased Housing Loans,
                                    borrowers may elect to refinance their loan with another lender
                                    to obtain more favourable features. In addition, the Purchased
                                    Housing Loans included in the Series Assets of the Series are
                                    not permitted to have some features. If a borrower opts to add
                                    one of these features to his or her Purchased Housing Loan, the
                                    Purchased Housing Loan will be removed from the Series.

                                    The refinancing or removal of Purchased Housing Loans could
                                    cause the Class A Noteholders (other than Class A1 Noteholders
                                    prior to the Class A1 Note Scheduled Maturity Date) to


                                                                                                    58
                                   experience higher rates of principal prepayment than expected ,
                                   which will affect the yield on the Class A Notes.

A substantial majority of the      A substantial majority of the Purchased Housing Loans are
Purchased Housing Loans are        seasoned Purchased Housing Loans and were generally
seasoned Purchased Housing         originated in accordance with the underwriting and operations
Loans                              procedures of NAB. The Purchased Housing Loans that are
                                   seasoned may not conform to the current underwriting and
                                   operations procedures or documentation requirements of NAB.

The use of Principal Collections   If Principal Collections or the Liquidity Facility are drawn upon
or a draw upon the Liquidity       to cover shortfalls in interest collections, and there is insufficient
Facility to cover Liquidity        excess interest collections in succeeding monthly collection
Shortfalls may lead to principal   periods to repay those Principal Draws or Liquidity Drawings
losses                             (as the case may be), the Class A Noteholders may not receive
                                   full repayment of principal on the Class A Notes.

Consumer protection laws and       National Consumer Credit Protection Act
codes may affect the timing or
amount of interest or principal    The National Consumer Credit Protection Act (“NCCP Act”),
payments to you                    which includes a new National Credit Code (“Credit Code”),
                                   commenced on 1 July 2010.

                                   The Credit Code applies (with some limited exceptions) to the
                                   Purchased Housing Loans that had previously been regulated
                                   under the Consumer Credit Code and also to all new consumer
                                   loans made after 1 July 2010.

                                   The NCCP Act incorporates a requirement for providers of
                                   credit related services to hold an “Australian credit licence”, and
                                   to comply with “responsible lending” requirements, including a
                                   mandatory “unsuitability assessment” before a loan is made or
                                   there is an agreed increase in the amount of credit under a loan.

                                   Breaches of the Credit Code may lead to civil penalties or
                                   criminal fines being imposed on the Seller for so long as it holds
                                   legal title to the Purchased Housing Loans. If the Trustee
                                   acquires legal title, it will then become primarily responsible for
                                   compliance with the Credit Code, unless it has the benefit of an
                                   exemption available to it.

                                   Under the Credit Code, a borrower in respect of a regulated
                                   Purchased Housing Loan may have the right to apply to a court
                                   to:

                                   (a)     vary their Purchased Housing Loan on the grounds of
                                           hardship or that it is an unjust contract;

                                   (b)     reduce or annul any interest rate payable on the
                                           Purchased Housing Loan which is unconscionable;

                                   (c)     have certain provisions of the Purchased Housing Loan
                                           or Related Security which are in breach of the
                                           legislation declared unenforceable; or




                                                                                                     59
                                  (d)     obtain restitution or compensation from the Trustee in
                                          relation to any breach of the Credit Code.

                                  As a condition of the Servicer holding an Australian credit
                                  licence and the Trustee being able to perform its role, the
                                  Servicer and the Trustee must also allow each borrower to have
                                  access to an external dispute resolution scheme, which has
                                  power to resolve disputes where the amount in dispute is
                                  $500,000 or less.

                                  There is no ability to appeal from an adverse determination by
                                  the external dispute resolution scheme, including, on the basis of
                                  bias, manifest error or want of jurisdiction.

                                  Any order made under any of the above consumer credit laws
                                  may affect the timing or amount of principal repayments under
                                  the relevant Purchased Housing Loans which may in turn affect
                                  the timing or amount of interest and principal payments under
                                  the Class A Notes.

                                  Unfair Terms

                                  On 1 July 2010, the Trade Practices Amendment (Australian
                                  Consumer Law) Act (No.1) 2010 (“UCT Law”) commenced.
                                  The UCT Law introduces a national unfair terms regime
                                  whereby a term of a standard-form consumer contract will be
                                  unfair, and therefore void, if it causes a significant imbalance in
                                  the parties’ rights and obligations under the contract and is not
                                  reasonably necessary to protect the supplier’s legitimate
                                  interests. The UCT Law will apply to a term of the Purchased
                                  Housing Loans to the extent that those contracts are renewed, or
                                  the term is varied, after commencement of the UCT Law.

                                  Also on 1 July 2010, Victoria amended its unfair terms regime
                                  (contained in Part 2B of the Fair Trading Act 1999 (Vic)) to
                                  follow the wording in the Commonwealth’s UCT Law.
                                  Victoria’s unfair terms regime had applied to certain Purchased
                                  Housing Loans since 10 June 2009.

The concentration of Purchased    If the Series Assets of the Series contain a high concentration of
Housing Loans in specific         Purchased Housing Loans secured by properties located within a
geographic areas may increase     single state or region within Australia, any deterioration in the
the possibility of loss on your   real estate values or the economy of any of those states or
Class A Notes                     regions could result in higher rates of delinquencies,
                                  foreclosures and loss than expected on the Purchased Housing
                                  Loans. In addition, these states or regions may experience
                                  natural disasters, which may not be fully insured against and
                                  which may result in property damage and losses on the
                                  Purchased Housing Loans. These events may in turn have a
                                  disproportionate impact on funds available to the Trustee, which
                                  could cause the Class A Noteholder to suffer losses.




                                                                                                 60
Changes of law may impact the        The structure of the transaction and, inter alia, the issue of the
structure of the transaction and     Class A Notes and ratings assigned to the Class A Notes are
the treatment of the Class A         based on Australian law, tax and administrative practice in effect
Notes                                at the date hereof, and having due regard to the expected tax
                                     treatment of all relevant entities under such law and practice.
                                     No assurance can be given that Australian law, tax or
                                     administrative practice will not change after the Closing Date or
                                     that such change will not adversely impact the structure of the
                                     transaction and the treatment of the Class A Notes.

You will not receive physical        The Class A Noteholder’s registered ownership of the Class A
Notes representing your Class        Notes will be registered electronically through DTC or
A Notes, which can cause delays      Austraclear (as applicable). The Class A Noteholders will not
in receiving distributions and       receive physical Class A Notes, except in limited circumstances.
hamper your ability to pledge        The lack of physical certificates could cause the Class A
or resell your Notes                 Noteholders to experience delays in receiving payments on the
                                     Class A Notes because the Principal Paying Agent or the Trustee
                                     (as applicable) will be sending distributions on the Class A
                                     Notes to DTC or Austraclear (as applicable) instead of directly
                                     to the Class A1 Noteholders.

The availability of various          NAB is acting in the capacities of Seller, Servicer, Fixed Rate
support facilities with respect to   Swap Provider, Basis Swap Provider, Currency Swap Provider
payment on the Class A Notes         and Liquidity Facility Provider. In certain circumstances NAB
will ultimately be dependent on      may resign or be removed from acting in such capacities.
the financial                        Accordingly, the availability of these various support facilities
condition of NAB; NAB and its        will ultimately be dependent on the financial strength of NAB
affiliates will be subject to        (or any replacement facility providers).
conflicts of interest
                                     There are however provisions in the Liquidity Facility
                                     Agreement, Fixed Rate Swap and the Currency Swap that
                                     provide for the replacement of NAB in its capacities as Liquidity
                                     Facility Provider, Fixed Rate Swap Provider and Currency Swap
                                     Provider following certain rating agency downgrades and other
                                     events.      If NAB (or any replacement facility provider)
                                     encounters financial difficulties which impede or prohibit the
                                     performance of its obligations under the various support
                                     facilities, the Trustee may not have sufficient funds to timely
                                     pay the full amount of principal and interest due on the Class A
                                     Notes.

                                     Various potential and actual conflicts of interest may arise from
                                     the activities and conduct of NAB and its affiliates.

Anti-Money Laundering and            On 12 December 2006, the Australian Government enacted the
Counter-Terrorism Financing          Anti-Money Laundering and Counter-Terrorism Financing Act
Regime                               (“AML/CTF Act”) which replaces Australian Financial
                                     Transactions Reports Act 1988. The AML/CTF Act makes a
                                     number of significant changes to Australia's anti-money
                                     laundering and counter-terrorism financing regulation.

                                     Under the AML/CTF Act, if an entity has not met its obligations
                                     under the AML/CTF Act, that entity will be prohibited from
                                     providing a designated service which includes:



                                                                                                   61
                                   (a)     opening or providing an account, allowing any
                                           transaction in relation to an account or receiving
                                           instructions to transfer money in and out of the account;

                                   (b)     issuing, dealing, acquiring, disposing of, cancelling or
                                           redeeming a security; and

                                   (c)     exchanging one currency for another.

                                   These obligations will include undertaking customer
                                   identification procedures before a designated service is provided
                                   and receiving information about international and domestic
                                   institutional transfers of funds. Until these obligations have
                                   been met an entity will be prohibited from providing funds or
                                   services to a party or making any payments on behalf of a party.

                                   The obligations placed upon an entity could affect the services
                                   of an entity or the funds it provides and ultimately may result in
                                   a delay or decrease in the amounts received by a Class A
                                   Noteholder.

Losses in excess of the            The amount of credit enhancement provided through the
protection afforded by the         Mortgage Insurance Policies, excess Total Available Income and
Mortgage Insurance Policies,       the subordination of the Class B Notes and Class C Notes to the
excess Total Available Income      Class A Notes is limited and could be depleted prior to the
and the subordination of the       payment in full of the Class A Notes. If the Mortgage Insurance
subordinate class of notes will    Policies do not provide coverage for all losses incurred in
result in losses on the Class A    respect of a Purchased Housing Loan, if there is insufficient
Notes                              excess Total Available Income to make the Trustee whole in
                                   respect of any such losses or if the aggregate Invested Amount
                                   of the Class B Notes and Class C Notes is reduced to zero, the
                                   Class A Noteholders may suffer losses on the Class A Notes.

                                   Prior to the Class A1 Note Scheduled Maturity Date,             no
                                   payments of principal will be made in respect of the Class     A1
                                   Notes and no amounts will be allocated to the Class            A1
                                   Redemption Fund until the aggregate Invested Amount of         the
                                   Class A2 Notes has been reduced to zero.

The Trust will be subject to       See “Australian Tax Matters” below for a summary of certain
Australian tax                     material tax issues.

Collections may not be             If collections during a collection period are insufficient to cover
sufficient to ensure payments of   all fees and expenses (and other prior ranking payments) and the
interest to you                    interest payments due on the Class A Notes on the next Payment
                                   Date or Quarterly Payment Date (as applicable), the Class A
                                   Noteholders may not receive a full payment of interest on that
                                   Payment Date or Quarterly Payment Date (as applicable), which
                                   will reduce the yield on the Class A Notes.




                                                                                                  62
Because scheduled payments          The scheduled payment payable by the borrower on either a
for variable rate Purchased         monthly, bi weekly or weekly basis under the variable rate
Housing Loans are calculated        Purchased Housing Loans is determined once a year in some
annually, such payments may         cases on the basis of the borrower’s interest rate, outstanding
be larger or smaller than           principal balance and loan term and in other cases in accordance
payments calculated on a            with a “reference rate”. The reference rate is generally designed
conventional, level payment         to accelerate the payment of a loan. Thus, notwithstanding the
basis                               remaining term to maturity of the Purchased Housing Loans, the
                                    loans may be paid off more rapidly than if scheduled payments
                                    were calculated on a conventional level payment basis giving
                                    effect to the loan’s interest rate, principal balance and term.

The expiration of fixed rate        The fixed rate Purchased Housing Loans have fixed interest
interest periods may result in      rates that are set for a shorter time period (generally not more
significant repayment increases     than 10 years) than the life of the loan (up to 30 years). At the
and hence increased borrower        end of the fixed rate period, the loan either converts to a variable
defaults                            rate, or can be refixed for a further period, again generally not
                                    for more than 10 years. When the loan converts to a variable
                                    rate or a new fixed rate, prevailing interest rates may result in
                                    the scheduled repayments increasing significantly in comparison
                                    to the repayments required during the fixed rate term just
                                    completed. This may increase the likelihood of borrower
                                    delinquencies, which may cause losses on the Class A Notes.

Because interest accrues on the     Interest accrues on the Purchased Housing Loans on a daily
loans on a simple interest basis,   simple interest basis, i.e., the amount of interest payable each
interest payable may be             weekly, bi weekly or monthly period is based on each daily
reduced if borrowers pay            balance for the period elapsed since interest was last charged to
installments before scheduled       the borrower. Thus, if a borrower pays a fixed instalment before
due dates                           its scheduled due date, the portion of the payment allocable to
                                    interest for the period since the preceding payment was made
                                    may be less than would have been the case had the payment
                                    been made as scheduled.

A borrower’s ability to offset      In the event of the insolvency of the Seller, borrowers may be
may affect the return on your       able to offset their deposits with the Seller against their liability
Class A Notes                       under their Purchased Housing Loans. If this occurs, the Series
                                    Assets of the Series (including the Seller’s deposit of funds for
                                    this risk, if any) might be insufficient to pay principal and
                                    interest due on the Class A Notes in full.

Breach of Representation or         The Seller will make certain representations and warranties to
Warranty                            the Trustee in relation to the Purchased Housing Loans to be
                                    assigned to the Trustee. The Trustee has not investigated or
                                    made any enquiries regarding the accuracy of those
                                    representations and warranties. The Seller has agreed to
                                    repurchase any Purchased Housing Loan in respect of which it is
                                    discovered within the Prescribed Period by the Seller or the
                                    Trustee that any one of the representations and warranties given
                                    by the Seller was materially incorrect and notice of such
                                    discovery is given to the Seller or the Trustee (as applicable) not
                                    later than 5 Business Days prior to the last day of the Prescribed
                                    Period (and the Seller does not remedy the breach to the
                                    satisfaction of the Trustee within 5 Business Days of the Seller
                                    giving or receiving the notice (as applicable)).              If a


                                                                                                     63
                                 representation and warranty was found by the Seller or the
                                 Trustee to be incorrect after the last day on which a notice can
                                 be given, the Seller has agreed to pay damages to the Trustee for
                                 any direct loss incurred by the Trustee as a result. However, the
                                 amount of such loss or costs cannot exceed the principal
                                 outstanding amount plus any accrued but unpaid interest in
                                 respect of the Purchased Housing Loans. Besides these two
                                 remedies, there is no other express remedy available to the
                                 Trustee in respect of a breach of the representations and
                                 warranties given in respect of the Purchased Housing Loans.

Class A1 Note redemption at      Prior to the Class A1 Note Scheduled Maturity Date, no
the Class A1 Note Scheduled      payments of principal will be made in respect of the Class A1
Maturity Date                    Notes and no amounts will be allocated to the Class A1
                                 Redemption Fund until the aggregate Invested Amount of the
                                 Class A2 Notes has been reduced to zero. Accordingly, if the
                                 balance of the Class A1 Redemption Fund is zero on the Class
                                 A1 Note Scheduled Maturity Date, the only source of funds for
                                 the repayment of the aggregate Invested Amount of the Class A1
                                 Notes on the Class A1 Note Scheduled Maturity Date will be the
                                 proceeds of the issue of Class A1-R Notes on that day.

                                 The Manager has agreed to use its reasonable endeavours to
                                 arrange, on behalf of the Trustee, for the marketing of the
                                 issuance of the Class A1-R Notes to repay the aggregate
                                 Invested Amount of the Class A1 Notes on the Class A1 Note
                                 Scheduled Maturity Date (and on each subsequent Quarterly
                                 Payment Date to the extent Class A1 Notes remain outstanding
                                 on such dates).

                                 If the balance in the Class A1 Note Redemption Fund plus the
                                 proceeds (if any) from the issuance of the Class A1-R Notes is
                                 insufficient to repay the aggregate Invested Amount of the Class
                                 A1 Notes in full on the Class A1 Note Scheduled Maturity Date,
                                 the Class A1 Noteholders will be exposed to the risk that the
                                 Trustee will not have sufficient funds to repay the aggregate
                                 Invested Amount of the Class A1 Notes on the Class A1 Note
                                 Scheduled Maturity Date or on any subsequent Quarterly
                                 Payment Date.

                                 There is no assurance that Class A1-R Notes will be able to be
                                 issued on the Class A1 Note Scheduled Maturity Date or on any
                                 Quarterly Payment Date after the Class A1 Note Scheduled
                                 Maturity Date.

EU regulatory initiatives        In Europe, the U.S. and elsewhere there is increased political
may result in increased          and regulatory scrutiny of the asset-backed securities industry.
regulatory capital               This has resulted in a raft of measures for increased regulation
requirements and/or              which are currently at various stages of implementation and
                                 which may have an adverse impact on the regulatory capital
decreased liquidity in respect
                                 charge to certain investors in securitisation exposures and/or the
of the Notes                     incentives for certain investors to hold asset-backed securities,
                                 and may thereby affect the liquidity of such securities. Investors
                                 in the Class A Notes are responsible for analysing their own
                                 regulatory position and none of the Trustee, the Lead Managers,


                                                                                               64
the Manager or NAB makes any representation to any
prospective investor or purchaser of the Class A Notes regarding
the regulatory capital treatment of their investment on the
Closing Date or at any time in the future.

In particular, investors should be aware of Article 122a of the
European Union Directive 2006/48/EC (as implemented by the
Member States of the European Economic Area (“EEA”) (the
“CRD”), which applies, in general, to securitisations issued after
31 December 2010. Article 122a restricts an EEA regulated
credit institution and its consolidated group affiliates (each, an
“Affected Investor”) from investing in a securitisation (as
defined by the CRD) unless the originator, sponsor or original
lender in respect of that securitisation has explicitly disclosed to
the Affected Investor that it will retain, on an ongoing basis, a
net economic interest of at least 5 per cent in that securitisation
in the manner contemplated by Article 122a.

Article 122a also requires an Affected Investor to be able to
demonstrate that it has undertaken certain due diligence in
respect of, amongst other things, the notes it has acquired and
the underlying exposures, and that procedures have been
established for monitoring the performance of the underlying
exposures on an on-going basis. Failure to comply with one or
more of the requirements set out in Article 122a may result in
the imposition of a penal capital charge with respect to the
investment made in the securitisation by the relevant Affected
Investor.

Article 122a applies in respect of the Class A Notes so Affected
Investors should make themselves aware of the requirements of
Article 122a (and any implementing rules in relation to a
relevant jurisdiction) in addition to any other regulatory
requirements applicable to them with respect to their investment
in the Class A Notes.

There remains considerable uncertainty with respect to Article
122a and it is not clear what will be required to demonstrate
compliance to national regulators. Affected Investors who are
uncertain as to the requirements that will need to be complied
with in order to avoid the additional regulatory charges for non-
compliance with Article 122a and any implementing rules in a
relevant jurisdiction should seek guidance from their regulator.
Similar requirements to those set out in Article 122a are
expected to be implemented for other EU regulated investors
(such as certain types of investment fund managers, insurance
and reinsurance undertakings) in the future.

Article 122a of CRD and any other changes to the regulation or
regulatory treatment of the Class A Notes for some or all
investors may negatively impact the regulatory position of
certain individual investors and, in addition, have a negative
impact on the price and liquidity of the Class A Notes in the
secondary market.



                                                                65
Global financial regulatory       Changes in the global financial regulation or regulatory
reforms may have a negative       treatment of asset-backed securities may negatively impact
impact on the Class A Notes or    the regulatory position of affected investors and have an
a significant impact on NAB’s     adverse impact on the value and liquidity of asset-backed
National RMBS Trust               securities such as the Class A Notes. You should consult
Programme, the Trust, the         with your own legal and investment advisors regarding the
Manager or NAB                    potential impact on you and the related compliance issues.

                                  No assurance can be given that any regulatory reforms will
                                  not have a significant impact on the National RMBS Trust
                                  Programme or on the regulation of the Trust, the Manager or
                                  NAB.

Financial regulatory reforms in   In response to the financial crisis, the U.S. Congress passed,
the United States could have a    and on 21 July 2010, the Dodd-Frank Wall Street Reform and
significant impact on NAB’s       Consumer Protection Act (the “Dodd-Frank Act”) was
National RMBS Trust               signed into law in the United States. The Dodd-Frank Act
Programme, the Trust, the         makes sweeping changes to the regulation of financial
Manager or NAB                    institutions generally and in connection with their asset-
                                  backed securitisation businesses. The Dodd-Frank Act
                                  requires the creation of new U.S. federal regulatory agencies,
                                  provides for enhanced regulation of derivatives and
                                  mortgage-backed securities offerings, imposes restrictions on
                                  executive compensation and requires enhanced oversight of
                                  credit rating agencies. More directly, the Dodd-Frank Act
                                  requires various federal agencies to jointly promulgate
                                  regulations governing credit risk retention by the transaction
                                  “securitizer” and/or “originator” with respect to residential
                                  mortgage securitisation transactions. The SEC is charged
                                  with issuing new rules governing disclosure and due diligence
                                  in respect of asset-backed securities transactions.

                                  The impact of the Dodd-Frank Act will depend significantly
                                  upon the content and implementation of the rules and
                                  regulations issued on its mandate. It is not yet clear how the
                                  Dodd-Frank Act and the rules and regulations implemented
                                  thereunder will impact the mortgage-backed securities market
                                  and residential mortgage lending generally, and the Trust, the
                                  Manager, NAB and their respective businesses and assets
                                  specifically. No assurance can be given that the new
                                  regulations will not have an adverse impact on these entities
                                  or the value or marketability of the Class A Notes. In
                                  particular, because certain rules relating to asset-backed
                                  securities have not yet been implemented or become effective
                                  and are not directly applicable to the Class A Notes, the Class
                                  A Notes may be less marketable than those that are offered in
                                  compliance with the final rules.

                                  In April 2010, the SEC released proposed rules that, if
                                  adopted, would substantially revise Regulation AB and other
                                  rules governing the offering process, disclosure and reporting
                                  for asset-backed securities issued in registered and certain
                                  unregistered transactions. It is not clear when or whether the


                                                                                             66
                             proposed revisions to Regulation AB will be adopted, how
                             those standards will be implemented, and to what extent the
                             Trust, the Manager or NAB will be affected. No assurance
                             can be given that the new standards will not have an adverse
                             impact on the Trust, the Manager or NAB or on the value or
                             marketability of the Class A Notes.

Personal Property Security   A new personal property securities regime will shortly
regime                       commence operation throughout Australia. The Personal
                             Property Securities Act 2009 (“PPSA”) establishes a national
                             system for the registration of security interests in personal
                             property, together with new rules for the creation, priority and
                             enforcement of security interests in personal property. The
                             PPSA commenced on 15 December 2009, but is not proposed to
                             have operational effect until 1 February 2012 (or such earlier
                             date as may be specified by the Australian government), with a
                             two year transitional period beginning then (“PPSA Start
                             Date”). Once the PPSA starts to apply, it will have a
                             retrospective effect on security interests and security
                             agreements arising before that time by operation of the
                             transitional provisions. The issue is relevant to this transaction
                             because it will transition though the PPSA Start Date. A person
                             who holds a security interest under the PPSA may need to take
                             additional steps under the PPSA to maintain the effectiveness or
                             priority of its security interest.

                             Security interests for the purposes of the PPSA include
                             traditional securities such as charges and mortgages over
                             personal property. However, they also include transactions that
                             in substance, secure payment or performance of an obligation
                             but may not currently be legally classified as securities. Further,
                             certain other interests are deemed to be security interests
                             whether or not they secure payment or performance of an
                             obligation - these deemed security interests include assignments
                             of receivables.

                             A person who holds a security interest under the PPSA will
                             need to register (or otherwise perfect) the security interest to
                             ensure that the security interest has priority over competing
                             interests (and in some cases, to ensure that the security interest
                             survives the insolvency of the grantor). If they do not do so:

                             (a)    another security interest may take priority;

                             (b)     another person may acquire an interest in the assets
                                     which are subject to the security interest free of their
                                     security interest; and

                             (c)     they may not be able to enforce the security interest
                                     against a grantor who becomes insolvent.

                             The transitional provisions provide that security interests
                             registered on certain existing registers will be migrated to the
                             PPSA register (for example, charges registered on the ASIC
                             Register of Company Charges). Security interests which will


                                                                                            67
                                 not be migrated, or which are not currently registered on any
                                 existing registers, will need to be registered on the PPSA
                                 register (or otherwise perfected) before the end of the two year
                                 transitional period to preserve priority. This means that
                                 transactions which are not regarded as securities under current
                                 law but may be security interests under the PPSA, either
                                 because they are “in substance” security interests or deemed
                                 security interests, will need to be registered. The transaction
                                 documents may contain one or more such security interests.

                                 The transitional provisions are intended to ensure that
                                 transitional security interests which will be migrated from
                                 existing registers retain the priority they had prior to migration.
                                 They are also designed to give holders of existing security
                                 interests which are not currently registered on any existing
                                 registers two years to perfect them by registration by deeming
                                 them to be perfected for that period. However, there are various
                                 other rules in the PPSA which will apply from the PPSA Start
                                 Date and which mean that despite the purported protection of
                                 the transitional provisions, the PPSA may result in different
                                 priority outcomes in certain circumstances unless the holders of
                                 these security interests take additional steps to protect their
                                 security interests including registering pre-commencement
                                 security interests as soon as possible after the PPSA Start Date
                                 and not waiting until later in the transitional period.

                                 There is uncertainty on aspects of the implementation of the
                                 PPSA regime because:

                                 (a)     The legislative and regulatory framework for
                                         implementing the new scheme is not necessarily
                                         finalised. While the PPSA has been passed, it is
                                         possible that further amendments could be made to the
                                         PPSA and other legislation.

                                 (b)    The PPSA significantly alters the law relating to secured
                                        transactions. There are issues and ambiguities in respect
                                        of which a market view or practice will evolve over
                                        time.

The Manager is responsible for   Except in respect of certain limited information, the Manager
this Offering Circular           takes responsibility for the Offering Circular, not the Trustee.
                                 As a result, in the event that a person suffers loss due to any
                                 information contained in this Offering Circular being inaccurate
                                 or misleading, or omitting a material matter or thing, that person
                                 will not have recourse to the Trustee or the Series Assets of the
                                 Series.

Reinvestment risk on payments    If a prepayment is received on a Purchased Housing Loan
received during a Collection     during a Collection Period, then to the extent it is not applied
Period                           towards funding Redraws where permitted at any time, then
                                 interest will cease to accrue on that part of the Purchased
                                 Housing Loan prepaid from the date of the prepayment. The
                                 amount repaid will be deposited into the Collection Account or
                                 invested in Authorised Investments and may earn interest at a


                                                                                                68
                               rate less than the then current rate on the Purchased Housing
                               Loans. Accordingly, this would result in less funds being
                               available to make payments of interest on the Class A Notes.

Nature of security             Under the Deed of Charge, the Trustee grants a first ranking
                               fixed and floating charge over all the Series Assets of the Series
                               in favour of the Security Trustee to secure the payment of
                               moneys owing to the Secured Creditors (including, among
                               others, the Class A Noteholders).

                               Unlike fixed securities, floating charges do not attach to specific
                               assets but instead “float” over a class of assets which may
                               change from time to time, allowing the chargor to deal with
                               those assets and to give third parties title to those assets free
                               from any encumbrance. The Deed of Charge provides that the
                               Trustee may not deal with the Series Assets of the Series subject
                               to the floating charge, except in the ordinary course of its
                               business.

                               The floating charge created by the Deed of Charge may
                               “crystallise” and become a fixed charge over the Series Assets
                               of the Series at the time of crystallisation. Crystallisation will
                               occur automatically following the occurrence of an Event of
                               Default or immediately prior to a breach by the Trustee of the
                               negative pledge covenants.

Turbulence in the financial    Market and economic conditions during the past several years
markets and economy may        have caused significant disruption in the credit markets.
adversely affect the           Increased market uncertainty and instability in both Australian
performance and market value   and international capital and credit markets, combined with
of the Class A Notes           declines in business and consumer confidence and increased
                               unemployment, have contributed to volatility in domestic and
                               international markets and may negatively affect the Australian
                               housing market.

                               Such disruptions in markets and credit conditions have had (in
                               some cases), and may continue to have, the effect of depressing
                               the market values of residential mortgage-backed securities, and
                               reducing the liquidity of residential mortgage-backed securities
                               generally.

                               These factors may adversely affect the performance,
                               marketability and overall market value of the Class A Notes.




                                                                                              69
                                          Capitalized Terms


The capitalized terms used in this Offering Circular, unless defined elsewhere in this Offering
Circular, have the meanings set forth in the Glossary starting on page 184.

                                       US Dollar Presentation


In this Offering Circular, references to “US Dollars” and “US$” are references to U.S. currency and
references to “Australian Dollars” and “A$” are references to Australian currency. Unless otherwise
stated in this Offering Circular, any translations of Australian Dollars into US Dollars have been made
at a rate of US$1.0275 = A$1.00. Use of such rate is not a representation that Australian Dollar
amounts actually represent such US Dollar amounts or could be converted into US Dollars at that rate.

                                     Description of the Trustees

The Trustee

Overview

Perpetual Trustee Company Limited was incorporated on September 28, 1886 as Perpetual Trustee
Company (Limited) under the Companies Statute of New South Wales as a public company. The
name was changed to Perpetual Trustee Company Limited on 14 December 1971 and it now operates
as a limited liability company under the Corporations Act. The Australian Business Number of
Perpetual Trustee Company Limited is 42 000 001 007. Its registered office is at Level 12, Angel
Place, 123 Pitt Street, Sydney, NSW 2000, Australia and its telephone number is +61 2 9229 9000.

Perpetual Trustee Company Limited has 4,000,000 ordinary shares on issue with a paid amount of
A$1.00 and 4,000,000 $1.00 ordinary shares on issue with a paid amount of A$0.01. The shares are
held by Perpetual Limited. Perpetual Trustee Company Limited is a wholly owned subsidiary of
Perpetual Limited which is a publicly owned company listed on the Australian Securities Exchange.
The principal activities of Perpetual Trustee Company Limited are the provision of trustee and other
commercial services. Perpetual Trustee Company Limited is an authorized trustee corporation and
holds an Australian Financial Services License under Part 7.6 of the Corporations Act (Australian
Financial Services License No. 236643).

Perpetual Trustee Company Limited and its related companies provide a range of services including
custodial and administrative arrangements to the funds management, superannuation, property,
infrastructure and capital markets sectors and has prior experience serving as a trustee for asset-backed
securities transactions involving residential mortgage loans. As at 31 December 2010, Perpetual
Trustee Company Limited and its related companies had in excess of A$209.4 billion under
administration.

Directors

The directors of Perpetual Trustee Company Limited are as follows:

        Name                            Business Address               Principal Activities

        Roger Burrows                   Level 12, Angel Place          Director
                                        123 Pitt St
                                        Sydney NSW 2000
                                        Australia




                                                                                                     70
        Geoff Lloyd                     as above                     Director

        Ivan Holyman                    as above                     Director

        Chris Green                     as above                     Director


See “Description of the Transaction Documents - Master Trust Deed” for a more detailed description
of the role of the Trustee.

The Security Trustee

Overview

P.T. Limited is a limited liability company under the Corporations Act. The Australian Business
Number of P. T. Limited is 67 004 454 666. Its registered office is at Level 12, Angel Place, 123 Pitt
Street, Sydney, NSW 2000, Australia and its telephone number is +61 2 9229 9000.

P.T. Limited is a related body corporate of Perpetual Trustee Company Limited and Perpetual
Limited.

The principal activities of P.T. Limited are the provision of security trustee and other commercial
services. P.T. Limited has prior experience serving as a security trustee for asset-backed securities
transactions involving residential mortgage loans.

Perpetual Trustee Company Limited has obtained an Australian Financial Services Licence under
Party 7.6 of the Corporations Act. Perpetual Trustee Company Limited has appointed P.T. Limited as
its authorised representative under that licence.

Directors

The directors of P.T. Limited are as follows:

Name                               Business Address                  Principal Activities
Roger Burrows                      Level 12                          Director
                                   Angel Place
                                   123 Pitt St
                                   Sydney NSW 2000
                                   Australia
Ivan Holyman                       Level 12                          Director
                                   Angel Place
                                   123 Pitt St
                                   Sydney NSW 2000
                                   Australia
Chris Green                        Level 12                          Director
                                   Angel Place
                                   123 Pitt St
                                   Sydney NSW 2000
                                   Australia

See “Description of the Transaction Documents - Deed of Charge and Master Security Trust Deed” for
a more detailed description of the role of the Security Trustee.




                                                                                                  71
Note Trustee

Overview

Deutsche Bank Trust Company Americas is a New York banking corporation. Its corporate trust
office is currently located at 1761 East St. Andrew Place, Santa Ana, California 92705, and its
telephone number is +1 (714) 247-6000.

The principal activities of Deutsche Bank Trust Company Americas are to provide trustee and other
commercial services. Deutsche Bank Trust Company Americas has experience serving as note trustee
for asset-backed securities transactions involving residential mortgage loans.

Deutsche Bank Trust Company Americas is providing the information in the foregoing two paragraphs
at the Manager’s request in order to assist the Manager with the preparation of its disclosure
documents and other communications. Otherwise, Deutsche Bank Trust Company Americas has not
participated in the preparation of such disclosure documents or other communications and assumes no
responsibility for their contents.

See “Description of the Transaction Documents - Note Trust Deed” for a more detailed description of
the role of the Note Trustee.




                                                                                               72
                  Description of National Australia Bank Limited, the Manager
                                  and the Trust Administrator

National Australia Bank Limited

NAB is a public limited company incorporated in the Commonwealth of Australia and it operates
under Australian legislation including the Corporations Act 2001 (Cth). Its registered office is Level 4
(UB4440), 800 Bourke Street, Docklands, Victoria 3008, Australia.

NAB is the holding company for the NAB Group, as well as being the main operating company. As at
the date of this Offering Circular, NAB had four wholly owned main operating subsidiaries: Bank of
New Zealand, MLC Limited, Clydesdale Bank PLC and Great Western Bank. As at 31 March 2011,
NAB Group had total assets of $A689,463 million and shareholder’s equity of $A39,820 million.

The NAB Group is an international financial services group, providing a comprehensive and
integrated range of financial products and services. The principal activities of the NAB Group are
banking services, credit and access card facilities, leasing, housing and general finance, international
banking, investment banking, wealth management, funds management, life insurance, and custodian,
trustee and nominee services.

NAB maintains a website at the address www.nab.com.au and the NAB Group maintains a website at
the address www.nabgroup.com.

The Manager and Trust Administrator

Overview

National Global MBS Manager Pty Ltd is a limited liability company incorporated under the laws of
Australia. Its registered office is at Level 4 (UB4440) 800 Bourke Street, Docklands, VIC 3008,
Australia and its telephone number is +61 3 8634 8219.

The Manager and Trust Administrator is a wholly-owned subsidiary of NAB.

The principal business activity of the Manager and Trust Administrator is the management of
securitisation trusts established under NAB’s RMBS Trust Programme. The Manager and Trust
Administrator does not perform any activities other than as a manager and trust administrator of
securitisation trusts.

Obligations of the Manager and Trust Administrator

See “Description of the Transaction Documents - Management Deed” for details regarding the role of
the Manager.

See “Description of the Transaction Documents - Trust Administration Deed” for details regarding the
role of the Trust Administrator.




                                                                                                    73
                                               The Agents

Overview
Deutsche Bank Trust Company Americas will serve as the Principal Paying Agent, the Class A1 Note
Registrar and the Class A1 Calculation Agent.

See “Description of the Transaction Documents - Agency Agreement” for a more detailed description
of the role of the Agents.
The Manager will serve as the A$ Note Calculation Agent. The A$ Note Calculation Agent must
determine the Interest Rate for the Class A2 Notes for each Interest Period in respect of the Class A2
Notes.

As soon as practicable after determining the Interest Rate for any Class A2 Note, the A$ Note
Calculation Agent must calculate the amount of interest payable on that Class A2 Note for the Interest
Period and notify the Trustee and the Manager of that amount.

Except where there is an obvious error, any determination or calculation by the A$ Note Calculation
Agent is final and binds the Trustee and each Class A2 Noteholder.



                                        Description of the Trust

National Australia Bank Limited Securitisation Trust Programme

NAB established its National RMBS Trust Programme for the purpose of enabling Perpetual Trustee
Company Limited, as trustee of each trust established pursuant to the National RMBS Trust
Programme, to invest in pools of assets originated or purchased from time to time by NAB. The
National RMBS Trust 2011-2 is established in accordance with the Master Trust Deed. The Master
Trust Deed provides for the creation of an unlimited number of trusts and establishes the general
framework under which trusts may be established from time to time. It does not actually establish any
trusts (a trust is created by the execution of a notice of creation of trust in the manner contemplated by
the Master Trust Deed). The National RMBS Trust 2011-2 is separate and distinct from any other
trust established under the Master Trust Deed. The assets of the National RMBS Trust 2011-2 are not
available to meet the liabilities of any other trust and the assets of any other trust are not available to
meet the liabilities of the National RMBS Trust 2011-2.

A summary of the transaction documents is contained below under the heading “Description of the
Transaction Documents” and “Description of the Series Assets of the Series-Transfer and Assignment
of the Purchased Housing Loans”. A summary of the Trustee as the issuing entity is described above
under the heading “Description of the Trustees-Trustee”.

National RMBS Trust 2011-2

Constitution of the Trust

The National RMBS Trust 2011-2 (the “Trust”) was established by the execution of a Notice of
Creation of Trust on 14 September 2011 under the laws of New South Wales, Australia. The Trust is
established as a common law trust. The Trust is not a separate legal person under the laws of New
South Wales, Australia.

The detailed terms of the Trust are set out in the Master Trust Deed, the Notice of Creation of Trust
and the Issue Supplement.

The Trust may only act through the Trustee as trustee of the Trust. Accordingly, references to actions


                                                                                                       74
or obligations of the Trustee refer to such actions or obligations of the Trust.

The Trust will terminate on the earlier of:

(a)       the day before the eightieth anniversary of the date it begins; and

(b)       the date on which the Trust Administrator notifies the Trustee that it is satisfied that the
          Secured Money of the Series has been unconditionally and irrevocably repaid in full.

Purpose of the Trust

The Trust has been established as a special purpose entity for the purpose of:

(a)       acquiring (and disposing of) the Purchased Housing Loans, and acquiring (and disposing of)
          Authorised Investments, in accordance with the Transaction Documents;

(b)       issuing and redeeming the Notes, Participation Units and Residual Units in accordance with
          the Transaction Documents; and

(c)       entering into, performing its obligations and exercising its rights under and taking any action
          contemplated by any of the Transaction Documents.

As at the Closing Date, and prior to the issue of the Notes, the Trust has not commenced operations
and the Trust will, following the Closing Date, undertake no activity other than that contemplated by
the Transaction Documents.

Capital

The beneficial interest in the Trust will be represented by:

(a)       ten Residual Units; and

(b)       one Participation Unit.

The initial holder of the one Participation Unit and the ten Residual Units is NAB.

                              Description of the Series Assets of the Series

Series Segregation

The Master Trust Deed and the Master Security Trust Deed establish the framework under which
“series” may be created in respect of any trust established pursuant to the National RMBS Trust
Programme. An unlimited number of series may be created in respect of any such trust.

The assets of a trust may be allocated to separate “series” in accordance with the terms of the
Master Trust Deed and the Master Security Trust Deed.

A series will comprise the assets allocated to it by the Trustee and the liabilities incurred by the
Trustee in respect of that series (including liabilities under the relevant notes). The liabilities of a
series will be secured against the assets of that series under the relevant deed of charge for that
series. The assets of a series of a trust are not available to meet the liabilities of any other series
of that trust or any other trust.

The series created by the Issue Supplement is known as “Series 2011-2” (the “Series”). The
Series will be the only series created by the Trustee in respect of the Trust.


                                                                                                     75
Series Assets of the Series

The “Series Assets” of the Series will comprise the Trustee’s right, title and interest in the following:

(a)     the Purchased Housing Loans;

(b)     the Related Securities and Mortgage Insurance Policies in respect of the Purchased Housing
        Loans;

(c)     the Collections Account;

(d)     any Authorised Investments acquired by the Trustee; and

(e)     the Trustee’s rights under the Transaction Documents.

The Purchased Housing Loans

The Purchased Housing Loans are secured by registered first ranking mortgages on properties located
in Australia. The Purchased Housing Loans are from the Seller’s residential loan program and have
been originated by the Seller in the ordinary course of its business. The Purchased Housing Loans are
either fixed-rate (but only for a limited period, generally no longer than ten (10) years, with the rate at
the end of such period, either converting to a new fixed-rate for another limited period or converting to
a variable-rate) or variable-rate loans. The mortgaged properties consist of residential owner-occupied
properties and residential investment properties.

Transfer and Assignment of the Purchased Housing Loans

On the Closing Date, the Seller will equitably assign to the Trustee the Purchased Housing Loans.
After the equitable assignment, the Trustee will be entitled to receive collections on such Purchased
Housing Loans.

If a Title Perfection Event occurs, the Trustee may use the irrevocable power of attorney granted by
the Seller in favor of the Trustee to take the actions necessary to protect the Trustee’s interest in, and
legal title to, the Purchased Housing Loans and Related Securities.

Representations, Warranties and Eligibility Criteria

The Seller will represent and warrant that each Purchased Housing Loan equitably assigned by it to the
Trustee on the Closing Date will satisfy the following eligibility criteria (“Eligibility Criteria”) on
the Closing Date:

•       it is due from a Qualifying Obligor;

•       it is repayable in Australian Dollars;

•       it is freely capable of being dealt with by the Seller as contemplated by the Master Sale Deed;

•       the Related Security in respect of the Purchased Housing Loan includes a Mortgage which is
        either:

        •        a first ranking mortgage; or

        •        a second ranking mortgage where:




                                                                                                       76
            •        there are two mortgages over the relevant land securing the Purchased
                     Housing Loan and the Seller is the first mortgagee; and

            •        the first ranking mortgage is also being acquired by the Trustee in respect of
                     the Series;

•   the land subject to a Related Security has erected on it a residential dwelling which is not
    under construction;

•   it is not a Delinquent Housing Loan as at the Cut-Off Date;

•   it is scheduled to mature at least 15 months prior to the Final Maturity Date of the Notes;

•   it and its Related Security comply in all material respects with all applicable laws (including
    the Consumer Credit Code and the National Credit Code where applicable);

•   it and its Related Security have been or will be duly stamped;

•   the terms of the Purchased Housing Loan and Related Security have not been impaired,
    waived, altered or modified in any respect, except by a written instrument forming part of the
    related title documents;

•   it and its Related Security are enforceable in accordance with their terms against the relevant
    Obligor (subject to laws relating to insolvency and creditors’ rights generally);

•   the Seller is the sole legal and beneficial owner of the Purchased Housing Loan and Related
    Security and immediately prior to the assignment of the Purchased Housing Loan and Related
    Security to the Trustee, no Encumbrance exists in relation to its right, title and interests in the
    Purchased Housing Loan and Related Security;

•   the Seller holds all documents necessary to enforce the provisions of, and the security created
    by, the related Purchased Housing Loan and Related Security;

•   as at the Cut-Off Date, the Seller has not received notice from any person that claims to have
    an Encumbrance ranking in priority to or equal with the Purchased Housing Loan or Related
    Security;

•   except if the Purchased Housing Loan is subject to a fixed rate of interest at any time and
    except as may be provided by applicable laws or any Binding Provision, the interest payable
    on the Purchased Housing Loan is not subject to any limitation and no consent, additional
    memoranda or other writing is required from the Obligor to give effect to a change in the
    interest rate payable on the relevant Purchased Housing Loan and any change will be effective
    on notice being given to the Obligor in accordance with the terms of the Purchased Housing
    Loan;

•   the Seller is entitled to assign the Purchased Housing Loan and Related Security upon the
    terms and conditions of the Master Sale Deed and Offer to Sell and no consent to the
    assignment of the Purchased Housing Loan and Related Security or notice of that assignment
    is required to be given by or to any person including, without limitation, any Obligor to effect
    the assignment contemplated by the Master Sale Deed and Offer to Sell (or to the extent that
    any consent is required, such consent will have been obtained immediately prior to the
    assignment of the Purchased Housing Loan and Related Security);




                                                                                                   77
•       the assignment of the Purchased Housing Loan will not be held by a court to constitute a
        transaction at an undervalue, a fraudulent conveyance or a voidable preference under any
        insolvency laws; and

•       if the Purchased Housing Loan is covered by a Mortgage Insurance Policy, that Mortgage
        Insurance Policy is provided by a Mortgage Insurer and provides for 100% cover of principal
        and non-default interest losses in respect of the Purchased Housing Loan subject to the terms
        and conditions of such Mortgage Insurance Policy.

Breach of Representations and Warranties

If the Seller, the Manager or the Trustee becomes aware that any representation or warranty from the
Seller relating to any Purchased Housing Loan meeting the Eligibility Criteria is materially incorrect
when made or taken to be made, it must give such notice with all relevant details to the other and (in
the case of the Seller only) to each Rating Agency within 5 Business Days of becoming aware.

If any such representation or warranty is materially incorrect when made or taken to be made and
notice of this is given to the Seller, the Manager or the Trustee not later than 5 Business Days prior to
120 days after the Closing Date (the “Prescribed Period”), and the Seller does not remedy the breach
(in a manner determined by it) to the satisfaction of the Trustee within 5 Business Days of the Seller or
the Manager giving or receiving the notice (as the case may be) (or any longer period that the Trustee
permits, provided that the period does not extend past the last day of the related Prescribed Period), the
Seller must repurchase that Purchased Housing Loan for a price equal to the outstanding principal
balance of that Purchased Housing Loan plus any accrued but unpaid interest in respect of that
Purchased Housing Loan. On receipt of such payment by the Trustee, the Purchased Housing Loan
and its Related Security will no longer form part of the Series Assets of the Series. The Trustee will,
however, retain all Collections received in connection with that Purchased Housing Loan from the
date of the notice given to the Seller or the Trustee (as the case may be) to the date of the repurchase.

If the breach of a representation or warranty in relation to a Purchased Housing Loan is discovered
after the last day on which notices can be given during the Prescribed Period, then, if the Seller does
not remedy the breach (in a manner determined by it) to the satisfaction of the Trustee within
5 Business Days of the Seller or the Manager giving or receiving the notice (as the case may be) (or
any longer period that the Trustee permits), the Seller must pay damages to the Trustee for any direct
loss suffered by the Trustee as a result. The maximum amount which the Seller is liable to pay is the
principal amount outstanding and any accrued but unpaid interest in respect of the Purchased Housing
Loans at the time of payment of the damages.

Other Features of the Purchased Housing Loans

The Purchased Housing Loans have the following features:

•       Interest is calculated daily and charged monthly in arrears;

•       Payments can be on a monthly, bi-weekly or weekly basis. Payments are made by borrowers
        using a number of different methods, including cash payments at branches, checks and in most
        cases automatic transfer; and

•       They are governed by the laws of the Commonwealth of Australia and one of the following
        Australian States or Territories:

        •        New South Wales;

        •        Victoria;



                                                                                                      78
        •       Western Australia;

        •       Queensland;

        •       South Australia;

        •       Tasmania;

        •       Northern Territory; or

        •       the Australian Capital Territory.

Details of the Purchased Housing Loan Pool

The information in the following tables sets out various details relating to the housing loans to be
offered to the Trustee on the Closing Date. The information is provided as of the close of business on
20 September 2011. All amounts have been rounded to the nearest Australian Dollar. The sum in any
column may not equal the total indicated due to rounding.

These details may not reflect the Purchased Housing Loan pool as of the Closing Date because the
Seller may substitute loans proposed for sale with other eligible housing loans or add additional
eligible housing loans. The Seller may do this if, for example, the loans originally selected are repaid
early.

The Seller will not add, remove or substitute any housing loans prior to the Closing Date if this would
result in a change of more than 5% in any of the characteristics of the pool of housing loans described
in the tables on pages 78 to 81, other than a change in the number of housing loans, the housing loan
pool size or total valuation of the properties, where the change is due to adding or removing housing
loans due to a fluctuation in the A$/US$ exchange rate, unless a revised offering circular is delivered
to prospective investors.




                                                                                                    79
80
81
82
National Australia Bank Limited Residential Loan Program

Origination of the Housing Loans

The Seller originates Australian residential Housing Loans in two ways:

•       through its retail network (“Retail Channel”); and

•       through approved mortgage brokers and financial planners (“Third Party Channel”).

The following discussion summarizes the underwriting standards applicable to the Housing Loans and
describes certain key features and characteristics of the Housing Loans. These standards, features and
characteristics are under regular review and may change from time to time as a result of business,
legislative or regulatory changes.

Where circumstances warrant, given overall consideration of the strength of the application, a Housing
Loan may be made with high level approval where certain elements are outside the Seller’s normal
underwriting criteria.

Underwriting Process

Housing Loans Originated Through NAB’s Retail Channel

Housing Loans produced through NAB’s Retail Channel are considered for origination on the basis of
a rate internally calculated by NAB designed to determine an applicant’s capacity to repay a Housing
Loan. The rate is set at a value that best estimates an average interest rate applicable to Housing Loans
in the foreseeable future. Such rate, however, bears no relationship to the actual interest rate charged
on the Housing Loan. Regardless of the determined rate, applicants must demonstrate the capacity to
repay the Housing Loan and satisfy all other commitments including general living expenses.
Scheduled payments are calculated on the basis of the current interest rate. Applicants must meet
minimum risk-adjusted loan serviceability thresholds, using reliable and regular income sources.
Risk-adjusted thresholds are subject to change from time to time based on applicant income and risk
levels. Reliance is not placed on irregular income (such as over-time or higher duties) to meet fixed
commitments.

Housing Loan proceeds may only be applied for owner occupied, investment or personal purposes
(including consolidation of personal debts), and for the purchase, construction or renovation of a
residential or investment property. Construction loans are not securitized until construction is
completed. Providing a sound history (minimum six (6) months) is held with another financial
institution, NAB’s Retail Channel will consider refinancing debts. The minimum loan amount
available is twenty thousand dollars (A$20,000). There is no maximum amount (subject to security
and capacity to repay).

For Housing Loans, NAB’s Retail Channel lends to a maximum of 95% of the market value of the
property (this was reduced from 100% on 6 January 2009). Lender’s mortgage insurance is mandatory
for all Housing Loans where the loan-to-value ratio is 80% or more with respect to any owner
occupied or investment property, and 70% or more, with respect to certain inner city investment
properties. The insurance provides 100% coverage against loss on the entire Housing Loan. The
minimum term for a Housing Loan is one (1) year. The maximum term for a Housing Loan is thirty
(30) years.

NAB’s Retail Channel takes a first registered mortgage or second registered mortgage only over
suitable residential property as security for a Housing Loan. In certain circumstances, usually when a
borrower is selling one property and buying another and simultaneous property settlements do not
occur, a Housing Loan can be secured for a short period of time by a cash deposit held by NAB. The


                                                                                                     83
relevant borrower must agree in writing to grant NAB a right of set-off against the deposit to secure
repayment of the Housing Loan during this period.

NAB’s Retail Channel determines the market value of the property provided as security by reference
to the current realisable value of the property on a normal sale basis (where both the buyer and Seller
would be willing and legitimate participants).

A valuation is not considered mandatory:

•       when the value of the property is confirmed by sighting a contract of sale no more than 12
        months old or council rates less than 12 months old;

•       with lower loan-to-value ratios and lower customer risk;

•       when a Housing Loan is not originated via a third party who is registered as an “introducer”
        who is paid a one-off commission and it is not a low doc loan; and

•       where the total borrowings do not exceed six hundred and fifty thousand Australian Dollars
        (A$650,000).

When required, valuations are generally undertaken by NAB security inspections officers.

If any doubt exists as to the market value of a property a physical inspection is to be completed by
NAB. For Building in the Course of Erection (“BICOE”) loans, a final internal inspection is
mandatory.

Approximately 61% of amortizing home loans are originated through NAB’s Retail Channel.

Housing Loans Originated Through NAB’s Third Party Channel

NAB also originates Housing Loans through approved mortgage brokers through NAB’s Third Party
Channel. In underwriting the Housing Loans, NAB’s Third Party Channel utilizes an internally
calculated rate in the same manner as NAB’s Retail Channel described above. Again, the rate is set at
a value that best estimates an average interest rate applicable to Housing Loans in the foreseeable
future and bears no relationship to the actual interest rate charged on the Housing Loan. Regardless of
the determined rate, applicants must demonstrate the capacity to repay the Housing Loan and satisfy
all other commitments including general living expenses. Scheduled payments are calculated on the
basis of the current interest rate. Applicants must meet minimum risk-adjusted loan serviceability
thresholds, using reliable and regular income sources. Risk-adjusted thresholds are subject to change
from time to time based on applicant income and risk levels. . Reliance is not placed on irregular
income (such as over-time or higher duties) to meet fixed commitments.

Housing Loan proceeds may only be applied for owner occupied, investment or personal purposes
(including consolidation of personal debts). A Housing Loan may be approved for the purchase,
construction or renovation of a residential or investment property. Construction (i.e., BICOE) loans
are not securitized until construction is completed. Providing a sound history (minimum six (6)
months) is held with another financial institution, NAB’s Third Party Channel is willing to look at
refinancing debts. Any Redraw provided in respect of such a Housing Loan may, however, be used
for business or other purposes.

For Housing Loans, NAB’s Third Party Channel lends to a maximum of 95% of the market value of
the property. Lender’s mortgage insurance is mandatory for all Housing Loans where the loan-to-value
ratio is 80% or more, with respect to any owner occupied or investment property and 70% or more,
with respect to certain inner city investment properties. The insurance provides 100% coverage against



                                                                                                     84
loss on the entire loan. The minimum term for a Housing Loan is one (1) year. The maximum term for
a Housing Loan is thirty (30) years.

NAB’s Third Party Channel takes a first registered mortgage or second registered mortgage only over
suitable residential property as security for a Housing Loan. In certain circumstances, usually when a
borrower is selling one property and buying another and simultaneous property settlements do not
occur, a Housing Loan can be secured for a short period of time by a cash deposit held by NAB. The
relevant borrower must agree in writing to grant NAB a right of set-off against the deposit to secure
repayment of the Housing Loan during this period.

NAB’s Third Party Channel determines the market value of property provided as security by reference
to the current realisable value of the property on a normal sale basis (where both the buyer and Seller
would be willing and legitimate participants).

A valuation is not considered mandatory:

•       when the value of the property is confirmed by sighting a contract of sale or council rates less
        than 12 months old; and

•       when the loan-to-value ratio is less than 70%, in the case of non-owner occupied inner city
        apartments, and 80%, in the case of other properties; and

•       where the total borrowings do not exceed four hundred thousand dollars (A$400,000).

When required, valuations are undertaken by NAB’s Third Party Channel’s own panel of independent
external valuers. In addition, if any doubt exists as to the market value of a property a physical
inspection is to be completed by NAB. For BICOE loans, a final internal inspection is mandatory.

Approximately 17% of amortizing home loans are originated through NAB’s Third Party Channel.

Housing Loans Originated Through NAB’s Business Bank, Private Institutional Wealth and
Corporate Banking & Specialised Business Channels

Approximately 22% of amortizing home loans are originated through NAB’s Business Bank, Private
Institutional Wealth and Corporate Banking & Specialised Business channels.

Credit and Lending Procedures

The following is a summary description of the credit and lending procedures adopted by NAB.

A bank officer is the intermediary for NAB’s Retail Channel home loan customer at all times until the
Housing Loan is underwritten. The bank officer initially reviews with the customer his or her
borrowing needs and credit situation and recommends a product which is not unsuitable for the
customer. The customer completes an application form and the information is input into “Siebel
electronic Consumer Lending” (“eCL”), a customer management tool used by bankers to manage
customer information. eCL links to NAB’s decision tool system, “New Business Strategy Manager”
(“NBSM”). NAB’s Third Party Channel utilizes the same credit and lending processes adopted by
NAB’s Retail Channel. The system “eDecision” is used as the customer management tool for those
Housing Loans originated through the brokers. “eDecision” links to “NBSM”.

The decision tool “NBSM” controls the application process by retrieving existing NAB customers’
data and account performance from relevant source systems, and makes calls to external systems to
capture further information on the customer. nabCalc, an internal NAB system is called to calculate
the customer’s repayments and indicates how much the customer can borrow. Data is also retrieved



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from multiple credit bureaus to understand the performance and activity of loans held and applied for
at other financial institutions.

NBSM contains application risk scorecards and strategies to assess the risk of an application.
Different scorecards and strategies are in place for different segments within the portfolio.
Application risk scorecards are made up of individual characteristics with score values assigned. The
combination of characteristics are added up for the overall application risk score which is a statistical
measure that predicts the probability of the customer defaulting in the following 12 months. A
minimum score threshold is required.

NBSM returns one of three results: accept, decline or refer along with reasons for the decision. If a
decision of “refer” is obtained bankers may exercise their own “Delegated Commitment Authority” to
override the refer decision. If a “decline” result is obtained, these applications may be referred to a
credit manager who is afforded sufficient review authority to review and, where appropriate, override
the “decline” decision.

All NAB home loan applications are subject to underwriting criteria guidelines that are used in
assessing Housing Loans. The criteria are intended as a guide and are used in determining the
suitability of loan applicants. Criteria guidelines include:

•       applicant be a minimum of 18 years of age;
•       legal capacity of the applicant of entering into the loan contract;
•       employment/eligible income sources;
•       satisfactory credit checks;
•       satisfactory savings history/loan repayment history;
•       sound asset/liability position; and
•       capacity to repay the Housing Loan.

It is a requirement that an applicant’s income be verified by pay slips, salary deposits to NAB bank
accounts, recent tax returns or the most recent financial statements for self-employed applicants.

All bank officers involved in assessing/approving Housing Loans have ready, on-line access to
NAB’s lending manuals. Any significant change or review of underwriting policy is updated
immediately and communicated to such officers via a credit bulletin. Other changes or amendments
are forwarded on a periodic basis.

If lender’s mortgage insurance (“LMI”) is required, the bank officer makes all arrangements.

If the Housing Loan is declined, the bank officer has the opportunity to have the application reviewed
a second time by a Credit Manager. Credit Managers are experienced lending officers who have been
given authority to review and approve applications that may be outside bank policy. If the Housing
Loan is still declined, NAB formally advises the customer in writing.

If a Housing Loan in NAB’s Retail Channel is approved (by either eCL or the credit managers), the
application is then transferred for further processing to one of NAB’s centralized lending services
centres. The lending services centre is responsible for preparing the appropriate documentation,
checking that the security is in order, administering settlement, and drawing down the Housing Loans.
Once an application is received at the lending services centre, a title search is ordered and valuation
requested if necessary.

Documentation is then prepared and a copy is forwarded to the customer and a copy to the appropriate
bank officers. The contracts are prepared using a system called “Docwiz” which allows the customer’s
personal and loan details to be entered but prohibits the bank officer from further modifying the
contract from terms previously approved by the lending services centre.



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Customers are encouraged to seek independent legal advice in relation to documentation prior to
closing. Once all documentation is signed, it is returned to the lending services centre for preparation
of the file for settlement.

For Housing Loans in NAB’s Third Party Channel, a regionalized production team is responsible for
preparing the appropriate documents which allows the customer’s personal and loan details to be
entered but prohibits the production officer from further modifying the contract, checking that the
security is in order, drawing down of the Housing Loans, continued loan maintenance and account
control. A valuation is requested if necessary. The loan “letter of offer” is then prepared and is
forwarded to the customer for signing.

Once the documentation is signed and returned, the regionalised production team instructs NAB’s
Third Party Channel’s external law firm to conduct a title search and to prepare the mortgage
documentation.

After settlement has been effected the Housing Loan is drawn down and fees charged. All the
documentation is then filed in a central file room and the title is sent away for stamping and
registration. Once returned from the titles office, it too is filed centrally. Housing loans may be
approved above 95% of the market value of the property (loan-to-value ratio), however, the purpose is
restricted to property purchase, available products are limited and Lender’s mortgage insurance is
mandatory. LMI is mandatory for Housing Loans where the loan-to-value ratio is above 80% with
respect to any owner occupied or investment property, above 70% with respect to certain inner city
investment properties, and above 60% for low doc loans.

NAB utilises 2 insurers for LMI: QBE Lender’s Mortgage Insurance Limited for NAB retail and
Genworth Financial Mortgage Insurance Pty Ltd. A delegated underwriting authority (“DUA”) policy
has been negotiated with NAB’s preferred insurers, which provides NAB with the ability to write
lenders mortgage insurance without prior approval. The DUA agreement is subject to the following
conditions:

•       the home loan must be approved by NAB’s credit scoring system;

•       the loan-to-value ratio must be within thresholds set;

•       a valuation has been completed;


•       the security must be a registered mortgage held over a suitable residential property (less than
        10 hectares), or vacant land (less than 2.2 hectares).

Applications with loan-to-value ratios outside threshold are forwarded for approval on a case by case
basis.

Features and Options; Loan Types

Depending on the loan type, scheduled payments can consist of either principal and interest or interest
only. Interest on the Housing Loans is calculated on a daily “simple” interest basis, and is payable in
advance or in arrears. Scheduled payments on the Housing Loans are made in arrears on a weekly, bi-
weekly or monthly basis. Interest may be paid up to annually in advance on fixed-rate interest-only
Housing Loans.

For variable-rate Housing Loans, prepayments may be made at any time without any prepayment
penalty.



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For fixed-rate Housing Loans, a prepayment penalty is generally charged to the borrower where the
full amount of the fixed-rate Housing Loan is prepaid but may be charged to the borrower in other
circumstances.

Unlike conventional Australian mortgage loans, scheduled payments for many of NAB’s Retail
Channel variable-rate Housing Loans are calculated on the basis of a Reference Rate. The Reference
Rate is not the per annum interest rate applicable to the Housing Loan, but is a rate designed to
produce scheduled payments that reflect the borrower’s preference and capacity to pay the loan. On
each anniversary of the Housing Loan, scheduled payments are generally increased by the difference
between the prevailing loan interest rate and the Reference Rate, provided the Housing Loan rate is
higher than the Reference Rate. For example, if on the first anniversary of a Housing Loan, its interest
rate is 10% per annum and the Reference Rate is 8% per annum, then scheduled payments would
increase by two percent. Thus, if the initial scheduled payment is A$800 per month, then the payment
would increase on the first anniversary to A$816 per month. If the Housing Loan interest rate is equal
to or below the Reference Rate, scheduled payments do not change. Such Reference Rate is agreed to
by NAB and the borrower at the time the Housing Loan is entered into and is set at a rate between a
minimum (currently 5%) and the prevailing interest rate.

While interest on the Housing Loan is calculated daily at the prevailing interest rate, the actual
scheduled payments do not change with changes to interest rates. The only change in required
scheduled payments is as a result of the annual loan review, which may include a reference rate
adjustment, or as a result of a Redraw by the borrower or an agreed variation. See “National Australia
Bank Residential Loan Program-Redraw Housing Loans” below.

With respect to certain Housing Loans, the security pledged to secure the Housing Loan may be
changed at the customer’s request (without the need to write a new Housing Loan or contract). In all
cases, the replacement security must be an approved residential home or, in the limited circumstances
described in this Offering Circular, a cash deposit. Any change in security is at the discretion of NAB.

Certain Housing Loans originated by NAB provide the borrower with the right to convert the variable-
rate at which interest accrues to a fixed-rate, and vice versa. Certain interest-only Housing Loans
provide the borrower with the right to convert the Housing Loan to an amortizing Housing Loan.

In certain cases, exercise of such rights are conditional on the payment of a fee and in other cases, the
right is subject to NAB’s approval.

“Loan Trimmer” and “100% Offset” are product features that enable deposit accounts to be linked to
certain NAB Housing Loan accounts. Loan Trimmer provides customers with the means to offset
interest normally earned on deposits against the interest payable on certain Housing Loans. No interest
is earned on the deposits. Instead, the interest rate that would have otherwise applied to the deposit
account is used to reduce the interest rate charged on the Housing Loan. 100% Offset provides
customers with the means to offset the balance of deposit accounts against the balance of certain
Housing Loans for interest calculation purposes. Interest is only charged on the amount by which the
outstanding principal balance exceeds the balance of the linked deposit account.

Redraw Housing Loans

Certain variable-rate Housing Loans (“Redraw Housing Loans”) provide the borrower with the
ability to draw additional amounts (“Redraws”) under the Housing Loan provided certain criteria are
met. Certain variable-rate Housing Loans provide the Seller with the discretion to allow the borrower
to make redraws in certain circumstances. In the case of Housing Loans originated through NAB’s
Third Party Channel and certain Housing Loans originated through NAB’s Retail Channel, the
aggregate amount that may be advanced at any time is limited to the difference between the current
outstanding principal balance and the scheduled balance at that time (which, in general terms, will be
equal to the amount of principal prepayments previously made by the borrower less the next scheduled


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repayment). With respect to other Housing Loans originated through NAB’s Retail Channel, the
aggregate amount that may be advanced as a Redraw at any time is limited to the amount by which a
“notional balance” specified for such date exceeds the outstanding principal balance.

Under each Redraw Housing Loan, the Seller has reserved the discretion to cancel its obligation to
provide Redraws. If the right is cancelled, the borrower is still entitled to request a Redraw, but the
Seller is not obliged to approve the request.


                                  The Mortgage Insurance Policies

General

Certain Purchased Housing Loans will be insured under a primary Mortgage Insurance Policy issued
by Genworth Financial Mortgage Insurance Pty Ltd or QBE Lender’s Mortgage Insurance Limited.

If a Purchased Housing Loan has a loan-to-value ratio at the date of origination of (i) 80% or more, or
(ii) 70% or more with respect to certain inner city investment properties, it will generally be insured
under a primary Mortgage Insurance Policy in favor of the Seller, except where an approved LMI
waiver is held. The Seller will equitably assign its interest in each primary Mortgage Insurance Policy
to the Trustee on the Closing Date.

Approximately 15.43% of the Purchased Housing Loans (by loan balance as at the Cut-Off Date) in
the loan pool are insured under a primary Mortgage Insurance Policy. 1.14% of the Purchased
Housing Loans (by loan balance as at the Cut-Off Date) in the loan pool are insured by Genworth
Financial Mortgage Insurance Pty Ltd and 14.29% of the Purchased Housing Loans (by loan balance)
in the loan pool are insured by QBE Lender’s Mortgage Insurance Limited.

Primary Mortgage Insurance

Coverage

Each Mortgage Insurance Policy covers any loss realized on the disposal of the related mortgaged
property subject to such Purchased Housing Loan. Generally, the amount covered by each Mortgage
Insurance Policy will be the outstanding amount owed by the borrower with respect to the Purchased
Housing Loan, including unpaid principal (as increased by any negative amortization), accrued interest
at any non-default rate up to specified dates, fines, fees, charges and proper enforcement costs, less all
amounts recovered from enforcement of the mortgage on the related mortgaged property, including
sale proceeds, compensation for compulsory acquisition of the related mortgaged property and any
rents or profits received by the Trustee.

The insurance under the Mortgage Insurance Policy terminates on the earliest of the following:

•       repayment in full of the Purchased Housing Loan; or

•       the date of the payment of a claim for loss under the Mortgage Insurance Policy.

Under each Mortgage Insurance Policy, the Mortgage Insurer insures the Trustee against loss if a
default occurs in relation to the insured Purchased Housing Loan and if one of the events entitling a
claim to be made occurs.

No claim can be made for a loss unless:

•       the Trustee, with the approval of the applicable Mortgage Insurer, has sold the mortgaged
        property;



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•      the Trustee, with the approval of the applicable Mortgage Insurer, has become the absolute
       owner of the mortgaged property by foreclosure;

•      the relevant mortgagor has sold the mortgaged property with the express consent of the
       Trustee given with the prior written approval of the Mortgage Insurer;

•      the mortgaged property has been compulsorily acquired or sold by any government, semi-
       governmental or local government authority for public purposes; or

•      the Mortgage Insurer has agreed to pay a claim.

The loss in respect of a Purchased Housing Loan insured under a Mortgage Insurance Policy is
calculated by:

•      adding together:

       •       the outstanding principal balance of the Purchased Housing Loan, after taking into
               account all amounts received by the Trustee as compensation for the compulsory
               acquisition of the mortgaged property or any rents, profits or proceeds from the
               mortgaged property and all amounts received by the Trustee under any insurance
               policy in relation to loss arising from destruction of or damage to the mortgaged
               property and not applied in restoration or repair at the earliest of:

              •           the date of completion of the sale or compulsory acquisition of the mortgaged
                          property;

              •           the date upon which the Trustee became the absolute owner of the mortgaged
                          property by foreclosure; and

              •           the date upon which a claim is paid by the Mortgage Insurer;

       •       interest paid in respect of the Purchased Housing Loan up to and including the earliest
               of the dates referred to in the previous three bullet points at the non-default rate
               specified in the Purchased Housing Loan;

       •       amounts recoverable by the Trustee under the terms of the mortgage in respect of:

              •           amounts properly paid or incurred by the Trustee in respect of the mortgaged
                          property for premiums on general insurance policies, levies and other charges
                          payable to a body corporate under the Australian strata title system, rates,
                          taxes and other statutory charges up to a limit in respect of land tax as
                          specified by the Mortgage Insurer;

              •           reasonable and necessary legal and other fees and disbursements not
                          exceeding A$2,000 (or such other amount agreed by the applicable Mortgage
                          Insurer) paid or incurred by the Trustee in enforcing or protecting its rights
                          under the mortgage;

              •           amounts not exceeding A$1,500 where insured by QBE Lender’s Mortgage
                          Insurance Limited or A$3,000 where insured by Genworth Financial
                          Mortgage Insurance Pty Ltd paid or incurred by the Trustee for repair,
                          maintenance and protection of the mortgaged property or such greater
                          amounts incurred with the prior approval of the Mortgage Insurer; and

              •           costs related to the sale of the mortgaged property by the Trustee;


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       •        to the extent not otherwise included above, and the Mortgage Insurer determines that
                they should be included, unpaid fines, penalties, additional interest and other similar
                amounts which are properly incurred by the Trustee under the mortgage or in respect
                of the Purchased Housing Loan; and

•       subtracting from the above the aggregate of:

       •        all amounts received by the Trustee under any related collateral security;

       •        where the Trustee has sold the mortgaged property, the sale price less any amount
                required to discharge any prior mortgage;

       •        where the Trustee or a prior mortgagee has taken foreclosure action, the value of the
                Trustee’s interest in the mortgaged property as agreed between the Mortgage Insurer
                and the Trustee; and

       •        any amount by which a claim may be reduced.

Requirement and Restrictions; Reduction of Claims

There are a number of requirements and restrictions imposed on the insured under each Mortgage
Insurance Policy which may entitle the Mortgage Insurer to cancel the policy or refuse or reduce the
amount of a claim with respect to a Purchased Housing Loan, including:

•       the failure to pay any premium when due or within the relevant grace period;

•       the failure to file a claim within time;

•       the failure of the Servicer to be approved by the Mortgage Insurer;

•       where the collateral security has been damaged, failure of the Purchased Housing Loan
        contract to require that the related mortgaged property be insured under a general insurance
        policy;

•       an incorrect statement or breach of the duty of disclosure by the insured in relation to the
        policy;

•       the existence of an encumbrance or other interest which affects or has priority over the related
        mortgage;

•       the failure to register the related mortgage or to stamp the Purchased Housing Loan, related
        mortgage or collateral security;

•       the Trustee failing to comply with its reporting obligations;

•       the Purchased Housing Loan or related mortgage being materially altered or modified without
        the Mortgage Insurer’s consent; and

•       the occurrence of other circumstances reducing the insured’s rights under any insured
        Purchased Housing Loan.

By the Closing Date, both the equitable assignment of the Mortgage Insurance Policies to the Trustee
and the Servicer will have been approved by the various Mortgage Insurers.




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                                  Description of the Class A Notes


General

The Trustee will issue the Class A Notes on the Closing Date pursuant to a direction from the Manager
to the Trustee to issue the Class A Notes pursuant to the terms of the Master Trust Deed, the Issue
Supplement, the Note Deed Poll (in the case of the Class A2 Notes) and the Note Trust Deed (in the
case of the Class A1 Notes). The Class A Notes will be governed by the laws of New South Wales.
The following summary describes the material terms of the Class A Notes. The summary does not
purport to be complete and is subject to the terms and conditions of the transaction documents.

Class A1 Notes

Book-Entry Registration

Initially, the Class A1 Notes will be issued in permanent book-entry format in minimum
denominations of US$500,000 and US$500,000 in excess thereof. Class A1 Notes offered and sold to
a QIB pursuant to Rule 144A will be represented by one or more Class A1 Notes in fully registered,
global form, known as Rule 144A US$ Global Notes. Class A1 Notes offered and sold in reliance on
Regulation S will be represented by one or more Class A1 Notes in fully registered, global form,
known as Regulation S US$ Global Notes. Rule 144A US$ Global Notes and Regulation S US$
Global Notes are collectively referred to in this Offering Circular as “US$ Global Notes”.

The US$ Global Notes will be deposited upon issuance with a custodian for The Depository Trust
Company (“DTC”), in New York, New York and will be registered in the name of Cede & Co., as
nominee for DTC, in each case for credit to an account of a direct or indirect participant of DTC as
described below. Beneficial interests in Rule 144A US$ Global Notes may not be exchanged for
interests in Regulation S US$ Global Notes at any time except in the limited circumstances described
below. See “Description of the Notes-Form of the Class A1 Notes -Exchanges Between Regulation S
US$ Global Notes and Rule 144A US$ Global Notes” below.

The US$ Global Notes, and interests or participations therein, will be subject to certain restrictions on
transfer and will bear a restrictive legend as described under “Notice to Investors-Transfer
Restrictions” above. In addition, transfer of beneficial interests in the US$ Global Notes will be
subject to the applicable rules and procedures of DTC and its direct and indirect participants
(including, if applicable, those of Euroclear and Clearstream, Luxembourg), which may change from
time to time.

While the Class A1 Notes are represented by US$ Global Notes, all references to actions by the Class
A1 Noteholders will refer to actions taken by the DTC upon instructions from its participating
organizations and all references in this Offering Circular to distributions, notices, reports and
statements to Class A1 Noteholders will refer to distributions, notices, reports and statements to DTC
or its nominee, as the registered Noteholder, for distribution to owners of the Class A1 Notes in
accordance with DTC’s procedures.

Investors in the Rule 144A US$ Global Notes may hold their interests therein directly through DTC, if
they are DTC participants, or indirectly through organizations which are participants in such system,
including Euroclear and Clearstream, Luxembourg. Clearstream, Luxembourg and Euroclear will hold
omnibus positions on behalf of their respective participants, through customer’s securities accounts in
Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositaries. The
depositaries in turn will hold the positions in customer’s securities accounts in the depositaries’ names
on the books of DTC.

DTC has advised the Manager and the Lead Managers that it is:



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•       a limited-purpose trust company organized under the New York Banking Law;

•       a “banking organization” within the meaning of the New York Banking Law;

•       a member of the Federal Reserve System;

•       a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•       a “clearing agency” registered under the provisions of Section 17A of the Exchange Act.

DTC holds securities for its participants and facilitates the clearance and settlement among its
participants of securities transactions, including transfers and pledges, in deposited securities through
electronic book-entry changes in its participants’ accounts. This eliminates the need for physical
movement of securities. DTC participants include securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations. Indirect access to the DTC system is also
available to others including securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with the SEC.

Transfers between participants on the DTC system will occur in accordance with DTC rules.
Transfers between participants on the Clearstream, Luxembourg system and participants on the
Euroclear system will occur in accordance with their rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand,
and directly or indirectly through Clearstream, Luxembourg participants or Euroclear participants, on
the other, will be effected by DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by that system’s depositary. However, these cross-market transactions
will require delivery of instructions to the relevant European international clearing system by the
counterparty in that system in accordance with its rules and procedures and within its established
deadlines, European time. The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to its depositary to take action to effect final
settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream,
Luxembourg participants and Euroclear participants may not deliver instructions directly to their
system’s depositary.

Because of time-zone differences, credits of securities in Clearstream, Luxembourg or Euroclear as a
result of a transaction with a DTC participant will be made during the subsequent securities settlement
processing, dated the business day following the DTC settlement date. The credits for any transactions
in these securities settled during this processing will be reported to the relevant Clearstream,
Luxembourg participant or Euroclear participant on that business day. Cash received in Clearstream,
Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg
participant or a Euroclear participant to a DTC participant will be received and available on the DTC
settlement date. However, it will not be available in the relevant Clearstream, Luxembourg or
Euroclear cash account until the business day following settlement in DTC.

Purchases of US$ Global Notes held through the DTC system must be made by or through DTC
participants, which will receive a credit for the US$ Global Notes on DTC’s records. The ownership
interest of each actual Class A1 Noteholder is in turn to be recorded on the DTC participants’ and
indirect participants’ records. Class A1 Noteholders will not receive written confirmation from DTC
of their purchase. However, Class A1 Noteholders are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the DTC
participant or indirect participant through which the Class A1 Noteholder entered into the transaction.
Transfers of ownership interests in the US$ Global Notes are to be accomplished by entries made on
the books of DTC participants acting on behalf of the Class A1 Noteholders. Class A1 Noteholders


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will not receive definitive Notes representing their ownership interest in offered US$ Global Notes
unless use of the book-entry system for the US$ Global Notes is discontinued or after the occurrence
of an Event of Default, the Note Trustee, at the written direction of Class A1 Noteholders holding a
majority of the outstanding Invested Amount of Class A1 Notes, advises the Trustee and the Principal
Paying Agent, that the continuation of a book-entry system is no longer in the best interests of the
beneficial owners of the US$ Global Notes.

To facilitate subsequent transfers, all securities deposited by DTC participants with DTC are registered
in the name of DTC’s nominee, Cede & Co. The deposit of securities with DTC and their registration
in the name of Cede & Co. effects no change in beneficial ownership. DTC has no knowledge of the
actual holders of the US$ Global Notes; DTC’s records reflect only the identity of the DTC
participants to whose accounts the US$ Global Notes are credited, which may or may not be the actual
beneficial owners of the US$ Global Notes. The DTC participants will remain responsible for keeping
account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to DTC participants, by DTC participants
to indirect participants, and by DTC participants and indirect participants to US$ Global Noteholders
will be governed by arrangements among them and by any statutory or regulatory requirements as may
be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote on behalf of the US$ Global Notes. Under its usual
procedures, DTC mails an omnibus proxy to the Note Trustee as soon as possible after the record date,
which assigns Cede & Co.’s consenting or voting rights to those DTC participants to whose accounts
the US$ Global Notes are credited on the record date, identified in a listing attached to the proxy.

Principal and interest payments on the Class A1 Notes will be made to DTC. DTC’s practice is to
credit its participants’ accounts on the applicable Payment Date in accordance with their respective
holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment
on that Payment Date. Standing instructions, customary practices, and any statutory or regulatory
requirements as may be in effect from time to time will govern payments by DTC participants to Class
A1 Noteholders. These payments will be the responsibility of the DTC participant and not of DTC, the
Trustee, the Note Trustee or the Principal Paying Agent. Payment of principal and interest to DTC is
the responsibility of the Trustee (or the Principal Paying Agent on behalf of the Trustee), disbursement
of the payments to DTC participants is the responsibility of DTC, and disbursement of the payments to
Class A1 Noteholders is the responsibility of DTC participants and indirect participants.

DTC may discontinue providing its services as a securities depository for the US$ Global Notes at any
time by giving reasonable notice to the Principal Paying Agent. Under these circumstances, if a
successor securities depository is not obtained, Definitive Notes are required to be printed and
delivered.

According to DTC, the foregoing information about DTC has been provided for informational
purposes only and is not intended to serve as a representation, warranty, or contract modification of
any kind.

Clearstream, Luxembourg is a company with limited liability incorporated under the laws of
Luxembourg. Clearstream, Luxembourg holds securities for its participating organizations and
facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg
participants through electronic book-entry changes in accounts of Clearstream, Luxembourg
participants, thereby eliminating the need for physical movement of Notes. Transactions may be
settled by Clearstream, Luxembourg in multiple currencies, including US Dollars.

Clearstream, Luxembourg participants are financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, and clearing corporations.
Indirect access to Clearstream, Luxembourg is also available to others, including banks, brokers,



                                                                                                    94
dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream,
Luxembourg participant, either directly or indirectly.

The Euroclear System was created in 1968 to hold securities for its participants and to clear and settle
transactions between Euroclear participants through simultaneous electronic book-entry delivery
against payment. This eliminates the need for physical movement of Notes. Transactions may be
settled in multiple currencies, including US Dollars.

The Euroclear System is owned by Euroclear Clearance System Public Limited Company and
operated through a license agreement by Euroclear. Euroclear is regulated and examined by the
Belgian Banking and Finance Commission and the National Bank of Belgium.

Euroclear participants include banks, including central banks, securities brokers and dealers and other
professional financial intermediaries. Indirect access to the Euroclear System is also available to other
firms that maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Securities clearance accounts and cash accounts with Euroclear are governed by the terms and
conditions governing use of Euroclear and the related operating procedures of the Euroclear System.
These terms and conditions govern transfers of securities and cash within the Euroclear System,
withdrawal of securities and cash from the Euroclear System, and receipts of payments for securities
in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without
attribution of specific notes to specific securities clearance accounts. Euroclear acts under these terms
and conditions only on behalf of Euroclear participants and has no record of or relationship with
persons holding through Euroclear participants.

Clearstream, Luxembourg and Euroclear have established an electronic bridge between their two
systems across which their respective participants may settle trades with each other.


Exchanges Between Regulation S US$ Global Notes and Rule 144A US$ Global Notes

Beneficial interests in a Regulation S US$ Global Note may be transferred to a person who takes
delivery in the form of an interest in a Rule 144A US$ Global Note only if such exchange occurs in
connection with a transfer of the Notes pursuant to Rule 144A and, prior to the expiration of the
“distribution compliance period” (as defined in Regulation S), the transferring owner of the beneficial
interest in the applicable US$ Global Note first delivers to the Class A1 Note Registrar a written
certificate in the form specified in the Note Trust Deed to the effect that the transfer is being made to a
person that the transferor reasonably believes is a QIB within the meaning of Rule 144A, purchasing
for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A
and in accordance with all applicable securities laws of the states of the U.S. and other jurisdictions.

Beneficial interests in a Rule 144A US$ Global Note may be transferred to a person who takes
delivery in the form of an interest in a Regulation S Class A1 Note, whether before or after the
“distribution compliance period”, only if the transferring owner of the beneficial interest in the
applicable US$ Global Note first delivers to the Class A1 Note Registrar a written certificate in the
form specified in the Note Trust Deed to the effect that such transfer is being made in compliance with
the transfer restrictions applicable to the Class A1 Notes and pursuant to and in accordance with Rule
903 or Rule 904 of Regulation S.

Transfers involving an exchange of a beneficial interest in a Regulation S US$ Global Note for a
beneficial interest in a Rule 144A US$ Global Note or vice versa will be effected in DTC by means of
an instruction originated by the Note Trustee through the DTC Deposit/Withdrawal Custodian system.
Any beneficial interest in a Rule 144A US$ Global Note that is transferred to a person who takes
delivery in the form of an interest in a Regulation S US$ Global Note or vice versa will, upon transfer,
cease to be an interest in the former US$ Global Note and will become an interest in the latter US$



                                                                                                       95
Global Note and accordingly, will be subject to all transfer restrictions and other procedures applicable
to a beneficial interest in such other US$ Global Note for so long as it remains such an interest.

Definitive Notes

Class A1 Notes will be issued as Definitive Notes, rather than in book-entry form to DTC or its
nominee, only if one of the following events occurs:

•       the Principal Paying Agent advises the Manager in writing, that DTC is no longer willing or
        able to discharge properly its responsibilities as depository for the Class A1 Notes, and the
        Manager is not able to locate a qualified successor; or

•       after the occurrence of an Event of Default, the Note Trustee, at the written direction of Class
        A1 Noteholders holding a majority of the outstanding Invested Amount of Class A1 Notes,
        advises the Trustee and the Principal Paying Agent, that the continuation of a book-entry
        system is no longer in the best interests of the beneficial owners of the US$ Global Notes.

If either of these events occurs, the Principal Paying Agent is required to notify the Class A1
Noteholders of the availability of Definitive Notes. US$ Global Notes will be serially numbered if
issued in definitive form.

No Class A1 Noteholder will be entitled to receive a Definitive Note representing its interest, except
as described in the preceding paragraphs.

Definitive Notes will be transferable and exchangeable at the offices of the Class A1 Note Registrar
which is initially the Principal Paying Agent located at DB Services Americas, Inc., MSJCK01-0218,
5022 Gate Parkway, Suite 200, Jacksonville, Florida 32256, United States of America. The Class A1
Note Registrar must at all times have a specified office in the United States. The Class A1 Note
Registrar will not impose a service charge for any registration of transfer or exchange, but may require
payment of an amount sufficient to cover any tax or other governmental charge. The Class A1 Note
Registrar will not be required to register the transfer or exchange of Definitive Notes within the 30
days preceding a Quarterly Payment Date.

Class A2 Notes

The Class A2 Notes are debt obligations of the Trustee constituted by, and owing under, the Note
Deed Poll and the Issue Supplement.

The Class A2 Notes will be issued in minimum denominations of A$500,000 in registered form by
entry in the Note Register.

No certificates will be issued in respect of any Class A2 Notes unless the Manager determines that
certificates should be issued or they are required by law.

Entries in the Note Register in relation to a Class A2 Note are conclusive evidence of the things to
which they relate (including that the person entered as the Noteholder is the owner of the Class A2
Note or, if two or more persons are entered as joint Noteholders, they are the joint owners of the Class
A2 Note) subject to correction for fraud, error or omission.

It is expected that the Class A2 Notes will be eligible to be lodged into Austraclear as the holder of
record, for custody in accordance with the Austraclear rules. All payments in respect of the Class A2
Notes lodged into Austraclear will be made to Austraclear Limited, for transfer in accordance with the
Austraclear rules. All notices to Class A2 Note Noteholders will be directed to Austraclear Limited.




                                                                                                     96
In respect of each of the Class A2 Notes lodged into Austraclear, Austraclear Limited will become the
registered holder of those Class A2 Notes in the Note Register. While those Class A2 Notes remain in
Austraclear:

(a)     all payments and notices required of the Trustee and the Manager in relation to those Class A2
        Notes will be directed to Austraclear Limited; and

(b)     the rights of each Class A2 Noteholder and any other person holding an interest in those Class
        A2 Notes are subject to the rules and regulations of Austraclear.

The Trustee is not responsible for anything Austraclear does or omits to do.


Key Dates and Periods

The following are the relevant dates and periods for the allocation of cashflows and their
payments.


Collection Period                                    means, in relation to a Payment Date, the period
                                                     from (and including) the first day of the calendar
                                                     month immediately preceding that Payment Date
                                                     up to (and including) the last day of the calendar
                                                     month immediately preceding that Payment Date
                                                     except in the case of the first Collection Period,
                                                     which commences on (and includes) the Closing
                                                     Date and ends on 31 October 2011.

Interest Period (for the Class A1 Notes)             means the period from (and includes) a Quarterly
                                                     Payment Date and ends on (but does not include)
                                                     the next Quarterly Payment Date.

Interest Period (for the A$ Notes)                   means the period from (and includes) a Payment
                                                     Date and ends on (but does not include) the next
                                                     Payment Date.

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

Payment Date (for payments in respect of the A$ means the 20th day of each of month or, if such
Notes)                                          day is not a Business Day, then the next Business
                                                Day.     The first Payment Date will be 21
                                                November 2011.

Quarterly Payment Date (for payments in means the Payment Date occurring in March,
respect of the Class A1 Notes)          June, September and December of each year. The
                                        first Quarterly Payment Date will be the Payment
                                        Date occurring in 20 December 2011.

Example Calendar

The following example calendar assumes that all relevant days are business days:


Collection Period                                    January 1st to January 31st


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Interest Period (for the A$ Notes)                   January 20th to February 19th

Interest Period (for the Class A1 Notes)             December 20th to March 19th

Determination Date                                   February 15th

Payment Date (for payments on the A$ Notes)          February 20th

Quarterly Payment Date (for payments on the March 20th
Class A1 Notes)


Cashflow Allocation Methodology

All amounts received by the Trustee will be allocated by the Manager and paid in accordance with the
cashflow allocation methodology described below.

The cashflow allocation methodology applies only in respect of payments to be made before the
occurrence of an Event of Default and enforcement of the Deed of Charge in accordance with its
terms.

Collections

The Servicer is obliged to collect all Collections on behalf of the Trustee during each Collection
Period. On each Determination Date, the Manager will allocate the Collections between Finance
Charge Collections and Principal Collections.

“Collections” means all amounts received by the Seller, the Servicer, the Manager or the Trustee in
respect of the Purchased Housing Loans (on and from the Closing Date), including, without limitation:

(a)     all principal and interest in respect of the Purchased Housing Loans;

(b)     the proceeds received under any Mortgage Insurance Policy;

(c)     any proceeds recovered from any enforcement action in respect of a Purchased Housing Loan;

(d)     amounts received on any sale or reallocation of a Purchased Housing Loan; and

(e)     any amount receivable as damages in respect of a breach of any representation, warranty or
        covenant in connection with the Purchased Housing Loans.

Determination of Principal Collections

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

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

       (ii)     any Total Available Income to be applied on the Payment Date immediately following
                that Determination Date in respect of Losses for the immediately preceding Collection
                Period;

       (iii)    any Total Available Income to be applied on the Payment Date immediately following
                that Determination Date in respect of Carryover Principal Charge-Offs;



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        (iv)       any Total Available Income to be applied on the Payment Date immediately following
                   that Determination Date towards repayment of Principal Draws;

        (v)        in respect of the first Determination Date only, any amount received by the Trustee
                   upon the initial issue of Notes in excess of the Purchase Price of Purchased Housing
                   Loans; and

        (vi)       in respect of the first Determination Date only, any Principal Adjustments received by
                   the Trustee from the Seller,

less the sum of:

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

(c)     any Collection Period Distributions during the immediately preceding Collection Period;

(d)     (for so long as the Seller is the Servicer) any Collections for the immediately preceding
        Collection Period which the Seller is entitled to retain in connection with making of a Redraw
        during that Collection Period; and

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

Distributions during a Collection Period

(a)     Prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the
        Seller may make Redraws in respect of Purchased Housing Loans in accordance with the
        terms of such Purchased Housing Loans.

(b)     If:

        (i)        the Seller is to make a Redraw in respect of a Purchased Housing Loan in
                   accordance with paragraph (a); and

        (ii)       at that time the Seller is the Servicer and the Servicer is permitted to retain
                   Collections in accordance with the Issue Supplement,

        then with effect from the making of that Redraw:

        (iii)      the amount of Collections required to the deposited or paid by the Servicer, in
                   accordance with the Issue Supplement on the Payment Date immediately
                   following the end of the Collection Period in which that Redraw was made will be
                   reduced by the amount of that Redraw; and

        (iv)       the daily balance of Collections in respect of which interest is to be calculated and
                   payable by the Servicer, in accordance with the Issue Supplement, on the Payment
                   Date immediately following the end of the Collection Period in which that Redraw
                   was made will be reduced by the amount of that Redraw.

(c)     If:

        (i)        the Seller proposes to make a Redraw in respect of a Purchased Housing Loan in
                   accordance with paragraph (a); and

        (ii)       at that time:


                                                                                                     99
             (A)       the Seller is not the Servicer; or

             (B)       the Servicer is not permitted to retain Collections in accordance with the
                       Issue Supplement,

             then the Seller may (but is not obliged to) notify the Manager of the amount of
             that Redraw on or before the date such Redraw is to be made, in which case
             paragraph (d) below will apply to that Redraw. If the Seller elects not to provide
             such notice to the Manager, paragraph (f) below will apply to that Redraw.

(d)   On receipt of a notice from the Seller under paragraph (c) in respect of a Redraw, the
      Manager may, subject to paragraph (e), direct the Trustee to apply Collections (and the
      Trustee must apply on that direction) received during that Collection Period towards
      reimbursing the Seller in respect of the relevant Redraw made or to be made on that day (a
      “Collection Period Distribution”).

(e)   The Manager must not direct the Trustee to apply Collections in accordance with
      paragraph (d) if the aggregate of such payments would exceed the aggregate Principal
      Collections received up to that point in time in respect of the Collection Period.

(f)   If:

      (i)    the Seller makes a Redraw in respect of a Purchased Housing Loan in accordance
             with paragraph (a); and

      (ii)   either:

             (A)       the Seller is not reimbursed in respect of that Redraw in accordance with
                       paragraph (d); or

             (B)       the Seller elects not to provide notice to Manager in accordance with
                       paragraph (c),

             then:

             (C)       that Redraw will be reimburseable by the Trustee to the Seller on the
                       Payment Date immediately following the end of the Collection Period in
                       which that Redraw was made to the extent there are funds available for
                       that purpose; and

             (D)       the Trustee agrees to pay to the Seller interest on the daily balance of that
                       un-reimbursed Redraw. Interest is to be calculated for each Redraw
                       Interest Period. Interest accrues from day to day at the Redraw Interest
                       Rate and is to be calculated on actual days elapsed and a 365 day year.
                       Interest is payable in arrears on each Payment Date to the extent there are
                       funds available for that purpose.

             If, on any Payment Date, all amounts due in accordance with this paragraph (f)
             are not paid in full, on each following Payment Date the Trustee must pay so
             much of the amounts as are available for that purpose until such amounts are paid
             in full.




                                                                                                100
Application of Principal Collections (prior to Event of Default and enforcement of the Deed of
Charge)

On each Payment Date prior to the occurrence of an Event of Default and enforcement of the Deed of
Charge, and based on the calculations, instructions and directions provided to it by the Manager, the
Trustee must distribute out of Principal Collections (as calculated on the Determination Date
immediately preceding that Payment Date), the following amounts in the following order of priority:

(a)     first, as a Principal Draw (if required) on that Payment Date;

(b)     next, to the Seller in repayment of any unreimbursed Redraws made during or prior to the
        immediately preceding Collection Period;

(c)     next, if the Subordination Conditions are not satisfied on that Payment Date, as follows:

        (i)     if that Payment Date is prior to the Class A1 Note Scheduled Maturity Date, in the
                following order of priority:

                (A)     first, to the Class A2 Notes, to be applied pari passu and rateably towards
                        repayment of the Class A2 Notes until the aggregate Invested Amount of the
                        Class A2 Notes is reduced to zero;

                (B)     next, to the Class A1 Note Redemption Fund, until the balance of the Class
                        A1 Note Redemption Fund equals the A$ Equivalent of the aggregate
                        Invested Amount of the Class A1 Notes

                (C)     next, pari passu and rateably towards repayment of the Class B Notes until the
                        aggregate Invested Amount of the Class B Notes is reduced to zero; and

                (D)     next, pari passu and rateably towards repayment of the Class C Notes until the
                        aggregate Invested Amount of the Class C Notes is reduced to zero; and

        (ii)    if that Payment Date is on or after the Class A1 Note Scheduled Maturity Date, in the
                following order of priority:

                (A)     first, to be allocated as follows:

                        (aa)     first, an amount equal to the Class A1 Note Principal Allocation, to be
                                 applied towards payment to the Currency Swap Provider in respect of
                                 the A$ Class A1 Principal for that Payment Date;

                        (ab)     next, an amount equal to the Class A1-R Note Principal Allocation, to
                                 be applied pari passu and rateably towards repayment of the Class
                                 A1-R Notes until the aggregate Invested Amount of the Class A1-R
                                 Notes is reduced to zero;

                        (ac)     next an amount equal to the Class A2 Note Principal Allocation, to be
                                 applied pari passu and rateably towards repayment of the Class A2
                                 Notes until the aggregate Invested Amount of the Class A2 Notes is
                                 reduced to zero;

                (B)     next, pari passu and rateably towards repayment of the Class B Notes until the
                        aggregate Invested Amount of the Class B Notes is reduced to zero; and

                (C)     next, pari passu and rateably towards repayment of the Class C Notes until the
                        aggregate Invested Amount of the Class C Notes is reduced to zero; and


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(d)     next, if the Subordination Conditions are satisfied on that Payment Date:

        (i)     an amount equal to the Class A Note Principal Allocation in respect of that Payment
                Date, to be allocated and applied as follows:

                (A)      an amount equal to the Class A1-R Note Principal Allocation, to be applied
                         pari passu and rateably towards repayment of the Class A1-R Notes until the
                         aggregate Invested Amount of the Class A1-R Notes is reduced to zero;

                (B)      an amount equal to the Class A2 Note Principal Allocation, to be applied pari
                         passu and rateably towards repayment of the Class A2 Notes until the
                         aggregate Invested Amount of the Class A2 Notes is reduced to zero;

        (ii)    an amount equal to the Class B Note Principal Allocation in respect of that Payment
                Date, to be applied towards repayment of the Class B Notes until the aggregate
                Invested Amount of the Class B Notes is reduced to zero; and

        (iii)   an amount equal to the Class C Note Principal Allocation in respect of that Payment
                Date, to be applied towards repayment of the Class C Notes until the aggregate
                Invested Amount of the Class C Notes is reduced to zero, and

(e)     next, as to any surplus (if any), to the Residual Unitholder.

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

Subordination Conditions

The “Subordination Conditions” are satisfied on a Payment Date if:

(a)     that Payment Date falls:

        (i)     on or after the Payment Date in September 2013; and

       (ii)     prior to the first Call Option Date;

(b)     on the Determination Date immediately prior to that Payment Date:

       (i)      the aggregate Invested Amount of all Class B Notes and Class C Notes on that
                Determination Date is equal to or greater than 14% of the aggregate Invested Amount
                of all Notes on that Determination Date;

       (ii)     the aggregate Invested Amount of all Class C Notes on that Determination Date is
                equal to or greater than 2% of the aggregate Invested Amount of all Notes on that
                Determination Date;

       (iii)    there are no Carryover Principal Charge-Offs; and

       (iv)     the Average Arrears Ratio on that Determination Date does not exceed 2.25%; and

(c)     the aggregate Invested Amount of the Class A1 Notes on that Determination Date is zero.




                                                                                                  102
Determination of Available Income

On each Determination Date, the “Available Income” is calculated by the Manager (without double
counting) as follows:

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

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

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

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

(e)    all other amounts received by or on behalf of the Trustee in respect of the Series Assets of the
       Series in the nature of income and certain tax related amounts during the immediately
       preceding Collection Period.

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

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

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

       (ii)      paid to the Trustee upon the sale or reallocation of a Purchased Housing Loan; and

       (iii)     in respect of a breach of a representation or warranty contained in the Transaction
                 Documents in respect of a Purchased Housing Loan or under any obligation to
                 indemnify or reimburse the Trustee; and

       (iv)      certain other amounts received from the Seller; and

(b)    any Recoveries received in respect of a Purchased Housing Loan.

Principal Draw

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

(a)     the Payment Shortfall; and

(b)     the amount of Principal Collections available for application for that purpose on the following
        Payment Date,

and apply it towards the Payment Shortfall (such amount being a “Principal Draw”).




                                                                                                  103
Liquidity Drawing

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

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

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

(such amount being a “Liquidity Drawing”).

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

Determination of Total Available Income

On each Determination Date, the Total Available Income is calculated as the aggregate of:

(a)    any Available Income on that Determination Date;

(b)    any Principal Draw on that Determination Date; and

(c)    any Liquidity Drawing on that Determination Date.

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

Application of Total Available Income (prior to an Event of Default and enforcement of the
Deed of Charge)

Prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the Manager
must direct the Trustee to pay (or direct the payment of) the following items in the following order of
priority out of the Total Available Income (as calculated on the relevant Determination Date) on each
Payment Date:

(a)    first, at the Manager’s discretion, up to A$100 to each Participation Unitholder;

(b)    next, pari passu and rateably:

       (i)      solely with respect to the first Payment Date, any Accrued Interest Adjustment due to
                the Seller; and

       (ii)     to the Seller, where Prepayment Benefits are credited to any Obligor’s account in
                respect of a Purchased Housing Loan during the Collection Period immediately
                preceding that Payment Date, the lesser of:

                (A)     the aggregate of all such Prepayment Benefits credited to Obligors’ accounts
                        during that Collection Period; and

                (B)     any break costs paid by the Fixed Rate Swap Provider to the Trustee in respect
                        of the termination of the Fixed Rate Swap to the extent it is being terminated
                        as a result of the prepayment of the Purchased Housing Loan to which the
                        Prepayment Benefits relate;

(c)     next, pari passu and rateably:


                                                                                                  104
      (i)      any Taxes payable in relation to the Trust for the Collection Period immediately
               preceding that Payment Date (after the application of the balance of the Tax Account
               towards payment of such Taxes);

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

      (iii)    the Note Trustee’s fee payable on that Payment Date;

      (iv)     the Agents’ fees payable on that Payment Date;

      (v)      the Servicer’s fee payable on that Payment Date;

      (vi)     the Manager’s fee payable on that Payment Date;

      (vii)    the Security Trustee’s fee payable on that Payment Date;

      (viii)   in reimbursement of any Enforcement Expenses incurred during the Collection Period
               immediately preceding that Payment Date; and

      (ix)     in reimbursement of any other Expenses of the Series incurred during the Collection
               Period immediately preceding that Payment Date;

(d)   next, pari passu and rateably:

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

      (ii)     towards payment to the Basis Swap Provider and the Fixed Rate Swap Provider of all
               amounts due under the Basis Swap and Fixed Rate Swap, excluding:

               (A)    any break costs in respect of the termination of that Basis Swap or Fixed Rate
                      Swap to the extent that the Basis Swap Provider or the Fixed Rate Swap
                      Provider (as applicable) is the Defaulting Party or sole Affected Party (other
                      than in relation to a Termination Event due to section 5(b)(i) (“Illegality”),
                      section 5(b)(ii) (“Force Majeure Event”) or section 5(b)(iii) (“Tax Event”) of
                      the Basis Swap or Fixed Rate Swap as applicable);

               (B)    any break costs in respect of the termination of that Basis Swap or Fixed Rate
                      Swap to the extent it is being terminated as a result of the prepayment of any
                      related Purchased Housing Loan, except to the extent the Trustee has received
                      the applicable Prepayment Costs from the relevant Obligors during the
                      Collection Period;

      (iii)    towards payment to the Currency Swap Provider of any break costs in respect of the
               termination of the Currency Swap excluding any break costs to the extent that the
               Currency Swap Provider is the Defaulting Party or sole Affected Party (other than in
               relation to a Termination Event due to section 5(b)(i) (“Illegality”), section 5(b)(ii)
               (“Force Majeure Event”) or section 5(b)(iii) (“Tax Event”) of the Currency Swap);

(e)   next, to the Liquidity Facility Provider in the following order of priority;

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




                                                                                                 105
      (ii)    next, in repayment or reimbursement of any Liquidity Drawing made before that
              Payment Date;

(f)   next, pari passu and rateably:

      (i)     to the Currency Swap Provider, the A$ Class A1 Interest Amount payable to the
              Currency Swap Provider on that Payment Date in accordance with the Currency Swap
              and any unpaid A$ Class A1 Interest Amounts in respect of preceding Payment Dates;

      (ii)    (in respect of any Payment Date after the Class A1 Note Scheduled Maturity Date) the
              Note Interest Amount for the Class A1-R Notes for the Interest Period ending on (but
              excluding) that Payment Date and any unpaid Note Interest Amounts for the Class A1-
              R Notes in respect of preceding Interest Periods; and

      (iii)   the Note Interest Amount for the Class A2 Notes for the Interest Period ending on (but
              excluding) that Payment Date and any unpaid Note Interest Amounts for the Class A2
              Notes in respect of preceding Interest Periods; and

      (iv)    any interest payable by the Trustee to the Seller in respect of any unreimbursed
              Redraws made during or prior to the immediately preceding Collection Period
              including any unpaid interest in respect of preceding Payment Dates; and

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

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

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

(j)   next, as an allocation to Principal Collections, an amount equal to the aggregate of any Losses
      (calculated on that Determination Date) in respect of the immediately preceding Collection
      Period;

(k)   next, as an allocation to Principal Collections, an amount equal to the aggregate of any
      Carryover Principal Charge-Offs (calculated in respect of previous Determination Dates which
      have not been reimbursed on or before that Payment Date) referable to the Class A Notes and
      the Class A1-R Notes (if any);

(l)   next, as an allocation to Principal Collections, an amount equal to any Carryover Principal
      Charge-Offs (in each case calculated in respect of previous Determination Dates which have
      not been reimbursed on or before that Payment Date ) referable to the Class B Notes;

(m)   to the Currency Swap Provider, the A$ Class A1 Additional Interest Amount payable to the
      Currency Swap Provider on that Payment Date in accordance with the Currency Swap and any
      unpaid A$ Class A1 Additional Interest Amount in respect of preceding Payment Dates;

(n)   next, the Note Interest Amount for the Class C Notes for the Interest Period ending on (but
      excluding) that Payment Date and any unpaid Note Interest Amounts for the Class C Notes in
      respect of preceding Interest Periods; and

(o)   next, as an allocation to Principal Collections, an amount equal to any Carryover Principal
      Charge-Offs (in each case calculated in respect of previous Determination Dates which have
      not been reimbursed on or before that Payment Date ) referable to the Class C Notes;


                                                                                                106
(p)    next, any other amounts payable on or prior to that Payment Date to the Liquidity Facility
       Provider under the Liquidity Facility Agreement;

(q)    next, pari passu and rateably:

       (i)     any other amounts payable on or prior to that Payment Date to the Basis Swap
               Provider under the Basis Swap;

       (ii)    any other amounts payable on or prior to that Payment Date to the Fixed Rate Swap
               Provider under the Fixed Rate Swap;

       (iii)   any other amounts payable on or prior to that Payment Date to the Currency Swap
               Provider under the Currency Swap (excluding any amount payable to the Currency
               Swap Provider as described in “Application of Principal Collections (prior to Event of
               Default and enforcement of the Deed of Charge)” above; and

(r)    next, as to any surplus, pari passu and rateably to each Participation Unitholder by way of
       distribution of the income of the Trust.

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

Principal Charge-Offs

If, on any Determination Date, the Manager determines that there are Principal Charge-Offs in respect
of that Determination Date, the Manager must, on that Determination Date, allocate such Principal
Charge-Offs in the following order:

(a)    first, to reduce the Aggregate Stated Amount of the Class C Notes until the Aggregate Stated
       Amount of the Class C Notes (as at that Determination Date) is reduced to zero;

(b)    next, to reduce the Aggregate Stated Amount of the Class B Notes until the Aggregate Stated
       Amount of the Class B Notes (as at that Determination Date) is reduced to zero; and

(c)    next, to reduce the Aggregate Stated Amount of the Class A Notes until the Aggregate Stated
       Amount of the Class A Notes (as at that Determination Date) is reduced to zero,

(each a “Carryover Principal Charge-Off”).

Reinstatement of Carryover Principal Charge-Offs

To the extent that on any Payment Date amounts are available for allocation as described under
“Application of Total Available Income (prior to an Event of Default and enforcement of the
Deed of Charge)” above, then an amount equal to these amounts shall be applied on that Payment
Date to increase respectively:

(a)     first, pari passu and rateably, the Aggregate Stated Amount of each Class of the Class A Notes
        and the Class A1-R Notes (if any), until it reaches the Total Invested Amount of each such
        Class of the Class A Notes and the Class A1-R Notes (if any) (as at that Determination Date);

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

(c)     next, the Aggregate Stated Amount of the Class C Notes until it reaches the Total Invested
        Amount of the Class C Notes (as at that Determination Date).


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Repayment of Class A1 Notes on the Class A1 Note Scheduled Maturity Date

The Manager has agreed to use reasonable endeavours to arrange for the marketing of an issuance of
Class A1-R Notes in order to fund the redemption of Class A1 Notes on the Class A1 Note Scheduled
Maturity Date.

The redemption of the Class A1 Notes will also be funded from amounts (if any) standing to the credit
of the Class A1 Note Redemption Fund on the Class A1 Note Scheduled Maturity Date. The Trustee
has agreed, on the direction of the Manager, to withdraw the balance of the Class A1 Note
Redemption Fund on the Class A1 Note Scheduled Maturity Date and apply those proceeds towards
the redemption of the Class A1 Notes.

Class A1-R Notes

(a)     At any time on or before the Determination Date immediately before the Class A1 Note
        Scheduled Maturity Date (and on each Determination Date immediately preceding each
        Quarterly Payment Date after the Class A1 Note Scheduled Maturity Date, if any Class A1
        Notes remain outstanding on such Determination Date) (the Class A1 Note Scheduled
        Maturity Date and each such Quarterly Payment Date, each a “Class A1 Note Redemption
        Date”), the Manager has agreed to use its reasonable endeavours to arrange for the marketing
        of the issuance of Class A1-R Notes with an aggregate Invested Amount equal to:

        (i)     the A$ Equivalent of the aggregate Invested Amount of the Class A1 Notes; minus

        (ii)    (in the case of the Class A1 Note Scheduled Maturity Date only) the balance of the
                Class A1 Note Redemption Fund on the Class A1 Note Scheduled Maturity Date
                (taking into account amounts to be deposited to the Class A1 Note Redemption Fund
                on that day) (if any).

(b)     The Manager may, at its cost, appoint such advisors, arrangers or dealers as it sees fit to assist
        with the issuance of the Class A1-R Notes.

(c)     If the Manager is able to arrange for Class A1-R Notes to be issued by the Trustee on the
        relevant Class A1 Note Redemption Date:

        (i)     with a note margin that is equal to or less than the Maximum Class A1-R Note Margin
                (provided that if any Class A1-R Notes have been issued on any prior Class A1 Note
                Redemption Date, the Class A1-R Note Margin must be the same as the Class A1-R
                Note Margin for those previously issued Class A1-R Notes); and

        (ii)    in a manner which will allow payments of interest (as defined in section 128A (1AB)
                of the Tax Act) on those Class A1-R Notes to be exempt from withholding tax under
                section 128F of the Tax Act,

        the Manager will direct the Trustee to issue those Class A1-R Notes on that Class A1 Note
        Redemption Date, provided that the Manager must not direct the Trustee to issue Class A1-R
        Notes with an aggregate Initial Invested Amount greater than:

                (A)     the aggregate A$ Equivalent of the aggregate Invested Amount of the Class
                        A1 Notes on the Determination Date immediately preceding that Class A1
                        Note Redemption Date; less

                (B)     (in the case of the Class A1 Note Scheduled Maturity Date only) the balance
                        of the Class A1 Note Redemption Fund on the Class A1 Note Scheduled
                        Maturity Date (taking into account amounts to be deposited on that day).



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(d)     On each Class A1 Note Redemption Date, the Manager agrees to:

        (i)     direct the Trustee to apply:

                (i)     (in the case of the Class A1 Note Scheduled Maturity Date only) the balance
                        (if any) of the Class A1 Note Redemption Fund; and

                (ii)    the issuance proceeds (if any) of the Class A1-R Notes issued on that Class
                        A1 Note Redemption Date,

                towards payment of the A$ Class A1 Principal payable on the Class A1 Note
                Scheduled Maturity Date to the Currency Swap Provider in accordance with the
                Currency Swap;

        (ii)    direct the Currency Swap Provider to pay on that Class A1 Note Redemption Date to
                the Principal Paying Agent the US$ Equivalent of the amount of the A$ Class A1
                Principal received by the Currency Swap Provider from the Trustee on that Class A1
                Note Redemption Date (such US$ Equivalent amount being the “Class A1 Principal
                Amount” in respect of that Class A1 Note Redemption Date); and

        (iii)   direct the Principal Paying Agent to pay the Class A1 Principal Amount received from
                the Currency Swap Provider rateably amongst the Class A1 Notes towards the
                repayment of the aggregate Invested Amount of the Class A1 Notes in accordance
                with, and subject to, the Class A1 Note Conditions and the Agency Agreement.

Restrictions on withdrawals from the Class A1 Note Redemption Fund

Withdrawals from the Class A1 Note Redemption Fund may only be made:

(a)     by the Trustee in accordance with the description in “Description of the Class A Notes -
        Cashflow Allocation Methodology -Class A1-R Notes” above;

(b)     by the Trustee (at the direction of the Manager) to transfer:

        (i)     interest paid on the balance of the Class A1 Note Redemption Fund; and

        (ii)    interest paid on any Authorised Investments referred to in paragraph (c) below,

        to the Collection Account on any Payment Date; and

(c)     by the Trustee (at the direction of the Manager) to invest in Authorised Investments which
        have a maturity prior to the Class A1 Note Scheduled Maturity Date, provided that a Rating
        Notification in respect of the acquisition of such Authorised Investments has been given.

If the Manager, acting reasonably, forms the opinion that the then Class A1 Note Redemption Fund
balance will, or is likely to, result in the reduction, qualification or withdrawal of the ratings then
assigned by any Rating Agency to the Class A1 Notes, then the Manager must direct the Trustee to
withdraw an amount from the Class A1 Note Redemption Fund and invest that amount in Authorised
Investments which have a maturity prior to the Class A1 Note Scheduled Maturity Date.

The Manager agrees to direct the Trustee to realise any Authorised Investments acquired in
accordance with part on or before the Class A1 Note Scheduled Maturity Date and to deposit the
realisation proceeds into the Class A1 Note Redemption Fund.




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Interest on the Class A Notes

Period of Accrual

Each Class A Note accrues interest from (and including) the Closing Date and ceases to accrue interest
on (but excluding) the earliest of:

(a)     the date on which the aggregate Invested Amount of that Class A Note is reduced to zero;

(b)     if the Stated Amount of that Class A Note is less than its Invested Amount, the date upon
        which the Stated Amount of that Class A Note is reduced to zero and all accrued but
        previously unpaid interest in respect of that Class A Note is paid in full and that there are no
        prospects (as determined by the Manager) of there being any future application of funds
        pursuant to the Issue Supplement to increase the Stated Amount of that Class A Note above
        zero; or

(c)     the date on which the Trustee completes a sale and realisation of all Series Assets of the Series
        in accordance with the Transaction Documents and the proceeds of that sale and realisation are
        applied, to the extent available, to repay the Invested Amount of that Class A Note.

Interest Periods

The period that an Class A Note accrues interest is divided into periods (each an “Interest Period”).
In respect of:

(a)     the Class A1 Notes, the first Interest Period commences on (and includes) the Closing Date
        and ends on (but does not include) the first Quarterly Payment Date thereafter. Each
        succeeding Interest Period for a Class A1 Note commences on (and includes) a Quarterly
        Payment Date and ends on (but does not include) the next Quarterly Payment Date; and.

(b)     the Class A2 Notes, the first Interest Period commences on (and includes) the Closing Date
        and ends on (but does not include) the first Payment Date thereafter. Each succeeding Interest
        Period for a Class A2 Note commences on (and includes) a Payment Date and ends on (but
        does not include) the next Payment Date.

“Business Day” means a day on which banks are open for business in Melbourne, Sydney, New
York, Los Angeles and London (not being a Saturday, Sunday or public holiday in that place)
provided that the day is also a TARGET2 Settlement Date.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer
System.

“TARGET2 Settlement Date” means any day on which TARGET2 is open for business.

Interest Rate for the Class A Notes

The rate of interest (“Interest Rate”) payable:

(a)     in respect of a Class A1 Note and an Interest Period is the aggregate of USD-LIBOR-BBA for
        that Interest Period and the Note Margin in relation to the Class A1 Notes; and

(b)     in respect of a Class A2 Note and an Interest Period for that Class A2 Note, is the aggregate of
        the Bank Bill Rate for that Interest Period and the Note Margin in relation to the Class A2
        Notes.

There is no maximum Interest Rate for the Class A Notes.


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“Bank Bill Rate” for an Interest Period in respect of an A$ Notes will be calculated by the A$ Note
Calculation Agent as follows:

(a)    the average mid rate for Bills having a tenor of 30 days as displayed on the Bloomberg Screen
       BTMM AU Page under the heading “BBSW” on the first day of that Interest Period;

(b)    if fewer than five banks quote on the Bloomberg Screen BTMM AU Page under the heading
       “BBSW” on the day of a determination of the rate in accordance with paragraph (a) or if for
       any reason Bank Bill Rate cannot be determined in accordance with paragraph (a), the rate
       calculation as the arithmetic mean of the rates quoted by five banks on application by the A$
       Note Calculation Agent. The quotations will be for rates which the banks quoted or would
       have quoted on the first day of that Interest Period for a Bill having a tenor of 30 days and of
       the type specified for the purpose of quoting on the Bloomberg Screen BTMM AU Page; or

(c)    if a rate for that Interest Period cannot be determined in accordance with paragraphs (a) or (b),
       or if a rate is not available for the reason that no rate is quoted in respect of a Bill commencing
       on the first day of that Interest Period having a tenor equal to that Interest Period, the rate
       specified in good faith by the A$ Note Calculation Agent at or around that time on the first
       day of that Interest Period, having regard, to the extent possible, to comparable indices then
       available or to the otherwise bid and offered for Bills of that tenor at that time.

“USD-LIBOR-BBA” for an Interest Period in respect of the Class A1 Notes will be calculated by the
Class A1 Calculation Agent in accordance with paragraph (a) (or, if applicable, paragraph (b)) below
(subject, in the case of the first Interest Period, to paragraph (c) below):

(a)    on each Rate Set Date the Class A1 Calculation Agent will determine the rate USD-LIBOR-
       BBA as the applicable Floating Rate Option under the 2006 ISDA Definitions (the “ISDA
       Definitions”) of the International Swaps and Derivatives Association, Inc. (“ISDA”) being the
       rate applicable to any Interest Period for three month deposits in US dollars in the London
       inter-bank market which appears on the Rate Page (as hereinafter defined) as of 11:00 a.m.,
       London time, on the Rate Set Date;

(b)    if such rate does not appear on the Rate Page at that time, the USD-LIBOR-BBA for that
       Interest Period will be determined as if the Trustee and the Class A1 Calculation Agent had
       specified “USD-LIBOR-Reference Banks” as the applicable Floating Rate Option under the
       ISDA Definitions. For this purpose “USD-LIBOR-Reference Banks” means that the rate for
       an Interest Period will be determined on the basis of the rates at which deposits in US dollars
       are offered by the Reference Banks (being four major banks in the London interbank market
       selected by the Class A1 Calculation Agent) at approximately 11:00 a.m. London time, on the
       Rate Set Date to prime banks in the London interbank market for a period of three months
       commencing on the first day of the Interest Period and in a Representative Amount (as defined
       in the ISDA Definitions). The Class A1 Calculation Agent will request the principal London
       office of each of the Reference Banks to provide a quotation of its rate. If at least two such
       quotations are provided, the USD-LIBOR-BBA for that Interest Period will be the arithmetic
       mean of the rates quoted by not less than two major banks in New York City, selected by the
       Class A1 Calculation Agent and approved by the Currency Swap Provider, at approximately
       11:00 a.m., New York City time, on that Rate Set Date for loans in US dollars to leading
       European banks for a period of three months commencing on the first day of the Interest
       Period and in a representative amount. If no such rates are available in New York City, then
       the USD-LIBOR-BBA for such Interest Period will be the most recently determined rate in
       accordance with paragraph (a); and

(c)    the USD-LIBOR-BBA for the first Interest Period will be the rate determined by linear
       interpolation calculated in accordance with paragraph (a) or, if applicable, paragraph (b) above
       with reference to the duration of the first Interest Period.


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“Rate Page” means Reuters Screen LIBOR01 Page or, if Reuters Screen LIBOR01 Page ceased to
quote the relevant rate, such other page, section or part of Reuters as quotes the relevant rate and is
selected by the Class A1 Calculation Agent or, if there is no such page, section or part of such other
page, section or part of a different screen information service as quotes the relevant rate selected by
the Class A1 Calculation Agent and approved by the Manager and the Currency Swap Provider.

“Rate Set Date” means the second London/New York Business Day before the beginning of the
Interest Period.

“London/New York Business Day” means a day on which banks are open for business in New York
and London (not being a Saturday, Sunday or public holiday in that place).

“Note Margin” in relation to:

(a)     a Class A1 Note means, subject to the following:

        (i)    for the period from, and including, the Closing Date to, but excluding, the Class A1
               Note Scheduled Maturity Date, 1.15% per annum; and

        (ii)   for the period from, and including, the Class A1 Note Scheduled Maturity Date to, but
               excluding, the date on which that Class A1 Note ceases to accrue interest in, 1.65%
               per annum; and

(b)     a Class A2 Note means, subject to the following:

        (i)    for the period from, and including, the Closing Date to, but excluding, the first Call
               Option Date, 1.20% per annum; and

        (ii)   for the period from, and including, the first Call Option Date to, but excluding, the
               date on which that Class A2 Note ceases to accrue interest, 1.45% per annum.

Calculation of Interest on the Class A Notes

Interest on:

(a)     each Class A1 Note for an Interest Period in respect of that Class A1 Note (the “Note Interest
        Amount” for the Class A1 Notes) is calculated by applying the Interest Rate for that Class A1
        Note for that Interest Period to the Invested Amount of that Class A1 Note on the first day of
        the Interest Period (after taking into account any reductions in the Invested Amount of that
        Class A1 Note on that day), by then multiplying such product by the actual number of days in
        the Interest Period divided by 360 and rounding the resultant figure down to the nearest cent;
        and

(b)     each Class A2 Note for an Interest Period in respect of that Class A2 Note (the “Note Interest
        Amount” for the Class A2 Notes) is calculated by applying the Interest Rate for that Class A2
        Note for that Interest Period to the Invested Amount of that Class A2 Note on the first day of
        the Interest Period (after taking into account any reductions in the Invested Amount of that
        Class A2 Note on that day), by then multiplying such product by the actual number of days in
        the Interest Period divided by 365 and rounding the resultant figure down to the nearest cent.

If any Note Interest Amount is not paid on the date when it is due and payable, then such unpaid Note
Interest Amount will accrue interest until paid in full.

“Note Interest Amount” means:

(a)     the Note Interest Amount for the Class A1 Notes; or


                                                                                                  112
(b)     the Note Interest Amount for the Class A2 Notes,

as the context requires.

“Invested Amount” means, at any time in respect of an Class A Note, the Initial Invested Amount of
that Class A Note less the aggregate of all principal repayments made in respect of that Class A Note
prior to that time.

Determination of Interest Rate and Note Interest Amount

The Class A1 Calculation Agent will, as soon as practicable after 11:00 a.m. (London time or if
applicable, New York City time) on each Rate Set Date, determine the Interest Rate in relation to the
Class A1 Notes, and calculate the Note Interest Amount, for the immediately succeeding Interest
Period in accordance with the provisions described above.

The A$ Note Calculation Agent will determine the Interest Rate in relation to the Class A2 Notes for
each Interest Period and will calculate the Note Interest Amount for the Class A2 Notes for each such
Interest Period.

Notification and Publication of Interest Rate and Note Interest Amount

The Class A1 Calculation Agent will cause the Interest Rate and the Note Interest Amount for each
Interest Period for the Class A1 Notes, and the date of the next Quarterly Payment Date, to be notified
to the Trustee, the Manager, the Note Trustee, the Currency Swap Provider, the Paying Agents and for
such period as the Class A1 Notes are listed on the Australian Securities Exchange and the rules of the
Australian Securities Exchange require, the Australian Securities Exchange) on or as soon as practical
after the Class A1 Calculation Agent has determined the Interest Rate and calculated the Note Interest
Amount for the Class A1 Notes and will cause the same to be published in accordance with the Note
terms and conditions as soon as possible after that notification. Any such notice will be deemed to
have been duly given to the Class A1 Noteholders if the information appears on the Class A1
Calculation Agent’s website at https://tss.sfs.db.com/investpublic/, the relevant page of the Reuters
screen or the electronic information system made available to its subscribers by Bloomberg, L.P
or any other similar electronic reporting service notified to Class A1 Noteholders. The Note
Interest Amount for the Class A1 Notes and the Quarterly Payment Date may subsequently be
amended (or appropriate alternative arrangements made by way of adjustment) in the event of an
extension or shortening of the Interest Period.

The A$ Note Calculation Agent will notify the Trustee and the Manager of the Note Interest Amount
in respect of the Class A2 Notes and an Interest Period as soon as practicable after it determining that
amount for that Interest Period. If any Interest Period or calculation period changes, the A$ Note
Calculation Agent may amend its determination or calculation of any rate, amount, date or other thing,
and must notify the Trustee, the Manager and the Noteholders of the Class A2 Notes.

If following the occurrence of an Event of Default, the Security Trustee declares in accordance with
the Master Security Trust Deed that the Class A Notes are immediately due and payable, the Interest
Rate in respect of the Class A Notes will nevertheless continue to be calculated by the Class A1
Calculation Agent or the A$ Note Calculation Agent (as applicable) in accordance with these
provisions, but (in the case of the Class A1 Notes) no publication of the Interest Rate so calculated
needs to be made unless the Note Trustee otherwise requires.

Determination or Calculation by the Note Trustee

If the Class A1 Calculation Agent at any time for any reason does not determine the Interest Rate in
respect of the Class A1 Notes, or calculate the Note Interest Amount for the Class A1 Notes, in
accordance with these provisions, the Note Trustee will do so and each such determination or



                                                                                                   113
calculation by the Note Trustee will be as if made by the Class A1 Calculation Agent. In doing so, the
Note Trustee will apply the foregoing provisions, with any necessary consequential amendments, to
the extent that it can 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.

The Interest Rate Swaps and Currency Swap

Overview of Basis Swap Provider, Fixed Rate Swap Provider and Currency Swap Provider

NAB is the initial Basis Swap Provider, Fixed Rate Swap Provider and Currency Swap Provider. For
a description of NAB, see “Description of National Australia Bank Limited, the Manager and the
Trust Administrator -National Australia Bank Limited” above.

NAB has a long term credit rating of “AA” from S&P, “AA” from Fitch and “Aa2” from Moody's and
a short term credit rating of “A-1+” from Standard & Poor's, “F1+” from Fitch and “P-1” from
Moody's. The credit ratings assigned to NAB by each rating agency may change subsequent to 24
August 2011 and persons receiving this Offering Circular should make his or her own investigation as
to the credit ratings assigned to NAB.

General

Collections in respect of interest on the variable-rate Purchased Housing Loans will be calculated
based on the relevant variable-rates. To the extent described herein, collections in respect of interest
on the fixed-rate Purchased Housing Loans will be calculated based on the relevant fixed-rates.
However, the payment obligations of the Trustee on the Class A1 Notes are calculated by reference to
USD LIBOR and on the A$ Notes by reference to the Bank Bill Rate. To hedge these interest rate
exposures, the Trustee will enter into the Basis Swap with the Basis Swap Provider and the Fixed Rate
Swap with the Fixed Rate Swap Provider.

Collections on the Purchased Housing Loans and receipts under the Basis Swap and the Fixed Rate
Swap will be denominated in Australian Dollars. However, the payment obligations of the Trustee on
the Class A1 Notes are denominated in US Dollars. In addition, receipts by the Trustee under the Basis
Swap and the Fixed Rate Swap are calculated by reference to the Bank Bill Rate but the interest
obligations of the Trustee with respect to the Class A1 Notes are calculated by reference to USD
LIBOR. To hedge this currency and interest rate exposure, the Trustee will enter into a swap
transaction with the Currency Swap Provider.

The Basis Swap, the Fixed Rate Swap and the Currency Swap will each be governed by a standard
form ISDA Master Agreement, as amended by a supplementary schedule and confirmed by written
confirmations in relation to each swap.

Basis Swap

The parties to the Basis Swap are the Basis Swap Provider, the Trustee and the Manager.

On each Payment Date, the Trustee will pay to the Basis Swap Provider an amount calculated by
reference to the aggregate principal amount outstanding of the variable-rate Purchased Housing Loans
on the first day of the related Collection Period and the weighted average of the interest rates of the
variable-rate Purchased Housing Loans during that Collection Period (as calculated by the Manager on
the last day of that Collection Period).

In return the Basis Swap Provider will pay to the Trustee on each Payment Date an amount calculated
by reference to the aggregate principal amount outstanding of the variable-rate Purchased Housing
Loans as at the first day of the related Collection Period and the Bank Bill Rate plus a margin.




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Fixed Rate Swap

The parties to the Fixed Rate Swap are the Fixed Rate Swap Provider, the Trustee and the Manager.

On each Payment Date the Trustee will pay to the Fixed Rate Swap Provider an amount calculated by
reference to the aggregate principal amount outstanding of the fixed-rate Purchased Housing Loans on
the first day of the related Collection Period and the weighted average of the interest rates of the fixed-
rate Purchased Housing Loans during that Collection Period (as calculated by the Manager on the last
day of that Collection Period).

In return the Fixed Rate Swap Provider will pay to the Trustee on each Payment Date an amount
calculated by reference to the aggregate principal amount outstanding of the fixed-rate Purchased
Housing Loans as at the first day of the related Collection Period and the Bank Bill Rate plus a
margin.

Currency Swap

The parties to the Currency Swap are the Currency Swap Provider, the Trustee and the Manager.

Principal Payments in respect of the Class A1 Notes on the Class A1 Note Scheduled Maturity Date

On the Class A1 Note Scheduled Maturity Date, the Trustee must (in accordance with the directions of
the Manager):

(a)     apply:

        (i)      the balance of the Class A1 Note Redemption Fund (if any); and

        (ii)     the issuance proceeds of any Class A1-R Notes issued on the Class A1 Note
                 Scheduled Maturity Date (if any),

        towards payment of the A$ Class A1 Principal payable on the Class A1 Note Scheduled
        Maturity Date to the Currency Swap Provider in accordance with the Currency Swap;

(b)     direct the Currency Swap Provider to pay on the Class A1 Note Scheduled Maturity Date to
        the Principal Paying Agent the US$ Equivalent of the amount of the A$ Class A1 Principal
        received by the Currency Swap Provider from the Trustee on the Class A1 Note Scheduled
        Maturity Date (such US$ Equivalent amount being the “Class A1 Principal Amount” in
        respect of the Class A1 Note Scheduled Maturity Date);

(c)     direct the Principal Paying Agent to pay the Class A1 Principal Amount received from the
        Currency Swap Provider rateably amongst the Class A1 Notes towards the repayment of the
        aggregate Invested Amount of the Class A1 Notes in accordance with, and subject to, the
        Class A1 Note Conditions and the Agency Agreement. Such a payment towards the Invested
        Amount on a Class A1 Note will constitute a redemption of the Class A1 Note in part to the
        extent of such repayment and, upon such repayment, the obligations of the Trustee with
        respect to the Class A1 Note will be discharged to the extent of such repayment.

Principal Payments in respect of the Class A1 Notes after the Class A1 Note Scheduled Maturity
Date

If the Class A1 Notes are not redeemed in full on the Class A1 Note Scheduled Maturity Date, the
Trustee must (in accordance with the directions of the Manager and until the aggregate Invested
Amount of the Class A1 Notes has been reduced to zero):




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(a)     on each Payment Date occurring after the Class A1 Note Scheduled Maturity Date, pay the A$
        Class A1 Principal (which will, if that Payment Date is a Quarterly Payment Date, include the
        issuance proceeds of Class A1-R Notes issued on that Quarterly Payment Date, if any)
        payable in relation to that Payment Date to the Currency Swap Provider in accordance with
        the Currency Swap;

(b)     on each Quarterly Payment Date occurring after the Class A1 Note Scheduled Maturity Date,
        direct the Currency Swap Provider to pay on that Payment Date to the Principal Paying Agent
        the US$ Equivalent of the aggregate of:

        (i)     the amount of the A$ Class A1 Principal received by the Currency Swap Provider
                from the Trustee on that Payment Date; plus

        (ii)    the amount of the A$ Class A1 Principal received by the Currency Swap Provider
                from the Trustee on the two Payment Dates immediately preceding that Payment
                Date,

        (such US$ Equivalent amount being the “Class A1 Principal Amount” in respect of the
        Quarterly Payment Date);

(c)     direct the Principal Paying Agent to pay the Class A1 Principal Amount received from the
        Currency Swap Provider rateably amongst the Class A1 Notes towards the repayment of the
        aggregate Invested Amount of the Class A1 Notes in accordance with, and subject to, the
        Class A1 Note Conditions and the Agency Agreement. Such a payment towards the Invested
        Amount on a Class A1 Note will constitute a redemption of the Class A1 Note in part to the
        extent of such repayment and, upon such repayment, the obligations of the Trustee with
        respect to the Class A1 Note will be discharged to the extent of such repayment.

Interest Payments in respect of the Class A1 Notes

The Note Interest Amount for each Interest Period in relation to a Class A1 Note is payable in arrears
in US$ on the relevant Quarterly Payment Date.

The Trustee must (in accordance with the directions of the Manager):

(a)     on each Payment Date, to the extent there are funds available for this purpose in accordance
        with the Issue Supplement, pay the A$ Class A1 Interest Amount and the A$ Class A1
        Additional Interest Amount (if applicable) in relation to that Payment Date to the Currency
        Swap Provider in accordance with the Currency Swap;

(b)     on each Quarterly Payment Date, direct the Currency Swap Provider to pay an amount equal
        to the interest due on the Class A1 Notes on that Quarterly Payment Date to the Principal
        Paying Agent; and

(c)     on each Quarterly Payment Date, direct the Principal Paying Agent to pay the interest due on
        the Class A1 Notes from the amounts received from the Currency Swap Provider rateably
        amongst the Class A1 Notes based on their Invested Amounts towards the Note Interest
        Amount in relation to each Class A1 Note in relation to the relevant Interest Period in
        accordance with, and subject to, the Class A1 Note Conditions and the Agency Agreement.

Early Termination

Each party to the Fixed Rate Swap, the Basis Swap or the Currency Swap may have the right to
terminate the Fixed Rate Swap, the Basis Swap or the Currency Swap, respectively, in the following
circumstances (among others):



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(a)     the other party fails to make a payment under the Fixed Rate Swap, the Basis Swap or the
        Currency Swap (as applicable) within 3 Business Days after notice of failure given to it (other
        than, in the case of the Currency Swap, payment by the Trustee of an A$ Class A1 Additional
        Interest Amount);

(b)     certain insolvency related events occur in relation to the other party;

(c)     a force majeure event occurs; or

(d)     due to a change in or a change in interpretation of law, it becomes illegal for the other party to
        make or receive payments, perform its obligations under any credit support document or
        comply with any other material provision of the Fixed Rate Swap, the Basis Swap or the
        Currency Swap (as applicable).

The Fixed Rate Swap Provider, the Basis Swap Provider or the Currency Swap Provider will also have
the right to terminate the Fixed Rate Swap, the Basis Swap or the Currency Swap, respectively if an
Event of Default occurs under the Master Security Trust Deed and the Security Trustee has declared
the Notes immediately due and payable.

The Trustee will also have the rights to terminate the Fixed Rate Swap or the Currency Swap if
(among other things) the Fixed Rate Swap Provider or the Currency Swap Provider (as applicable)
fails to comply with or perform any agreement or its obligations referred to in paragraphs (a) to (d)
(inclusive) under the heading “Downgrade - Fixed Rate Swap Provider and Currency Swap Provider”
below within the timeframes specified in the Fixed Rate Swap or the Currency Swap (as applicable).

Downgrade - Fixed Rate Swap Provider and Currency Swap Provider

If, as a result of the withdrawal or downgrade of the credit rating of the Fixed Rate Swap Provider or
the Currency Swap Provider by any Rating Agency, the Fixed Rate Swap Provider or the Currency
Swap Provider does not have a short term credit rating or long term credit rating as designated in the
Fixed Rate Swap or the Currency Swap, respectively, the Fixed Rate Swap Provider or the Currency
Swap Provider may be required to, at its cost, take certain action within certain timeframes specified in
the Fixed Rate Swap or the Currency Swap, respectively.

This action may include in respect of the particular downgrade one or more of the following:

(a)     lodging collateral as determined under the Fixed Rate Swap or the Currency Swap (as
        applicable);

(b)     entering into an agreement novating the Fixed Rate Swap or the Currency Swap (as
        applicable) to a replacement counterparty which holds the relevant ratings;

(c)     procuring another person to unconditionally and irrevocably guarantee the obligations of the
        Fixed Rate Swap Provider or the Currency Swap Provider under the Fixed Rate Swap or the
        Currency Swap (as applicable); or

(d)     entering into other arrangements as agreed with the relevant Rating Agency or in respect of
        which the Manager issued a Rating Notification.

Additionally, in respect of the downgrade of the Fixed Rate Swap Provider or the Currency Swap
Provider below certain credit ratings, the Fixed Rate Swap Provider or the Currency Swap Provider (as
applicable) may be required to both lodge collateral and to take one of the other courses of action
described in paragraphs (b) to (d) (inclusive) above.

If the Fixed Rate Swap Provider or the Currency Swap Provider lodges collateral with the Trustee, any
interest or income on that cash collateral will be paid to Fixed Rate Swap Provider or the Currency


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Swap Provider (as applicable), provided that any such interest or income will only be payable to the
extent that any payment will not reduce the balance of the collateral to less than the amount required to
be maintained.

The Trustee may only dispose of any investment acquired with the collateral lodged in accordance
with paragraph (a) above or make withdrawals of the collateral lodged in accordance with paragraph
(a) above if directed to do so by the Manager for certain purposes prescribed in the Fixed Rate Swap
or the Currency Swap (as applicable).

The complete obligations of Fixed Rate Swap Provider or the Currency Swap Provider following the
downgrade of its credit rating is set out in the Fixed Rate Swap or the Currency Swap, respectively.

Application of Currency Swap Termination Proceeds

If the Currency Swap is terminated, the Trustee will apply (at the direction of the Manager) any
Currency Swap Termination Proceeds received by it towards paying any premium payable to the
replacement Currency Swap Provider. If a replacement Currency Swap is not entered into, such
Currency Swap Termination Proceeds will be applied:

(a)     first, towards payment of amounts owing in relation to the Class A1 Notes; and

(b)     next, the balance shall be converted to A$ (in the Australian spot foreign exchange market)
        and will be applied in accordance with the order of priority described below (see “ Description
        of the Transaction Documents-Deed of Charge and Master Security Trust Deed-Post-Event of
        Default Order of Application” below).

Withholding or Tax Deductions

All payments in respect of the Notes will be made without withholding or tax deduction for, or on
account of, any present or future taxes, duties or charges of whatever nature unless the Trustee or (in
the case of the Class A1 Notes) the Principal Paying Agent is required by applicable law to make any
such payment in respect of the Notes subject to any withholding or deduction for, or on account of,
any present or future taxes, duties or charges of whatsoever nature. In the event that the Trustee or the
Principal Paying Agent, as the case may be, shall make such payment after such withholding or
deduction has been made, it shall account to the relevant authorities for the amount so required to be
withheld or deducted. Neither the Trustee nor the Principal Paying Agent will be obligated to make
any additional payments to holders of the Notes with respect to that withholding or deduction.

Final Redemption of the Class A Notes

Unless previously redeemed (or deemed to be redeemed) in full, the Trustee will redeem the Class A
Notes at their then Invested Amount, together with all then accrued but unpaid interest, on the Final
Maturity Date.

Call Option

(a)     The Manager may (at its option, but subject to paragraph (c) below) direct the Trustee to
        redeem all (but not some only) of the Notes before the Final Maturity Date and upon receipt of
        such direction the Trustee must redeem the Notes by paying to the Noteholders on the
        redemption date an amount equal to the aggregate of:

        (i)     the aggregate Invested Amount of the Notes on that day; and

        (ii)    all accrued and unpaid interest in respect of the Notes on (but excluding) that day.

(b)     The Manager may only direct the Trustee to redeem the Notes under paragraph (a) if:


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        (i)      at least 15 days before the proposed redemption date, the Manager notifies the
                 proposed redemption to the Noteholders and any stock exchange on which the Notes
                 are listed; and

        (ii)     the proposed redemption date is a Call Option Date.

(c)     If the Manager gives a notice of the proposed redemption to the Noteholders in accordance
        with paragraph (a), then the Manager must exercise its option under paragraph (a) above to
        direct the Trustee to redeem all (but not some) of the Notes on the relevant Call Option Date.

Notwithstanding the foregoing, the Trustee may redeem the Notes at their Stated Amount, instead of at
their Invested Amount, together with all accrued and unpaid interest on (but excluding) the date of
redemption, if so approved by an Extraordinary Resolution of the Noteholders.

Redemption of the Notes for Taxation or Other Reasons

(a)     If the Trustee is required to deduct or withhold an amount in respect of any present or future
        taxes, duties or charges of whatsoever nature from a payment in respect of a Note, the
        Manager may (at its option) direct the Trustee to redeem all (but not some only) of the Notes
        and upon receipt of such direction the Trustee must redeem the Notes by paying to the
        Noteholders on the redemption date an amount equal to the aggregate of:

        (i)      the Invested Amount of the Note on that day; and

        (ii)     all accrued and unpaid interest in respect of the Notes on (but excluding) that day.

(b)     The Trustee, at the direction of the Manager, must notify the proposed redemption to the Note
        Trustee, the Calculation Agents, the Principal Paying Agent, the Class A1 Note Registrar and
        the Noteholders and any stock exchange on which the Class A Notes are listed at least 15 days
        before the proposed redemption date.

(c)     For any redemption of under paragraphs (a) and (b) above, the proposed redemption date must
        be a Quarterly Payment Date (if any Class A1 Notes are outstanding) or any Payment Date (if
        no Class A1 Notes are outstanding).

Notwithstanding the foregoing, the Trustee may redeem the Class A Notes at their Stated Amount,
instead of at their Invested Amount, together with all accrued and unpaid interest on (but excluding)
the date of redemption, if so approved by (in the case of the Class A1 Notes) an Extraordinary
Resolution of the Class A Noteholders and (in the case of the Class A2 Notes) an Extraordinary
Resolution of the Noteholders of the A$ Notes.

Termination of the Trust

Realisation of Series Assets of the Series

Upon the occurrence of the Termination Date of the Trust, the Trustee, at the direction of the Manager,
must sell and realise the Series Assets of the Series (and, in relation to the sale (other than as described
below) of any Purchased Housing Loans, the Manager must obtain appropriate expert advice prior to
the sale) and such sale (so far as is reasonably practicable and reasonably commercially viable) must
be completed within 180 days of the Termination Date of the Trust provided that during the period of
180 days from that Termination Date:

(a)     the Manager must not direct the Trustee to sell the Purchased Housing Loans at less than an
        amount equal to the Repurchase Price of the Purchased Housing Loans;




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(b)     the Manager must not direct the Trustee to sell any Purchased Housing Loans unless the sale
        is on terms described below; and

(c)     the Manager must not direct the Trustee to sell any Purchased Housing Loans unless it has
        first offered the Purchased Housing Loans for sale to the Seller or any other person nominated
        by Seller (“Purchaser”) as described below and the Purchaser or its nominee has either not
        accepted that offer within 90 days of that Termination Date or has accepted that offer but not
        paid the consideration due by the time described below.

The Trustee must not conclude a sale, except as described above, unless:

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

(b)     the sale is expressly subject to the Servicer’s rights to be retained as Servicer of the Purchased
        Housing Loans in accordance with the terms of the Issue Supplement; and

(c)     the sale is expressly subject to the rights of the Seller Trust in respect of those Purchased
        Housing Loans.

Right of refusal

On the Termination Date of the Trust, the Trustee is deemed to irrevocably offer to sell to the
Purchaser, its entire right, title and interest in the Purchased Housing Loans in return for the payment
to the Trustee of an amount equal to the Repurchase Price (as at the Termination Date of the Trust) of
the Purchased Housing Loans.

The Purchaser may verbally accept the offer referred to above within 90 days after the Termination
Date of the Trust and having accepted the offer, must pay to the Trustee, in immediately available
funds, the amount referred to above by the expiration of 180 days after the Termination Date of the
Trust. If the Purchaser accepts such offer, the Trustee must execute whatever documents the
Purchaser reasonably requires to complete the sale of the Trustee’s rights, title and interest in the
Purchased Housing Loans.

The Trustee must not sell any Purchased Housing Loans referred to above unless the Purchaser has
failed to accept the offer referred to above within 90 days after the Termination Date of the Trust or,
having accepted the offer, has failed to pay the amount referred to above by the expiration of 180 days
after the Termination Date of the Trust.

Prescription

A Class A1 Note will become void in its entirety unless surrendered for payment within a period of 10
years from the Relevant Date in respect of any payment of principal or interest thereon, the effect of
which will be to reduce the Stated Amount of, and all accrued but unpaid interest on, that Class A1
Note to zero. After the date on which an Class A1 Note becomes void in its entirety, no claim can be
made in respect of it.

“Relevant Date” in respect of an Class A1 Note means the date on which a payment in respect thereof
first becomes due or (if the full amount of the moneys payable in respect of the Class A1 Notes which
is due on or before that date has not been duly received by the Principal Paying Agent or the Note
Trustee on or prior to such date) the date on which the full amount of such moneys having been so
received.

A claim against the Trustee for a payment under a Class A2 Note is void unless made within 10 years
(in the case of principal) or 5 years (in the case of interest and other amounts) from the date on which
payment first became due.


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Voting and Consent of Noteholders

Meetings of Voting Secured Creditors

The Master Security Trust Deed contains provisions for convening meetings of the Voting Secured
Creditors to, among other things, enable the Voting Secured Creditors to direct, or consent to, the
Security Trustee taking or not taking certain actions under the Master Security Trust Deed; for
example to enable the Voting Secured Creditors, following the occurrence of an Event of Default, to
direct the Security Trustee to declare the Class A Notes immediately due and payable and/or to
enforce the Deed of Charge.

Directions of Class A1 Noteholders

Under the Note Trust Deed, the Note Trustee may seek directions from the Class A1 Noteholders from
time to time, including following the occurrence of an Event of Default. The Note Trustee shall not be
responsible for having acted in good faith on a resolution purporting to have been passed at a meeting
of Class A1 Noteholders in respect of which minutes have been made and signed even if it is later
found that there was a defect in the constitution of the meeting or the passing of the resolution or that
the resolution was not valid or binding on the Class A1 Noteholders.

If the Note Trustee is entitled under the Master Trust Deed or the Master Security Trust Deed to vote
at any meeting on behalf of Class A1 Noteholders, the Note Trustee must vote in accordance with the
directions of the Class A1 Noteholders. In acting in accordance with the directions of Class A1
Noteholders, the Note Trustee must exercise its votes for or against any proposal to be put to a
meeting in the same proportion as that of the aggregate Invested Amounts of the Class A1 Notes held
by Class A1 Noteholders who have directed the Note Trustee to vote for or against that proposal.

                             Description of the Transaction Documents

The following summary describes the material terms of the Transaction Documents. The summary
does not purport to be complete and is subject to the provisions of the Transaction Documents. All of
the Transaction Documents, except the Class A1 Note Purchase Agreement, are governed by the laws
of New South Wales, Australia. The Class A1 Note Purchase Agreement is governed by New York
law.

Master Trust Deed

Powers of the Trustee

The Trustee is appointed as trustee of the Trust in accordance with the terms of the Master Trust Deed.
The Trustee will issue the Notes in its capacity as trustee of the Trust.

The Trustee has all the powers in respect of the Trust that it is legally possible for a natural person or
corporation to have and as though it were the absolute owner of the Series Assets and acting in its
personal capacity. For example, the Trustee has power to borrow (whether or not on security) and to
incur all types of obligations and liabilities.

Delegation by the Trustee

(a)     Subject to paragraphs (b) and (c), the Trustee may employ agents and attorneys and may
        delegate any of its rights or obligations as trustee without notifying any person of the
        delegation.

(b)     The Trustee is not responsible or liable to any Unitholder or Secured Creditor for any act or
        omission of any delegate appointed by the Trustee if:



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       (i)     the Trustee appoints the delegate in good faith and using reasonable care, and the
               delegate is not an officer or employee of the Trustee; or

       (ii)    the delegate is a clearing system; or

       (iii)   the Trustee is obliged to appoint the delegate pursuant to an express provision of a
               Transaction Document or pursuant to an instruction given to the Trustee in accordance
               with a Transaction Document; or

       (iv)    the Trust Administrator consents to the delegation in accordance with paragraph (c).

(c)    The Trustee agrees that it will not:

       (i)     delegate a material part of its rights or obligations under the Master Trust Deed; or

       (ii)    appoint any Related Entity of it as its delegate,

       unless it has received the prior written consent of the Trust Administrator.

Trustee’s undertakings

Under the Master Security Trust Deed, the Trustee undertakes that it will (among other things), in
respect of the Series:

(a)    comply with its obligations under the Transaction Documents;

(b)    carry on the Series Business at the direction of the Manager and as contemplated by the
       Transaction Documents;

(c)    not to do anything which is not part of the Series Business, without the Security Trustee’s
       consent;

(d)    obtain, review on time and comply with the terms of each authorisation necessary for it to
       enter into the Transaction Documents and comply with its obligations under them;

(e)    comply with all laws and requirements of authorities affecting it and the Series Business;

(f)    at the direction of the Manager, take action that a prudent, diligent and reasonable person
       would take to ensure that each counterparty complies with its obligations in connection with
       the Transaction Documents;

(g)    notify the Security Trustee if it becomes aware that any counterparty has not complied with
       any of its obligations in connection with a Transaction Document of the Series, unless the
       Manager has already notified the Security Trustee;

(h)    not do anything to create any Encumbrances (other than the Deed of Charge) over the Secured
       Property;

(i)    not commingle the Secured Property of the Series with any of its other assets or the assets of
       any other person (other than as permitted under the Transaction Documents);

(j)    not amend the Transaction Documents without the Security Trustee’s consent;

(k)    not assign or otherwise deal with the Deed of Charge or any interest in it, or allow any interest
       in it to arise or be varied.



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Trustee fees and expenses

In consideration for performing its functions under the Transaction Documents, the Trustee is entitled
to a fee (as agreed between the Manager and the Trustee from time to time). See “Summary-
Transaction Fees”.

All expenses incurred by the Trustee in connection with the Series in accordance with the Transaction
Documents or in exercising their powers under the Transaction Documents are payable or
reimburseable out of the Series Assets of the Series.

Trustee’s voluntary retirement

The Trustee may retire as trustee of the Trust by giving the Trust Administrator at least 90 days’ notice
of its intention to do so. The retirement of the Trustee takes effect when:

(a)     a successor trustee is appointed for the Trust; and

(b)     the successor trustee obtains title to, or obtains the benefit of, the Transaction Documents of
        the Trust to which the Trustee is a party as trustee of the Trust; and

(c)     the successor trustee and each other party to the Transaction Documents to which the Trustee
        is a party as trustee of the Trust have the same rights and obligations among themselves as
        they would have had if the successor trustee had been party to them at the dates of those
        documents.

Mandatory retirement

The Trustee must retire as trustee of the Trust if:

(a)     the Trustee becomes Insolvent; or

(b)     required by law; or

(c)     the Trustee ceases to carry on business as a professional trustee; or

(d)     the Trustee merges or consolidates with another entity and unless that entity assumes the
        obligations of the Trustee under the Transaction Documents of that Trust and each Rating
        Agency has been notified of the proposed retirement.

In addition, the Trust Administrator must request the Trustee to and the Trustee must (if so requested)
to retire as trustee of the Trust if the Trustee does not comply with a material obligation under the
Transaction Documents and, if the non-compliance can be remedied, the Trustee does not remedy the
non-compliance within 30 days of being requested to do so by the Trust Administrator.

Indemnity and limitation of liability

The Trustee is indemnified out of the Series Assets of the Series against any liability or loss arising
from, and any costs properly incurred in connection with, complying with its obligations or exercising
its rights under the Transaction Documents.

To the extent permitted by law, this indemnity applies despite any reduction in value of, or other loss
in connection with, the Series Assets of the Series as a result of any unrelated act or omission by the
Trustee or any person acting on its behalf.

The indemnity does not extend to any liabilities, losses or costs to the extent that they are due to the
Trustee’s fraud, negligence or wilful default.


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Legal Costs

The costs referred to above include all legal costs in accordance with any written agreement as to legal
costs or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own
client basis.

These legal costs include any legal costs which the Trustee incurs in connection with proceedings
brought against it alleging fraud, negligence or wilful default on its part in relation to the Series.
However, the Trustee must repay any amount paid to it in respect of those legal costs under the above
paragraph if and to the extent that a court determines that the Trustee was fraudulent, negligent or in
wilful misconduct in relation to the Series or the Trustee admits it.

Limitation of the Trustee’s Liability

The Trustee enters into the Transaction Documents only in its capacity as trustee of the Trust and in no
other capacity. Notwithstanding any other provisions of the Transaction Documents, a liability arising
under or in connection with the Transaction Documents is limited to and can be enforced against the
Trustee only to the extent to which it can be satisfied out of the Series Assets of the Series out of
which the Trustee is actually indemnified for the liability. This limitation of the Trustee’s liability
applies despite any other provision of any Transaction Document of the Series and extends to all
liabilities and obligation of the Trustee in any way connected with any representation, warranty,
conduct, omission, agreement or transaction related to any Transaction Document of the Series.

The parties (other than the Trustee) may not sue the Trustee in any capacity other than as trustee of the
Trust, including seek the appointment of a receiver (except in relation to the Series Assets of the
Series), a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation,
administration or arrangement of or affecting the Trustee (except in relation to the Series Assets of the
Series).

The Trustee’s limitation of liability shall not apply to any obligation or liability of the Trustee to the
extent that it is not satisfied because under the Master Trust Deed or by operation of law there is a
reduction in the extent of the Trustee’s indemnification out of the Series Assets of the Series as a result
of the Trustee’s fraud, negligence or wilful default in relation to the Series or the Trust.

It is acknowledged that the parties to the Transaction Documents (“Relevant Parties”) are responsible
under the Master Trust Deed and the other Transaction Documents for performing a variety of
obligations relating to the Trust. No act or omission of the Trustee (including any related failure to
satisfy its obligations or breach of representation or warranty under the Master Trust Deed or any other
Transaction Document of the Series) will be considered fraud, negligence or wilful default of the
Trustee to the extent to which the act or omission was caused or contributed to by any failure by any
Relevant Party or any other person to fulfil its obligations relating to the Trust or by any other act or
omission of any Relevant Party or any other person.

No attorney, agent, receiver or receiver and manager appointed in accordance with the Master Trust
Deed or any other Transaction Document of the Series has authority to act on behalf of the Trustee in
a way which exposes the Trustee to any personal liability and no act or omission of any such person
will be considered fraud, negligence or wilful default of the Trustee for the purpose of this section.

The Trustee is not obliged to do or refrain from doing anything under the Master Trust Deed or any
other Transaction Document of the Series (including incur any liability) unless the Trustee’s liability is
limited in the same manner as set out in this section.

A reference to “wilful default” in relation to the Trustee means any intentional failure to comply with
or intentional breach by the Trustee of any of its obligations under the Master Trust Deed or any other
Transaction Document, other than a failure or breach which:



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(a)     arose as a result of a breach by a person other than the Trustee or any other person and the
        performance of the action (or the non-performance of which gave rise to such breach) is a
        precondition to the Trustee performing the said obligation;

(b)     is in accordance with a lawful court order or direction or required by law; or

(c)     is in accordance with a proper instruction or direction given by the Manager or the Trust
        Administrator or is in accordance with an instruction or direction given to it by any person in
        circumstances where that person is entitled to do so by any Transaction Document.

Liability must be limited and must be indemnified

The Trustee is not obliged to do or not do any thing in connection with the Transaction Documents
(including enter into any transaction or incur any liability) unless:

(a)     the Trustee’s liability is limited in a manner which is consistent with the description in
        “Limitation of the Trustee’s Liability” above; and

(b)     it is indemnified against any liability or loss arising from, and any costs properly incurred in
        connection with, doing or not doing that thing in a manner which is consistent with the
        description in “Indemnity and limitation of liability” above.

Exoneration

Neither the Trustee nor any of its directors, officers, employees, agents or attorneys will be taken to be
fraudulent, negligent or in wilful default in certain circumstances including (but not limited to):

(a)     because any person other than the Trustee does not comply with its obligations under the
        Transaction Documents; or

(b)     for the financial condition of any person other than the Trustee; or

(c)     because any statement, representation or warranty of any person other than the Trustee in a
        Transaction Document is incorrect or misleading; or

(d)     for any omission from or statement or information contained in any information memorandum
        or any advertisement, circular or other document issued in connection with any Notes; or

(e)     for the effectiveness, genuineness, validity, enforceability, admissibility in evidence or
        sufficiency of the Transaction Documents or any document signed or delivered in connection
        with the Transaction Documents; or

(f)     for acting, or not acting, in accordance with instructions of the Manager or any other person
        permitted to give instructions or directions to the Trustee under the Transaction Documents; or

(g)     for acting, or not acting, in good faith in reliance on:

        (i)     any communication or document that the Trustee believes to be genuine and correct
                and to have been signed or sent by the appropriate person; or

        (ii)    any opinion or advice of any legal, accounting, taxation or other professional advisers
                used by it or any other party to a Transaction Document in relation to any legal,
                accounting, taxation or other matters; or

        (iii)   the contents of any statements, representation or warranties made or given by any
                party other than itself pursuant to the Master Trust Deed, or direction from the


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                 manager provided in accordance with the Transaction Documents or from any other
                 person permitted to give such instructions or directions under the Transaction
                 Documents; or

        (iv)     any calculations made by the Manager under any Transaction Document (including
                 without limitation any calculation in connection with the collections in respect of the
                 Series).

No supervision

Except as expressly set out in the Transaction Documents, the Trustee has no obligation to supervise,
monitor or investigate the performance of the Trust Administrator, the Manager or any other person.

Note Trust Deed

Powers of the Note Trustee

The Note Trustee is appointed to act as trustee on behalf of the Class A1 Noteholders on the terms and
conditions of the Note Trust Deed.

The Note Trustee must comply with the duties imposed on it by the Note Trust Deed, the Class A1
Notes (including the Class A1 Note Conditions) and each other Transaction Document to which it is a
party and must in the exercise of all discretions vested in it by the Note Trust Deed and all other
Transaction Documents in respect of the Trust except where expressly provided otherwise, have
regard to the interest of the Class A1 Noteholders.

Delegation by the Note Trustee

Whenever it considers it expedient in the interests of the Class A1 Noteholders, the Note Trustee may
delegate to any person on any terms (including power to sub-delegate) all or any of its functions. The
Note Trustee remains liable for the acts or omissions of a delegate except where the Note Trustee has
acted in good faith and without negligence or wilful default in relation to the appointment of the
delegate. The Note Trustee shall not have any obligation to supervise such delegate or be responsible
for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or
default by any such delegate or sub-delegate.

Note Trustee Fees and Expenses

So long as any Class A1 Note is outstanding, the Trustee shall pay the Note Trustee a fee as
remuneration for its services as Note Trustee, in an amount equal to such sum on such dates in each
case as may be agreed in writing from time to time with the Trustee and the Manager. Such
remuneration shall accrue from day to day from the date of Note Trust Deed until the Trust is
terminated. See “Summary-Transaction Fees”.

At any time after so far as the Trustee is aware:

(a)     the occurrence of an Event of Default;

(b)     an event with which the passing of time or the giving of notice or both would constitute an
        Event of Default;

(c)     the Trustee has failed to pay any sums due under the Class A1 Notes; or

(d)     the Note Trustee undertakes duties which it considers necessary or expedient under Note Trust
        Deed, or is requested by the Trustee to undertake duties, and they are of an exceptional nature
        or otherwise outside the scope of the Note Trustee’s normal duties under Note Trust Deed,


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the Trustee must pay such additional remuneration as they may agree (and as notified by the Manager
to each Rating Agency).

The Trustee shall also, on each Payment Date, pay all costs, charges, liabilities and expenses properly
incurred by the Note Trustee (except for any overhead or general operating expenses incurred by the
Note Trustee) in the preparation and execution of Note Trust Deed and the performance of its
functions under Note Trust Deed including, but not limited to, legal expenses in connection with any
legal proceedings properly brought by the Note Trustee against the Trustee to enforce any provision of
Note Trust Deed, the Class A1 Notes, and any stamp, documentary, registration or other taxes or
duties including any GST paid by the Note Trustee in connection with those documents and its supply
of services.

The Trustee shall indemnify the Note Trustee in respect of all liabilities and expenses properly
incurred by it or by anyone appointed by it or to whom any of its functions may be delegated by it in
the carrying out of its functions and against any loss, liability, cost, claim, action, demand or expense
(including, but not limited to, all proper costs, charges and expenses paid or incurred in disputing or
defending any of the foregoing) which any of them may incur or which may be made against any of
them arising out of or in relation to or in connection with, its appointment or the exercise of its
functions under the Note Trust Deed or any other Transaction Document to which the Note Trustee is
party, except such as may result from the Note Trustee’s own fraud, negligence, bad faith or wilful
default or that of its directors, officers, employees or agents.

Note Trustee’s Voluntary Retirement

The Note Trustee may retire at any time as trustee upon giving 3 months (or such lesser time as the
Manager, the Trustee and the Note Trustee agree) notice in writing to the Trustee, the Manager, the
Security Trustee and each Rating Agency, without giving any reason and without being responsible
for any liabilities incurred by reason of such retirement provided that such retirement is in accordance
with the Note Trust Deed, provided further that no such period of notice of retirement may expire
within the period of 30 days preceding each Payment Date. Upon such retirement, the Trustee (or the
Manager on its behalf), subject to any approval required by law, may appoint in writing any other
corporation as substitute Note Trustee (provided that Rating Notification has been provided in respect
of that appointment). If the Trustee (or the Manager on its behalf) does not propose a replacement by
the date which is one month prior to the date of its proposed retirement, the Manager is entitled to
appoint a substitute Note Trustee (provided that Rating Notification has been provided in respect of
that appointment).

The Note Trustee covenants that it will retire as Note Trustee if:

(a)     the Note Trustee becomes Insolvent in its personal capacity or in respect of its personal assets
        (and not in its capacity as trustee of any trust or in respect of any assets it holds as trustee);

(b)     it ceases to carry on business;

(c)     it is so directed by the Extraordinary Resolution of the Class A1 Noteholders; or

(d)     it fails to comply with any of its obligations under any Transaction Document and the Trustee
        and the Manager determines that this failure has had, or if continued, is likely to have, an
        Adverse Rating Effect, and if capable of remedy, the Note Trustee does not remedy this failure
        within 14 days after the earlier of the following:

        (i)     the Note Trustee having actual knowledge of this failure; and

        (ii)    receipt by the Note Trustee of written notice with respect to this failure from either the
                Trustee or the Manager,



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        provided that the Note Trustee is not required to retire in such circumstances if there is an
        Extraordinary Resolution from the Class A2 Noteholders affirming its appointment
        notwithstanding such notice from the Trustee or the Manager. Any corporation into
        which the Note Trustee or its business is merged, sold or converted or any corporation
        with which the Note Trustee is consolidated or any corporation resulting from any merger,
        conversion or consolidation shall, to the extent permitted by law, be the successor Note
        Trustee under the Note Trust Deed without any further formality.

Removal of the Note Trustee

If the Note Trustee refuses to retire when required to do so, the Trustee at the direction of the Manager
is entitled to remove the Note Trustee from office immediately by notice in writing to the Note Trustee
if any event referred to above has occurred. On the retirement or removal of the Note Trustee:

(a)     the Trustee must promptly notify each Rating Agency of such retirement or removal; and

(b)     subject to any approval required by law, the Trustee is entitled to and must use reasonable
        endeavours to appoint in writing some other corporation to be the substitute Note Trustee
        (provided that Rating Notification has been provided in respect of that appointment).

Limitation of the Note Trustee’s Liability

The Note Trustee is not required to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties, or in the exercise of any of its rights or powers
(including, without limitation, complying with any resolution or direction of the Class A1
Noteholders) unless it is indemnified to its satisfaction against all actions, proceedings, claims and
demands to which it may render itself liable and all costs, charges, damages and expenses which it
may incur by so doing and, if required, is put in funds to the extent to which it may be liable
(including costs and expenses).

Agency Agreement

Appointment of Agents

The Agency Agreement provides for the appointment of each of the Principal Paying Agent, the Class
A1 Note Registrar and the Class A1 Calculation Agent (each an “Agent”).

The Principal Paying Agent will make payments to the Class A1 Noteholders on behalf of the Trustee.

The Class A1 Calculation Agent will make all such calculations and determinations in respect of the
Class A1 Notes as are described in “Description of the Class A Notes”.

The Class A1 Note Registrar will maintain the Note Register in respect of the Class A1 Notes, which
will record (amongst other things) all payments made in respect of the Class A1 Notes, the aggregate
Invested Amount of the Class A1 Notes, the aggregate Stated Amount of the Class A1 Notes and such
other information as the Manager reasonably requires.

Removal of and Resignation of an Agent

An Agent may resign its appointment under the Agency Agreement and the Manager may, with the
prior written approval of the Trustee, terminate the appointment of an Agent at any time by giving not
less than 45 days’ written notice to that effect to the Manager or the Agent respectively provided that:




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(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 Trustee (at the direction of the Manager) on
        terms approved in writing by the Trustee; and

(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 by the Class A1 Note Conditions.

If the 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 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 promptly enter into an agreement on
substantially the same terms as Agency Agreement and each Rating Agency must be notified of any
appointment by the Manager.

The appointment of any Agent shall immediately 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 Trustee or the
        Manager any material breach of the Agency Agreement on the part of the Agent.

Payments of amounts due by the Principal Paying Agent

The 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 Trustee in US$ in same day funds, no
later than 11:00am (New York time) on each Quarterly Payment Date, an amount sufficient to pay the
interest on the aggregate Invested Amount of the Class A1 Notes as set out in the Class A1 Note
Conditions and (in respect of a Quarterly Payment Date on or after the Class A1 Note Scheduled
Maturity Date) the principal amount (if any) due to be paid on such Quarterly Payment Date in respect
of the Class A1 Notes under the Class A1 Note Conditions and the Agency Agreement.

No later than 10:00am (New York time) on the second Business Day prior to each Quarterly Payment
Date, the Manager shall on behalf of the Trustee notify by facsimile or email to the Principal Paying
Agent that it has given the bank through which the Trustee is to make such payment irrevocable
instructions for such payment to the Principal Paying Agent and such bank is to confirm to the
Principal Paying Agent that such payment will be made. The Principal Paying Agent will promptly
notify each of the other Agents, the Note Trustee, the Security Trustee and the Trustee by facsimile or
email if it has not, by 10:00am (New York time) on the second Business Day prior to any Quarterly
Payment Date, received such confirmation or has not, by 11:00am (New York time) on any Quarterly
Payment Date, received in full the amount so due.

If the Trustee fails to make any payment or fails to make the full amount of such payment in respect of
the Class A1 Notes, unless and until the full amount of the payment has been made under the terms of
the Agency Agreement (except as to the time of making the payment) or other arrangements
satisfactory to the Principal Paying Agent have been made, the Principal Paying Agent is not bound to
make any payment that the Trustee fails to pay in respect of the Class A1 Notes (but may, in its
discretion, make any such payment).

Duties of the Class A1 Calculation Agent

The Class A1 Calculation Agent shall perform such duties and make all such determinations and
calculations (howsoever described) as it is required to do under the Class A1 Note Conditions.



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The Class A1 Calculation Agent shall, as soon as practicable after their determination or calculation
notify the Trustee, the Manager, the Currency Swap Provider and the Note Trustee of, inter alia, the
Interest Rate and the Note Interest Amount for the Class A1 Notes and all other amounts, rates and
dates which it is obliged to determine or calculate under the Class A1 Note Conditions and of any
subsequent amendment to such amounts pursuant to the Class A1 Note Conditions.

If the Class A1 Calculation Agent at any time for any reason does not determine and/or calculate
and/or publish, inter alia, the Interest Rate or the Note Interest Amount for the Class A1 Notes in
respect of any Interest Period or any other amount, rate or dates as provided in the Agency Agreement,
the Note Trustee will do so and each such determination or calculation by the Note Trustee will be as
if made by the Class A1 Calculation Agent.

Agents Fees and Expenses

The Trustee will pay to each Agent from the Series Assets such fees and commissions as the Trustee
and that Agent shall agree in respect of the services of that Agent under the Agency Agreement
together with any reasonable out-of-pocket expenses (including legal, printing, postage, fax, cable and
advertising expenses and GST (if any)) incurred by that Agent in connection with its supply of
services.

At any time after:

(a)     the occurrence of an Event of Default;

(b)     an event with which the passing of time or the giving of notice or both would constitute an
        Event of Default;

(c)     the Trustee has failed to pay any sums due under the Class A1 Notes; or

(d)     an Agent undertakes duties which it considers necessary or expedient under the Agency
        Agreement, or is requested by the Trustee or the Manager to undertake duties, and they are of
        an exceptional nature or otherwise outside the scope of such Agent’s normal duties under the
        Agency Agreement,

the Trustee must pay such additional remuneration as the Manager may agree with such Agent.

Deed of Charge and Master Security Trust Deed

Powers of the Security Trustee

P.T. Limited is appointed to act as trustee for the Secured Creditors and hold the benefit of the Deed of
Charge on trust for the Secured Creditors and otherwise act in accordance with the Master Security
Trust Deed.

The Security Trustee has all the powers of a natural person or corporation in connection with the
exercise of its rights and compliance with its obligations under the Transaction Documents.

Delegation by the Security Trustee

(a)     Subject to paragraphs (b) and (c), the Security Trustee may employ agents and attorneys and
        may delegate any of its rights or obligations as security trustee without notifying any person of
        the delegation.

(b)     The Security Trustee is not responsible or liable to any Secured Creditor for any act or
        omission of any delegate appointed by the Security Trustee if:



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        (i)     the Security Trustee appoints the delegate in good faith and using reasonable care, and
                the delegate is not an officer or employee of the Security Trustee; or

        (ii)    the delegate is a clearing system; or

        (iii)   the Security Trustee is obliged to appoint the delegate pursuant to an express
                provision of a Transaction Document or pursuant to an instruction given to the
                Security Trustee in accordance with a Transaction Document; or

        (iv)    the Manager consents to the delegation in accordance with paragraph (c).

(c)     The Security Trustee agrees that it will not:

        (i)     delegate a material part of its rights or obligations under the Master Security Trust
                Deed; or

        (ii)    appoint any Related Entity of it as its delegate,

        unless it has received the prior written consent of the Manager.

Security Trustee’s undertakings

The Security Trustee undertakes that it will (among other things), in respect of the Series exercise its
rights and comply with its obligations under the Transaction Documents reasonably, in each case
having regard to:

(a)     the interests of the Secured Creditors as a whole; and

(b)     its fiduciary obligations as trustee of the Security Trust.

If at any time there is a conflict between a duty the Security Trustee owes to a Secured Creditor, or
class of Secured Creditor, and a duty the Security Trustee owes to another Secured Creditor, or class
of Secured Creditor, the Security Trustee must give priority to the duties owing to the Voting Secured
Creditors.

Security Trustee’s voluntary retirement

The Security Trustee may retire as trustee of the Security Trust by giving the Trustee at least 90 days’
notice of its intention to do so.

Mandatory retirement

The Security Trustee must retire as trustee of the Security Trust if:

(a)     the Security Trustee becomes Insolvent; or

(b)     required by law; or

(c)     the Security Trustee ceases to carry on business as a professional trustee; or

The Security Trustee may also be removed as trustee of the Security Trust by an Extraordinary
Resolution of the Voting Secured Creditors.

When retirement or removal takes effect

The retirement or removal of the Security Trustee takes effect when:


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(a)     a successor trustee is appointed for the Security Trust; and

(b)     the successor trustee obtains title to, or obtains the benefit of, the Transaction Documents to
        which the Security Trustee is a party as trustee of the Security Trust; and

(c)     the successor trustee and each other party to the Transaction Documents to which the Security
        Trustee is a party as trustee of the Security Trust have the same rights and obligations among
        themselves as they would have had if the successor trustee had been party to them at the dates
        of those documents.

Deed of Charge

The Noteholders in respect of the Series have the benefit of a fixed and floating charge over all the
Series Assets of the Series under the Deed of Charge and the Master Security Trust Deed. The
Security Trustee holds this charge on behalf of the Secured Creditors (including the Noteholders)
pursuant to the Master Security Trust Deed and may enforce the Deed of Charge upon the occurrence
of an Event of Default (as defined below).

Events of Default

An “Event of Default” means the occurrence of any of the following events in respect of the Series:

(a)     the Trustee fails to pay or repay any amount due under:

        (i)      the Class A Notes (for such times as the Class A Notes are outstanding);

        (ii)     the Class B Notes (after all of the Class A Notes have been repaid or redeemed in
                 full); or

        (iii)    the Class C Notes (after all of the Class A Notes and Class B Notes have been repaid
                 or redeemed in full),

        within 10 Business Days of the due date for payment or repayment of such amount;

(b)     the Trustee fails to perform or observe any other provision of a Transaction Document (other
        than the obligations referred to in this definition), where such failure will have a Material
        Adverse Payment Effect and the failure is not remedied within 30 days after written notice
        from the Security Trustee or the Manager requiring the Trustee to rectify them;

(c)     the Trustee becomes Insolvent and the Trustee is not replaced in accordance with the Master
        Trust Deed within 60 days of it becoming Insolvent;

(d)     the Deed of Charge:

        (i)      is or becomes wholly or partly void, voidable or unenforceable; or

        (ii)     loses the priority which it has at or after the date of the Issue Supplement;

(e)     all or any part of any Transaction Document becomes void, voidable or unenforceable where
        such event will have a Material Adverse Payment Effect.

Actions following Event of Default

If an Event of Default in respect of a Series is continuing, the Security Trustee must do any one or
more of the following if it is instructed to do so by the Secured Creditors of the Series:



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(a)     declare at any time by notice to the Trustee that an amount equal to the Secured Money of that
        Series is either:

        (i)     payable on demand; or

        (ii)    immediately due for payment;

(b)     take any action which it is permitted to take under the Deed of Charge.

If, in the opinion of the Security Trustee, the delay required to obtain instructions from the Secured
Creditors of the Series would be materially prejudicial to the interests of those Secured Creditors, the
Security Trustee may (but is not obliged to) do these things without instructions from them.

Call meeting if an Event of Default is continuing

If the Security Trustee becomes aware that an Event of Default in respect of a Series is continuing and
the Security Trustee does not waive the Event of Default, the Security Trustee agrees to do the
following as soon as possible and in any event within 5 Business Days of the Security Trustee
becoming aware of the Event of Default:

(a)     notify all Secured Creditors of that Series of:

        (i)     the Event of Default;

        (ii)    any steps which the Security Trustee has taken, or proposes to take, under the Master
                Security Trust Deed; and

        (iii)   any steps which the Trustee or the Manager has notified the Security Trustee that it
                has taken, or proposes to take, to remedy the Event of Default; and

(b)     call a meeting of the Secured Creditors of that Series. However, if the Security Trustee calls a
        meeting and before the meeting is held the Event of Default ceases to continue, the Security
        Trustee may cancel the meeting by giving notice to each person who was given notice of the
        meeting.

Security Trustee not liable for loss on Enforcement

Neither the Security Trustee (in its personal capacity only and not as trustee of the Security Trust) nor
any of its directors, officers, employees, agents or attorneys will be taken to be fraudulent, negligent or
in wilful default because:

(a)     any person other than the Master Security Trust does not comply with its obligations under the
        Transaction Documents;

(b)     of the financial condition of any person other than the Security Trustee;

(c)     any statement, representation or warranty of any person other then the Security Trustee in a
        Transaction Document is incorrect or misleading;

(d)     of any omission from or statement or information contained in any information memorandum
        or any advertisement, circular or other document issued in connection with any Notes;

(e)     of the lack of effectiveness, genuineness, validity, enforceability, admissibility in evidence or
        sufficiency of the Transaction Documents;

(f)     of acting, or not acting, in accordance with instructions of Secured Creditors; or


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(g)     of acting, or not acting, in good faith in reliance on:

        (i)     any communication or document that the Security Trustee believes to be genuine and
                correct and to have been signed or sent by the appropriate person; or

        (ii)    any opinion or advice of any professional advisers used by it in relation to any legal,
                accounting, taxation or other matters; or

(h)     of any error in the Note Register.; or

(i)     of giving priority to a Secured Creditor or class of Secured Creditors in accordance with its
        duties to the Secured Creditors (see “Security Trustee’s Undertakings” above).

Meetings of Voting Secured Creditors

The Master Security Trust Deed contains provisions for convening meetings of the Secured Creditors
to, among other things, enable the Secured Creditors to direct or consent to the Security Trustee taking
or not taking certain actions under the Master Security Trust Deed; for example to enable the Secured
Creditors, following the occurrence of an Event of Default, to direct the Security Trustee to declare the
Notes immediately due and payable and/or to enforce the Deed of Charge.

For the purposes of the Series, the Voting Secured Creditors will be the only Secured Creditors
entitled to:

(a)     vote in respect of an Extraordinary Resolution (excluding any Extraordinary Resolution which
        is also a Special Quorum Resolution) or Ordinary Resolution of the Series;

(b)     otherwise direct or give instructions or approvals to the Security Trustee in accordance with
        the Transaction Documents.

However, if a Transaction Document expressly provides for the passing of an Extraordinary
Resolution, Ordinary Resolution or Circulating Resolution by a class of Secured Creditors only (but
not all Secured Creditors), then the Secured Creditors of that class will be entitled to vote in respect of
that Extraordinary Resolution, Ordinary Resolution or Circulating Resolution.

If at any time there is a conflict between a duty the Security Trustee owes to a Secured Creditor, or a
class of Secured Creditor, of the Series and a duty the Security Trustee owes to another Secured
Creditor, or class of Secured Creditor, of the Series, the Security Trustee must give priority to the
duties owing to the Voting Secured Creditors.

Special Quorum Resolutions

Under the Master Security Trust Deed, certain matters require the passing of a Special Quorum
Resolution of Secured Creditors. These include (but are not limited to):

(a)     the exchange or substitution of any Notes for, or the conversion of those Notes into, other debt
        or equity securities or other obligations, other than an exchange, substitution or conversion
        which is expressly provided for in the Transaction Documents;

(b)     a variation of the date on which any payment is due on any Notes, other than a variation which
        is expressly provided for in the Transaction Documents;

(c)     a variation of the amount of any payment in respect of the Notes or a variation to the method
        of calculating such an amount, in each case, other than a variation which is expressly provided
        for in the Transaction Documents;



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(d)     a variation of the due currency of any payment in respect of the Notes.

Post-Event of Default Order of Application

Following the occurrence of an Event of Default and enforcement of the Deed of Charge, the Security
Trustee must apply all moneys received by it in respect of the Secured Property in the following order:

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

(b)     next, to pay pari passu and rateably any fees and any liabilities, losses, costs, claims, expenses,
        actions, damages, demands, charges, stamp duties and other taxes due to the Manager, the
        Note Trustee, the Agents, the Trustee or the Security Trustee and the Receiver’s remuneration;

(c)     next, to pay pari passu and rateably other outgoings and liabilities that the Receiver, the
        Trustee, the Manager or the Security Trustee have incurred in acting under the Master Trust
        Deed, the Issue Supplement or the Master Security Trust Deed;

(d)     next, to pay pari passu and rateably any security interests over the Series Assets of which the
        Security Trustee is aware having priority to the Deed of Charge in the order of their priority;

(e)     next, to pay pari passu and rateably:

        (i)     (subject to paragraph (b) of “Conversion of amounts owing in US$” below) to the
                Class A1 Noteholders of all Secured Moneys owing in relation to the Class A1 Notes
                (the Secured Moneys in respect of the Class A1 Notes will be converted from US$ to
                A$ in accordance with paragraph (a) of “Conversion of amounts owing in US$”
                below), to be applied (rateably amongst the Class A1 Notes):

                (A)      first, towards all unpaid interest on the Class A1 Notes; and

                (B)      second, to reduce the aggregate Invested Amount in respect of the Class A1
                         Notes at that time;

        (ii)    to the Class A1-R Noteholders and the Class A2 Noteholders, all Secured Moneys
                owing in relation to the Class A1-R Notes and the Class A2 Notes. This will be
                applied:

                (A)      first, pari passu and rateably towards all unpaid interest on the Class A1-R
                         Notes and the Class A2 Notes; and

                (B)      next, pari passu and rateably to reduce the aggregate Invested Amount of the
                         Class A1-R Notes and the Class A2 Notes;

        (iii)   all other Secured Moneys owing to the Liquidity Facility Provider;

        (iv)    all other Secured Moneys owing to the Seller in respect of unreimbursed Redraws;
                and

        (v)     towards payment to each Derivative Counterparty of all Secured Money owing under
                the relevant Derivative Contract, (excluding any break costs in respect of the
                termination of that Derivative Contract to the extent that the Derivative Counterparty
                is the Defaulting Party or sole Affected Party (other than in relation to a Termination



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               Event due to section 5(b)(i) (“Illegality”), section 5(b)(ii) (“Force Majeure Event”) or
               section 5(b)(iii) (“Tax Event”) of the Derivative Contract);

(f)    next, if after the application of “Conversion of amounts owing in US$” below in respect of
       any A$ payments under paragraph (e)(i) above, there are still Secured Moneys owing in
       respect of the Class A1 Notes, then in payment (subject to paragraph (b) of “Conversion of
       amounts owing in US$” below) amongst the Class A1 Notes of such remaining Secured
       Moneys owing in relation to those Class A1 Notes until all Secured Moneys owing in respect
       of such Class A1 Notes are paid to the Class A1 Noteholders;

(g)    next, all Secured Moneys owing in relation to the Class B Notes. This will be applied:

       (i)     first, pari passu and rateably towards all unpaid interest on the Class B Notes;

       (ii)    next, pari passu and rateably to reduce the aggregate Invested Amount of the Class B
               Notes;

(h)    next, all Secured Moneys owing in relation to the Class C Notes. This will be applied:

       (i)     first, pari passu and rateably towards all unpaid interest on the Class C Notes;

       (ii)    next, pari passu and rateably to reduce the aggregate Invested Amount of the Class C
               Notes;

(i)    next, pay pari passu and rateably all other Secured Moneys owing to each Derivative
       Counterparty not paid under the preceding paragraphs;

(j)    next, to pay pari passu and rateably to each Secured Creditor any Secured Moneys owing to
       that Secured Creditor under any Transaction Document and not satisfied under the preceding
       paragraphs;

(k)    next, to pay subsequent security interests over the Series Assets of which the Security Trustee
       is aware, in the order of their priority; and

(l)    next, to pay any surplus to the Trustee to be distributed in accordance with the terms of the
       Master Trust Deed and the Issue Supplement. The surplus will not carry interest as against the
       Security Trustee.

Conversion of amounts owing in US$

(a)    In calculating the amount of any Secured Moneys to be distributed to the Class A1
       Noteholders in accordance with the above “Post-Event of Default Order of Application”, the
       Security Trustee will convert (on a date selected by it in its discretion prior to such
       distribution) the amount of such Secured Moneys from US$ to A$ by reference to:

       (i)     if the Currency Swap has not been terminated, the A$ Exchange Rate; or

       (ii)    if the Currency Swap has been terminated, the exchange rate below which produces
               the lowest amount in Australian Dollars:

               (A)     the A$ Exchange Rate; or

               (B)     at the spot rate of exchange at which the Security Trustee is able to acquire
                       US$ in the spot foreign exchange market at that time.




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(b)     All payments to the Class A1 Noteholders by the Security Trustee must be made in US$, as
        follows:

        (i)     if the Currency Swap has not been terminated, the Security Trustee must pay all A$
                amounts payable to the Class A1 Noteholders under paragraph (e)(i) above “Post-
                Event of Default Order of Application” to the Currency Swap Provider, for conversion
                into US$ in accordance with the Currency Swap and payment by the Currency Swap
                Provider to the Class A1 Noteholders (or the Principal Paying Agent on their behalf);

        (ii)    if the Currency Swap has been terminated, the Security Trustee must convert (and pay
                to the Class A1 Noteholders) all A$ amounts payable to the Class A1 Noteholders
                under paragraph (e)(i) and, if applicable, paragraph (f) above “Post-Event of Default
                Order of Application” to US$ at the spot rate of exchange at which the Security
                Trustee is able to acquire US$ in the spot foreign exchange market at that time.

The proceeds of any collateral provided by under a Derivative Contract or under the Liquidity Facility
Agreement will not be treated as Secured Property available for distribution as described above. Any
such collateral shall (subject to the operation of any netting provisions in the relevant Derivative
Contract) be returned to the relevant Derivative Counterparty or the Liquidity Facility Provider (as
applicable) except to the extent that the relevant Derivative Counterparty or the Liquidity Facility
Provider (as applicable) requires it to be applied to satisfy any obligation owed to the Trustee by the
relevant Derivative Counterparty or the Liquidity Facility Provider (as applicable).

Master Servicing Deed

Appointment of Servicer

The Servicer and the Trustee have entered into the Master Servicing Deed under which the Servicer
agrees to service the Purchased Housing Loans in accordance with the requirements of that deed and
the relevant Guidelines.

Duties of Servicer

The Master Servicing Deed requires the Servicer to (among other things):

(a)     service the Purchased Housing Loans in accordance with the Guidelines;

(b)     make all reasonable efforts to collect all Collections in respect of the Purchased Housing
        Loans;

(c)     remit all Collections received by it into the Collection Account;

(d)     take all reasonable action to protect or enforce the terms of the Purchased Housing Loans;

(e)     make claims on behalf of the Trustee to the extent it is able to make a claim under any
        Insurance Policy; and

(f)     comply with its obligations under the Transaction Documents.

Indemnity

The Servicer must indemnify the Trustee against any loss arising from or incurred in connection with a
failure by the Servicer to perform any of its obligations under the Master Servicing Deed.




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Threshold Rate

Under the Issue Supplement, if, at any time, the Basis Swap terminates due to the default or failure to
perform by the Basis Swap Provider, the Manager must endeavour to (within 3 Business Days) ensure
that the Servicer sets the weighted average of the variable interest rates payable under each applicable
Purchased Housing Loan to at least equal to the Threshold Rate, unless:

(a)     a replacement swap is entered into on substantially similar terms and with a counterparty in
        respect of whom Rating Notification has been provided; or

(b)     such other arrangements is entered into in respect of which Rating Notification has been
        provided.

Custodian duties

The Master Servicing Deed requires the Servicer to:

(a)     hold as custodian at the direction of the Trustee each title document in respect of the Series
        that it may receive on behalf of the Trustee pursuant to a Transaction Document in accordance
        with its standard safe-keeping practices and in the same manner and to the same extent as it
        holds its own documents;

(b)     maintain a record of the physical movement of the relevant title documents; and

(c)     ensure that it is capable of locating security packets containing the relevant title documents.

Guidelines

The Servicer and the Manager may amend the Guidelines from time to time. However, the Manager
and the Servicer agree not to amend the Guidelines in a manner which would materially change the
rights or obligations of the Trustee, without the prior approval of the Trustee or in a manner which
would breach the National Credit Code (if applicable).

Delegation

The Servicer may employ agents and attorneys and may delegate in relation to some or all of its
obligations in respect of the Series with notice to the Trustee and the Security Trustee of the
delegation. The Servicer agrees to exercise reasonable care in selecting delegates and to supervise their
actions. The Servicer is responsible for and remains liable for any loss arising due to any acts or
omissions of any person appointed and for the payment of any fees of that person. The Servicer
remains responsible for its obligations under the Transaction Documents notwithstanding any
delegation by it.

Mandatory Retirement of the Servicer

The Servicer must retire as servicer of the Series if:

(a)     required by law; or

(b)     a Servicer Default in respect of that Series occurs (unless otherwise waived by the Trustee).

It is a “Servicer Default” if:

(i)     the Servicer does not pay any amount payable by it in respect of the Series under any
        Transaction Document of the Series on time and in the manner required under the relevant
        Transaction Document unless, in the case of a failure to pay on time, the Servicer pays the


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        amount within 10 Business Days of notice from either the Trustee or the Security Trustee,
        except where that amount is subject to a good faith dispute between the Servicer, the Trustee
        and the Manager;

(ii)    the Servicer:

        (A)      does not comply with any other obligation relating to the Series under any Transaction
                 Document of the Series and such non-compliance is likely to have a Material Adverse
                 Payment Effect in respect of the Series; and

        (B)      if the non-compliance can be remedied, does not remedy the non-compliance within
                 30 Business Days of the Servicer receiving a notice from the Trustee or the Security
                 Trustee requiring its remedy (or such longer period as may be agreed between the
                 Servicer and the Trustee);

(iii)   the Servicer becomes Insolvent;

(iv)    any representation or warranty made by the Servicer in connection with the Transaction
        Documents of the Series is incorrect or misleading when made and such failure is likely to
        have a Material Adverse Payment Effect in respect of the Series, unless such failure is
        remedied to the satisfaction of the Trustee within 90 days of the Servicer receiving a notice
        from the Trustee requesting the Servicer to remedy the failure.

Voluntary Retirement of Servicer

The Servicer may retire as servicer of the Series by giving the Trustee at least 90 days’ notice of its
intention to do so (or such lesser time as the Servicer and the Trustee agree). The retirement or
removal of the Servicer as servicer of a Series of a Trust will only take effect once a successor
Servicer is appointed for the Series and the successor servicer executes a deed under which it
covenants to act as servicer in accordance with the Master Servicing Deed and the other applicable
Transaction Documents of the Series.

Trustee to act as Standby Servicer

If the Servicer retires as servicer of the Series, the Servicer agrees to use its best endeavours to ensure
a successor servicer is appointed for the Series as soon as possible. If a successor servicer is not
appointed within 90 days after notice of retirement is given the Trustee must (subject to agreeing a fee
with the Manager) act as servicer of the Series and will be entitled to the same rights under the
Transaction Documents of the Series that it would have had if it had been party to them as Servicer at
the dates of those documents (including, without limitation, the right to any fees payable to the
Servicer), until a successor servicer is appointed by the Trustee.

Servicer to provide full co-operation

If the Servicer retires as servicer in respect of the Series, it agrees to promptly deliver to the successor
servicer all original documents in its possession relating to the Series and the Series Assets of the
Series and any other documents and information in its possession relating to the Series and the Series
Assets of the Series as are reasonably requested by the Trustee (where the Trustee is acting as
Servicer) or the successor servicer.

Notification to Rating Agency

The Manager agrees to notify each Rating Agency if:

(a)     the Servicer retires as servicer in respect of that Series; or



                                                                                                      139
(b)     it is proposed that a successor servicer be appointed.

Servicer’s fees and expenses

The Servicer is entitled to be paid a fee by the Trustee for performing its duties under the Master
Servicing Deed in respect of the Series (on terms agreed between the Trustee, the Manager and the
Servicer). The Trustee agrees to pay or reimburse the Servicer for all reasonable costs incurred by the
Servicer in connection with the enforcement and recovery of defaulted Series Assets, including costs
relating to any court proceedings, arbitration or other dispute.

Indemnity

The Servicer indemnifies the Trustee from and against any loss arising from or incurred in connection
with:

(a)     a representation or warranty given by it under a Transaction Document being incorrect;

(b)     a failure by the Servicer to perform any obligation under any Transaction Document to which
        it is a party in connection with the Series; and

(c)     any Servicer Default in respect of the Series.

Management Deed

Appointment of the Manager

Under the Management Deed, the Trustee appoints the Manager as its exclusive manager of the Series
Business of the Series to perform the services described in the Management Deed on behalf of the
Trustee.

Manager’s duties

Under the Management Deed, the Manager must (among other things) direct the Trustee in relation to
how to carry on the Series Business, including:

(a)     the Trustee entering into any document in connection with the Series;

(b)     the Trustee issuing Notes;

(c)     the Trustee acquiring, disposing of, or otherwise dealing with any Series Assets; and

(d)     the Trustee exercising its rights or complying with its obligations under the Transaction
        Documents.

The Management Deed contains various provisions relating to the Manager’s exercise of its powers
and duties under the Management Deed, including provisions entitling the Manager to act on expert
advice.

Delegation by the Manager

The Manager may employ agents and attorneys and may delegate any of its rights or obligations in its
capacity as manager. The Manager agrees to give notice to the Trustee of any such delegation. The
Manager must exercise reasonable care in selecting delegates and to supervise their actions, and is
responsible for loss arising due to any acts or omissions of any person appointed as delegate and for
the payment of any fees of that person.



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The Manager has or will delegate to National Australia Managers Limited (ABN 70 006 437 565)
certain duties and obligations that the Manager may or is required to undertake in relation to the
Transaction Documents.

Manager’s fees and expenses

The Manager is entitled to be paid a fee by the Trustee for performing its duties under the
Management Deed in respect of the Series (on terms agreed between the Manager and the Trustee).

Manager’s voluntary retirement

The Manager may retire from the management of the Series upon giving the Trustee at least 90 days’
notice of its intention to do so. The Manager’s retirement takes effect when a successor manager is
appointed for the Series.

Mandatory Retirement

The Manager must retire as manager of the Series if the Manager becomes Insolvent or is required by
law to retire. The Manager’s retirement takes effect when a successor manager is appointed for the
Series.

Removal of the Manager

The Trustee may remove the Manager as manager of the Series Business of the Series by giving the
Manager 90 days’ notice if at the time it gives the notice:

(a)     the Manager does not comply with an obligations under the Transaction Documents where
        such non-compliance has a Material Adverse Payment Effect and is not remedied within 30
        Business Days; and

(b)     each Rating Agency has been notified by the Manager of the proposed removal.

Appointment of successor manager

If the Manager retires or is removed as manager of the Series, the retiring Manager agrees to use its
best endeavours to appoint a person to replace the Manager as manager as soon as possible. If a
successor manager is not appointed within 90 days after notice of retirement or removal is given, the
Trustee may appoint a successor manager for the Series. The appointment of a successor manager will
only take effect once the successor manager has become bound by the Transaction Documents and
each Rating Agency has been notified of the proposed appointment of the successor manager.

Trust Administration Deed

Appointment of the Trust Administrator

Under the Trust Administration Deed, the Trustee appoints the Trust Administrator as its exclusive
trust administrator of the Trust to perform the services described in the Trust Administration Deed on
behalf of the Trustee.

Obligations of the Trust Administrator

Under the Trust Administration Deed, the Trust Administrator (amongst other things) carries on
certain of the day to day administration, supervision and management duties of the Trust in accordance
with the Transaction Documents for the Trust.




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The Trust Administration Deed contains various provisions relating to the Trust Administrator’s
exercise of its powers and duties under the Trust Administration Deed, including provisions entitling
the Trust Administrator to act on expert advice.

Delegation by the Trust Administrator

The Trust Administrator may employ agents and attorneys and may delegate any of its rights or
obligations in its capacity as manager and must notify the Trustee of the delegation. The Trust
Administrator agrees to exercise reasonable care in selecting delegates and to supervise their actions,
and is responsible for loss arising due to any acts or omissions of any person appointed as delegate and
for the payment of any fees of that person.

The Trust Administrator has or will delegate to National Australia Managers Limited (ABN 70 006
437 565) certain service, action or conduct that the Trust Administrator may or is required to
undertake in relation to the Transaction Documents.

Trust Administrator’s voluntary retirement

The Trust Administrator may retire as manager of the Trust upon giving the Trustee 90 days’ notice of
its intention to do so. The Trust Administrator’s retirement takes effect when a successor trust
administrator is appointed for the Trust.

Trust Administrator’s mandatory retirement

The Trust Administrator must retire as trust administrator of the Trust if the Trust Administrator
becomes Insolvent or is required by law to retire. The Trust Administrator’s retirement take effect
when a successor trust administrator is appointed for the Trust.

Removal of the Trust Administrator

The Trustee may remove the Trust Administrator as trust administrator of the Trust by giving the Trust
Administrator 90 days’ notice if at the time it gives the notice:

(a)     the Trust Administrator does not comply with an obligations under the Transaction
        Documents of any series of the Trust where such non-compliance has a Material Adverse
        Payment Effect and is not remedied within 30 days; and

(b)     each Rating Agency has been notified by the Trust Administrator of the proposed removal.

Appointment of successor trust administrator

If the Trust Administrator retires or is removed as trust administrator of the Series, the retiring Trust
Administrator agrees to use its best endeavours to appoint a person to replace the Trust Administrator
as trust administrator as soon as possible. If a successor trust administrator is not appointed within 90
days after notice of retirement or removal is given, the Trustee may appoint a successor trust
administrator for the Trust. The appointment of a successor trust administrator will only take effect
once the successor trust administrator has become bound by the Transaction Documents and each
Rating Agency has been notified of the proposed appointment of the successor trust administrator.

Fee

The Trust Administrator is entitled to be paid a fee by the Trustee for performing its duties under the
Trust Administration Deed in respect of the Series (on terms agreed between the Trust Administrator,
the Manager and the Trustee).




                                                                                                   142
Liquidity Facility

General

The Liquidity Facility Provider grants to the Trustee a loan facility in Australian Dollars in respect of
the Series in an amount equal to the Liquidity Limit.

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

Liquidity Advances

If, on any Determination Date during the availability period of the Liquidity Facility, the Manager
determines that there is a Liquidity Shortfall on that Determination Date, the Manager must direct the
Trustee to request a drawing to be made under the Liquidity Facility on the Payment Date immediately
following that Determination Date in accordance with the Liquidity Facility 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.

Interest

The 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 Trustee will pay to the Liquidity Facility Provider accrued interest on each
Liquidity Drawing.

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 and a 365 day year. 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 4 decimal places) and a percentage per annum as
agreed between the Liquidity Facility Provider and the Manager.

A “Liquidity Interest Period” in respect of a Liquidity Drawing commences on (and includes) its
drawdown date of that Liquidity Drawing 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.

Downgrade of Liquidity Facility Provider

If the Liquidity Facility Provider ceases to have:

(a)        in respect of S&P:

           (i)     a long term credit rating equal to or higher than BBB+; or

           (ii)    a long term credit rating equal to or higher than BBB, together with a short term credit
                   rating equal to or higher than A-2; or

           (iii)   a short term credit rating equal to or higher than A-2 (if the Liquidity Facility Provider
                   does not have any long term rating from S&P); and

(b)        in respect of Fitch, a short term credit rating equal to or higher than F1 (or F1+ if Fitch has
           placed the Liquidity Facility Provider on ratings watch negative at the relevant time) and a


                                                                                                       143
        long term credit rating equal to or higher than A (or A+ if Fitch has placed the Liquidity
        Facility Provider on ratings watch negative at the relevant time),

or such other credit rating or ratings by a Rating Agency as may be notified in writing by the Manager
to the Trustee from time to time provided that the Manager has delivered to the Trustee a Rating
Notification in respect of each Rating Agency, it must within 30 calendar days:

(a)     procure a replacement liquidity facility provider; or

(b)     request the Manager to make a Collateral Advance Request for an amount equal to the
        Available Liquidity Amount (“Collateral Advance”); or

(c)     take such other steps as the Manager may identify provided that a Rating Notification has
        been provided in respect of such steps.

If, after a Collateral Advance has been posted by the Liquidity Facility Provider, the Manager
determines that a Liquidity Shortfall has occurred, the amount of such Liquidity Shortfall must be
satisfied from the amount of that Collateral Advance deposited in the Liquidity Collateral Account.
On the termination of the Liquidity Facility, or if the Liquidity Facility Provider obtains the ratings
referred to above (or higher ratings than such ratings), the un-utilised portion of the Collateral
Advance (together with all accrued, but unpaid, interest on that amount) must be repaid to the
Liquidity Facility Provider and (except in the case of the termination of the Liquidity Facility) any
Liquidity Shortfalls occurring thereafter will be satisfied by the Liquidity Facility Provider meeting a
direct claim under the Liquidity Facility Agreement.

On each Payment Date the Trustee, at the discretion of the Manager, will pay the Liquidity Facility
Provider any interest that has been earned on the Liquidity Collateral Account or any other account
held by the Trustee in respect of the Collateral Advance.

The Collateral Advance will not form part of the Series Assets of the Series, except to the extent it is
available to the Trustee under the terms of the Liquidity Facility Agreement, and will not form part of
the Total Available Income (except to the extent applied as described in paragraph above) or Principal
Collections for distribution on a Payment Date or be available to Secured Creditors upon enforcement
of the Charge.

The “Liquidity Collateral Account” is a segregated account opened at the direction of the
Manager in the name of the Trustee with an Eligible Bank to which the proceeds of any Collateral
Advance are to be deposited.

Liquidity Event of Default

A “Liquidity Event of Default” occurs if:

(a)     the Trustee fails to pay:

        (i)     any amount owing under the Liquidity Facility Agreement where funds are available
                for that purpose under the Issue Supplement; or

        (ii)    without limiting paragraph (i) above, any amount due in respect of interest where
                funds are available for that purpose under the Issue Supplement,

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




                                                                                                   144
(b)     the Trustee alters or the Manager instructs it to alter the priority of payments in the Issue
        Supplement 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 an Adverse Effect;

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

(d)     the Trustee becomes Insolvent and the Trustee is not replaced in accordance with the Master
        Trust Deed within 30 days of it becoming Insolvent.

Termination and Extension of Liquidity Facility

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

On or before the Liquidity Facility Termination Date, the Trustee must repay:

(a)     all Liquidity Drawings outstanding;

(b)     interest accrued thereon; and

(c)     all other money due but unpaid under the Liquidity Facility Agreement,

in each case to the extent that amounts are available for that purpose in accordance with the Master
Security Trust Deed, the Deed of Charge and the Issue Supplement.

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

Liquidity Limit

The “Liquidity Limit” at any time will be the greater of:

(a)     $1,200,000; and

(b)     the lesser of:

        (i)       1.6% of the aggregate outstanding principal balance of all Purchased Housing Loans
                  in respect of which payments are not 90 days or more in arrears (as calculated on the
                  last day of the immediately preceding Collection Period) (or such other percentage as
                  the Manager and the Liquidity Facility Provider may agree provided that Rating
                  Notification has been given in respect of that other percentage); and

        (ii)      the amount (if any) to which the Liquidity Limit has been reduced by notice in writing
                  from the Trustee (at the direction of the Manager) to the Liquidity Facility Provider,
                  provided that Rating Notification has been provided in respect of such reduction.

.




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Servicer Delinquency Experience

The following table summarizes the experience of National Australia Bank Limited. In this table,
delinquency occurs when the actual outstanding principal balance of a particular housing loan is
greater than the scheduled amortising balance of that housing loan calculated in accordance with the
terms of that housing loan. The table expresses the number of delinquent loans at the relevant period
end as a percentage of the total number of loans serviced:

Delinquency tables*

                                      Sep-06                                           Sep-07                                           Sep-08


                                               Percent   Percent                                Percent   Percent                                Percent   Percent
                                               by No.      by                                   by No.      by                                   by No.      by
                  By No. of    A$ Dollar          of      Dollar   By No. of    A$ Dollar          of      Dollar   By No. of    A$ Dollar          of      Dollar
                   Loans       Amount           Loans    Amount     Loans       Amount           Loans    Amount     Loans       Amount           Loans    Amount


Period of
Delinquency:

31-60                1,635       $370.8m         0.35%     0.49%      1,774       $407.8m         0.39%     0.53%      1,234       $309.9m         0.27%     0.39%

61-90                  546       $132.3m         0.12%     0.18%        638       $155.4m         0.14%     0.20%        412       $111.0m         0.09%     0.14%

91-120                 326        $79.6m         0.07%     0.11%        371        $91.6m         0.08%     0.12%        255        $61.6m         0.06%     0.08%

121-150                200        $51.5m         0.04%     0.07%        222        $59.7m         0.05%     0.08%        140        $35.5m         0.03%     0.04%

151-180                166        $40.5m         0.04%     0.05%        190        $47.3m         0.04%     0.06%        116        $31.9m         0.03%     0.04%

>180                   679       $177.9m         0.15%     0.24%        827       $212.5m         0.18%     0.28%        800       $223.3m         0.18%     0.28%

Total >30 days       3,552       $852.5m         0.76%     1.13%      4,022       $974.2m         0.88%     1.27%      2,957       $773.2m         0.65%     0.97%

Non Accrual            488       $123.8m         0.10%     0.16%        808       $213.4m         0.18%     0.28%        914       $232.0m         0.20%     0.29%

Total Delinq         4,040       $976.2m         0.87%     1.30%      4,830      $1,187.7m        1.06%     1.55%      3,871      $1,005.2m        0.86%     1.26%

Total Portfolio     465,358    $75,283.8m                            454,824    $76,807.2m                            452,142    $79,686.9m



                                     Sep-09                                           Sep-10                                            Jul-11


                                               Percent   Percent                                Percent   Percent                                Percent   Percent
                                               by No.      by                                   by No.      by                                   by No.      by
                  By No. of   A$ Dollar           of      Dollar   By No. of   A$ Dollar           of      Dollar   By No. of    A$ Dollar          of      Dollar
                   Loans      Amount            Loans    Amount     Loans      Amount            Loans    Amount     Loans       Amount           Loans    Amount


Period of
Delinquency:

31-60                1,440      $361.5m          0.31%     0.44%      1,136      $301.5m          0.24%     0.33%      1,092       $312.2m        0.23%      0.31%

61-90                  586      $155.5m          0.13%     0.19%        401      $111.8m          0.09%     0.12%        497       $153.5m        0.10%      0.15%

91-120                 309       $85.2m          0.07%     0.10%        257       $81.8m          0.06%     0.09%        271        $79.2m        0.06%      0.08%

121-150                201       $66.2m          0.04%     0.08%        137       $35.6m          0.03%     0.04%        194        $60.3m        0.04%      0.06%

151-180                149       $46.1m          0.03%     0.06%        114       $38.3m          0.02%     0.04%        127        $34.6m        0.03%      0.03%

>180                   687      $216.7m          0.15%     0.26%        799      $226.7m          0.17%     0.25%        829       $247.1m        0.17%      0.24%

Total >30 days       3,372      $931.2m          0.73%     1.12%      2,844      $795.8m          0.61%     0.87%      3,010       $886.9m        0.62%      0.88%

Non Accrual          1,033      $284.6m          0.22%     0.34%        807      $222.2m          0.17%     0.24%        686       $213.4m        0.14%      0.21%

Total Delinq         4,405     $1,215.8m         0.96%     1.46%      3,651     $1,018.0m         0.78%     1.11%      3,696      $1,100.3m       0.76%      1.09%

Total Portfolio    459,639    $83,041.3m                            466,744    $91,964.4m                            483,614    $101,255.7m


* It should be noted that the delinquency figures above do not include (i) “watch loans” (other loans of
a customer where that customer has a loan that is greater than 30 days delinquent) unless those other
loans are also greater than 30 days delinquent and (ii) “hardship loans” where a customer has received
approval from National Australia Bank Limited to reduce the amount of repayments or postpone
repayments for a time (or both) on the basis of hardship.




                                                                                                                                                            146
Losses Table


                                      Write-Offs                Recoveries
                                         as a                       as a
                                     Percentage                 Percentage
                           Total       of Total                   of Total                    Total
                           Write-    Outstanding     Total      Outstanding                Outstanding
                           Offs       Portfolio    Recoveries    Portfolio       Net        Portfolio
                            A$         Balance        A$         Balance      Write Offs   Balance A$
 At Fiscal year
 ended:
 September 30, 2006         $9.4m      0.012%       $350,936     0.0005%       $9.1m         $75.3b
 September 30, 2007        $19.9m      0.026%      $1,191,691    0.002%        $18.7m        $76.8b
 September 30, 2008        $24.0m      0.030%      $1,129,715    0.001%        $22.9m        $79.7b
 September 30, 2009        $86.9m      0.105%       $194,195     0.000%        $86.7m        $83.0b
 September 30, 2010        $55.6m      0.060%        $1.4m        0.002%       $54.2m        $92.0b
 Fiscal year to July 31,
 2011                      $56.6m      0.056%      $1,338,672     0.001%       $55.3m        $101.3b


There can be no assurance that the delinquency and foreclosure experience with respect to the
Purchased Housing Loans will correspond to the delinquency and foreclosure experience of the
Servicer’s mortgage portfolio set out in the preceding tables. The statistics shown in the preceding
tables represent the delinquency and foreclosure experience for the total residential mortgage
portfolios for each of the years presented, whereas the aggregate delinquency and foreclosure
experience on the Purchased Housing Loans will depend on the results obtained over the life of the
Purchased Housing Loans. In addition, the above statistics include housing loans with a variety of
payment and other characteristics that may not correspond to those of the Purchased Housing Loans.
Moreover, if the residential real estate market should experience an overall decline in property values
such that the principal balances of the Purchased Housing Loans become equal to or greater than the
value of the related mortgaged properties, the actual rates of delinquencies and foreclosures could be
significantly higher than those previously experienced by National Australia Bank Limited. In
addition, adverse economic conditions, which may or may not affect real property values, may affect
the timely payment by borrowers of scheduled payments of principal and interest on the Purchased
Housing Loans and, accordingly, the rates of delinquencies, foreclosures, bankruptcies and losses with
respect to the Purchased Housing Loans.

                                    Prepayment and Yield Considerations

The following information is given solely to illustrate the effect of prepayments of the Purchased
Housing Loans on the weighted average life of the Class A1 Notes and the Class A2 Notes under the
stated assumptions and is not a prediction of the prepayment rate that might actually be experienced.

General

The rate of principal payments and aggregate amount of payments on the Notes and the yield to
maturity of the Notes will relate to the rate and timing of payments of principal on the Purchased
Housing Loans. The rate of principal payments on the Purchased Housing Loans will in turn be
affected by the amortization schedules of the Purchased Housing Loans (including interest based
repayment option housing loans) and by the rate of principal prepayments, including for this purpose
prepayments resulting from refinancing, liquidations of the Purchased Housing Loans due to defaults,
casualties, condemnations and repurchases by the Seller. Subject, in the case of fixed-rate Purchased
Housing Loans, to the payment of applicable fees, the Purchased Housing Loans may be prepaid by
the mortgagors at any time.




                                                                                                         147
Prepayments

Prepayments, liquidations and purchases of the Purchased Housing Loans, including optional purchase
of the remaining Purchased Housing Loans in connection with the termination of the Trust, will result
in early payments of Invested Amounts on the Notes. Prepayments of principal may occur in the
following situations:

•       refinancing by mortgagors with other financiers;

•       receipt by the Trustee of enforcement proceeds due to a mortgagor having defaulted on its
        Purchased Housing Loan;

•       receipt by the Trustee of insurance proceeds in relation to a claim under a mortgage insurance
        policy in respect of a Purchased Housing Loan;

•       repurchase by the Seller as a result of a breach by it of certain representations, less the
        principal balance of any related substituted loan, if any;

•       receipt by the Trust of any net amount attributable to principal from another trust established
        under the Master Trust Deed with respect to the substitution of a Purchased Housing Loan;

•       repurchase of the Purchased Housing Loans as a result of an optional termination or a
        redemption for taxation or other reasons;

•       receipt of proceeds of enforcement of the Deed of Charge prior to the final maturity date of
        the Notes; or

•       receipt of proceeds of the sale of Purchased Housing Loans if the Trust is terminated while
        Notes are outstanding, for example, if required by law, and the Purchased Housing Loans are
        then either:

        •       repurchased by NAB under its right of first refusal; or

        •       sold to a third party.

The prepayment amounts described above are reduced by principal draws.

Since the rate of payment of principal of the Purchased Housing Loans cannot be predicted and will
depend on future events and a variety of factors, no assurance can be given to you as to this rate of
payment or the rate of principal prepayments. The extent to which the yield to maturity of any Note
may vary from the anticipated yield will depend upon the following factors:

•       the degree to which a Note is purchased at a discount or premium; and

•       the degree to which the timing of payments on the Note is sensitive to prepayments,
        liquidations and purchases of the Purchased Housing Loans.

A wide variety of factors, including economic conditions, the availability of alternative financing and
homeowner mobility may affect the Trust’s prepayment experience with respect to the Purchased
Housing Loans. In particular, under Australian law, unlike the law of the U.S., interest on loans used
to purchase a principal place of residence is not ordinarily deductible for taxation purposes.




                                                                                                  148
Weighted Average Lives

The weighted average life of a Class A Note refers to the average amount of time that will elapse from
the date of issuance of the Class A Note to the date the principal repayable under the Class A Note is
reduced to zero.

Usually, greater than anticipated principal prepayments will increase the yield on Class A Notes
purchased at a discount and will decrease the yield on Class A Notes purchased at a premium. The
effect on your yield due to principal prepayments occurring at a rate that is faster or slower than the
rate you anticipated will not be entirely offset by a subsequent similar reduction or increase,
respectively, in the rate of principal payments. The amount and timing of delinquencies and defaults
on the Purchased Housing Loans and the recoveries, if any, on defaulted Purchased Housing Loans
and foreclosed properties will also affect the weighted average life of the Class A Notes.

The following tables are based on a constant prepayment rate model. Constant prepayment rate
represents an assumed constant rate of prepayment each month, expressed as a per annum percentage
of the principal balance of the pool of mortgage loans for that month. Constant prepayment rate does
not purport to be a historical description of prepayment experience or a prediction of the anticipated
rate of prepayment of any pool of housing loans, including the housing loans in your pool. Neither of
the Seller nor the Manager believes that any existing statistics of which it is aware provide a reliable
basis for Class A Noteholders to predict the amount or timing of receipt of housing loan prepayments.

The following tables are based upon the assumptions in the following paragraph, and not upon the
actual characteristics of the housing loans. Any discrepancies between characteristics of the actual
housing loans and the assumed housing loans may have an effect upon the percentages of the Invested
Amounts outstanding and weighted average lives of the Class A Notes set forth in the tables.
Furthermore, since these discrepancies exist, principal payments on the Class A Notes may be made
earlier or later than the tables indicate.

For the purpose of the following tables, it is assumed that:

•       the pool consists of fully-amortising Purchased Housing Loans having the following
        approximate characteristics:

        •        gross interest rate of 6.99%*;

        •        seasoning of 21 months*;

        •        remaining term to maturity of 329 months*; and

        *weighted average

•       the expected Cut-Off Date is the close of business on or around 20 September 2011;

•       the Closing Date is 28 September 2011;

•       payments on the Class A1 Notes are made on the 20th day of each of March, June, September
        and December in which the relevant Quarterly Payment Date occurs, commencing in
        December 2011, and are made in accordance with the priorities described in the section
        entitled “Cashflow Allocation Methodology”;

•       payments on the Class A2 Notes, the Class A1-R Notes (if any), the Class B Notes and the
        Class C Notes are made on the 20th day of the month in which the relevant Payment Date
        occurs, commencing in November 2011, and are made in accordance with the priorities
        described in the section entitled “Cashflow Allocation Methodology”;


                                                                                                   149
•       the Purchased Housing Loans’ prepayment rates are equal to the respective percentages of
        Prepayment Assumption indicated in the tables;

•       payments are scheduled monthly and the scheduled monthly payments of principal and
        interest on the Purchased Housing Loans will be timely delivered at the end of that period;

•       there are no defaults, arrears, additional redraws or substitutions with respect to the Purchased
        Housing Loans other than those accounted for in the Prepayment Assumption;

•       all prepayments are received on the last day of the relevant period and include interest on the
        prepayment for the month;

•       Principal Collections are distributed according to the rules of distribution set forth in the
        section entitled “Cashflow Allocation Methodology;

•       all payments under the Basis Swap, Fixed Rate Swap and the Currency Swap are made as
        expected;

•       the Trustee does not exercise its right of optional redemption of the Notes, except with respect
        to the line titled “Weighted Average Life - To Call (Years);

•       there are no ongoing fees of the Series;

•       no principal is retained in the Class A1 Note Redemption Fund; and

•       the A$ Equivalent of the aggregate principal amount of the Class A1 Notes, the Class A2
        Notes, the Class B Notes and the Class C Notes equals the aggregate outstanding principal
        balance of the Purchased Housing Loans as of the Cut-Off Date and the relative proportions of
        the Class A1 Notes, the Class A2 Notes, the Class B Notes and the Class C Notes are in
        accordance with the descriptions included in this Offering Circular.

It is not likely that the Purchased Housing Loans will pay at any assumed constant prepayment rate to
maturity or that all Purchased Housing Loans will prepay at the same rate. In addition, the diverse
remaining terms to maturity of the Purchased Housing Loans, and the inclusion of interest based
repayment option housing loans, could produce slower or faster payments of principal than indicated
in the tables at the assumed constant prepayment rate specified, even if the weighted average
remaining term to maturity of the Purchased Housing Loans is the same as the weighted average
remaining term to maturity of the assumptions described in this section. You are urged to make your
investment decisions on a basis that includes your determination as to anticipated prepayment rates
under a variety of the assumptions discussed in this Offering Circular as well as other relevant
assumptions.

In the following tables, the percentages have been rounded to the nearest whole number and the
weighted average life of a class of Class A Notes is determined by the following three step process:

•       multiplying the amount of each payment of principal thereof by the number of years from the
        date of issuance to the related Payment Date;

•       summing the results, and

•       dividing the sum by the aggregate payments of principal referred to in the first clause above
        and rounding to two decimal places.




                                                                                                        150
Class A1 Notes
Class A1 Notes refinanced in full on the Class A1 Note Scheduled Maturity Date by the issuance of Class A1-R Notes
     CPR Assumptions            5%         10%        15%        20%        25%         30%         35%
     Initial Percentage       100%        100%       100%       100%       100%        100%        100%
            Sep 12            100%        100%       100%       100%       100%        100%        100%
            Sep 13              0%          0%         0%         0%         0%          0%         0%
            Sep 14              0%          0%         0%         0%         0%          0%         0%
            Sep 15              0%          0%         0%         0%         0%          0%         0%
            Sep 16              0%          0%         0%         0%         0%          0%         0%
            Sep 17              0%          0%         0%         0%         0%          0%         0%
            Sep 18              0%          0%         0%         0%         0%          0%         0%
            Sep 19              0%          0%         0%         0%         0%          0%         0%
            Sep 20              0%          0%         0%         0%         0%          0%         0%
            Sep 21              0%          0%         0%         0%         0%          0%         0%
            Sep 22              0%          0%         0%         0%         0%          0%         0%
            Sep 23              0%          0%         0%         0%         0%          0%         0%
            Sep 24              0%          0%         0%         0%         0%          0%         0%
            Sep 25              0%          0%         0%         0%         0%          0%         0%
            Sep 26              0%          0%         0%         0%         0%          0%         0%
            Sep 27              0%          0%         0%         0%         0%          0%         0%
            Sep 28              0%          0%         0%         0%         0%          0%         0%
            Sep 29              0%          0%         0%         0%         0%          0%         0%
            Sep 30              0%          0%         0%         0%         0%          0%         0%
            Sep 31              0%          0%         0%         0%         0%          0%         0%
            Sep 32              0%          0%         0%         0%         0%          0%         0%
            Sep 33              0%          0%         0%         0%         0%          0%         0%
            Sep 34              0%          0%         0%         0%         0%          0%         0%
            Sep 35              0%          0%         0%         0%         0%          0%         0%
            Sep 36              0%          0%         0%         0%         0%          0%         0%
            Sep 37              0%          0%         0%         0%         0%          0%         0%
            Sep 38              0%          0%         0%         0%         0%          0%         0%
            Sep 39              0%          0%         0%         0%         0%          0%         0%
  Weighted Average Life
       To Call (years)         1.98        1.98       1.98       1.98       1.98        1.98       1.98
    To Maturity (years)        1.98        1.98       1.98       1.98       1.98        1.98       1.98

Shading reflects the early redemption of the Notes on the first Call Option Date


Class A2 Notes
Class A1 Notes refinanced in full on the Class A1 Note Scheduled Maturity Date by the issuance of Class A1-R Notes
     CPR Assumptions            5%         10%        15%        20%        25%         30%        35%
     Initial Percentage       100%        100%       100%       100%       100%        100%        100%
            Sep 12             91%         84%        76%        69%        62%         54%        47%
            Sep 13             82%         69%        57%        45%        34%         24%         14%
            Sep 14             77%         61%        46%        34%        25%         16%         9%
            Sep 15             71%         53%        38%        27%        18%         11%         6%
            Sep 16             66%         46%        32%        21%        13%          8%         4%
            Sep 17             61%         40%        26%        17%        10%          5%         2%
            Sep 18             56%         35%        22%        13%         7%          3%         1%
            Sep 19             52%         31%        18%        10%         5%          2%         0%
            Sep 20             47%         27%        15%         8%         4%          1%         0%
            Sep 21             43%         24%        12%         6%         2%          1%         0%
            Sep 22             40%         21%        10%         4%         1%          0%         0%
            Sep 23             37%         18%         8%         3%         1%          0%         0%
            Sep 24             33%         16%         7%         2%         0%          0%         0%
            Sep 25             30%         14%         5%         1%         0%          0%         0%
            Sep 26             28%         12%         4%         1%         0%          0%         0%
            Sep 27             25%         10%         3%         0%         0%          0%         0%
            Sep 28             22%          8%         2%         0%         0%          0%         0%
            Sep 29             20%          7%         1%         0%         0%          0%         0%
            Sep 30             17%          5%         1%         0%         0%          0%         0%
            Sep 31             15%          4%         0%         0%         0%          0%         0%
            Sep 32             13%          3%         0%         0%         0%          0%         0%
            Sep 33             11%          2%         0%         0%         0%          0%         0%
            Sep 34              8%          1%         0%         0%         0%          0%         0%
            Sep 35              6%          1%         0%         0%         0%          0%         0%
            Sep 36              4%          0%         0%         0%         0%          0%         0%
            Sep 37              2%          0%         0%         0%         0%          0%         0%
            Sep 38              0%          0%         0%         0%         0%          0%         0%
            Sep 39              0%          0%         0%         0%         0%          0%         0%
  Weighted Average Life
       To Call (years)         9.93        6.16       4.13       2.95       2.19        1.67       1.27
    To Maturity (years)       10.10        6.43       4.37       3.13       2.32        1.75       1.32

Shading reflects the early redemption of the Notes on the first Call Option Date




                                                                                                                     151
Class A1 Notes
Class A1 Notes remain outstanding after the Class A1 Notes Scheduled Maturity Date
     CPR Assumptions         5%          10%         15%       20%        25%       30%    35%
     Initial Percentage     100%         100%       100%       100%      100%      100%   100%
            Sep 12          100%         100%       100%       100%      100%      100%   100%
            Sep 13           99%         99%         98%       98%        97%       96%    95%
            Sep 14           92%         86%         80%       73%        66%       59%    50%
            Sep 15           85%          75%        64%        54%       43%       32%    21%
            Sep 16           79%          64%        51%        38%       26%       14%    2%
            Sep 17           73%          55%        40%        26%       14%       2%     0%
            Sep 18           67%         47%         30%       16%        4%        0%     0%
            Sep 19           61%         39%         22%        9%        0%        0%     0%
            Sep 20           56%         33%         16%        3%        0%        0%     0%
            Sep 21           50%         27%         10%        0%        0%        0%     0%
            Sep 22           45%         22%          6%        0%        0%        0%     0%
            Sep 23           41%         17%          2%        0%        0%        0%     0%
            Sep 24           36%          13%         0%        0%        0%        0%     0%
            Sep 25           32%          9%          0%        0%        0%        0%     0%
            Sep 26           28%          6%          0%        0%        0%        0%     0%
            Sep 27           24%          3%          0%        0%        0%        0%     0%
            Sep 28           20%          0%          0%        0%        0%        0%     0%
            Sep 29           16%          0%          0%        0%        0%        0%     0%
            Sep 30           13%          0%          0%        0%        0%        0%     0%
            Sep 31           9%           0%          0%        0%        0%        0%     0%
            Sep 32           6%           0%          0%        0%        0%        0%     0%
            Sep 33           3%           0%          0%        0%        0%        0%     0%
            Sep 34           0%           0%          0%        0%        0%        0%     0%
            Sep 35           0%           0%          0%        0%        0%        0%     0%
            Sep 36           0%           0%          0%        0%        0%        0%     0%
            Sep 37           0%           0%          0%        0%        0%        0%     0%
            Sep 38           0%           0%          0%        0%        0%        0%     0%
            Sep 39           0%           0%          0%        0%        0%        0%     0%
  Weighted Average Life
       To Call (years)      10.94        7.55        5.78      4.75      4.09      3.62   3.27
    To Maturity (years)     10.94        7.55        5.78      4.75      4.09      3.62   3.27

Shading reflects the early redemption of the Notes on the first Call Option Date




                                                                                                 152
Class A2 Notes
Class A1 Notes remain outstanding after the Class A1 Notes Scheduled Maturity Date
     CPR Assumptions          5%         10%         15%       20%       25%        30%    35%
     Initial Percentage     100%         100%       100%       100%      100%      100%   100%
            Sep 12           91%         84%         76%       69%       62%       54%    47%
            Sep 13           82%         69%         57%       45%       34%       24%    14%
            Sep 14           77%         61%         47%       35%       25%       16%    10%
            Sep 15           71%         53%         38%       27%       18%       11%     7%
            Sep 16           66%         47%         31%       20%       12%        7%     5%
            Sep 17           61%          40%        26%        15%       9%         5%    0%
            Sep 18           57%          35%        21%        11%       6%         1%    0%
            Sep 19           52%          30%        16%        8%        3%         0%    0%
            Sep 20           48%         26%         13%        6%        0%        0%     0%
            Sep 21           44%         22%         10%        3%        0%        0%     0%
            Sep 22           40%         19%          7%        0%        0%        0%     0%
            Sep 23           36%         16%          5%        0%        0%        0%     0%
            Sep 24           33%         13%          3%        0%        0%        0%     0%
            Sep 25           29%          10%         1%        0%        0%         0%    0%
            Sep 26           26%          8%          0%        0%        0%         0%    0%
            Sep 27           23%          6%          0%        0%        0%         0%    0%
            Sep 28           20%          5%          0%        0%        0%        0%     0%
            Sep 29           17%          2%          0%        0%        0%        0%     0%
            Sep 30           14%          0%          0%        0%        0%        0%     0%
            Sep 31           12%          0%          0%        0%        0%        0%     0%
            Sep 32            9%          0%          0%        0%        0%        0%     0%
            Sep 33            7%          0%          0%        0%        0%        0%     0%
            Sep 34            4%          0%          0%        0%        0%         0%    0%
            Sep 35            1%          0%          0%        0%        0%         0%    0%
            Sep 36            0%          0%          0%        0%        0%        0%     0%
            Sep 37            0%          0%          0%        0%        0%        0%     0%
            Sep 38            0%          0%          0%        0%        0%        0%     0%
            Sep 39            0%          0%          0%        0%        0%        0%     0%
  Weighted Average Life
       To Call (years)       9.70        5.94        3.99      2.86      2.15      1.65   1.30
    To Maturity (years)      9.72        5.98        4.02      2.89      2.17      1.67   1.31

Shading reflects the early redemption of the Notes on the first Call Option Date




                                                                                                 153
                                             Use of Proceeds

The proceeds from the sale of the Class A1 Notes (after being exchanged to A$ pursuant to the
Currency Swap) and the Class A2 Notes, will amount to A$1,395,267,639.90 and will be used by the
Trustee to acquire from the Seller equitable title to the Purchased Housing Loans and related
mortgages, as well as to acquire other Authorised Investments.

                                  Legal Aspects of the Housing Loans

The following discussion is a summary of the material legal aspects of Australian residential housing
loans and mortgages. It is not an exhaustive analysis of the relevant law. Some of the legal aspects are
governed by the law of the applicable State or Territory of Australia. Laws may differ between States
and Territories. The summary does not reflect the laws of any particular jurisdiction or cover all
relevant laws of all jurisdictions in which a mortgaged property may be situated, although it reflects
the material aspects of the laws of New South Wales, without referring to any specific legislation of
that State.

General

There are two parties to a mortgage. The first party is the mortgagor, who is either the borrower and
homeowner or, where the relevant loan is guaranteed and the guarantee is secured by a mortgage, the
guarantor. The mortgagor grants the mortgage over their property. The second party is the mortgagee,
who is the lender. Each housing loan will be secured by a mortgage which has a first ranking priority
in respect of the mortgaged property over all other mortgages granted by the relevant borrower and
over all unsecured creditors of the borrower, except in respect of certain statutory rights such as some
rates and taxes, which are granted statutory priority. If the housing loan is not secured by a first
ranking mortgage the Seller will equitably assign to the Trustee all prior ranking registered mortgages
in relation to that housing loan. Each borrower under the housing loans is prohibited under its loan
documents from creating another mortgage or other security interest over the relevant mortgaged
property without the consent of NAB.

Nature of Housing Loans as Security

There are a number of different forms of title to land in Australia. The most common form of title in
Australia is “Torrens title”. The housing loans in the proposed housing loan pool are all secured by
Torrens title land.

“Torrens title” land is freehold or leasehold title, interests in which are created by registration in one or
more central land registries of the relevant State or Territory. Each parcel of land is represented by a
specific certificate of title. The original certificate is retained by the registry, and in most States and
Territories a duplicate certificate is issued to the owner who then provides it to the mortgagee as part
of the security for the housing loan. Any dealing with the relevant land is carried out by pro forma
instruments which become effective on registration and which normally require production of the
duplicate certificate of title for registration.

Ordinarily the relevant certificate of title, or any registered plan and instruments referred to in it, will
reveal the position and dimensions of the land, the present owner, and any registered leases, registered
mortgages, registered easements and other registered dealings to which it is subject. The certificate of
title is conclusive evidence, except in limited circumstances, such as fraud, of the matters stated in it.
Some Torrens title property securing housing loans and thus comprised in the mortgaged property,
will be “strata title” or “urban leasehold”.




                                                                                                       154
Strata Title

“Strata title” is an extension of the Torrens title system and was developed to enable the creation of,
and dealings with, various parts of multi-story buildings (commonly referred to as apartment units or
strata lots) which are similar to condominiums in the U.S., and is governed by the legislation of the
State or Territory of Australia in which the property is situated.

Under strata title, each proprietor has title to, and may freely dispose of, their strata lot. Certain parts
of the property, such as the land on which the building is erected, the stairwells, entrance lobbies and
the like, are known as “common property” and are held by an “owners corporation” for the benefit of
the individual proprietors. All proprietors are members of the owners corporation, which is vested with
the control, management and administration of the common property and the strata scheme generally,
for the benefit of the proprietors, including the rules governing the apartment block. Only Torrens title
land can be the subject of strata title in this way, and so the provisions referred to in this section in
relation to Torrens title apply to the title in an apartment unit held by a strata proprietor.

Urban Leasehold

All land in the Australian Capital Territory is owned by the Commonwealth of Australia and is subject
to a leasehold system of land title known as urban leasehold. Dealings with these leases are registered
under the Torrens title system. Mortgaged property in that jurisdiction comprises a Crown lease and
developments on the land are subject to the terms of that lease.

Any such lease:

•       cannot have a term exceeding 99 years, although the term can be extended under a
        straightforward administrative process in which the only qualification to be considered is
        whether the land may be required for a public purpose; and

•       where it involves residential property, is subject to a nominal rent of A$0.05 per annum on
        demand.

As with other Torrens title land, the proprietor’s leasehold interest in the land is entered in a central
register and the proprietor may deal with their leasehold interest, including granting a mortgage over
the property, without consent from the government. In all cases where mortgaged property consists of
a leasehold interest, the unexpired term of the lease exceeds the term of the housing loan secured by
that mortgaged property. Leasehold property may become subject to native title claims. Native title
was only recognized by the Australian courts in 1992. Native title to particular property is based on the
traditional laws and customs of indigenous Australians and is not necessarily extinguished by grants of
Crown leases over that property. The extent to which native title exists over property, including
property subject to a Crown lease, depends on whether a continuing connection with that land can be
demonstrated by the indigenous claimants asserting native title, and whether the native title has been
extinguished by the granting of the leasehold interest. If the lease confers the right to exclusive
possession over the property, which is typically the case with a residential lease, the current view is
that native title over the relevant property will be extinguished.

Taking Security Over Land

The law relating to the granting of security over real property is made complex by the fact that each
State and Territory of Australia has separate governing legislation. The following is a brief overview
of some issues involved in taking security over land. Under Torrens title, registration of a mortgage
using the prescribed form executed by the mortgagor is required in order for the mortgagee to obtain
both the remedies of a mortgagee granted by statute and the relevant priorities against other secured
creditors. To this extent, the mortgagee is said to have a legal or registered title. However, registration
does not transfer title in the property and the mortgagor remains as legal owner. Rather, the Torrens



                                                                                                      155
title mortgage takes effect as a statutory charge or security only. The Torrens title mortgagee does not
obtain an “estate” in the property but does have an interest in the land which is recorded on the register
and the certificate of title for the property. A search of the register by any subsequent creditor or
proposed creditor will reveal the existence of the prior mortgage.

In most States and Territories of Australia, a mortgagee will retain a duplicate certificate of title which
mirrors the original certificate of title held at the relevant land registry office.

Although the certificate is not a document of title as such, the procedure for replacement is sufficiently
onerous to act as a deterrent against most mortgagor fraud. Failure to retain the certificate may in
certain circumstances constitute negligent conduct resulting in a postponement of the mortgagee’s
priority to a later secured creditor.

In Queensland, under the Land Title Act 1994, duplicate certificates of title are no longer issued to
mortgagees as a matter of practice. A record of the title is stored on computer at the land registry
office and the mortgage is registered on that computerized title. However, a copy of the computer title
can be used and held by the mortgagee. In Western Australia, under the Transfer of Land Act 1893,
duplicate certificates of title are optional at the election of the registered proprietor.

Once the mortgagor has repaid the loan, a discharge of mortgage executed by the mortgagee is lodged
with the relevant land registry office by the mortgagor or the mortgagee and the mortgage will then be
removed from the certificate of title for the property.

National Australia Bank Limited as Mortgagee

NAB is, and until a Title Perfection Event occurs intends to remain, the registered mortgagee of all the
mortgages. The borrowers will not be aware of the equitable assignment of the housing loans and
mortgages to the Trustee.

Prior to any Title Perfection Event, NAB, as Servicer, will undertake any necessary enforcement
action with respect to defaulted housing loans and mortgages. Following a Title Perfection Event, the
Trustee is entitled, under an irrevocable power of attorney granted to it by NAB, to be registered as
mortgagee of the mortgages. Until that registration is achieved, the Trustee or the Manager (on behalf
of the Trustee) is entitled, but not obligated, to lodge caveats on the register publicly to notify its
interest in the mortgages.

Enforcement of Registered Mortgages

Subject to the discussion in this section, if a borrower defaults under a housing loan, the loan
documents should provide that all moneys under the housing loan may be declared immediately due
and payable. In Australia, a lender may sue to recover all outstanding principal, interest and fees under
the personal covenant of a borrower contained in the loan documents to repay those amounts. In
addition, the lender may enforce a registered mortgage in relation to the defaulted loan. Enforcement
may occur in a number of ways, including the following:

•       The mortgagee may enter into possession of the property. If it does so, it does so in its own
        right and not as agent of the mortgagor, and so may be personally liable for mismanagement
        of the property and to third parties as occupier of the property.

•       The mortgagee may, in limited circumstances, lease the property to third parties.

•       The mortgagee may foreclose on the property. Under foreclosure procedures, the mortgagee
        extinguishes the mortgagor’s title to the property so that the mortgagee becomes the absolute
        owner of the property, a remedy that is, because of procedural constraints, rarely used. If the




                                                                                                     156
        mortgagee forecloses on the property, it loses the right to sue the borrower under the personal
        covenant to repay and can look only to the value of the property for satisfaction of the debt.

•       The mortgagee may appoint a receiver to deal with income from the property or exercise other
        rights delegated to the receiver by the mortgagee. A receiver is the agent of the mortgagor and
        so, unlike when the mortgagee enters possession of property, in theory the mortgagee is not
        liable for the receiver’s acts or as occupier of the property. In practice, however, the receiver
        will require indemnities from the mortgagee that appoints it.

•       The mortgagee may sell the property, subject to various duties to ensure that the mortgagee
        exercises proper care in relation to the sale. This power of sale is usually expressly contained
        in the mortgage documents, and is also implied in registered mortgages under the relevant
        Torrens title legislation in each State or Territory of Australia. The Torrens title legislation
        prescribes certain forms and periods of notice to be given to the mortgagor prior to
        enforcement. A sale under a mortgage may be by public auction or private treaty subject to the
        mortgagee’s duty to obtain a fair price. Once registered, the purchaser of property sold
        pursuant to a mortgagee’s power of sale becomes the absolute owner of the property.

A mortgagee’s ability to call in all amounts under a housing loan or enforce a mortgage which is
subject to the Consumer Credit Legislation is limited by various demand and notice procedures which
are required to be followed. For example, as a general rule enforcement cannot occur unless the
relevant default is not remedied within 30 days after a default notice is given. Borrowers may also be
entitled to initiate negotiations with the mortgagee for a postponement of enforcement proceedings.

Penalties and Prohibited Fees

Australian courts will not enforce an obligation of a borrower to pay default interest on delinquent
payments if the court determines that the relevant default interest rate is a penalty. Certain
jurisdictions prescribe a maximum recoverable interest rate, although in most jurisdictions there is no
specified threshold rate to determine what is a penalty. In those circumstances, whether a rate is a
penalty or not will be determined by reference to such factors as the prevailing market interest rates.
The Consumer Credit Legislation does not impose a limit on the rate of default interest, but a rate
which is too high may entitle the borrower to have the loan agreement re-opened on the ground that it
is unjust. Under the Corporations Act 2001 (Cth), the liquidator of a company may avoid a loan under
which an extortionate interest rate is levied.

The Consumer Credit Legislation requires that any fee or charge to be levied by the lender must be
provided for in the contract, otherwise it cannot be levied. The regulations under the Consumer Credit
Legislation may also from time to time prohibit certain fees and charges.

The Consumer Credit Legislation also requires that establishment fees, termination fees and
prepayment fees must be reasonable otherwise they may be reduced or set aside.

Bankruptcy

The insolvency of a natural person is governed by the provisions of the Bankruptcy Act 1966 of
Australia, which is a federal statute. Generally, secured creditors of a natural person, such as
mortgagees under real property mortgages, stand outside the bankruptcy. That is, the property of the
bankrupt which is available for distribution by the trustee in bankruptcy does not include the secured
property. The secured creditor may, if it wishes, prove, or file a claim, in the bankruptcy proceeding as
an unsecured creditor in a number of circumstances, including if they have realized the related
mortgaged property and their debt has not been fully repaid, in which case they can prove for the
unpaid balance. Certain dispositions of property by a bankrupt may be avoided by the trustee in
bankruptcy. These include where:




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•       the disposition was made to defraud creditors; or

•       the disposition was made by an insolvent debtor within six (6) months of the petition for
        bankruptcy and that disposition gave a preference to an existing creditor over at least one
        other creditor; or

•       the transaction involves a transfer within five years of the commencement of the bankruptcy
        and ending on the date of the bankruptcy for which no consideration or less than market value
        was given.

The insolvency of a company is governed by the Corporations Act 2001 (Cth). Again, secured
creditors generally stand outside the insolvency. However, a liquidator may avoid a mortgage which is
voidable under the Corporations Act 2001 (Cth) because it is an uncommercial transaction, or an
unfair preference to a creditor or a transaction for the purpose of defeating creditors, and that
transaction occurred:

•       when the company was insolvent, or an act is done to give effect to the transaction when the
        company is insolvent, or the company becomes insolvent because of the transaction or the
        doing of an act to give effect to the transaction; and

•       within a prescribed period prior to the commencement of the winding up of the company.

Environmental

Real property which is mortgaged to a lender may be subject to unforeseen environmental problems,
including land contamination. Environmental legislation which deals with liability for such problems
exists at both State and Federal levels, although the majority of relevant legislation is imposed by the
States. No Australian statutes expressly imposes liability on “passive” lenders or security holders for
environmental matters, and some States expressly exclude such liability. However, liability in respect
of environmentally damaged land, which liability may include the cost of rectifying the damage, may
attach to a person who is, for instance, an owner, occupier or person in control of the relevant
property. In some but not all States, mortgagees who do not assume active management of the
property are specifically excluded from the definitions of one or more of these categories.

Merely holding security over property will not convert a lender into an occupier.

However, a lender or receiver who takes possession of contaminated mortgaged property or otherwise
enforces its security may be liable as an occupier.

Some environmental legislation provides that security interests may be created in favor of third parties
over contaminated or other affected property to secure payment of the costs of any necessary
rectification of the property. These security interests may have priority over pre-existing mortgages.
To the extent that the Trustee or a receiver appointed on its behalf incurs any such liabilities, it will be
entitled to be indemnified out of the Series Assets of the Series.

Insolvency Considerations

The current transaction is designed to mitigate insolvency risk. For example, the equitable assignment
of the housing loans by NAB to the Trustee should ensure that the housing loans are not assets
available to the liquidator or creditors of NAB in the event of an insolvency of NAB. Similarly, the
assets in the Trust should not be available to other creditors of the Trustee in its personal capacity or as
trustee of any other trust in the event of an insolvency of the Trustee.

If any insolvency event occurs with respect to the Trustee, the Deed of Charge may be enforced by the
Security Trustee. The security created by the Deed of Charge will stand outside any liquidation of the


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Trustee, and the assets the subject of that security will not be available to the liquidator or any creditor
of the Trustee, other than a creditor which has the benefit of the Deed of Charge until the secured
obligations have been satisfied. If the proceeds from enforcement of the Deed of Charge are not
sufficient to redeem the Class A Notes in full, some or all of the Class A Noteholders will incur a loss.

Tax Treatment of Interest on Australian Housing Loans

Under Australian law, interest on loans used to purchase a person’s primary place of residence is not
ordinarily deductible for taxation purposes. Conversely, interest payments on loans and other non-
capital expenditures relating to non-owner-occupied properties that generate taxable income are
generally allowable as tax deductions.

Consumer Credit Legislation

The majority of the Purchased Housing Loans are regulated by the Consumer Credit Legislation.

The Consumer Credit Legislation requires anyone that engages in a credit activity, including providing
credit and persons exercising the rights and obligations of credit providers, to be appropriately
authorised to do so. This requires those persons to either hold an Australian Credit Licence, be
exempt from this requirement or be a credit representative of a licensed person.

The Consumer Credit Legislation imposes a range of disclosure and conduct obligations on persons
engaging in a credit activity. For example any increase of the credit limit of a regulated housing loan
must be considered and made in accordance with the responsible lending obligations of the Consumer
Credit Legislation.

Failure to comply with the Consumer Credit Legislation may mean that court action is bought by the
borrower or by ASIC action to:

•       vary the terms of a housing loan on the grounds of hardship or that it is an unjust contract;

•       reduce or cancel any interest rate payable on a housing loan if the interest rate is changed in a
        way which is unconscionable;

•       reduce or cancel establishment fees or fees payable on prepayment or early termination if they
        are unconscionable;

•       have certain provisions of a housing loan which are in breach of the legislation declared
        unenforceable;

•       obtain an order for a civil penalty against the Seller in relation to a breach of certain key
        requirements of the Consumer Credit Legislation, the amount of which may be set off against
        any amount payable by the borrower under the applicable housing loan; or

•       obtain additional restitution or compensation from the Seller in relation to breaches of the
        Consumer Credit Legislation in relation to a housing loan or a mortgage.

The Trustee will become liable for compliance with the Consumer Credit Legislation if it acquires
legal title to the Purchased Housing Loans and will take this legal title subject to any breaches of the
Consumer Credit Legislation by the Seller. In particular, once the Trustee acquires legal title it may
become liable for criminal fines in relation to breaches of the Consumer Credit Legislation. Criminal
fines may be imposed on the Seller in respect of any breaches of the Consumer Credit Legislation by it
while it held legal title to the Purchased Housing Loans.




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In addition, a mortgagee’s ability to enforce a mortgage which is subject to the Consumer Credit
Legislation is limited by various demand and notice procedures which are required to be followed. For
example, as a general rule enforcement cannot occur unless the relevant default is not remedied within
30 days after a default notice is given. Borrowers may also be entitled to initiate negotiations with the
mortgagee for a postponement of enforcement proceedings.

Any order under the Consumer Credit Legislation may affect the timing or amount of interest or
principal payments or repayments under the relevant housing loan, which might in turn affect the
timing or amount of interest or principal payments or repayments to you under the Notes. The Seller
has indemnified the Trustee against any loss the Trustee may incur as a result of a failure by the Seller
to comply with the Consumer Credit Legislation in respect of a mortgage.

In some circumstances the Trustee may have the right to claim damages from the Seller or the
Servicer, as the case may be, where the Trustee suffers a loss in connection with a breach of the
Consumer Credit legislation which is caused by a breach of a relevant representation or undertaking.

United States Federal Income Tax Matters

Disclosure Pursuant to IRS Circular 230

The discussion below is not intended or written to be used, and it cannot be used by any
taxpayer, for the purpose of avoiding tax penalties. The discussion was written to support the
promotion or marketing by the Lead Managers of the offering of the Class A1 Notes. Each
prospective investor in the Class A1 Notes should seek advice based on such investor’s particular
circumstances from an independent tax advisor.

Overview

The following is a summary of the material U.S. federal income tax consequences of the purchase,
ownership and disposition of the Class A1 Notes by investors who are subject to U.S. federal income
tax. This summary is based on current provisions of the Internal Revenue Code of 1986 (the “Code”),
as amended, proposed, temporary and final Treasury regulations under the Code, and published rulings
and court decisions, all of which are subject to change, possibly retroactively, or to a different
interpretation at a later date by a court or by the IRS. The parts of this summary which relate to
matters of law or legal conclusions represent the opinion of Sidley Austin LLP, special U.S. federal tax
counsel for the Manager (“Tax Counsel”), and are as qualified in this summary. We have not sought
and will not seek any rulings from the IRS about any of the U.S. federal income tax consequences we
discuss, and we cannot assure you that the IRS will not take contrary positions.

Tax Counsel has prepared or reviewed the statements under the heading “Legal Aspects of the
Housing Loans-United States Federal Income Tax Matters” and is of the opinion that these statements
discuss the material U.S. federal income tax consequences to investors generally of the purchase,
ownership and disposition of the Class A1 Notes. However, the following discussion does not discuss
and Tax Counsel is unable to opine on all of the tax consequences of the purchase, ownership and
disposition of the Class A1 Notes by investors that are given special treatment under the U.S. federal
income tax laws, including:

•       banks and thrifts;

•       insurance companies;

•       regulated investment companies;

•       dealers in securities;




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•         investors that will hold the Notes as a position in a “straddle” for tax purposes or as a part of a
          “synthetic security,” “conversion transaction” or other integrated investment comprised of the
          Notes and one or more other investments;

•         Non-U.S. investors;

•         persons whose functional currency is not the United States dollar;

•         trusts and estates; and

•         pass-through entities, the equity holders of which are any of the foregoing.

Additionally, the discussion regarding the Class A1 Notes is limited to the U.S. federal income tax
consequences to the initial investors and not to a purchaser in the secondary market and is limited to
investors that will hold the Class A1 Notes as “capital assets” within the meaning of Section 1221 of
the Code.

It is suggested that prospective investors consult their own tax advisors about the U.S. federal, state,
local, foreign and any other tax consequences to them of the purchase, ownership and disposition of
the Class A1 Notes, including the advisability of making any election discussed under “Legal Aspects
of the Housing Loans-United States Federal Income Tax Matters-Market Discount”.

The Trustee will be reimbursed for any U.S. federal income taxes imposed on it in its capacity as
trustee of the Trust out of the Series Assets of the Series. Also, based on the representation of the
Manager that the Trust does not and will not have an office in the U.S., and that the Trust is not
conducting, and will not conduct any activities in the U.S., other than in connection with its issuance
of the Class A1 Notes, in the opinion of Tax Counsel, the Trustee and the Trust will not be subject to
U.S. federal income tax.

In the opinion of Tax Counsel the Class A1 Notes will be characterized as debt for U.S. federal
income tax purposes. Each Class A1 Noteholder, by acceptance of a Class A1 Note, agrees to treat the
Notes as indebtedness.

General

Tax Counsel is of the opinion that you will be required to report stated interest on a Class A1 Note in
accordance with your regular method of accounting. Regardless of your regular method of accounting,
however, if you hold a Class A1 Note issued with a de minimis amount (or more) of original issue
discount (“OID”), you will be required to include the OID in income as it accrues (on the basis of a
constant yield to maturity), which means that you may have to report the OID as income before
receiving it in cash. If you hold a Class A1 Note issued with less than a de minimis amount of OID,
you will be required to include the OID income (as capital gain), on a pro rata basis, as principal
payments are made on the Notes.

In general, the OID on a Class A1 Note (if any) will equal the difference between (i) the issue price of
the Class A1 Note, which is ordinarily the initial price to the public at which a substantial amount of
the Class A1 Notes is sold (sales to brokers and underwriters are excluded) and (ii) the stated
redemption price at maturity, which is ordinarily all the payments due on the Class A1 Notes other
than stated interest payments. Assuming Class A1 Notes are issued with OID, the “adjusted issue
price” of the Class A1 Notes will equal the initial price to the public, increased by accruals of OID and
decreased by payments of stated redemption price at maturity.




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Sale of Notes

Tax Counsel is of the opinion that if you sell a Class A1 Note, you will recognize gain or loss equal to
the difference between the amount realized on the sale (other than amounts attributable to, and taxable
as, accrued interest), and your adjusted tax basis in the Class A1 Note. Your adjusted tax basis in a
Class A1 Note will equal your cost of the Class A1 Note, (i) decreased by any amortized bond
premium and any payments made on the Class A1 Note, other than interest and (ii) increased by any
market discount or original issue discount previously included in your income. Any gain or loss will
generally be a capital gain or loss, other than amounts representing accrued interest or market
discount, and will be long term capital gain or loss if the Class A1 Note is held as a capital asset for
more than one year. In the case of an individual taxpayer, the maximum long term capital gains tax
rate is lower than the maximum ordinary income tax rate. Any capital losses realized may be deducted
by a corporate taxpayer only to the extent of capital gains and by an individual taxpayer only to the
extent of capital gains plus US $3,000 of other U.S. income.

Market Discount

In the opinion of Tax Counsel, you will be considered to have acquired a Class A1 Note at a “market
discount” to the extent that, immediately after acquiring the Class A1 Note, the stated redemption
price at maturity of the Class A1 Note (or, if the Class A1 Note is issued with OID, the adjusted issue
price of a Class A1 Note) exceeds your tax basis in the Class A1 Note, unless the excess is less than a
prescribed de minimis amount. If the excess equals or exceeds the de minimis amount, you will be
subject to the market discount rules of Sections 1276 and 1278 of the Code with regard to the Note.

In the case of a sale or other disposition of a Class A1 Note subject to the market discount rules,
Section 1276 of the Code requires that gain, if any, from the sale or disposition be treated as ordinary
income to the extent the gain represents market discount accrued during the period the Class A1 Note
was held by you, reduced by the amount of any accrued market discount previously included in
income.

In the case of a partial principal payment of a Class A1 Note subject to the market discount rules,
Section 1276 of the Code requires that the payment be included in ordinary income to the extent the
payment does not exceed the market discount accrued during the period the Class A1 Note was held
by you, reduced by the amount of accrued market discount previously included in income.

Generally, market discount accrues under a straight line method, or, at the election of the taxpayer,
under a constant interest rate method. However, in the case of bonds with principal payable in two or
more instalments, such as the Class A1 Notes, market discount is to be accrued in the manner
described in Treasury regulations yet to be issued. Until these Treasury regulations are issued, you
should follow the Conference Committee Report to the Tax Reform Act of 1986 for your accrual of
market discount. This Conference Committee Report indicates that holders of these obligations may
elect to accrue market discount either on the basis of a constant interest rate or as follows:

•       for those obligations that have OID, market discount shall be deemed to accrue in proportion
        to the accrual of OID for any accrual period; and

•       for those obligations which do not have OID, the amount of market discount that is deemed to
        accrue is the amount of market discount that bears the same ratio to the total amount of
        remaining market discount that the amount of stated interest paid in the accrual period bears to
        the total amount of stated interest remaining to be paid on the obligation at the beginning of
        the accrual period.

Under Section 1277 of the Code, if you incur or continue debt that is used to purchase a Class A1 Note
subject to the market discount rules, and the interest paid or accrued on this debt in any taxable year
exceeds the interest and OID currently includible in income on the Note, deduction of this excess


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interest must be deferred to the extent of the market discount allocable to the taxable year. The
deferred portion of any interest expense will generally be deductible when the market discount is
included in income upon the sale, repayment, or other disposition of the indebtedness. Section 1278 of
the Code allows a taxpayer to make an election to include market discount in gross income currently.
This election applies to all market discount debt acquired by you on and after the first day of the first
taxable year for which the election is made. If an election is made, the previously described rules of
Sections 1276 and 1277 of the Code will not apply to the taxpayer.

Due to the complexity of the market discount rules, we suggest that you consult your tax advisors as to
the applicability and operation of these rules.

Acquisition Premium

In the opinion of Tax Counsel, you will generally be considered to have acquired a Class A1 Note
with acquisition premium if the Class A1 Note is issued with OID and your initial tax basis in the
Class A1 Note is more than the adjusted issue price of the Class A1 Note but less than the sum of
the remaining amounts payable on the Note (other than payments of qualified stated interest).
Acquisition premium reduces (but does not eliminate) the amount of OID that the Class A1
Noteholder would otherwise have to include in income as OID as requires no election to be
effective.

Bond Premium

In the opinion of Tax Counsel, you will generally be considered to have acquired a Class A1 Note
with bond premium if your initial tax basis in the Class A1 Note exceeds the sum of the remaining
amounts payable on the Note (other than payments of qualified stated interest). In that event, if you
hold a Class A1 Note as a capital asset, you may amortize the bond premium as an offset to interest
income under Section 171 of the Code, with corresponding reductions in your tax basis in the Note, if
you have made an election under Section 171 of the Code. This election applies to all premium debt
held by you on the first day of the first taxable year for which the election is made and to all premium
debt acquired thereafter. Generally, any amortization is on a constant yield basis. However, in the
case of bonds with principal payable in two or more instalments, like the Class A1 Notes, the
previously discussed Conference Committee Report, which indicates a Congressional intent that
amortization be in accordance with the rules that will apply to the accrual of market discount on these
obligations, should be followed for the amortization of such premium. We suggest that you consult
your tax advisor as to the applicability and operation of the rules regarding amortization of premium.

Backup Withholding

Tax Counsel is of the opinion that, backup withholding taxes will be imposed on payments to you on
interest paid, and OID accrued, if any, on the Class A1 Notes if, upon issuance, you fail to supply the
Manager or its broker with a certified statement, under penalties of perjury, containing your name,
address, correct taxpayer identification number, and a statement that you are not required to pay
backup withholding. The backup withholding rate of 28% is currently in effect but is scheduled to
change for payments made after the taxable year 2012. Exempt investors, such as corporations, tax-
exempt organizations, qualified pension and profit sharing trusts, individual retirement accounts or
non-resident aliens who provide certification of their status as non-resident are not subject to backup
withholding. Information returns will be sent annually to the IRS by the Manager and to you stating
the amount of interest paid, original issue discount accrued, if any, and the amount of tax withheld
from payments on the Class A1 Notes. We suggest that you consult your tax advisors about your
eligibility for, and the procedure for obtaining, exemption from backup withholding.




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Medicare Tax

For taxable years beginning after 31 December 2012, a Class A1 Noteholders that are individuals,
trusts or estates with incomes in excess of certain designated thresholds, will generally be subject to a
3.8% Medicare Tax with respect to any taxable investment income, including income and gains on the
Class A1 Notes,

Tax Consequences to Non-U.S. Noteholders

If interest paid (or accrued) to a Noteholder who is a non-resident alien, foreign corporation or other
non-U.S. person, a “Foreign Person,” is not effectively connected with the conduct of a trade or
business within the U.S. by the Foreign Person, the interest should generally not be subject to U.S.
federal income tax or withholding tax as such interest should not be treated as U.S. source income.
However, if a Withholding Agent (as defined below) cannot determine the source of a payment of
interest with respect to a Class A1 Note at the time of payment, the Withholding Agent must presume
that the payment is U.S. source income subject to withholding tax. Tax that is erroneously withheld
from payments made to a non-U.S. person generally may be recovered by filing a claim for refund
with the Internal Revenue Service. In the event such interest is treated by a Withholding Agent as U.S.
source income, the interest generally will be considered “portfolio interest,” and generally will not be
subject to the U.S. federal income tax and withholding tax, as long as the Foreign Person:

•       is not actually or constructively a “10 percent shareholder” of the issuer or a “controlled
        foreign corporation” with respect to which the issuer is a “related person” within the meaning
        of the Code, and

•       provides an appropriate statement, signed under penalties of perjury, certifying that the
        beneficial owner of the Class A1 Note is a Foreign Person and providing the Foreign Person’s
        name and address.

If a Foreign Person is actually or constructively a “10 percent shareholder” of the issuer or a
“controlled foreign corporation” with respect to which the issuer is a “related person” within the
meaning of the Code, or applicable certification requirements were not satisfied, then interest received
by a Noteholder that is treated by a Withholding Agent as U.S. source income will be subject to U.S.
federal income withholding tax at a rate of 30 percent unless reduced or eliminated pursuant to an
applicable tax treaty. Alternatively, interest payments with respect to the Class A1 Notes made to a
Foreign Person will not be subject to U.S. withholding tax but will be subject to U.S. income tax if the
Foreign Person certifies that the interest payments are effectively connected with the conduct by such
person of a trade or business in the U.S. Generally, the certification requirements will be satisfied if an
individual or corporation provides the Withholding Agent with an IRS Form W-8BEN (“W-8BEN”)
or Form W-8ECI (“W-8ECI”). The W-8BEN and W-8ECI are generally effective for the remainder of
the year of signature plus three full calendar years unless a change in circumstances makes any
information on the form incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S.
taxpayer identification number will remain effective until a change in circumstances makes any
information on the form incorrect, provided that the Withholding Agent makes at least one payment
annually and reports at least annually to the beneficial owner on IRS Form 1042-S. The beneficial
owner must inform the Withholding Agent within 30 days of such change and furnish a new W-8BEN.
A Foreign Person who is not an individual or corporation (or an entity treated as a corporation for U.S.
federal income tax purposes) holding the Class A1 Notes on its own behalf may have substantially
increased reporting requirements. In particular, in the case of Class A1 Notes held by a foreign
partnership (or foreign trust), the partners (or beneficiaries) rather than the partnership (or trust) will
be required to provide certain additional information. A “Withholding Agent” is the last U.S. payor
(or a non-U.S. payor who is a qualified intermediary, U.S. branch of a Foreign Person, or withholding
foreign partnership) in the chain of payment prior to payment to a non-U.S. person (which itself is not
a Withholding Agent).



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Certain securities clearing organizations, and other entities who are not beneficial owners, may be able
to provide a signed statement to the Withholding Agent. However, in such case, the signed statement
may require a copy of the beneficial owners’ W-8BEN (or the substitute form).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by
a Foreign Person will be exempt from the U.S. federal income and withholding tax, provided that:

•       gain is not effectively connected with the conduct of a trade or business in the U.S. by the
        Foreign Person, and

•       in the case of a foreign individual, the Foreign Person is not present in the U.S. for 183 days
        or more in the taxable year.

If the interest, gain or income on a Class A1 Note held by a Foreign Person is effectively connected
with the conduct of a trade or business in the U.S. by the Foreign Person, the holder (although exempt
from the withholding tax previously discussed if an appropriate statement is furnished) generally will
be subject to U.S. federal income tax on the interest, gain or income at regular U.S. federal income tax
rates. In addition, if the Foreign Person is a foreign corporation, it may be subject to a branch profits
tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the
Code for the taxable year, as adjusted for certain items, unless it qualifies for a lower rate under an
applicable tax treaty.

FATCA

The Foreign Account Tax Compliance rules (“FATCA”) were enacted by the United States in March
2010 as part of the Hiring Incentives to Restore Employment (HIRE) Act. FATCA is intended to
compel foreign financial institutions (“FFIs”) to provide the Internal Revenue Service of the United
States (“IRS”) with information disclosing the ownership of foreign accounts by United States
taxpayers. It can also affect non-United States persons.

An FFI may comply with FATCA by agreeing in writing with the IRS (a) to obtain information about
account holders (and holders of instruments issued by the FFI) and follow certain due diligence and
verification procedures to identify account holders (b) to report information about accounts and
account holders to the IRS and (c) to withhold a 30% tax from certain payments made either to
accounts held by persons failing to provide identifying information or to other FFIs that have not
entered into FATCA agreements.

No comprehensive guidance implementing FATCA has been issued. It is possible under FATCA or a
FATCA agreement, that the Noteholders will have to provide tax information to the transaction parties
or persons holding interests in the Notes for their benefit. In addition, if any of the transaction parties
or any other person is required by FATCA to withhold amounts from any payments made in respect of
the Notes, the Noteholders will not be entitled to receive any gross up or other additional amounts to
compensate them for such withholding.




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Australian Tax Matters

The following is a summary of the taxation treatment under the Income Tax Assessment Acts of 1936
and 1997 of Australia (together, “Australian Tax Act”), at the date of this Offering Circular, of
payments of interest (as defined in the Australian Tax Act) on Notes to be issued by the Trustee and
certain other matters. It is not exhaustive and, in particular, does not deal with the position of certain
classes of holders of Notes (including, dealers in securities, custodians or other third parties who hold
Notes on behalf of other persons).

The following is a general guide and should be treated with appropriate caution. Prospective holders
of Notes who are in any doubt as to their tax position should consult their professional advisers on the
tax implications of an investment in the Notes for their particular circumstances.

Interest Withholding Tax

An exemption from Australian interest withholding tax imposed under Division 11A of Part III of the
Australian Tax Act (“IWT”) is available, in respect of the Notes issued by the Trustee under section
128F of the Australian Tax Act if the following conditions are met:

(a)     the Trustee is a company as defined in section 128F(9) (which includes certain companies
        acting as a trustee) and a resident of Australia when it issues those Notes and when interest (as
        defined in section 128A(1AB) of the Australian Tax Act) is paid. Interest is defined to
        include amounts in the nature of, or in substitution for, interest and certain other amounts;

(b)     those Notes are issued in a manner which satisfies the public offer test. There are five
        principal methods of satisfying the public offer test, the purpose of which is to ensure that
        lenders in capital markets are aware that the Trustee is offering those Notes for issue. In
        summary, the five methods are:

        •        offers to 10 or more unrelated financiers or securities dealers;

        •        offers to 100 or more investors;

        •        offers of listed Notes;

        •        offers via publicly available information sources; and

        •        offers to a dealer, manager or underwriter who offers to sell those Notes within 30
                 days by one of the preceding methods.

        In addition, the issue of any of those Notes (whether in global form or otherwise) and the
        offering of interests in any of those Notes by one of these methods should satisfy the public
        offer test;

(c)     the Trustee does not know, or have reasonable grounds to suspect, at the time of issue, that
        those Notes or interests in those Notes were being, or would later be, acquired, directly or
        indirectly, by an “associate” of the Trustee, except as permitted by section 128F(5) of the
        Australian Tax Act; and

(d)     at the time of the payment of interest, the Trustee does not know, or have reasonable grounds
        to suspect, that the payee is an “associate” of the Trustee, except as permitted by section
        128F(6) of the Australian Tax Act.




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Associates

Since the Trustee is a trustee of the Trust, the entities that are associates of the Trustee for the purposes
of section 128F of the Australian Tax Act include:

•       any entity that benefits, or is capable of benefiting, under the Trust (“Beneficiary”), either
        directly or through any interposed entities; and

•       any entity that is an associate of a Beneficiary. An associate of a Beneficiary for these
        purposes includes (i) a person or entity which holds more than 50% of the voting shares in, or
        otherwise controls, the Beneficiary, (ii) an entity in which the majority more than 50% of the
        voting shares are held by, or which is otherwise controlled by, the Beneficiary, (iii) a trustee
        of a trust where the Beneficiary is capable of benefiting (whether directly or indirectly) under
        that trust, and (iv) a person or entity which is an “associate” of another person or company
        which is an “associate” of the Beneficiary under (i) above.

However, “associate” does not include:

(A)     onshore associates (ie Australian resident associates who do not hold the Notes in the course
        of carrying on business at or through a permanent establishment outside Australia and
        non-resident associates who hold the Notes in the course of carrying on business at or through
        a permanent establishment in Australia); or

(B)     offshore associates (ie Australian resident associates who hold the Notes in the course of
        carrying on business at or through a permanent establishment outside Australia and
        non-resident associates who do not hold the Notes in the course of carrying on business at or
        through a permanent establishment in Australia) who are acting in the capacity of:

        (i)      in the case of section 128F(5), a dealer, manager or underwriter in relation to the
                 placement of the relevant Notes or a clearing house, custodian, funds manager or
                 responsible entity of a registered managed investment scheme; or

        (ii)     in the case of section 128F(6), a clearing house, paying agent, custodian, funds
                 manager or responsible entity of a registered managed investment scheme.

Compliance with section 128F of the Australian Tax Act

The Trustee intends to issue the Class A Notes in a manner which will satisfy the requirements of
section 128F of the Australian Tax Act.

Noteholders in Specified Countries
The Australian government has signed new double tax conventions (“New Treaties”) with a number
of countries (the “Specified Countries”). The New Treaties apply to interest derived by a resident of
a Specified Country.

The New Treaties effectively prevent IWT applying to interest derived by:

•       the government of the relevant Specified Country and certain governmental authorities and
        agencies in the Specified Country; and

•       certain (1) banks, and (2) other unrelated financial institutions which substantially derive their
        profits by carrying on a business of raising and providing finance, which are resident in the
        Specified Country,




                                                                                                       167
by reducing the IWT rate to zero. (The zero rate may not apply to back-to-back loans and
economically equivalent arrangements.)

The Australian Federal Treasury maintains a listing of Australia’s double tax conventions which
provides details of country, status, withholding tax rate limits and Australian domestic implementation
which is available to the public at the Federal Treasury’s Department’s website at:
http://www.treasury.gov.au/contentitem.asp?pageId=&ContentID=625.

No payment of additional amounts

Despite the fact that the Class A Notes are intended to be issued in a manner which will satisfy the
requirements of section 128F of the Australian Tax Act, if the Trustee is at any time compelled or
authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes
imposed or levied by the Commonwealth of Australia in respect of the Class A Notes (or any other
Notes), the Trustee is not obliged to pay any additional amounts in respect of such deduction or
withholding.

Other Tax Matters

Under Australian laws as presently in effect:

(a)     income tax - Class A Note holders - assuming the requirements of section 128F of the
        Australian Tax Act are satisfied with respect to the Notes, payment of principal and interest
        (as defined in section 128A(1AB) of the Australian Tax Act) to a holder of the Notes, who is a
        non-resident of Australia and who, during the taxable year, does not hold the Notes in the
        course of carrying on business at or through a permanent establishment in Australia, will not
        be subject to Australian income taxes; and

(b)     income tax - Australian Note holders - Australian residents or non-Australian residents who
        hold the Notes in the course of carrying on business at or through a permanent establishment
        in Australia (“Australian Holders”), will be assessable for Australian tax purposes on income
        either received or accrued to them in respect of the Notes. Whether income will be recognised
        on a cash receipts or accruals basis will depend upon the tax status of the particular Note
        holder and the terms and conditions of the Notes. Special rules apply to the taxation of
        Australian residents who hold the Notes in the course of carrying on business at or through a
        permanent establishment outside Australia which vary depending on the country in which that
        permanent establishment is located; and

(c)     gains on disposal of Notes - Class A Note holders - a holder of the Notes, who is a non-
        resident of Australia and who, during the taxable year, does not hold the Notes in the course
        of carrying on business at or through a permanent establishment in Australia, will not be
        subject to Australian income tax on gains realised during that year on sale or redemption of
        the Notes, provided such gains do not have an Australian source. Even if such gains have an
        Australian source, such a holder may be entitled to relief under a double tax agreement if the
        holder is a resident of a country with which Australia has a double tax agreement. A gain
        arising on the sale of Notes by a non-Australian resident holder to another non-Australian
        resident where the Notes are sold outside Australia and all negotiations are conducted, and
        documentation executed, outside Australia would not be regarded as having an Australian
        source; and

(d)     gains on disposal of Notes - Australian Note holders - Australian Holders will be required to
        include any gain or loss on disposal of the Notes in their taxable income. Special rules apply
        to the taxation of Australian residents who hold the Notes in the course of carrying on
        business at or through a permanent establishment outside Australia which vary depending on
        the country in which that permanent establishment is located; and



                                                                                                  168
(e)   deemed interest - there are specific rules that can apply to treat a portion of the purchase price
      of Notes as interest for withholding tax purposes when certain Notes originally issued at a
      discount or with a maturity premium or which do not pay interest at least annually are sold to
      an Australian resident (who does not acquire them in the course of carrying on business at or
      through a permanent establishment outside Australia) or a non-resident who acquires them in
      the course of carrying on business at or through a permanent establishment in Australia.

      These rules do not apply in circumstances where the deemed interest would have been exempt
      under section 128F of the Australian Tax Act if the Notes had been held to maturity by a non-
      resident; and

(f)   death duties - no Notes will be subject to death, estate or succession duties imposed by
      Australia, or by any political subdivision or authority therein having power to tax, if held at
      the time of death; and

(g)   stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are
      payable in Australia on the issue or transfer of any Notes; and

(h)   other withholding taxes on payments in respect of Notes - section 12-140 of Schedule 1 to the
      Taxation Administration Act 1953 of Australia (“Taxation Administration Act”) imposes a
      type of withholding tax at the rate of (currently) 46.5% on the payment of interest on certain
      registered securities unless the relevant payee has quoted an Australian tax file number
      (“TFN”), (in certain circumstances) an Australian Business Number (“ABN”) or provided
      proof of some other exception (as appropriate).

      Assuming the requirements of section 128F of the Australian Tax Act are satisfied with
      respect to the Class A Notes, then the requirements of section 12-140 do not apply to
      payments to a holder of Class A Notes in registered form who is not a resident of Australia
      and not holding those Class A Notes in the course of carrying on business at or through a
      permanent establishment in Australia. Payments to other classes of holders of Class A Notes
      in registered form may be subject to a withholding where the holder of those Class A Notes
      does not quote a TFN, ABN or provide proof of an appropriate exemption (as appropriate);
      and

(i)   supply withholding tax - payments in respect of the Notes can be made free and clear of the
      “supply withholding tax” imposed under section 12-190 of Schedule 1 to the Taxation
      Administration Act; and

(j)   goods and services tax (GST) - neither the issue nor receipt of the Notes will give rise to a
      liability for GST in Australia on the basis that the supply of Notes will comprise either an
      input taxed financial supply or (in the case of an offshore subscriber) a GST-free supply.
      Furthermore, neither the payment of principal or interest by the Trustee, nor the disposal of
      the Notes, would give rise to any GST liability in Australia; and

(k)   debt/equity rules - Division 974 of the Australian Tax Act contains tests for characterising
      debt (for all entities) and equity (for companies) for Australian tax purposes, including for the
      purposes of dividend withholding tax and IWT. The Trustee intends to issue Notes which are
      to be characterised as “debt interests” for the purposes of the tests contained in Division 974
      and in respect of which the returns paid on the Notes are to be “interest” for the purpose of
      section 128F of the Australian Tax Act. Accordingly, Division 974 is unlikely to affect the
      Australian tax treatment of holders of Notes; and

(l)   additional withholdings from certain payments to non-residents - section 12-315 of Schedule
      1 to the Taxation Administration Act gives the Governor-General power to make regulations
      requiring withholding from certain payments to non-residents.



                                                                                                  169
        However, section 12-315 expressly provides that the regulations will not apply to interest and
        other payments which are already subject to the current IWT rules or specifically exempt from
        those rules. Further, regulations may only be made if the responsible Minister is satisfied the
        specified payments are of a kind that could reasonably relate to assessable income of foreign
        residents. The regulations promulgated prior to the date of this Offering Circular are not
        relevant to any payments in respect of the Notes. Any further regulations should also not
        apply to repayments of principal under the Notes, as, in the absence of any issue discount,
        such amounts will generally not be reasonably related to assessable income. The possible
        application of any future regulations to the proceeds of any sale of the Notes will need to be
        monitored; and

(m)     taxation of foreign exchange gains and losses- Divisions 775 and 960 of the Australian Tax
        Act contain rules to deal with the taxation consequences of foreign exchange transactions.

        The rules are complex and may also apply to any Note holders who are Australian residents or
        non-residents that hold Notes that are not denominated in Australian Dollars in the course of
        carrying on business in Australia. Any such Note holders should consult their professional
        advisors for advice as to how to tax account for any foreign exchange gains or losses arising
        from their holding of those Notes.

(n)     taxation of financial arrangements - Division 230 of the Australian Tax Act sets out
        principles and rules for the tax timing and character treatment of gains and losses from
        “financial arrangements”, which are broadly defined to include arrangements under which you
        have “cash settlable” legal or equitable rights or obligations to receive or provide a financial
        benefit of a monetary nature in the future. The legislation sets out six methods of recognising
        the quantum and timing of the income and expenses arising from a financial arrangement –
        accruals, realisation, fair value, foreign exchange, retranslation, hedging financial
        arrangements and reliance on financial reports. Generally, the rules treat gains as assessable
        and losses you make in gaining or producing your assessable income as deductible. The rules
        effectively remove the capital/revenue distinction for income and expenses from most
        financial arrangements by placing them on revenue account. Division 230 should not affect
        the withholding tax obligations of the Trust. Generally, where interest payments on the Notes
        are received by non-residents of Australia (who do not hold the Notes in the course of
        carrying on a business at or through a permanent establishment in Australia), Division 230
        should not apply to those interest payments.

                          Enforcement of Foreign Judgments in Australia

National Global MBS Manager Pty Ltd is an Australian proprietary company incorporated with
limited liability under the Corporations Act 2001 (Cth). Any final and conclusive judgment of any
New York State or United States Federal Court sitting in the Borough of Manhattan in the City of New
York having jurisdiction recognized by the relevant Australian jurisdiction in respect of an obligation
of National Global MBS Manager Pty Ltd in respect of a Note, which is for a fixed sum of money and
which has not been stayed or satisfied in full, would be enforceable by action against National Global
MBS Manager Pty Ltd in the courts of the relevant Australian jurisdiction without a re-examination of
the merits of the issues determined by the proceedings in the New York State or United States Federal
Court, as applicable, unless:

•       the proceedings in New York State or United States Federal Court, as applicable, involved a
        denial of the principles of natural justice;

•       the judgment is contrary to the public policy of the relevant Australian jurisdiction;

•       the judgment was obtained by fraud or duress or was based on a clear mistake of fact;



                                                                                                  170
•       the judgment is a penal or revenue judgment; or

•       there has been a prior judgment in another court between the same parties concerning the
        same issues as are dealt with in the judgment of the New York State or United States Federal
        Court, as applicable.

A judgment by a court may be given in some cases only in Australian Dollars. National Global MBS
Manager Pty Ltd expressly submits to the jurisdiction of New York State and United States Federal
Courts sitting in the Borough of Manhattan in the City of New York for the purpose of any suit, action
or proceeding arising out of this offering. National Global MBS Manager Pty Ltd has appointed
National Australia Bank Limited, New York Branch, 245 Park Avenue, 28th Floor, New York, New
York 10167, as its agent upon whom process may be served in any such action.

All of the directors and executive officers of National Global MBS Manager Pty Ltd, and certain
experts named in this Offering Circular, reside outside the U.S. in the Commonwealth of Australia.
Substantially all or a substantial portion of the assets of all or many of such persons are located outside
the U.S. As a result, it may not be possible for holders of the Notes to effect service of process within
the U.S. upon such persons or to enforce against them judgments obtained in U.S. courts predicated
upon the civil liability provisions of federal securities laws of the U.S. National Global MBS Manager
Pty Ltd has been advised by its Australian counsel Mallesons Stephen Jaques, that, based on the
restrictions discussed in this section, there is doubt as to the enforceability in the Commonwealth of
Australia, in original actions or in actions for enforcement of judgments of U.S. courts, of civil
liabilities predicated upon the federal securities laws of the U.S.

                                 Exchange Controls and Limitations

The specific prior approval of the Reserve Bank of Australia or the Minister for Foreign Affairs of the
Commonwealth of Australia must be obtained for certain transactions involving or connected with
individuals or entities listed in the relevant Commonwealth Government Gazette as persons or entities
identified with terrorism or to which financial sanctions apply.

                                        ERISA Considerations

Subject to the considerations discussed in this section, the Class A1 Notes are eligible for purchase by
Benefit Plans (as defined below).

Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and
Section 4975 of the Code prohibit pension, profit-sharing or other “employee benefit plans”, subject to
Title I of ERISA, as well as any plan described by section 4975 of the Code (including individual
retirement accounts or Keogh plans) and entities deemed to hold “plan assets” of any of the foregoing
(each, a “Benefit Plan”) from engaging in certain transactions with persons that are “parties in
interest” under ERISA or “disqualified persons” under the Code with respect to these Benefit Plans. A
violation of these “prohibited transaction” rules may result in an excise tax or other penalties and
liabilities under ERISA and the Code for these persons or the fiduciaries of the Benefit Plan. Title I of
ERISA also requires that fiduciaries of a Benefit Plan subject to ERISA make investments that are
prudent, diversified (except if prudent not to do so) and in accordance with the governing plan
documents.

Some transactions involving the purchase, holding or transfer of the Class A1 Notes might be deemed
to constitute prohibited transactions under ERISA and the Code with respect to a Benefit Plan that
purchased the Class A1 Notes if Series Assets of the Series were deemed to be assets of a Benefit
Plan. Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of
ERISA, the Series Assets of the Series would be treated as plan assets of a Benefit Plan for the
purposes of ERISA and the Code only if the Benefit Plan acquires an “equity interest” in the Trust and
none of the exceptions to plan assets contained in the regulation is applicable. An equity interest is


                                                                                                     171
defined under the regulation as an interest in an entity other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity features. There is no
specific guidance in the regulation regarding whether a principal charge-off feature under the
circumstances described herein would constitute a “substantial equity feature;” however, the
regulation does state that an instrument will not fail to be treated as indebtedness merely because it has
certain equity features that are incidental to the instrument’s primary fixed obligation. Although there
can be no assurances in this regard, assuming that the Class A1 Notes constitute debt for local law
purposes, it appears, at the time of their initial issuance, that the Class A1 Notes should not be treated
as equity interests in the Trust for purposes of the regulation. The debt characterization of the Class A1
Notes could change after their initial issuance if the Trust incurs losses.

However, without regard to whether the Class A1 Notes are treated as an equity interest for these
purposes, the acquisition or holding of the Class A1 Notes by or on behalf of a Benefit Plan could be
considered to give rise to a prohibited transaction if the Trust, the Trustee, the Servicer, the Manager,
the Note Trustee, the Seller, the Security Trustee, the Lead Managers, any Swap Provider or other
persons providing services to the Trust or any of their respective affiliates is or becomes a party in
interest or a disqualified person with respect to these Benefit Plans. In such case, certain exemptions
from the prohibited transaction rules could be applicable depending on the type and circumstances of
the plan fiduciary making the decision to acquire a Class A1 Note. Included among these exemptions
are:

•       Prohibited Transaction Class Exemption 96-23, regarding transactions effected by “in-house
        asset managers”;

•       Prohibited Transaction Class Exemption 90-1, regarding investments by insurance company
        pooled separate accounts;

•       Prohibited Transaction Class Exemption 95-60, regarding transactions effected by insurance
        company general accounts;

•       Prohibited Transaction Class Exemption 91-38, regarding investments by bank collective
        investment funds;

•       Prohibited Transaction Class Exemption 84-14, regarding transactions effected by “qualified
        professional asset managers; and

•       The service providers exemption under new Section 408(b)(17) of ERISA and new Section
        4975(d)(20) of the Code.

Even if the conditions specified in one or more of these exemptions are met, the scope of the relief
provided by these exemptions might or might not cover all acts which might be construed as
prohibited transactions. There can be no assurance that any of these, or any other exemption, will be
available with respect to any particular transaction involving the Class A1 Notes.

Governmental plans, as defined in Section 3(32) of ERISA, and certain church plans, as defined in
Section 3(33) of ERISA, are not subject to ERISA requirements, but may be subject to local, state or
other federal law requirements which may impose restrictions similar to those under ERISA and the
Code discussed above.

By your acquisition of a Class A1 Note, you will be deemed to represent and warrant that your
purchase and holding of the Class A1 Note will not result in a non-exempt prohibited transaction
under, or violation of ERISA, Section 4975 of the Code or any similar applicable law.

If you are a plan fiduciary considering the purchase of Class A1 Notes, you should consult your tax
and legal advisors regarding whether the Series Assets of the Series would be considered plan assets,


                                                                                                    172
the possibility of exemptive relief from the prohibited transaction rules and other issues and their
potential consequences. The Class A-2 Notes are not eligible for purchase by Benefit Plans.

                                  Legal Investment Considerations

The Class A1 Notes initially will not constitute “mortgage related securities” for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, because the originator of the housing loans
was not subject to U.S. state or federal regulatory authority. Accordingly, some U.S. institutions with
legal authority to invest in comparably rated securities based on such housing loans may not be legally
authorized to invest in the Class A1 Notes. No representation is made as to whether the Notes
constitute legal investments under any applicable statute, law, rule, regulation or order for any entity
whose investment activities are subject to investment laws and regulations or to review by any
regulatory authorities. You are urged to consult with your counsel concerning the status of the Class
A1 Notes as legal investments for you.




                                                                                                  173
                                         Available Information

To permit compliance with Rule 144A under the Securities Act in connection with sales of the Class
A1 Notes, the Manager will be required to furnish, upon the request of any holder of the Class A1
Notes, to such holder and a prospective purchaser designated by such holder, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act.

                                     Ratings of the Class A Notes

The issuance of the Class A Notes will be conditioned on obtaining a rating of “AAA(sf)” by S&P and
“AAAsf” by Fitch. You should independently evaluate the security ratings of each class of Notes from
similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or
hold securities. A rating does not address the market price or suitability of the Notes for you. A rating
may be subject to revision or withdrawal at any time by the rating agencies. The rating does not
address the expected schedule of principal repayments other than to say that principal will be returned
no later than the Final Maturity Date of the Notes. The ratings of the Class A Notes will be based
primarily on the creditworthiness of the Purchased Housing Loans, the subordination provided by the
Class B Notes and Class C Notes with respect to the Class A Notes, the availability of excess interest
collections after payment of interest on the Notes and the expenses in respect of the Series, the
mortgage insurance policies, the creditworthiness of the Swap Providers and the mortgage insurers and
the foreign currency rating of Australia. The Commonwealth of Australia’s current foreign currency
long term debt rating is “AAA” by S&P, “Aaa” by Moody’s and “AA+” by Fitch. In the context of an
asset securitisation, the foreign currency rating of a country reflects, in general, a rating agency’s view
of the likelihood that cash flow on the assets in such country’s currency will be permitted to be sent
outside of that country.

None of the rating agencies have been involved in the preparation of this Offering Circular.

The Manager has requested a rating from S&P and Fitch of the Class A Notes offered by this Offering
Circular. The Manager has not hired any other NRSROs to assign ratings on the Class A Notes and is
not aware that any other NRSRO has assigned ratings on the Class A Notes. However, under Rule
17g-5 under the Exchange Act, information provided to a hired Rating Agency for the purpose of
assigning or monitoring the ratings on the Class A Notes, including information about the
characteristics of the underlying receivables and the legal structure of the Class A Notes, is required to
be made available to each qualified NRSRO in order to make it possible for such non-hired NRSROs
to assign unsolicited ratings on the Class A Notes. An unsolicited rating could be assigned at any
time, including prior to the Closing Date, and none of the Trustee, the Manager, the Note Trustee, the
Principal Paying Agent, the Calculation Agents, the Class A1 Note Registrar, the Trust Administrator,
the Lead Managers or any of their respective affiliates will have any obligation to monitor or inform
you of any unsolicited ratings assigned after the date of this Offering Circular. The effect of any such
unsolicited ratings actions can not be predicted. NRSROs, including the hired Rating Agencies, have
different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an
unsolicited rating on the Class A Notes, there can be no assurance that such rating will not be lower
than the ratings provided by the hired Rating Agencies, which could adversely affect the market value
of your Class A Notes and/or limit your ability to resell your Class A Notes.



                                 Plan of Distribution - Class A Notes

Class A1 Notes

Under the terms and subject to the conditions contained in (i) the Class A1 Note Purchase Agreement,
dated on or about 21 September 2011, among nabSecurities, LLC, NAB, the Trustee and the Manager
and (ii) the National RMBS Dealer Agreement, dated on or about 26 September 2011 between the



                                                                                                     174
Trustee, the Manager and NAB, the Trustee has agreed to sell to the Lead Managers and the Lead
Managers have agreed to purchase from the Trustee, the following aggregate Invested Amount of the
Class A1 Notes:


Lead Manager                                         Aggregate Invested Amount of Class A1 Notes
                                                     (US$)


nabSecurities, LLC                                   US$401,000,000


National Australia Bank Limited                      US$0

The Lead Managers are affiliates of the Manager and will be receiving fees in connection with the
underwriting of the Class A1 Notes.

The Class A1 Note Purchase Agreement will be governed by and construed in accordance with the
laws of the State of New York. The Dealer Agreement will be governed by and construed in
accordance with the laws of New South Wales.

The Class A1 Notes will be offered by the Class A1 Lead Manager (144A) from time to time, in
negotiated transactions at varying prices only to QIBs. The Class A1 Notes will also be offered by the
Class A1 Lead Manager (Reg S) in negotiated transactions at varying prices to certain persons in
offshore transactions in reliance on Regulation S.

The Class A1 Notes are a new issue of securities for which there currently is no market. The Class A1
Lead Manager (144A) has advised the Manager that it intends to make a market in the Class A1 Notes
as permitted by applicable law. The Class A1 Lead Manager (144A) is not obligated, however, to
make a market in the Class A1 Notes and any market-making may be discontinued at any time at its
sole discretion. Accordingly, no assurance can be given as to the development or liquidity of any
market for the Class A1 Notes.

The Class A1 Notes have not been and will not be registered under the Securities Act and may not be
offered or sold within the U.S. or to, or for the account or benefit of, U.S. persons, except to QIBs in
reliance on Rule 144A under the Securities Act and to persons in offshore transactions in reliance on
Regulation S under the Securities Act.

Resales of the Class A1 Notes are restricted as described under “Notice to Investors-Transfer
Restrictions” above.

NAB and the Manager have agreed to indemnify the Class A1 Lead Manager (144A) against certain
liabilities, including liabilities under the Securities Act, or to contribute to payments which the Class
A1 Lead Manager (144A) may be required to make in that respect.

In connection with the offering of the Class A1 Notes, the Class A1 Lead Manager (144A), may
engage in over-allotment, stabilizing transactions and syndicate covering transactions.

•        Over-allotment involves sales in excess of the offering size, which creates a short position for
         the Class A1 Lead Manager (144A).

•        Stabilizing transactions involve bids to purchase the Class A1 Notes in the open market for
         the purpose of pegging, fixing or maintaining the price of the Class A1 Notes.




                                                                                                    175
•        Syndicate covering transactions involve purchases of the Class A1 Notes in the open market
         after the distribution has been completed in order to cover short positions.

Stabilizing transactions and syndicate covering transactions may cause the price of the Class A1 Notes
to be higher than it would otherwise be in the absence of these transactions. If the Class A1 Lead
Manager (144A) engages in stabilizing or syndicate covering transactions, it may discontinue them at
any time.

In the ordinary course of its business, the Class A1 Lead Manager (144A) and some of its affiliates
have in the past and may in the future engage in commercial and investment banking activities with
NAB and its affiliates.

Placement - Class A2 Notes

Under the terms and subject to the conditions contained in the Dealer Agreement, dated on or about 26
September 2011, between the Trustee, the Manager and National Australia Bank Limited, the Class
A2 Lead Manager has agreed with the Trustee and the Manager the basis upon which it may agree to
subscribe for or procure subscriptions for the following aggregate Invested Amount of the Class A2
Notes:


Class A2 Lead Manager                               Aggregate Invested Amount of Class A2 Notes
                                                    (A$)


National Australia Bank Limited                     A$1,005,000,000


The Dealer Agreement sets out the basis on which the Class A2 Lead Manager may bid for the Class
A2 Notes and, if that bid is accepted by the Manager (on behalf of the Trustee), the basis on which the
Class A2 Lead Manager agrees to subscribe for such Class A2 Notes. The Dealer Agreement will be
governed by and construed in accordance with the laws of New South Wales.

Offering Restrictions

The following representations, warranties and undertakings are made by the Class A1 Lead Manager
(144A) (in respect of the Class A1 Notes and pursuant to the Class A1 Note Purchase Agreement) and
by the Class A1 Lead Manager (Reg S) and the Class A2 Lead Manager (in respect of the Class A
Notes and pursuant to the Dealer Agreement) (as applicable).

United States

The Class A1 Lead Manager (144A) has acknowledged that the Class A1 Notes have not been and
will not be registered under the Securities Act and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons (as defined under Regulation S) except
in accordance with Rule 144A or in an offshore transaction to persons (other than U.S. persons)
pursuant to Regulation S or pursuant to another exemption from the registration requirements of
the Securities Act.

The Class A1 Lead Manager (144A) has also represented and agreed that:

(a)     it has not offered and sold the Class A1 Notes and will not offer and sell the Class A1
        Notes as part of its distribution at any time except to persons who the Class A1 Lead
        Manager (144A) reasonably believes are “qualified institutional buyers” within the
        meaning of Rule 144A; and


                                                                                                  176
(b)    it has not entered and will not enter into any contractual arrangement with respect to the
       distribution or delivery of the relevant Class A Notes except with its affiliates or with the
       prior written consent of the Manager and NAB.

Neither the Class A1 Lead Manager (144A), nor its affiliates, nor any persons acting on its or
their behalf, have engaged or will engage in any directed selling efforts with respect to the
Class A1 Notes, and the Class A1 Lead Manager (144A), its affiliates and all persons acting on its
or their behalf have complied and will comply with the offering restriction requirements of
Rule 144A.

The Class A1 Lead Manager (Reg S) and the Class A2 Lead Manager has represented and warranted
that:

(a)    the relevant Class A Notes have not been and will not be registered under the Securities Act
       and the Trustee has not been and will not be registered as an investment company under the
       United States Investment Company Act of 1940, as amended. An interest in any relevant
       Class A Notes may not be offered, sold, delivered or transferred within the United States of
       America, its territories or possessions or to, or for the account or benefit of, a U.S. person (as
       defined in Regulation S) at any time except in accordance with Regulation S or pursuant to an
       exemption from the registration requirements of the Securities Act;

(b)    it has offered and sold the relevant Class A Notes, and will offer and sell the relevant Class A
       Notes:

       (i)     as part of their distribution at any time; and

       (ii)    otherwise until 40 days after the later of the commencement of the offering and the
               Closing Date,

       only in accordance with Rule 903 of Regulation S.

       Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged
       or will engage in any directed selling efforts with respect to the relevant Class A Notes, it and
       they have complied and will comply with the offering restriction requirements of Regulation
       S;

(c)    at or prior to confirmation of the sale of the relevant Class A Notes, it will have sent to each
       distributor, dealer or person receiving a selling concession, fee or other remuneration that
       purchases the relevant Class A Notes from it or through it during the restricted period a
       confirmation or notice to substantially the following effect:

       “The Notes covered hereby which comprise an identifiable tranche of securities have not been
       registered under the US Securities Act 1933, as amended (the “Securities Act”), or with any
       securities regulation authority of any state or other jurisdiction of the United States of
       America and may not be offered or sold within the United States or to or for the account or
       benefit of U.S. persons (i) as part of their distribution at any time or (ii) otherwise until forty
       days after the later of the commencement of the offering and the Closing Date, except in
       either case in accordance with Regulation S under the Securities Act. Terms used above have
       the meanings given to them by Regulation S under the Securities Act.”

       Terms used in paragraphs (a), (b) and (c) have the meanings given to them by Regulation S;
       and

(d)    it has not entered and will not enter into any contractual arrangement with respect to the
       distribution or delivery of the relevant Class A Notes in contravention of this paragraph and


                                                                                                    177
          paragraphs (a), (b) and (c) above, except with its affiliates or with the prior written consent of
          the Trustee and the Manager.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act) in relation to the
relevant Class A Notes has been lodged with, or registered by, the Australian Securities and
Investments Commission (“ASIC”) or ASX Limited (“ASX”). The Lead Manager has represented
and warranted that:

(a)       no invitation or offer of the relevant Class A Notes has been or will be made for issue or sale
          in Australia (including an offer or invitation which is received by a person in Australia); and

(b)       no Offering Circular or any other offering material or advertisement relating to the relevant
          Class A Notes in Australia, may be distributed or published by it,

unless:

(c)       the minimum aggregate consideration payable by each offeree or invitee on acceptance of the
          offer is at least A$500,000 (or its equivalent in an alternate currency) (disregarding moneys
          lent by the offeror or its associates) or more, or the offer otherwise does not require disclosure
          to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;

(d)       the offer, invitation or issue does not constitute an offer, invitation or issue to a “retail client”
          for the purposes of Chapter 7 of the Corporations Act; and

(e)       such action complies with all applicable laws, regulations and directives and does not require
          any document to be lodged with ASIC or the ASX.

The United Kingdom

The Lead Manager has represented and agreed that:

(a)       it has only communicated or caused to be communicated and will only communicate or cause
          to be communicated an invitation or inducement to engage in investment activity (within the
          meaning of Section 21 of the Financial Services and Markets Act (“FSMA”)) received by it in
          connection with the issue or sale of the relevant Class A Notes in circumstances in which
          Section 21(1) of the FSMA does not apply to the Trustee; and

(c)       it has complied and will comply with all applicable provisions of the FSMA with respect to
          anything done by it in relation to the relevant Class A Notes in, from or otherwise involving
          the United Kingdom.

Hong Kong

The Lead Manager has represented and warranted that:

(a)       it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,
          any relevant Class A Notes other than:

          (i)     to “professional investors” as defined in the Securities and Futures Ordinance
                  (Cap.571 of the laws of Hong Kong), as amended (“SFO”) and any rules made under
                  the SFO; or

          (ii)    in other circumstances which do not result in the document being a “prospectus” as
                  defined in the Companies Ordinance (Cap.32 of the laws of Hong Kong), as amended


                                                                                                         178
                 (“CO”) or which do not constitute an offer to the public within the meaning of the
                 CO; and

(b)     it has not issued or had in its possession for the purposes of issue, and will not issue or have in
        its possession for the purposes of issue, whether in Hong Kong or elsewhere, any
        advertisement, invitation, other offering material or other document relating to the relevant
        Class A Notes, which is directed at, or the contents of which are likely to be accessed or read
        by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong
        Kong) other than with respect to relevant Class A Notes which are or are intended to be
        disposed of only to persons outside Hong Kong or only to “professional investors” within the
        meaning of the SFO and any rules made under the SFO.

Singapore

The Offering Circular has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, as amended
(the “SFA”). The Lead Manager has represented and warranted that this Offering Circular and any
other document or material in connection with the offer or sale, or invitation or purchase, of the
relevant Class A Notes may not be circulated or distributed, nor may the relevant Class A Notes be
offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly
or indirectly, to persons in Singapore other than:

(a)     to an institutional investor specified in Section 274 of the SFA;

(b)     to a relevant person pursuant to section 275(1) of the SFA, or any person pursuant to section
         275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the
         SFA; or

(c)     pursuant to, and in accordance with, the conditions of, any other applicable provisions of the
        SFA.

Any person offering the relevant Class A Notes must notify (whether through the distribution of this
Offering Circular or any other document or material in connection with the offer or sale or invitation
for subscription or purchase of any relevant Class A Notes or otherwise) each of the following relevant
persons specified in section 275 of the SFA, which has subscribed or purchased relevant Class A
Notes from and through that person, namely a person who is:

(a)     a corporation (which is not an accredited investor as defined in section 4A of the SFA) the
        sole business of which is to hold investments and the entire share capital of which is owned by
        one or more individuals, each of whom is an accredited investor; or

(b)     a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
        investments and each beneficiary of the trust is an individual who is an accredited investor,

that Securities (as defined in section 239(1) of the SFA) of that corporation or the beneficiaries' rights
and interest in that trust shall not be transferable for 6 months after that corporation or that trust has
acquired the relevant Class A Notes under section 275 of the SFA except:

        (i)      to an institutional investor (for corporations, under section 274 of the SFA) or to a
                 relevant person, or any person defined in section 275(2) of the SFA, or to any person
                 pursuant to an offer that is made on terms that such Securities of that corporation or
                 such rights and interest in that trust are acquired at a consideration of not less than
                 S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such
                 amount is to be paid for in cash or by exchange of securities or other assets, and




                                                                                                     179
                 further for corporations in accordance with the conditions, specified in section 275 of
                 the SFA;

        (ii)     where no consideration is given for the transfer;

        (iii)    where the transfer is by operation of law; or

        (iv)     pursuant to section 276(7) of the SFA.

Japan

The relevant Class A Notes have not been and will not be registered under the Financial Instruments
and Exchange Law of Japan (Law No. 25 of 1948, as amended) (“Financial Instruments and
Exchange Law”) and, accordingly, the Lead Manager has represented and warranted that it has not,
directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any relevant Class
A Notes in Japan or to, or for the benefit of, any resident of Japan, or to others for re-offering or
resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant
to an exemption from the registration requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Law and any other applicable laws and regulations of Japan.

For the purposes of this paragraph, “resident of Japan” means a natural person having his place of
domicile or residence in Japan, or a juridical person having its main office in Japan as defined in Item
5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade law of Japan (Law No. 228 of
1949).

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), the Lead Manager has represented and
agreed that with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not
make an offer of relevant Class A Notes which are the subject of the offering contemplated by this
Offering Circular to the public in that Relevant Member State other than:

(a)     to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)     to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of
        the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors
        as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to
        obtaining the prior consent of the Lead Manager nominated by the Trustee for any such offer;
        or

(c)     in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of relevant Class A Notes shall require the Trustee or the Lead Manager to
publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, (i) the expression an “offer relevant Class A Notes to the
public” in relation to any Class A Notes in any Relevant Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and the relevant
Class A Notes to be offered so as to enable an investor to decide to purchase or subscribe to the
relevant Class A Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any


                                                                                                        180
relevant implementing measure in the Relevant Member State, and (iii) the expression “2010 PD
Amending Directive” means Directive 2010/73/EU.

New Zealand

The Lead Manager has represented and warranted that:

(a)     it has not offered or sold, and will not offer or sell, directly or indirectly, any relevant Class A
        Notes; and

(b)     it has not distributed and will not distribute, directly or indirectly, any offering materials or
        advertisement in relation to any offer of relevant Class A Notes,

in each case in New Zealand unless:

        (i)      the aggregate consideration payable is not less than NZ$500,000 (disregarding any
                 amount lent by the offeror or any associated person of the offeror); or

        (ii)     the relevant Class A Notes are transferred to persons whose principal business is the
                 investment of money or who in the course of and for the purposes of their business,
                 habitually invest money within the meaning of the Securities Act 1978 of New
                 Zealand or to eligible persons within the meaning of the Securities Act 1978 of New
                 Zealand or in other circumstances where there is no contravention of the Securities
                 Act 1978 of New Zealand.

Variation

These selling restrictions may be modified by the agreement of the Trustee, the Manager, the Seller
and each Lead Manager following a change in or clarification of a relevant law, regulation, directive,
request or guideline having the force of law or compliance which is in accordance with the practice of
responsible financial institutions in the country concerned or any change in or introduction of any of
them or in their interpretation or administration.

                                          General Information

Authorization

The Trustee has obtained all necessary consents, approvals and authorizations in connection with the
issue and performance of the Class A Notes.

Litigation

The Trustee is not, and has not been, involved in any litigation, arbitration or governmental
proceedings that may have, or have had during the twelve months preceding the date of this Offering
Circular, a significant effect on its financial position or profitability nor, so far as it is aware, are any
such litigation, arbitration or governmental proceedings pending or threatened.

The Seller and Manager are not presently involved in any litigation, arbitration or governmental
proceedings that is material to the Noteholders.

DTC, Euroclear and Clearstream, Luxembourg

The Class A1 Notes have been accepted for clearance through DTC, Euroclear and Clearstream,
Luxembourg with the CUSIP number, ISIN and Common Code:




                                                                                                       181
Class A1 Notes            CUSIP                       ISIN                       Common Code


Rule 144A                 63727Q AA0                  US63727QAA04               068481350


Regulation S              Q6568W AA0                  USQ6568WAA01               Not applicable.




                                            Announcement

By distributing or arranging for the distribution of this Offering Circular to the Lead Managers and the
persons to whom this Offering Circular is distributed, the Trustee announces to the Lead Managers
and each such person that:

•       the Class A1 Notes will initially be issued in the form of Book-Entry Notes and will be held
        by Cede & Co., as nominee of DTC;

•       in connection with the issue, DTC will confer rights in the Class A1 Notes to the Noteholders
        and will record the existence of those rights; and

•       as a result of the issue of the Class A1 Notes in this manner, these rights will be created.

                                             Legal Matters

Sidley Austin LLP, New York, New York will pass upon some legal matters with respect to the Class
A1 Notes, including the material U.S. federal income tax matters, for National Australia Bank Limited
and National Global MBS Manager Pty Ltd. Mallesons Stephen Jaques, Sydney, Australia, will pass
upon some legal matters, including the material Australian tax matters, with respect to the Class A1
Notes and the Class A2 Notes for National Australia Bank Limited and National Global MBS
Manager Pty Ltd. Sidley Austin LLP, New York, New York will also act as U.S. legal counsel to the
Class A1 Lead Manager (144A). Mallesons Stephen Jaques, Sydney, Australia will also act as
Australian legal counsel to the Lead Managers.




                                                                                                       182
                                            GLOSSARY

Unless the context requires otherwise, in this Offering Circular, the following words have the
following meanings:

 A$ and Australian             means the lawful currency of the Commonwealth of
 Dollars                       Australia.

 A$ Class A1 Additional        means, in respect of a Payment Date after the Class A1 Note
 Interest Amount               Scheduled Maturity Date, the “A$ Additional Floating
                               Amount” (as defined in the confirmation for the Currency
                               Swap) payable by the Trustee to the Currency Swap Provider
                               in respect of that Payment Date in accordance with the
                               Currency Swap Agreement.

 A$ Class A1 Interest          means, in respect of a Payment Date, the “A$ Floating
 Amount                        Amount” (as defined in the confirmation for the Currency
                               Swap) payable by the Trustee to the Currency Swap Provider
                               in respect of that Payment Date in accordance with the
                               Currency Swap Agreement.

 A$ Class A1 Principal         means, in relation to a Payment Date, the “Party B Interim
                               Exchange Amount” (as defined in the confirmation for the
                               Currency Swap) payable by the Trustee to the Currency
                               Swap Provider in respect of that Payment Date in accordance
                               with the Currency Swap Agreement.

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

 A$ Exchange Rate              means the “A$ Exchange Rate” specified under the heading
                               “Exchange Rates” in the confirmation for the Currency Swap
                               Agreement.

 A$ Note                       means a Note other than any Class A1 Note.

 A$ Note Calculation           means the Manager.
 Agent

 A$ Note Conditions            means the terms and conditions of the A$ Notes, as set out in
                               the schedule to the Note Deed Poll.

 Accrued Interest              means an amount equal to all accrued but unpaid interest in
 Adjustment                    respect of the Purchased Housing Loans as at the close of
                               business on the day immediately preceding the Closing Date.

 Adverse Rating Effect         means an effect which results in the downgrading or
                               withdrawal of the rating (if any) given to the Notes issued in
                               respect of the Trust by a Rating Agency.



                                                                                                 183
Affected Party       in respect of a Derivative Contract, has the meaning given to
                     it in that Derivative Contract.

Agency Agreement     means the agreement entitled “National RMBS Trust 2011-2
                     Agency Agreement” dated on or around 26 September 2011
                     between the Trustee, the Manager, the Class A1 Note
                     Registrar, the Note Trustee, the Principal Paying Agent and
                     the Class A1 Calculation Agent.

Agent                means each of the Principal Paying Agent, the Class A1
                     Note Registrar and the Class A1 Calculation Agent.

Aggregate Stated     means, on any Determination Date:
Amount
                     (a)      for the A$ Notes, the aggregate of the Stated
                              Amounts of the relevant A$ Notes at that time; and
                     (b)      for the Class A1 Notes, the aggregate of the A$
                              Equivalent of the Stated Amounts of the Class A1
                              Notes at that time.

Arrears Ratio        means, on a Determination Date, the amount (expressed as a
                     percentage) calculated as follows:
                                   B
                              A=
                                   C

                     where:
                     A=       the Arrears Ratio;
                     B=       the aggregate outstanding principal balance of all
                              Purchased Housing Loans which have been
                              Delinquent Housing Loans at all times during the
                              period of 60 days from (and including) the last day
                              of the immediately preceding Collection Period
                              (such outstanding principal balance to be calculated
                              on that last day of the immediately preceding
                              Collection Period);
                     C=       the aggregate outstanding principal balance of all
                              Purchased Housing Loans (as calculated on the last
                              day of the immediately preceding Collection
                              Period).

Austraclear          means the system operated by Austraclear Limited (ABN 94
                     002 060 773) for holding certain Australian Dollar securities
                     and the electronic recording and settling of transactions in
                     those securities between members of that system in
                     accordance with the Regulations and Operating Manual
                     established by Austraclear Limited (as amended or replaced
                     from time to time) to govern the use of that system and
                     includes, as required, a reference to Austraclear Limited as
                     operator of that system.

Australian Tax Act   means the Income Tax Assessment Act 1936 or the Income



                                                                                     184
                         Tax Assessment Act 1997, as the case may be.

Authorised Investments   means:
                         (a)      cash on hand or at an Eligible Bank;
                         (b)      bonds, debentures, stock, treasury bills or other
                                  securities issued or guaranteed by any government
                                  of an Australian jurisdiction (which has the
                                  Required Credit Rating);
                         (c)      debentures or stock of any public statutory body
                                  established under the laws of any Australian
                                  jurisdiction, where the repayment of the principal is
                                  secured and the interest payable on the security is
                                  guaranteed by the government of an Australian
                                  jurisdiction (which has the Required Credit Rating);
                         (d)      notes or other securities of any government of an
                                  Australian jurisdiction (which has the Required
                                  Credit Rating); or
                         (e)
                                  (i)     deposits with, or certificates of deposit
                                          (whether negotiable, convertible or
                                          otherwise) of an Eligible Bank where the
                                          investment has a maturity of thirty (30) days
                                          or less and does not exceed 20% of the
                                          aggregate Invested Amount of any Notes
                                          issued in respect of the Series; or
                                  (ii)    bills of exchange or other negotiable
                                          instruments, issued, drawn, endorsed or
                                          accepted by an Eligible Bank where the
                                          investment has a maturity of thirty (30) days
                                          or less and does not exceed 20% of the
                                          aggregate Invested Amount of any Notes
                                          issued in respect of the Series,
                         in each case which mature or fall due for repayment at least
                         one day before the next Payment Date and which do not
                         constitute a securitisation exposure or a resecuritisation
                         exposure (as defined in Prudential Standard APS 120 issued
                         by the Australian Prudential Regulation Authority, including
                         any amendment or replacement of that Prudential Standard).

Available Income         see “Description of the Class A Notes-Cashflow Allocation
                         Methodology-Determination of Available Income”.

                         means on any day the Liquidity Limit less all outstanding
Available Liquidity
                         Liquidity Drawings on that day.
Amount

Average Arrears Ratio    means, on any Determination Date, the amount (expressed as
                         a percentage) calculated as follows:




                                                                                          185
                                     B
                               A=
                                    12

                      where:
                      A=       the Average Arrears Ratio;
                      B=       the sum of the Arrears Ratio for that Determination
                               Date and the Arrears Ratios for the 11 Determination
                               Dates immediately preceding that Determination
                               Date.

Bank                  has the meaning given to the expression “Australian bank” in
                      the Corporations Act.

Bank Bill Rate        see “Description of the Class A Notes - Interest on the Class
                      A Notes”.

Basis Swap            means:
                      (a)      each swap transaction entered into substantially on
                               the terms of Annexure 2 to the Interest Rate Swap
                               Agreement; and
                      (b)      any other Derivative Contract which is specified by
                               the Manager to be a “Basis Swap” for the purposes of
                               the Series (provided that Rating Notification is
                               provided in respect of that Derivative Contract).

Basis Swap Provider   means National Australia Bank Limited or such other person
                      appointed from time to time as the Basis Swap Provider
                      under the Transaction Documents.

Benefit Plan          means pension, profit-sharing or other “employee benefit
                      plans”, as described in Title I of ERISA, as well as any plan
                      described in section 4975 of the Code (including individual
                      retirement accounts or Keogh plans), and entities deemed to
                      hold “plan assets” of any of the foregoing.

BICOE                 means Building in the Course of Erection.

Bill                  has the meaning it has in the Bills of Exchange Act 1909
                      (Cth) and a reference to the acceptance of a Bill is to be
                      interpreted in accordance with that Act.

Binding Provision     any provision of the Code of Banking Practice, any other
                      binding code or arrangement and any laws applicable to
                      banks or other lenders in the business of making loans
                      (including retail home loans, personal loans. commercial
                      loans and commercial property loans, as applicable) in force
                      in Australia from time to time.

Book-Entry Note       means a Class A1 Note issued under the Clearing Agency’s
                      global book entry system.




                                                                                      186
Business Day             a day on which banks are open for business in Melbourne,
                         Sydney, New York, Los Angeles and London (not being a
                         Saturday, Sunday or public holiday in that place) provided
                         that the day is also a TARGET2 Settlement Date.

Calculation Agent        means:
                         (a)      in respect of the Class A1 Notes, the Class A1
                                  Calculation Agent; and
                         (b)      in respect of the A$ Notes, the A$ Note Calculation
                                  Agent.

Call Option              means the Manager’s option to direct the Trustee to redeem
                         Notes on each Call Option Date.

Call Option Date         means each Payment Date occurring on or after the later of:
                         (a)      the Payment Date immediately following the
                                   Payment Date on which the Class A1 Notes have
                                   been repaid in full; and
                         (b)      the date on which the aggregate of the outstanding
                                   principal balance of all Purchased Housing Loans is
                                   less than 10% of the outstanding principal balance
                                   of all Purchased Housing Loans as at the Closing
                                   Date.

Carryover Principal      see “Description of the Class A Notes-Cashflow Allocation
Charge-Off               Methodology-Principal Charge-Offs”.

Cash                     includes cheques and the electronic transfer of funds.

Class                    means a class of Notes.

Class A Note             means a Class A1 Note and a Class A2 Note (or any of
                         them).

Class A Noteholder       means a Class A1 Noteholder and a Class A2 Noteholder (or
                         any of them).

Class A Note Principal   means, in respect of a Payment Date, the amount calculated
Allocation               as follows:
                                          B
                                  A=         xD
                                         B+C

                         where:
                         A=       the Class A Note Principal Allocation;
                         B=       the aggregate of:
                                  (i)      the aggregate Invested Amount of the Class
                                           A1-R Notes; plus
                                  (ii)     the aggregate Invested Amount of the Class



                                                                                         187
                                             A2 Notes,
                                    as at the Determination Date immediately preceding
                                    that Payment Date
                           C=       the aggregate of:
                                    (i)      the aggregate Invested Amount of the Class
                                             B Notes; plus
                                    (ii)     the aggregate Invested Amount of the Class
                                             C Notes,
                                    as at the Determination Date immediately preceding
                                    that Payment Date
                           D=       the balance of the Principal Collections remaining
                                    for allocation on that Payment Date under paragraph
                                    (d) of “Cashflow Allocation Methodology-
                                    Application of Principal Collections (prior to Event
                                    of Default and enforcement of the Deed of
                                    Charge)”.

Class A1 Calculation       means Deutsche Bank Trust Company Americas.
Agent

Class A1 Lead Manager      means nabSecurities, LLC.
(144A)

Class A1 Lead Manager      means National Australia Bank Limited.
(Reg S)

Class A1 Note              means a Note described as such and referred to in the Issue
                           Supplement and issued on the terms and conditions
                           contained in the Class A1 Note Conditions.

Class A1 Note Conditions   means the terms and conditions of the Class A1 Notes, as set
                           out in schedule 2 to the Note Trust Deed.

Class A1 Noteholder        means each person who is from time to time entered in the
                           Note Register as the holder of a Class A1 Note.

Class A1 Note Principal    means, in respect of a Payment Date on or after the Class A1
Allocation                 Note Scheduled Maturity Date, the amount calculated as
                           follows:
                                            B
                                    A=         xE
                                           C−D

                           where:
                           A=       the Class A1 Note Principal Allocation.
                           B=       the A$ Equivalent of the aggregate Invested Amount
                                    of the Class A1 Notes as at the Determination Date
                                    immediately preceding that Payment Date.




                                                                                           188
                          C=       the aggregate of:

                                   (i)      the A$ Equivalent of the aggregate Invested
                                            Amount of the Class A1 Notes; plus

                                   (ii)     the aggregate Invested Amount of the Class
                                            A1-R Notes; plus

                                   (iii)    the aggregate Invested Amount of the Class
                                            A2 Notes,

                                   as at the Determination Date immediately preceding
                                   that Payment Date.
                          D=       an amount equal to 3% of the A$ Equivalent of the
                                   aggregate Initial Invested Amount of all the Notes
                                   on the Closing Date.

                          E=       the amount of Principal Collections available to be
                                   applied on that Payment Date under paragraph
                                   (c)(ii)(A) of the cashflow allocation methodology
                                   described in “Description of the Class A Notes -
                                   Cashflow Allocation Methodology - Application of
                                   Principal Collections (prior to Event of Default and
                                   enforcement of the Deed of Charge)”.

Class A1 Note Purchase    means the agreement entitled “Note Purchase Agreement”
Agreement                 between the Trustee, the Manager, the Seller and the parties
                          named in it, which relates to the Class A1 Notes.

Class A1 Note             means a ledger account of the Collection Account designated
Redemption Fund           as the Class A1 Note Redemption Fund and maintained by
                          the Manager in accordance with the Issue Supplement.

Class A1 Note Registrar   means Deutsche Bank Trust Company Americas.

Class A1 Note Scheduled   means the Payment Date occurring in September 2013.
Maturity Date

Class A1-R Note           means a Note designated as a “Class A1-R Note” and which
                          is issued in accordance with the Issue Supplement and the
                          Note Deed Poll

Class A1-R Noteholder     means each person who is from time to time entered in the
                          Note Register as the holder of a Class A1-R Note.

Class A1-R Note           means, in respect of a Payment Date on or after the Class A1
Principal Allocation      Note Scheduled Maturity Date, the amount calculated as
                          follows:
                                           B
                                   A=         xE
                                          C−D

                          where:



                                                                                          189
                          A=      the Class A1-R Note Principal Allocation.
                          B=      the aggregate Invested Amount of the Class A1-R
                                  Notes as at the Determination Date immediately
                                  preceding that Payment Date.
                          C=      the aggregate of:
                                  (i)     the A$ Equivalent of the aggregate Invested
                                          Amount of the Class A1 Notes; plus
                                  (ii)    the aggregate Invested Amount of the Class
                                          A1-R Notes; plus
                                  (iii)   the aggregate Invested Amount of the Class
                                          A2 Notes,
                                  as at the Determination Date immediately preceding
                                  that Payment Date.
                          D=      if as at the Determination Date immediately
                                  preceding that Payment Date:
                                  (i)     Class A1 Notes remain outstanding, an
                                          amount equal to 3% of the Total Invested
                                          Amount of all the Notes on the Closing
                                          Date; or
                                  (ii)    if no Class A1 Notes remain outstanding,
                                          zero.
                          E=      if:
                                  (i)     the Subordination Conditions are satisfied
                                          on that Payment Date, the Class A Note
                                          Principal Allocation in respect of that
                                          Payment Date; or
                                  (ii)    the Subordination Conditions are not
                                          satisfied on that Payment Date, the amount
                                          of Principal Collections available to be
                                          applied on that Payment Date under
                                          paragraph (c)(ii)(A) of the cashflow
                                          allocation methodology described in
                                          “Description of the Class A Notes -
                                          Cashflow Allocation Methodology -
                                          Application of Principal Collections (prior
                                          to Event of Default and enforcement of the
                                          Deed of Charge)”.

Class A2 Lead Manager     means National Australia Bank Limited.

Class A2 Note             means a Note designated as a “Class A2 Note” and which is
                          issued in accordance with the Issue Supplement and the Note
                          Deed Poll.

Class A2 Noteholder       means each person who is from time to time entered in the
                          Note Register as the holder of a Class A2 Note.

Class A2 Note Principal   means, in respect of a Payment Date on or after the Class A1


                                                                                         190
Allocation               Note Scheduled Maturity Date, the amount calculated as
                         follows:
                         A=B-C-D
                         where:
                         A=       the Class A2 Note Principal Allocation;
                         B=       if:
                                  (i)      the Subordination Conditions are satisfied
                                           on that Payment Date, the Class A Note
                                           Principal Allocation in respect of that
                                           Payment Date; or
                                  (ii)     the Subordination Conditions are not
                                           satisfied on that Payment Date, the amount
                                           of Principal Collections available to be
                                           applied on that Payment Date under
                                           paragraph (c)(ii)(A) of the cashflow
                                           allocation methodology described in
                                           “Description of the Class A Notes -
                                           Cashflow Allocation Methodology -
                                           Application of Principal Collections (prior
                                           to Event of Default and enforcement of the
                                           Deed of Charge)”.
                         C=       the Class A1 Note Principal Allocation in respect of
                                  that Payment Date.
                         D=       the Class A1-R Note Principal Allocation in respect
                                  of that Payment Date.

Class B Note             means a Note designated as a “Class B Note” and which is
                         issued in accordance with the Issue Supplement and the Note
                         Deed Poll

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

Class B Note Principal   means, in respect of a Payment Date, the amount calculated
Allocation               as follows:
                                          B
                                  A=         xD
                                         B+C

                         where:
                         A=       the Class B Note Principal Allocation;
                         B=       the aggregate Invested Amount of the Class B Notes
                                  on the Determination Date immediately preceding
                                  that Payment Date:
                         C=       the aggregate of:
                                  (i)      the A$ Equivalent of the aggregate Invested
                                           Amount of the Class A1 Notes less the
                                           balance of the Class A1 Note Redemption


                                                                                         191
                                            Fund; plus
                                  (ii)      the aggregate Invested Amount of the Class
                                            A1-R Notes; plus
                                  (iii)     the aggregate Invested Amount of the Class
                                            A2 Notes; plus
                                  (iv)      the aggregate Invested Amount of the Class
                                            C Notes,
                                  as at the Determination Date immediately preceding
                                  that Payment Date
                         D=       the balance of the Principal Collections remaining
                                  for allocation on that Payment Date under paragraph
                                  (d) of the cashflow allocation methodology
                                  described in “Description of the Class A Notes -
                                  Cashflow Allocation Methodology - Application of
                                  Principal Collections (prior to Event of Default and
                                  enforcement of the Deed of Charge)”.

Class C Note             means a Note designated as a “Class C Note” and which is
                         issued in accordance with the Issue Supplement and the Note
                         Deed Poll

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

Class C Note Principal   means, in respect of a Payment Date, the amount calculated
Allocation               as follows:
                                           B
                                  A=          xD
                                          B+C

                         where:
                         A=       the Class C Note Principal Allocation;
                         B=       the aggregate Invested Amount of the Class C Notes
                                  on the Determination Date immediately preceding
                                  that Payment Date:
                         C=       the aggregate of:
                                  (i)       the A$ Equivalent of the aggregate Invested
                                            Amount of the Class A1 Notes less the
                                            balance of the Class A1 Note Redemption
                                            Fund; plus
                                  (ii)      the aggregate Invested Amount of the Class
                                            A1-R Notes; plus
                                  (iii)     the aggregate Invested Amount of the Class
                                            A2 Notes; plus
                                  (iv)      the aggregate Invested Amount of the Class
                                            B Notes,
                                  as at the Determination Date immediately preceding



                                                                                          192
                               that Payment Date
                       D=      the balance of the Principal Collections remaining
                               for allocation on that Payment Date under paragraph
                               (d) of the cashflow allocation methodology
                               described in “Description of the Class A Notes -
                               Cashflow Allocation Methodology - Application of
                               Principal Collections (prior to Event of Default and
                               enforcement of the Deed of Charge)”.

Clearing Agency        means each organisation registered as a clearing agency
                       pursuant to section 17A of the Exchange Act that agrees with
                       the Manager and the Trustee to hold Book-Entry Notes
                       (directly or through a Depository) and initially means DTC

Clearstream,           means Clearstream Banking, société anonyme, a limited
Luxembourg             liability company organized under the laws of Luxembourg.

Closing Date           means 28 September 2011.

Code                   means U.S Internal Revenue Code of 1986.

Collection Period      see “Description of the Class A Notes - Cashflow Allocation
Distributions          Methodology-Distributions during a Collection Period”.

Collections            see “Description of the Class A Notes - Cashflow Allocation
                       Methodology-Collections”.

Collections Account    means the account opened with NAB in the name of the
                       Trustee and designated by the Manager as the collection
                       account for the Series.

Collection Period      means, in relation to a Payment Date, the period from (and
                       including) the first day of the month immediately preceding
                       that Payment Date up to (and including) the last day of the
                       month immediately preceding that Payment Date, provided
                       that the first Collection Period will commence on (and
                       include) the Closing Date.

Consumer Credit Code   means, as applicable, the Consumer Credit Code set out in
                       the Appendix to the Consumer Credit (Queensland) Act
                       1994 as in force or applied as a law of any jurisdiction of
                       Australia or the provisions of the Consumer Credit Code set
                       out in the Appendix to the Consumer Credit (Western
                       Australia) Act 1996 or the provisions of the Consumer
                       Credit Code set out in the Appendix to the Consumer Credit
                       Code (Tasmania) Act 1996.

Consumer Credit        means all consumer credit legislation of the Commonwealth
Legislation            and the states and territories of Australia that regulates
                       consumer credit transactions, the Consumer Credit Code and
                       the National Credit Code.

Corporations Act       means the Corporations Act 2001 (Cwlth).



                                                                                      193
Currency Swap             means:
                          (a)      each swap transaction entered into substantially on
                                   the terms of Annexure 3 to the Currency Swap
                                   Agreement; and
                          (b)      any other Derivative Contract which is specified by
                                   the Manager to be a “Currency Swap” for the
                                   purposes of the Series (provided that Rating
                                   Notification is provided in respect of that Derivative
                                   Contract).

Currency Swap             means the ISDA Master Agreement dated 26 September
Agreement                 2011 between the Trustee, the Manager and the Currency
                          Swap Provider and the Schedule relating to it, and which is
                          expressed to be the Currency Swap Agreement for the
                          purposes of the Issue Supplement.

Currency Swap Provider    means National Australia Bank Limited, or such other
                          person who may be appointed under the Currency Swap
                          Agreement to act as the Currency Swap Provider.

Currency Swap             the US$ proceeds (if any) received from the Currency Swap
Termination Proceeds      Provider under the Currency Swap as a result the termination
                          of the Currency Swap.

Cut-Off Date              means 20 September 2011.

Dealer Agreement          means the document entitled “National RMBS Trust 2011-2
                          Dealer Agreement” dated 26 September 2011 between the
                          Trustee, the Manager and National Australia Bank Limited.

Deed of Charge            means the document entitled “National RMBS Trust 2011-2
                          Deed of Charge” dated 14 September 2011 between the
                          Trustee, the Security Trustee and the Manager.

Defaulting Party          in respect of a Derivative Contract has the meaning given in
                          that Derivative Contract.

Definitive Note           means a Class A1 Note issued in definitive form.

Delinquent Housing Loan   means, at any time, a Housing Loan in respect of which the
                          actual outstanding principal balance at that time is greater
                          than the scheduled amortising balance of that Housing Loan
                          calculated in accordance with the terms of that Housing
                          Loan.

Depository                means DTC, or any other common depository for DTC or
                          any Clearing Agency appointed from time to time to hold
                          any Book-Entry Note.

Derivative Contract       means the Fixed Rate Swap, the Currency Swap Agreement
                          and the Basis Swap.




                                                                                            194
Derivative Counterparty   means the counterparty to a Derivative Contract.

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

DTC                       means the Depositary Trust Company or any other person
                          appointed by DTC.

Eligibility Criteria      see “Description of the Series Assets of the Series -
                          Representations, Warranties and Eligibility Criteria”.

Eligible Bank             means a bank that has a rating equivalent to or higher than:
                          (a)    in the case of S&P, S&P, either a short term rating of
                                 “A-1+” or a long term rating of “AA” (as the case
                                 may be); and
                          (b)    in the case of Fitch, a long term credit rating of
                                 “A” by Fitch (or “A+” if Fitch has placed the
                                 relevant entity on ratings watch negative at the
                                 relevant time) and a short term credit rating of “F1”
                                 by Fitch (or “F1+” if Fitch has placed the relevant
                                 entity on ratings watch negative at the relevant
                                 time).

Encumbrance               means any:
                          (a)     security for the payment of money or performance of
                                  obligations, including a mortgage, charge, lien,
                                  pledge, trust, power or title retention or flawed
                                  deposit arrangement; or
                          (b)     right, interest or arrangement which has the effect of
                                   giving another person a preference, priority or
                                   advantage over creditors including any right of set-
                                   off; or
                          (c)     right that a person (other than the owner) has to
                                   remove something from land (known as a profit à
                                   prendre), easement, public right of way, restrictive
                                   or positive covenant, lease, or licence to use or
                                   occupy; or
                          (d)     third party right or interest or any right arising as a
                                   consequence of the enforcement of a judgment,
                          or any agreement to create any of them or allow them to
                          exist.

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

ERISA                     means Employee Retirement Income Security Act of 1974,
                          as amended.

Euroclear                 means Euroclear Clearance System Société Cooperative, a


                                                                                            195
                           Belgian cooperative corporation.

Event of Default           see “Description of the Transaction Documents - Deed of
                           Charge and Master Security Trust Deed Events of Default”.

Exchange Act               means the Securities Exchange Act of 1934 of the United
                           States of America, as amended.

Expenses of the Series     means all costs, charges and expenses incurred by the
                           Trustee in connection with the Series in accordance with the
                           Transaction Documents and any other amounts for which the
                           Trustee is entitled to be reimbursed or indemnified out of the
                           Series Assets in accordance with the Transaction Documents
                           (but excluding any amount of a type otherwise referred to in
                           “Cashflow Allocation Methodology-Application of Total
                           Available Income (prior to an Event of Default and
                           enforcement of the Deed of Charge)” and “Cashflow
                           Allocation Methodology-Application of Principal
                           Collections (prior to Event of Default and enforcement of
                           the Deed of Charge)” and includes any costs, charges,
                           expenses and other amounts to be paid or reimbursed by the
                           Trustee to the Note Trustee, the Agents, the Manager, the
                           Trust Administrator and the Servicer in accordance with the
                           Transaction Documents.

Extraordinary Resolution   means a resolution passed at a meeting of Voting Secured
                           Creditors or a class of Noteholders by at least 75% of the
                           votes cast or by a written resolution of such Voting Secured
                           Creditors or class of Noteholders (as applicable).

Final Maturity Date        means the Payment Date occurring in December 2042.

Finance Charge             see “Description of Class A Notes-Determination of
Collections                Available Income”.

Fitch                      means Fitch Australia Pty Limited.

Fixed Rate Swap            means:
                           (a)      each swap transaction entered into substantially on
                                    the terms of Annexure 1 to the Interest Rate Swap
                                    Agreement; and
                           (b)      any other Derivative Contract which is specified by
                                    the Manager to be a “Fixed Rate Swap” for the
                                    purposes of the Series (provided that Rating
                                    Notification is provided in respect of that Derivative
                                    Contract).

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

Genworth                   means GE Mortgage Insurance Company Pty Limited.




                                                                                             196
GST                       has the meaning it has in the A New Tax System (Goods and
                          Services Tax) Act 1999 (Cth).

Guidelines                means the guidelines relating to the origination, servicing
                          and collection procedures (including enforcement) as agreed
                          by the Manager, the Seller and the Servicer (as may be
                          amended from time to time).

Housing Loan              means a housing loan which is or is to be sold by the Seller
                          to the Trustee pursuant to the Master Sale Deed.

Housing Loan Terms        means, in respect of a Housing Loan or Related Security, any
                          agreement or other document that evidences the Obligor’s
                          payment or repayment obligations or any other terms and
                          conditions of that Housing Loan or Related Security.

Initial Invested Amount   means, in respect of:
                          (a)     a Class A1 Note, the amount set out on the face of
                                  that Class A1 Note on its issue;
                          (b)     a Class A2 Note, A$500,000;
                          (c)     a Class B Note and a Class C Note, A$100,000;
                          (d)     a Class A1-R Note, the amount determined as such
                                  in accordance with the Issue Supplement.

Insolvent                 A person is Insolvent if:
                          (a)     it is (or states that it is) an insolvent under
                                   administration or insolvent (each as defined in the
                                   Corporations Act); or
                          (b)     it is in liquidation, in provisional liquidation, under
                                   administration or wound up or has had a controller
                                   appointed to its property; or
                          (c)     it is subject to any arrangement, assignment,
                                   moratorium or composition, protected from
                                   creditors under any statute or dissolved (in each
                                   case, other than to carry out a reconstruction or
                                   amalgamation while solvent on terms approved by
                                   the Security Trustee (or the Manager, in the case of
                                   the solvency of the Security Trustee)); or
                          (d)     an application or order has been made (and, in the
                                  case of an application, it is not stayed, withdrawn or
                                  dismissed within 30 days), resolution passed,
                                  proposal put forward, or any other action taken, in
                                  each case in connection with that person, which is
                                  preparatory to or could result in any of (a), (b) or (c)
                                  above; or
                          (e)     it is taken (under section 459F(1) of the
                                   Corporations Act) to have failed to comply with a
                                   statutory demand; or
                          (f)     it is the subject of an event described in section


                                                                                             197
                              459C(2)(b) or section 585 of the Corporations Act
                              (or it makes a statement from which the Security
                              Trustee (or the Manager, in the case of the solvency
                              of the Security Trustee) reasonably deduces it is so
                              subject); or
                     (g)     it is otherwise unable to pay its debts when they fall
                              due; or
                     something having a substantially similar effect to (a) to (g)
                     happens in connection with that person under the law of any
                     jurisdiction.

Interest Period      in respect of:
                     (a)     a Note, see “Description of the Class A Notes-
                             Cashflow Allocation Methodology-Interest Periods”;
                             and
                     (b)     the Liquidity Facility, each Liquidity Interest
                             Period.

Interest Rate        means
                     (a)     in respect of a Class A1 Note and an Interest Period
                              is the aggregate of USD-LIBOR-BBA for that
                              Interest Period and the Note Margin in relation to
                              the Class A1 Notes; and
                     (b)     in respect of an A$ Note and an Interest Period for
                              that A$ Note, is the aggregate of the Bank Bill Rate
                              for that Interest Period and the Note Margin in
                              relation to that A$ Note.

Interest Rate Swap   means the ISDA Master Agreement dated 26 September
Agreement            2011 between the Trustee, the Manager and National
                     Australia Bank Limited and the Schedule relating to it, and
                     which is expressed to be the Interest Rate Swap Agreement
                     for the purposes of the Series.

Invested Amount      means, at any time in respect of a Note, the Initial Invested
                     Amount of that Note less the aggregate of all principal
                     repayments made in respect of that Note prior to that time.

IRS                  means United States Internal Revenue Service.

ISDA                 means the International Swaps and Derivatives Association,
                     Inc.

ISDA Definitions     means the 2006 ISDA Definitions of the International Swaps
                     and Derivatives Association, Inc.

Issue Date           means in respect of:
                     (a)     a Note other than a Class A1-R Note, the Closing
                             Date; and
                     (b)     a Class A1-R Note, the date of issue of that Class



                                                                                      198
                                A1-R Note.

Issue Supplement       means the document entitled “National RMBS Trust 2011-2
                       Issue Supplement - Series 2011-2” dated 26 September 2011
                       between the Trustee, the Manager, the Trust Administrator,
                       the Security Trustee, the Servicer and the Seller.

Lead Manager           means:
                       (a)      in respect of the Class A1 Notes, the Class A1 Lead
                                 Manager (144A) and the Class A1 Lead Manager
                                 (Reg S) (as applicable); and
                       (b)      in respect of the Class A2 Notes, the Class A2 Lead
                                 Manager.

Liquidity Drawing      see “Description of Class A Notes-Liquidity Drawing”.

Liquidity Facility     means the facility provided under the Liquidity Facility
                       Agreement.

Liquidity Facility     means the document entitled “National RMBS Trust 2011-2
Agreement              Liquidity Facility Agreement” dated on or around 26
                       September 2011 between the Trustee, the Liquidity Facility
                       Provider and the Manager.

Liquidity Facility     means National Australia Bank Limited or such person
Provider               appointed from time to time as the Liquidity Facility
                       Provider under the Transaction Documents.

Liquidity Facility     means the Payment Date declared in accordance with the
Provider Termination   Liquidity Facility Agreement as the date on which the
Date                   Liquidity Facility Provider will be replaced by a substitute
                       Liquidity Facility Provider, provided that all Liquidity
                       Drawings and all unpaid interest have been repaid to the
                       Liquidity Facility Provider on that date.

Liquidity Facility     means the earliest of:
Termination Date
                       (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;
                       (b)      the date upon which the Liquidity Facility Provider
                                 makes a determination under clause 12 (“Illegality”)
                                 of the Liquidity Facility Agreement;
                       (c)      the date upon which the Liquidity Limit is cancelled
                                 or reduced to zero under clause 9 (“Cancellation or
                                 reduction of the Liquidity Facility”) of the Liquidity
                                 Facility Agreement;
                       (d)      the date upon which the Liquidity Facility Provider
                                 terminates the Liquidity Facility under clause 16.2
                                 (“Consequences”) of the Liquidity Facility
                                 Agreement; and


                                                                                          199
                            (e)     the Final Maturity Date.

Liquidity Interest Period   see “Description of the Transaction Documents - Liquidity
                            Facility”.

Liquidity Limit             see “Description of the Transaction Documents - Liquidity
                            Facility”.

Liquidity Shortfall         means, on a Determination Date, the amount (if any) by
                            which the Payment Shortfall on that Determination Date
                            exceeds the Principal Draw which is allocated on that
                            Determination Date for application towards the Payment
                            Shortfall as described in “Description of the Notes-Cashflow
                            Allocation Methodology”.

London/New York             means a day on which the banks are open for business in
Business Day                New York and London (not being a Saturday, Sunday or
                            public holiday in that place).

Losses                      means, in respect of a Collection Period, the aggregate
                            principal losses (as determined by the Manager) for all
                            Purchased Housing Loans which arise during that Collection
                            Period after all enforcement action has been taken in respect
                            of any Purchased Housing Loan and after taking into
                            account:
                            (a)     all proceeds received as a consequence of
                                    enforcement under any Purchased Housing Loans
                                    (less the relevant Enforcement Expenses);
                            (b)     proceeds of any claims under a Mortgage Insurance
                                    Policy; and
                            (c)     any payments received from the Servicer or any
                                    other person for a breach of its obligations under the
                                    Transaction Documents.

LTV                         for a Housing Loan, the ratio (expressed as a percentage)
                            which the outstanding amount of the Housing Loan secured
                            or to be secured by the related mortgage bears to the value of
                            the Related Security, such amount and such value both being
                            determined at the time the Obligor entered into the relevant
                            Housing Loan Terms.

Management Deed             means the deed entitled “National RMBS Management
                            Deed” dated 18 October 2010 between the Trustee, the
                            Manager, Advantedge Financial Services Pty Ltd and
                            Perpetual Trustees Victoria Limited

Manager                     means National Global MBS Manager Pty Ltd or such
                            person who is appointed from time to time as Manager
                            pursuant to the Transaction Documents.

Master Sale Deed            means the document entitled “National RMBS Master Sale
                            Deed - NAB” dated 26 September 2011 between the Seller,



                                                                                             200
                        the Trustee and the Manager.

Master Security Trust   means the deed entitled “National RMBS Master Security
Deed                    Trust Deed” dated 18 October 2010 between the Trustee, the
                        Security Trustee, the Manager, the Trust Administrator,
                        Advantedge Financial Services Pty Ltd and Perpetual
                        Trustees Victoria Limited.

Master Servicing Deed   means the deed entitled “National RMBS Trust Master
                        Servicing Deed” dated 18 October 2010 between the
                        Trustee, the Manager, Advantedge Financial Services Pty
                        Ltd, National Australia Bank Limited and Perpetual Trustees
                        Victoria Limited

Master Trust Deed       means the deed entitled “National RMBS Master Trust
                        Deed” dated 18 October 2010 between the Trustee, the
                        Manager, the Trust Administrator, Advantedge Financial
                        Services Pty Ltd and Perpetual Trustees Victoria Limited.

Material Adverse        means an event or circumstance which will, or is likely to
Payment Effect          have, a material and adverse affect on the amount of any
                        payment to a Noteholder or the timing of any such payment.

Maximum Class A1-R      means the aggregate of:
Note Margin
                        (a)     the Note Margin in relation to the Class A1 Notes
                                 (which is applicable for the period from the Class
                                 A1 Note Scheduled Maturity Date);
                        (b)     the “Spread” in respect of the “A$ Floating Amount”
                                 (each as defined in the confirmation for the
                                 Currency Swap) payable by the Trustee after the
                                 Class A1 Note Scheduled Maturity Date..

Meeting Provisions      means the provisions relating to meetings of Secured
                        Creditors set out in Schedule 2 (“Meeting Provisions”) of the
                        Master Security Trust Deed

Moody’s                 means Moody’s Investors Service Pty Limited.

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

Mortgage Insurance      means any mortgage insurance policy covering a Housing
Policy                  Loan against losses in the nature of principal or interest,
                        including timely payment cover.

Mortgage Insurer        means each of:
                        (a)     Genworth Financial Mortgage Insurance Pty Ltd
                                (ABN 60 106 974 305); and
                        (b)     QBE Lender’s Mortgage Insurance Limited (ABN
                                70 000 511 071).



                                                                                        201
NAB                    means, National Australia Bank Limited (ABN 12 004 044
                       937).

National Credit Code   means:
                       (a)      the NCCP;
                       (b)      the National Consumer Credit Protection (Fees) Act
                                 2009 (Cwlth);
                       (c)      the National Consumer Credit Protection
                                 (Transitional and Consequential Provisions) Act
                                 2009 (Cwlth) (“Transitional Act”);
                       (d)      any regulations made under any of them; and
                       (e)      Division 2 of Part 2 of the Australian Securities and
                                Investment Commission Act 2001 (Cwlth), so far as
                                it relates to obligations in respect of an Australian
                                Credit Licence issued under the NCCP or
                                registration as a registered person under the
                                Transitional Act.

NCCP                   means the National Consumer Credit Protection Act 2009
                       (Cth).

Note                   means:
                       (a)      the Class A1 Notes;
                       (b)      the Class A1-R Notes;
                       (c)      the Class A2 Notes;
                       (d)      the Class B Notes; and
                       (e)      the Class C Notes,
                       as the context requires.

Note Deed Poll         means the deed entitled “National RMBS Trust 2011-2 Note
                       Deed Poll - Series 2011-2” dated 26 September 2011 signed
                       by the Trustee.

Noteholder             means for a Note, each person whose name is entered in the
                       Note Register as the holder of that Note.

Note Interest Amount   means for:
                       (a)      each Class A1 Note for an Interest Period in respect
                                of that Class A1 Note, the amount calculated by
                                applying the Interest Rate for that Class A1 Note for
                                that Interest Period to the Invested Amount of that
                                Class A1 Note on the first day of the Interest Period
                                (after taking into account any reductions in the
                                Invested Amount of that Class A1 Note on that day),
                                by then multiplying such product by the actual
                                number of days in the Interest Period divided by 360
                                and rounding the resultant figure down to the



                                                                                        202
                                 nearest cent; and
                        (b)      each A$ Note for an Interest Period in respect of that
                                 A$ Note, the amount calculated by applying the
                                 Interest Rate for that A$ Note for that Interest
                                 Period to the Invested Amount of that A$ Note on
                                 the first day of the Interest Period (after taking into
                                 account any reductions in the Invested Amount of
                                 that A$ Note on that day), by then multiplying such
                                 product by the actual number of days in the Interest
                                 Period divided by 365 and rounding the resultant
                                 figure down to the nearest cent.

Note Margin             see “Description of the Class A Notes-Cashflow Allocation
                        Methodology- Interest Rate for the Class A Notes”.

Note Register           means:
                        (a)      in respect of the Notes (other than the Class A1
                                 Notes) the register maintained in respect of such
                                 Notes in accordance with the Note Deed Poll;
                        (b)      in respect of the Class A1 Notes the register
                                 maintained in respect of such Class A1 Notes in
                                 accordance with the Agency Agreement.

Note Trust Deed         means, the deed entitled “National RMBS Trust 2011-2 Note
                        Trust Deed” entered into on or about 26 September 2011
                        between the Trustee, Manager and Note Trustee.

Note Trustee            means Deutsche Bank Trust Company Americas, or the
                        person appointed from time to time under the Transaction
                        Documents.

Notice of Creation of   means the document entitled “Notice of Creation of Trust”
Trust                   dated 14 September 2011 signed by the Trustee.

Notice of Creation of   means the document entitled “Notice of Creation of Security
Security Trust          Trust” dated 14 September 2011 signed by the Security
                        Trustee.

Obligor                 means, in relation to a Housing Loan or Related Security,
                        any person who is obliged to make payments either jointly or
                        severally to the Trustee in connection with that Housing
                        Loan or Related Security.

Offer to Sell           means the offer entitled “National RMBS Trust 2011-2 Offer
                        to Sell” by the Seller in favour of the Trustee in respect of
                        Housing Loans, dated on or about 27 September 2011.

OID                     means original issue discount.

Ordinary Resolution     means a resolution passed at a meeting of Voting Secured
                        Creditors or a class of Noteholders by at least 50% of the
                        votes cast or by a written resolution of such Voting Secured



                                                                                           203
                           Creditors or class of Noteholders (as applicable).

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

Participation Unit         any unit in the Trust which is designated as a “Participation
                           Unit” in the unit register for the Trust.

Participation Unitholder   means the person registered as the holder of a Participation
                           Unit.

Payment Date               means the 20th day of each of month or, if that day is not a
                           Business Day, then the next Business Day provided that the
                           first Payment Date occurs on 20 November 2011, or if that
                           day is not a Business Day, then the next Business Day.

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

Prepayment Benefits        mean those amounts which are credited to a Obligor’s
                           account during a Collection Period in accordance with the
                           relevant Housing Loan Terms as a result of the Obligor
                           prepaying any principal amount in respect of a Purchased
                           Housing Loan.

Prepayment Costs           mean those prepayment fees which are debited to a Obligor’s
                           account during a Collection Period in accordance with the
                           relevant Housing Loan Terms as a result of the Obligor
                           prepaying any principal amount in respect of a Purchase
                           Housing Loan.

Prescribed Period          the period of 120 days immediately following the Closing
                           Date.

Principal Adjustment       means, in respect of the Purchased Housing Loans the
                           subject of the Offer to Sell, an amount (if positive) equal to:
                           (a)     all Principal Collections received by the Seller in
                                   respect of such Purchased Housing Loans; less
                           (b)     the amount of Redraws made by the Seller in respect
                                    of such Purchased Housing Loans,
                           in each case, during the period from the Cut-Off Date to the
                           Closing Date.

Principal Charge-Offs      means, in respect of a Determination Date, the amount (if
                           any) by which the Losses in respect of the immediately
                           preceding Collection Period exceeds the amount available to
                           be applied from Total Available Income on the next Payment


                                                                                             204
                         Date under paragraph (j) of the cashflow allocation
                         methodology described in “Description of the Class A
                         Notes-Cashflow Allocation Methodology-Principal Charge-
                         Offs-Application of Total Available Income (prior to an
                         Event of Default and enforcement of the Deed of Charge)”.

Principal Collections    see “Description of the Class A Notes-Cashflow Allocation
                         Methodology”.

Principal Draw           see “Description of the Class A Notes-Cashflow Allocation
                         Methodology-Principal Draw”.

Principal Paying Agent   means Deutsche Bank Trust Company Americas or the
                         person appointed from time to time under the Agency
                         Agreement.

Purchase Price           means the amount specified as the “Settlement Amount” in
                         the Offer to Sell.

Purchased Housing Loan   means, at any time, a Housing Loan which is a Series Asset
                         of the Series at that time.

QIB                      means a “qualified institutional buyer” as defined in Rule
                         144A under the Securities Act.

Qualifying Obligor       means an Obligor who is not dead, bankrupt, insane or
                         Insolvent and any other person which, notwithstanding this
                         definition, the Manager approves and notifies in writing to
                         the Trustee as being a “Qualifying Obligor”

Quarterly Payment Date   means the Payment Date occurring in March, June,
                         September and December of each year provided that the
                         first Quarterly Payment Date occurs in December 2011.

Rate Set Date            means, in respect of an Interest Period, the second
                         London/New York Business Day before the beginning of
                         that Interest Period.

Rating Agency            means each of S&P and Fitch.

Rating Notification      means, in relation to an event or circumstance, that the
                         Manager has confirmed in writing to the Trustee that it has
                         notified each Rating Agency of the event or a circumstance
                         and that the Manager is satisfied that the event or
                         circumstance is unlikely to result in an Adverse Rating
                         Effect.

Receiver                 means a person or persons appointed under or by virtue of
                         the Master Security Trust Deed and the Deed of Charge for a
                         Trust as receiver or receiver and manager.

Recoveries               means amounts received from or on behalf of Obligors or
                         under any Related Security in respect of Purchased Housing
                         Loans that were previously the subject of a Loss.



                                                                                       205
                          means the Seller’s re-advance to an Obligor of repayments
Redraw
                          of principal made by that Obligor on its Housing Loan in
                          accordance with the terms of the relevant Housing Loan
                          Terms.

                          means, in respect of an Interest Period and an un-reimbursed
Redraw Interest Rate
                          Redraw, the aggregate of:

                          (a)     the Bank Bill Rate; and

                          (b)     1.2% per annum.

Regulation S              means Regulation S under the Securities Act.

Regulation S US$ Global   means a Book-Entry Note, beneficial interests in which have
Note                      been sold in an “offshore transaction” (within the meaning of
                          Regulation S) outside the United States of America pursuant
                          to Regulation S.

Related Entity            of an entity means another entity which is related to the first
                          within the meaning of Section 9 of the Corporations Act.

Related Security          means, at any time, any Encumbrance (including any real
                          property mortgage) which secures a Purchased Housing
                          Loan and which is a Series Asset of the Series at that time

Repurchase Price          means, in relation to a Housing Loan, the then current fair
                          market value of such Housing Loan (as determined by the
                          Manager).

Required Credit Rating    means in respect of:
                          (a)     S&P, either a short term rating of “A-1+” or a long
                                  term rating of “AA” (as the case may be);
                          (b)     Fitch:
                                   (i)     in respect of Authorised Investments which
                                           have a term to maturity of less than 30 days,
                                           a long term credit rating of “A” by Fitch (or
                                           “A+” if Fitch has placed the relevant entity
                                           on ratings watch negative at the relevant
                                           time) and a short term credit rating of “F1”
                                           by Fitch (or “F1+” if Fitch has placed the
                                           relevant entity on ratings watch negative at
                                           the relevant time); and
                                   (ii)    in respect of Authorised Investments which
                                           have a term to maturity of greater than 30
                                           days, a long term credit rating of “AA-” by
                                           Fitch (or “AA” if Fitch has placed the
                                           relevant entity on ratings watch negative at
                                           the relevant time) and a short term credit
                                           rating of “F1+” by Fitch (so long as Fitch
                                           has not placed the relevant entity on ratings



                                                                                            206
                                        watch negative at the relevant time); and
                               (iii)    for the purpose of the definition of “Eligible
                                        Bank” in the Master Trust Deed, a long term
                                        credit rating of “A” by Fitch (or “A+” if
                                        Fitch has placed the relevant entity on
                                        ratings watch negative at the relevant time)
                                        and a short term credit rating of “F1” by
                                        Fitch (or “F1+” if Fitch has placed the
                                        relevant entity on ratings watch negative at
                                        the relevant time),
                       or, in each case, such other rating specified by a Rating
                       Agency and notified by the Manager to the Trustee.

Required Payments      means the aggregate of the priority payments in paragraphs
                       (a) to (g) described in “Description of the Notes-Cashflow
                       Allocation Methodology-Application of Total Available
                       Income (prior to an Event of Default and enforcement of
                       the Deed of Charge)” calculated by the Manager on each
                       Determination Date.

Residual Unit          means any unit in the Trust which is designated as a
                       “Residual Unit” in the unit register for the Trust.

Residual Unitholder    means the person registered as the holder of a Residual Unit.

Retail Channel         means the origination of a loan by the Seller through its
                       retail network.

Rule 144A              means Rule 144A of the Securities Act.

Rule 144A US$ Global   means a Book-Entry Note, beneficial interests in which have
Note                   been sold in the United States pursuant to Rule 144A.

SEC                    means the Securities and Exchange Commission.

Secured Creditors      means each of:
                       (a)     the Note Trustee;
                       (b)     each Class A1 Noteholder;
                       (c)     each Class A2 Noteholder;
                       (d)     each Class A1-R Noteholder;
                       (e)     each Class B Noteholder;
                       (f)     each Class C Noteholder;
                       (h)     each Agent;
                       (i)     each Calculation Agent;
                       (j)     each Derivative Counterparty;
                       (k)     the Liquidity Facility Provider;
                       (l)     the Servicer;



                                                                                         207
                (m)     the Seller;
                (n)     the Manager;
                (o)     the Trust Administrator;
                (p)     each Lead Manager;
                (q)     the Trustee; and
                (r)     the Security Trustee (for its own account).

Secured Money   means all amounts which at any time for any reason or
                circumstance in connection with any Transaction Document
                (including any transaction in connection with them) whether
                at law or otherwise and whether or not of a type within the
                contemplation of the parties at the date of the Deed of
                Charge:
                (a)     are payable, are owing but not currently payable, are
                        contingently owing, or remain unpaid by the Trustee
                        to any Secured Creditors of the Series;
                (b)     any Secured Creditors has advanced or paid on the
                        Trustee’s behalf or at the Trustee’s express or
                        implied request;
                (c)     any Secured Creditor is liable to pay by reason of
                        any act or omission of the Trustee or that any
                        Secured Creditor has paid or advanced in the
                        protection or maintenance of the Secured Property or
                        the Deed of Charge following an act or omission by
                        the Trustee; or
                (d)     are reasonably foreseeable as likely, after that time,
                        to fall within any of paragraphs (a), (b) or (c) above.
                This definition applies:
                       (i)      irrespective of the capacity in which the
                                Trustee or the Secured Creditor became
                                entitled or is liable in respect of the amount
                                concerned;
                       (ii)     whether the Trustee or the Secured Creditor
                                is liable as principal debtor or surety or
                                otherwise;
                       (iii)    whether the Trustee is liable alone or jointly,
                                or jointly and severally with another person;
                       (iv)     even if the Trustee owes an amount or
                                obligation to the Secured Creditor because it
                                was assigned to the Secured Creditor,
                                whether or not:
                                 (A)       the assignment was before, at the
                                           same time as, or after the delivery
                                           of the Deed of Charge; or
                                 (B)       the Trustee consented to or was
                                           aware of the assignment; or


                                                                                  208
                                    (C)     the assigned obligation was secured
                                            before the assignment; or
                          (v)      even if the Deed of Charge was assigned to
                                   the Secured Creditor, whether or not:
                                    (A)     the Trustee consented to or was
                                            aware of the assignment; or
                                    (B)     any of the Secured Money was
                                            previously unsecured; or
                          (vi)     whether or not the Trustee has a right of
                                   indemnity from the Series Assets.

Secured Property   means all the Series Assets of the Series which the Trustee
                   acquires or to which the Trustee becomes entitled after the
                   date of the Deed of Charge.

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

Security Trust     means the trust constituted by the Notice of Creation of
                   Security Trust and the Master Security Trust Deed.

Security Trustee   see the heading “Description of the Trustees-The Security
                   Trustee”.

Seller             means National Australia Bank Limited.

Seller Trust       means the trust in favour of the Seller constituted under the
                   Issue Supplement.

Series             means the series relating to the Trust which is known as
                   “Series 2011-2”.

Series Assets      see “Description of the Series Assets of the Series-Series
                   Assets of the Series”.

Series Business    means, in respect of the Series, the business of the Trustee
                   in:
                   (a)     acquiring Purchased Housing Loans;
                   (b)     administering, collecting and otherwise dealing with
                           Purchased Housing Loans;
                   (c)     issuing Notes;
                   (d)     entering into and exercising rights or complying
                           with obligations under the Transaction Documents;
                   (e)     any other activities in connection with the Series

Servicer           means National Australia Bank Limited or any other person
                   acting as the Servicer under the Transaction Documents.

Servicer Default   see “Description of the Transaction Documents - The Master
                   Servicing Deed - Mandatory Retirement of the Servicer”



                                                                                   209
Special Quorum             means an Extraordinary Resolution passed at a meeting with
Resolution                 the quorum prescribed in the Master Security Trust Deed as
                           being required for a Special Quorum Resolution.

S&P                        means Standard & Poor’s (Australia) Pty Limited.

Stated Amount              means, at any time in respect of a Note, an amount equal to
                           the Invested Amount of that Note at that time less the
                           amount of any Principal Charge Offs in respect of that Note
                           which have been allocated to that Note prior to that time
                           which have not been reimbursed on or before that time.

Subordination Conditions see “Description of the Class A Notes- Cashflow Allocation
                         Methodology - Subordination Conditions”.

TARGET2                    means the Trans-European Automated Real-time Gross
                           Settlement Express Transfer System.

TARGET2 Settlement         means any day on which TARGET2 is open for business.
Date

Tax                        means taxes, levies, imposts, charges and duties (including
                           stamp and transaction duties) imposed by any authority
                           together with any related interest, penalties, fines and
                           expenses in connection with them, except if imposed on, or
                           calculated having regard to, the overall net income of the
                           Security Trustee or any Secured Creditor.

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

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

Tax Shortfall              means, in respect of a Payment Date, the amount (if any)
                           determined by the Manager to be the shortfall between the
                           aggregate Tax Amounts determined by the Manager in
                           respect of previous Payment Dates and the amounts set aside
                           as described in the “Description of the Notes-Cashflow
                           Allocation Methodology” on previous Payment Dates.

Termination Date           means, in respect of a Trust, the date determined under
                           clause 2.3 of the Master Trust Deed as the termination date
                           for that Trust.

Termination Event          in respect of a Derivative Contract, has the meaning given to
                           it in that Derivative Contract.




                                                                                            210
Third Party Channel      means the origination of a loan by the Seller through
                         approved mortgage brokers and financial planners.

Threshold Rate           means the aggregate of:
                         (a)      the weighted average rate required to be set on the
                                  Purchased Housing Loans which will ensure that the
                                  Trustee has sufficient funds available to meet its
                                  obligations under the Transaction Documents
                                  (assuming that all parties comply with their
                                  obligations under such documents and such
                                  Purchased Housing Loans) and taking into account
                                  Purchased Housing Loans where the Trustee or the
                                  Servicer does not have the discretion under the
                                  Receivables Terms to vary the interest rate of that
                                  Purchased Housing Loan and moneys held in
                                  Authorised Investments where the yield is
                                  determined externally and not by the Servicer; and
                         (b)      0.25%.

Title Perfection Event   means:
                         (a)      the Seller becomes Insolvent;
                         (b)      the Seller ceases to have a long term rating of at
                                  least BBB in the case of S&P and at least BBB in the
                                  case of Fitch; and
                         (c)      if the Seller is also the Servicer, a Servicer Default
                                  occurs.

Total Available Income   see “Description of the Class A Notes-Cashflow Allocation
                         Methodology-Determination of Total Available Income”.

Total Invested Amount    means, on any day in respect of:
                         (a)      the Class A1 Notes, the A$ Equivalent of the
                                  aggregate Invested Amount of the Class A1 Notes
                                  on that day; and
                         (b)      the A$ Notes or a Class of A$ Notes, the aggregate
                                  of the Invested Amount of the A$ Notes or that
                                  Class of A$ Notes (as applicable) on that day.

Transaction Documents    means:
                         (a)      each of the following insofar as it applies to the
                                  Series:
                                  (i)      the Master Trust Deed;
                                  (ii)     the Master Security Trust Deed;
                                  (iii)    the Master Sale Deed;
                                  (iv)     the Master Servicing Deed;
                                  (v)      the Management Deed; and




                                                                                           211
                                (vi)    the Trust Administration Deed;
                       (b)     the Notice of Creation of Trust;
                       (c)     the Notice of Creation of Security Trust;
                       (d)     the Issue Supplement;
                       (e)     the Interest Rate Swap Agreement;
                       (f)     the Currency Swap Agreement;
                       (g)     the Basis Swap;
                       (h)     the Fixed Rate Swap;
                       (i)     the Currency Swap;
                       (j)     any other Derivative Contracts for the Series;
                       (k)     the Deed of Charge;
                       (l)     the Dealer Agreement;
                       (m)     the Class A1 Note Purchase Agreement;
                       (n)     the Note Trust Deed;
                       (o)     the Note Deed Poll;
                       (p)     the Class A1 Note Conditions and the A$ Note
                               Conditions;
                       (q)     the Agency Agreement;
                       (r)     the Liquidity Facility Agreement;
                       (s)     the Fee Side Letter (as defined in the Liquidity
                               Facility Agreement; and
                       (t)     any other document which is agreed by the Manager
                               and the Trustee to be a Transaction Document in
                               relation to the Series.

Trust                  means the National RMBS Trust 2011-2.

Trust Administration   means the deed entitled “National RMBS Trust
Deed                   Administration Deed” dated 18 October 2010 between the
                       Trustee, Advantedge Financial Services Pty Ltd, National
                       Global MBS Manager and Perpetual Trustees Victoria
                       Limited.

Trustee                see the heading “Description of the Trustees-The Trustee”.

Unitholder             means, in respect of the Trust, either a Participation
                       Unitholder or a Residual Unitholder.

U.S.                   means the United States of America.

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


                                                                                    212
US$ Exchange Rate         means the “US$ Exchange Rate” specified in the Currency
                          Swap.

US$ Global Notes          means the Rule 144A US$ Global Notes and Regulation S
                          US$ Global Notes.

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

USD LIBOR                 has the same meaning as USD-LIBOR-BBA.

USD-LIBOR-BBA             see “Description of the Class A Notes-Interest on the Notes”.

USD-LIBOR-Reference       see “Description of the Class A Notes-Interest on the Notes”.
Banks

U.S. Person               means a person that is a “U.S. person” within the meaning of
                          Regulation S.

Voting Secured Creditor   means, in respect of the Series:
                          (a)     for so long as any Class A1 Notes, Class A1-R
                                   Notes or Class A2 Notes remain outstanding:
                                  (i)     the Class A1 Noteholders, the Class A1-R
                                          Noteholders and the Class A2 Noteholders;
                                          and
                                  (ii)    any Secured Creditors ranking equally or
                                          senior to the Class A1 Noteholders, the
                                          Class A1-R Noteholders and the Class A2
                                          Noteholders(as determined in accordance
                                          with the order of priority described in
                                          “Description of the Transaction Documents-
                                          Deed of Charge and Master Security Trust
                                          Deed-Post-Event of Default Order of
                                          Application”);
                          (b)     if no Class A1 Notes, Class A1-R Notes and Class
                                   A2 Notes remain outstanding and for so long as any
                                   Class B Notes remain outstanding:
                                  (i)     the Class B Noteholders; and
                                  (ii)    any Secured Creditors ranking equally or
                                          senior to the Class B Noteholders (as
                                          determined in accordance with the order of
                                          priority described in “Description of the
                                          Transaction Documents-Deed of Charge and
                                          Master Security Trust Deed-Post-Event of
                                          Default Order of Application”);
                          (c)     if no Class A1 Notes, Class A1-R Notes, Class A2
                                   Notes and Class B Notes remain outstanding and for
                                   so long as any Class C Notes remain outstanding:
                                  (i)     the Class C Noteholders; and
                                  (ii)    any Secured Creditors ranking equally or



                                                                                          213
                               senior to the Class C Noteholders (as
                               determined in accordance with the order of
                               priority described in “Description of the
                               Transaction Documents-Deed of Charge and
                               Master Security Trust Deed-Post-Event of
                               Default Order of Application”); and
                       (d)     if no Notes remain outstanding, the
                               remaining Secured Creditors.

Wilful Default   (a)   in respect of the Security Trustee, means any wilful
                        failure to comply with or wilful breach of any of its
                        obligations under the Master Security Trust Deed,
                        other than a wilful failure or wilful breach which:
                       (i)     is in accordance with a lawful court order or
                               direction or is required by law; or
                       (ii)    is in accordance with a proper instruction or
                               direction of the Secured Creditors in respect
                               of the Series;
                       (iii)   arose as a result of a breach by a person
                               other than the Security Trustee and
                               performance of the action (or non
                               performance of which gave rise to such
                               breach) is a precondition to the Security
                               Trustee performing its obligations; and
                 (b)   in respect of the Trustee, means any wilful failure to
                        comply with or wilful breach of any of its
                        obligations under the Master Trust Deed, other than
                        a wilful failure or wilful breach which:
                       (i)     is in accordance with a lawful court order or
                               direction or otherwise required by law; or
                       (ii)    is in accordance with a proper instruction or
                               direction from the Manager in respect of the
                               Series or from any other person permitted to
                               give such instruction or direction under the
                               Transaction Documents; or
                       (iii)   arose as a result of a breach by a person
                               (other than the Trustee) of any of its
                               obligations under the Transaction
                               Documents and performance of the action
                               (or non performance of which gave rise to
                               such breach) is a precondition to the Trustee
                               performing its obligations under the Master
                               Trust Deed.




                                                                                214
                                               DIRECTORY

  NATIONAL AUSTRALIA BANK                      MANAGER, TRUST                   SERVICER AND CUSTODIAN
           LIMITED                       ADMINISTRATOR, A$ NOTE                  National Australia Bank Limited
            Level 29                        CALCULATION AGENT                               Level 29
        500 Bourke Street              National Global MBS Manager Pty Ltd             500 Bourke Street
       Melbourne VIC 3000                            Level 36                         Melbourne VIC 3000
          AUSTRALIA                              500 Bourke Street                        AUSTRALIA
                                                Melbourne VIC 3000
                                                   AUSTRALIA

              TRUSTEE                        SECURITY TRUSTEE                          NOTE TRUSTEE
  Perpetual Trustee Company Limited               P.T. Limited               Deutsche Bank Trust Company Americas
         Level 12, Angel Place                Level 12, Angel Place                1761 East St.Andrew Place
             123 Pitt Street                     123 Pitt Street                   Santa Ana, California 92705
          Sydney NSW 2000                      Sydney NSW 2000                 UNITED STATES OF AMERICA
             AUSTRALIA                           AUSTRALIA

        PRINCIPAL PAYING               BASIS SWAP PROVIDER, FIXED            LIQUIDITY FACILITY PROVIDER
AGENT, CLASS A1 CALCULATION             RATE SWAP PROVIDER AND                  National Australia Bank Limited
  AGENT AND CLASS A1 NOTE               CURRENCY SWAP PROVIDER                             Level 29
            REGISTRAR                    National Australia Bank Limited              500 Bourke Street
Deutsche Bank Trust Company Americas                Level 29                         Melbourne VIC 3000
      1761 East St.Andrew Place                500 Bourke Street                         AUSTRALIA
      Santa Ana, California 92705             Melbourne VIC 3000
  UNITED STATES OF AMERICA                        AUSTRALIA

CLASS A1 LEAD MANAGER (144A)           CLASS A1 LEAD MANAGER (REG              UNITED STATES COUNSEL TO
       nabSecurities, LLC               S) CLASS A2 LEAD MANAGER               NATIONAL AUSTRALIA BANK
        245 Park Avenue                  National Australia Bank Limited      LIMITED, THE MANAGER AND
           28th Floor                               Level 29                  THE CLASS A1 LEAD MANAGER
   New York, New York 10167                    500 Bourke Street                           (144A)
  UNITED STATES OF AMERICA                    Melbourne VIC 3000                      Sidley Austin LLP
                                                  AUSTRALIA                          787 Seventh Avenue
                                                                                  New York, New York 10019
                                                                                UNITED STATES OF AMERICA

 AUSTRALIAN LEGAL COUNSEL                 U.S. LEGAL COUNSEL TO               AUSTRALIAN LEGAL COUNSEL
TO NATIONAL AUSTRALIA BANK                DEUTSCHE BANK TRUST                TO THE TRUSTEE AND SECURITY
 LIMITED, THE MANAGER AND                  COMPANY AMERICAS                             TRUSTEE
    THE LEAD MANAGERS                          Seyfarth Shaw LLP                       Minter Ellison
     Mallesons Stephen Jaques                 333 South Hope Street                    Aurora Place
            Level 61                      Los Angeles, California 90071               88 Phillip Street
          1 Farrer Place                 UNITED STATES OF AMERICA                    Sydney NSW 2000
       Sydney NSW 2000                                                                 AUSTRALIA
          AUSTRALIA




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