<PAGE>



                                                              [CLAYTON UTZ LOGO]
--------------------------------------------------------------------------------







PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Issuer Trustee

MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

THE BANK OF NEW YORK, NEW YORK BRANCH
Note Trustee

THE BANK OF NEW YORK, NEW YORK BRANCH
Note Registrar

THE BANK OF NEW YORK, NEW YORK BRANCH
Principal Paying Agent

THE BANK OF NEW YORK, NEW YORK BRANCH
Agent Bank

THE BANK OF NEW YORK, LONDON BRANCH
Paying Agent





AGENCY AGREEMENT
PUMA GLOBAL TRUST NO. 3





                               [CLAYTON UTZ LOGO]
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                OUR REF - 801/706/21723315 CONTACT - NINIAN LEWIS


            SYDNEY o MELBOURNE o BRISBANE o PERTH o CANBERRA o DARWIN

Liability is limited by the Solicitors Scheme under the Professional Standards
                                  Act 1994 NSW




<PAGE>

TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>         <C>                                                                                                  <C>
1.......... DEFINITIONS AND INTERPRETATION........................................................................2

            1.1         Definitions...............................................................................2
            1.2         Sub-Fund Notice and Trust Deed definitions................................................3
            1.3         Interpretation............................................................................4
            1.4         Issuer Trustee capacity...................................................................5
            1.5         Transaction Document and Issuing Document.................................................5
            1.6         Incorporated definitions and other Transaction Documents and provisions...................5

2...........APPOINTMENT OF PAYING AGENTS..........................................................................6

            2.1         Appointment...............................................................................6
            2.2         Several obligations of Paying Agents......................................................6

3...........PAYMENTS..............................................................................................6

            3.1         Payment by Issuer Trustee.................................................................6
            3.2         Payments by Paying Agents.................................................................6
            3.3         Method of payment for Book-Entry Notes....................................................6
            3.4         Method of payment for Definitive Notes....................................................6
            3.5         Non-payment...............................................................................7
            3.6         Late payment..............................................................................7
            3.7         Reimbursement.............................................................................7
            3.8         Payment under Currency Swap...............................................................7
            3.9         Principal Paying Agent holds funds on trust...............................................7
            3.10        Principal Paying Agent may deal with funds................................................8
            3.11        No set-off................................................................................8
            3.12        Holders of Class A Notes..................................................................8
            3.13        Repayment of moneys.......................................................................8
            3.14        Paying Agents to record, notify payments and deliver surrendered Class A
                        Notes.....................................................................................9

4...........APPOINTMENT AND DUTIES OF THE AGENT BANK..............................................................9

            4.1         Appointment...............................................................................9
            4.2         Determinations by Agent Bank..............................................................9
            4.3         Notification by Agent Bank................................................................9
            4.4         Note Trustee to perform Agent Bank's function.............................................9
            4.5         Documents to Agent Bank..................................................................10

5...........APPOINTMENT AND DUTIES OF THE NOTE REGISTRAR.........................................................10

            5.1         Note Registrar...........................................................................10
            5.2         Note Register to be Kept.................................................................10
            5.3         Transfer or exchange of Class A Notes....................................................10
            5.4         Replacement of lost or mutilated Class A Notes...........................................11
            5.5         Obligations upon transfer, exchange or replacement of Class A Notes......................11
            5.6         No charge for transfer or exchange.......................................................11
            5.7         Restricted period........................................................................11
            5.8         Cancellation of Class A Notes............................................................12
            5.9         Provision of information and inspection of register......................................12
            5.10        Correctness of register and information..................................................12
            5.11        Non-recognition of equitable interests...................................................12
            5.12        Rectification of Note Register...........................................................13

6...........NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS.........................................................13

            6.1         Following enforcement of the Charge or issue of Definitive Notes.........................13

                                                                                                                  i
<PAGE>

            6.2         Good discharge to Issuer Trustee.........................................................14
            6.3         Change of Authorised Officers............................................................14

7...........REDEMPTION OF CLASS A NOTES..........................................................................14

            7.1         Part redemption of Class A Notes on Quarterly Payment Dates..............................14
            7.2         Early redemption.........................................................................14

8...........GENERAL PAYING AGENT MATTERS.........................................................................15

            8.1         Notices to Class A Noteholders...........................................................15
            8.2         Copies of documents for inspection.......................................................15
            8.3         Notice of any withholding or deduction...................................................15

9...........INDEMNITY............................................................................................15

            9.1         Indemnity by Issuer Trustee..............................................................15
            9.2         Indemnity by Agent.......................................................................15

10..........CHANGES IN AGENTS....................................................................................16

            10.1        Appointment and removal..................................................................16
            10.2        Resignation..............................................................................16
            10.3        Limitation of appointment and termination................................................16
            10.4        Payment of amounts held by the Principal Paying Agent....................................17
            10.5        Records held by Note Registrar...........................................................17
            10.6        Successor to Principal Paying Agent, Agent Bank, Note Registrar..........................17
            10.7        Notice to Class A Noteholders............................................................18
            10.8        Change in Specified Office...............................................................18

11..........MISCELLANEOUS DUTIES AND PROTECTION..................................................................19

            11.1        Agents are agents of the Issuer Trustee..................................................19
            11.2        Agency...................................................................................19
            11.3        Reliance.................................................................................19
            11.4        Entitled to deal.........................................................................19
            11.5        Consultation.............................................................................19
            11.6        Duties and obligations...................................................................20
            11.7        Income tax returns.......................................................................20
            11.8        Representation by each Agent.............................................................20

12..........FEES AND EXPENSES....................................................................................20

            12.1        Payment of fee...........................................................................20
            12.2        Payment of expenses......................................................................20
            12.3        No other fees............................................................................20
            12.4        Payment of fees..........................................................................21
            12.5        No commission............................................................................21
            12.6        Issuer Trustee personally liable for fees................................................21
            12.7        Timing of payments.......................................................................21
            12.8        Increase in fees.........................................................................21

13..........NOTICES..............................................................................................21

            13.1        Method of delivery.......................................................................21
            13.2        Deemed receipt...........................................................................22
            13.3        Communications through Principal Paying Agent............................................22
            13.4        Email....................................................................................22

14..........ISSUER TRUSTEE'S LIMITATION OF LIABILITY.............................................................22

            14.1        Limitation on Issuer Trustee's liability.................................................22
            14.2        Claims against Issuer Trustee............................................................23
            14.3        Breach of trust..........................................................................23
            14.4        Acts or omissions........................................................................23


                                                                                                                 ii

<PAGE>
            14.5        No authority.............................................................................23
            14.6        No obligation............................................................................23

15..........GENERAL..............................................................................................24

            15.1        Waiver...................................................................................24
            15.2        Written waiver, consent and approval.....................................................24
            15.3        Severability.............................................................................24
            15.4        Survival of indemnities..................................................................24
            15.5        Assignments..............................................................................24
            15.6        Successors and assigns...................................................................24
            15.7        Moratorium legislation...................................................................24
            15.8        Amendments...............................................................................24
            15.9        Governing law............................................................................25
            15.10       Jurisdiction.............................................................................25
            15.11       Counterparts.............................................................................25
            15.12       Limitation of Note Trustee's liability...................................................25


                                                                                                                iii
</TABLE>

<PAGE>




THIS AGENCY AGREEMENT MADE ON [   ] 2003

PARTIES       PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000 431 827, a
              company duly incorporated in Australia and registered in New South
              Wales and having an office at Level 7, 9 Castlereagh Street,
              Sydney, Australia, in its capacity as trustee of the PUMA Trust
              (as hereinafter defined) (hereinafter included in the expression
              the "ISSUER TRUSTEE")

              MACQUARIE SECURITISATION LIMITED, ABN 16 003 297 336, a company
              duly incorporated in Australia and registered in New South Wales
              and having an office at Level 23, 20 Bond Street, Sydney,
              Australia (hereinafter included by incorporation in the expression
              the "MANAGER")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 as trustee of the Note Trust
              (as hereinafter defined) (hereinafter included by incorporation in
              the expression the "NOTE TRUSTEE")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 (hereinafter included in the
              expression the "NOTE REGISTRAR")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 (hereinafter included in the
              expression the "PRINCIPAL PAYING AGENT")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 as trustee of the Note Trust
              (hereinafter included in the expression the "AGENT BANK")

              THE BANK OF NEW YORK, LONDON BRANCH a New York banking corporation
              acting through its London branch of 48th floor, One Canada Square,
              London E14 5AL (hereinafter included in the expression the "PAYING
              AGENT")

RECITALS

A.       The Issuer Trustee, in its capacity as trustee of the PUMA Trust,
         proposes to issue US$1,000,000,000 Class A Mortgage Backed Floating
         Rate Notes due 2034 (the "CLASS A NOTES").

B.       The Class A Notes will be constituted pursuant to the Note Trust Deed.

C.       The Issuer Trustee wishes to appoint The Bank of New York, New York
         Branch as the initial Principal Paying Agent, the initial Note
         Registrar and the initial Agent Bank in respect of the Class A Notes
         and The Bank of New York, New York Branch has accepted these
         appointments on the terms and conditions of this Agreement.

D.       The Issuer Trustee wishes to appoint The Bank of New York, London
         Branch as an initial Paying Agent in respect of the Class A Notes and
         The Bank of New York, London Branch has accepted that appointment on
         the terms and conditions of this Agreement.

                                                                              1.

<PAGE>


THE PARTIES AGREE


--------------------------------------------------------------------------------
1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         In this Agreement, unless the contrary intention appears:

         "AGENT" means a several reference to each Paying Agent, the Note
         Registrar, and the Agent Bank.

         "AGENT BANK" means initially The Bank of New York, New York Branch or,
         if The Bank of New York, New York Branch resigns or its appointment is
         terminated as the Issuer Trustee's reference agent in respect of the
         Class A Notes, the person from time to time appointed in its place to
         perform the functions of such reference agent under this Agreement.

         "AUTHORISED OFFICER" in relation to:

         (a)     the Issuer Trustee and the Manager, has the same meaning as
                 "Authorised Signatory" in the Trust Deed;

         (b)     the Note Trustee, the Note Registrar, the Agent Bank and the
                 Principal Paying Agent while these are the same person as the
                 Note Trustee, has the same meaning as the term "Authorised
                 Officer" in relation to the Note Trustee in the Note Trust
                 Deed;

         (c)     The Bank of New York, London Branch as Paying Agent means a
                 responsible officer of the Corporate Trust Administration
                 department of the Paying Agent; and

         (d)     any other Agent, means the persons appointed from time to time
                 by that Agent to act as its Authorised Officers for the
                 purposes of this Agreement as certified in writing by 2
                 directors or a director and secretary of that Agent to the
                 other parties to this Agreement.

         "BOOK-ENTRY NOTE" has the same meaning as in the Note Trust Deed.

         "DEFINITIVE NOTE" has the same meaning as in the Note Trust Deed.

         "DEPOSITORY" has the same meaning as in the Note Trust Deed.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
         States of America.

         "INSOLVENCY EVENT" has the same meaning as in the Security Trust Deed.

         "ISSUER TRUSTEE" means initially Perpetual Trustees Australia Limited
         or, if Perpetual Trustees Australia Limited retires or is removed as
         trustee of the PUMA Trust under the Trust Deed, the then substitute
         Trustee.

         "NOTE REGISTER" means the register established in accordance with
         clause 5.2.

         "NOTE REGISTRAR" means The Bank of New York, New York Branch or if The
         Bank of New York, New York Branch resigns or its appointment is
         terminated as note registrar in respect of the Class A Notes, the
         person from time to time appointed in its place to perform the
         functions of such note registrar under this Agreement.

         "NOTE TRUST" means the trust of that name constituted by the Note Trust
         Deed.


                                                                              2.
<PAGE>

         "PAYING AGENT" means The Bank of New York, London Branch until it
         resigns or its appointment is terminated as paying agent and each other
         person from time to time appointed hereunder to perform the functions
         of a paying agent and, except where the context otherwise requires,
         includes the Principal Paying Agent.

         "PRINCIPAL PAYING AGENT" means The Bank of New York, New York Branch,
         or, if The Bank of New York, New York Branch resigns or its appointment
         is terminated as principal paying agent, the person from time to time
         appointed in its place to perform the functions of the principal paying
         agent under this Agreement.

         "PUMA TRUST" means the trust known as the PUMA Global Trust No. 3
         established pursuant to the Trust Deed and the Sub-Fund Notice.

         "QUARTERLY SERVICING REPORT" has the same meaning as in the Note
         Conditions.

         "RELEVANT PARTIES" has the same meaning as in the Note Conditions.

         "SPECIFIED OFFICE" in relation to:

         (a)     the Note Registrar, means the offices of the Note Registrar as
                 specified in the Note Conditions or otherwise under this
                 Agreement as the offices of the Note Registrar where surrenders
                 of Class A Notes for transfer, exchange, replacement or
                 redemption will occur and where, in respect of one of such
                 offices, the Note Register will be kept, as varied from time to
                 time in accordance with this Agreement;

         (b)     a Paying Agent, means the office of the Paying Agent specified
                 in the Note Conditions or otherwise under this Agreement as the
                 office at which payments in respect of the Class A Notes will
                 be made, as varied from time to time in accordance with this
                 Agreement; and

         (c)     the Agent Bank, means the office of the Agent Bank specified in
                 the Note Conditions or otherwise under this Agreement as the
                 office at which the Agent Bank will carry out its duties under
                 this Agreement, as varied from time to time in accordance with
                 this Agreement.

         "STAMP" means the Securities Transfer Agents Medallion Program.

         "SUB-FUND NOTICE" means the Sub-Fund Notice dated [ ] 2003 issued by
         the Manager to the Issuer Trustee and accepted by the Issuer Trustee.

         "TAX" has the same meaning as in the Security Trust Deed.

         "TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July 1990
         (as amended and supplemented from time to time) between the person
         referred to therein as the Founder and Perpetual Trustees Australia
         Limited.

         "UCC" means the Uniform Commercial Code of New York.

1.2      SUB-FUND NOTICE AND TRUST DEED DEFINITIONS

         Subject to clause 1.6, unless defined in this Agreement, words and
         phrases defined in either or both of the Trust Deed and the Sub-Fund
         Notice have the same meaning in this Agreement. Where there is any
         inconsistency in a definition between this Agreement (on the one hand)
         and the Trust Deed or the Sub-Fund Notice (on the other hand), this
         Agreement prevails. Where there is any inconsistency in a definition
         between the Trust Deed and the Sub-Fund Notice, the Sub-Fund Notice
         prevails over the Trust Deed in respect of this Agreement. Subject to
         clause


                                                                              3.
<PAGE>

         1.6, where words or phrases used but not defined in this Agreement are
         defined in the Trust Deed in relation to a Fund (as defined in the
         Trust Deed) such words or phrases are to be construed in this
         Agreement, where necessary, as being used only in relation to the PUMA
         Trust (as defined in this Agreement).

1.3      INTERPRETATION

         In this Agreement, unless the contrary intention appears:

         (a)     headings are for convenience only and do not affect the
                 interpretation of this Agreement;

         (b)     a reference to this "AGREEMENT" includes the Recitals;

         (c)     the expression "PERSON" includes an individual, the estate of
                 an individual, a body politic, a corporation and a statutory or
                 other authority or association (incorporated or
                 unincorporated);

         (d)     a reference to a person includes that person's executors,
                 administrators, successors, substitutes and assigns, including
                 any person taking by way of novation;

         (e)     subject to clause 1.6, a reference to any document or agreement
                 is to such document or agreement as amended, novated,
                 supplemented, varied or replaced from time to time;

         (f)     a reference to any legislation or to any section or provision
                 of any legislation includes any statutory modification or
                 re-enactment or any statutory provision substituted for that
                 legislation and all ordinances, by-laws, regulations and other
                 statutory instruments issued under that legislation, section or
                 provision;

         (g)     words importing the singular include the plural (and vice
                 versa) and words denoting a given gender include all other
                 genders;

         (h)     a reference to a clause is a reference to a clause of this
                 Agreement;

         (i)     a reference to "WILFUL DEFAULT" in relation to a party means,
                 subject to clause 1.3(j), any wilful failure by that party to
                 comply with, or wilful breach by that party of, any of its
                 obligations under any Transaction Document, other than a
                 failure or breach which:

                 (i)     A.      arises as a result of a breach of a Transaction
                                 Document by a person other than:

                                 (1)    that party; or

                                 (2)    any other person referred to in
                                        clause 1.3(j); and

                         B.      the performance of the action (the
                                 non-performance of which gave rise to such
                                 breach) is a pre-condition to that party
                                 performing the said obligation; or

                 (ii)    is in accordance with a lawful court order or direction
                         or is required by law; or

                 (iii)   is in accordance with a proper instruction or direction
                         given at a meeting convened under any Transaction
                         Document;

         (j)     a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL DEFAULT" of
                 a party means the



                                                                              4.
<PAGE>

                 fraud, negligence or wilful default of that party and of its
                 officers, employees, agents and any other person where that
                 party is liable for the acts or omissions of such other person
                 under the terms of any Transaction Document;

         (k)     where any word or phrase is given a defined meaning, any other
                 part of speech or other grammatical form in respect of such
                 word or phrase has a corresponding meaning;

         (l)     where any day on which a payment is due to be made or a thing
                 is due to be done under this Agreement is not a Business Day,
                 that payment must be made or that thing must be done on the
                 immediately succeeding Business Day;

         (m)     a reference to the "CLOSE OF BUSINESS" on any day is a
                 reference to 5.00 pm on that day;

         (n)     a reference to time is to local time in New York;

         (o)     subject to clause 13.2, each party will only be considered to
                 have knowledge or awareness of, or notice of, a thing or
                 grounds to believe anything by virtue of the officers of that
                 party (or any Related Body Corporate of that party) having day
                 to day responsibility for the administration or management of
                 that party's (or a Related Body Corporate of that party's)
                 obligations in relation to the PUMA Trust having actual
                 knowledge, actual awareness or actual notice of that thing, or
                 grounds or reason to believe that thing (and similar references
                 will be interpreted in this way); and

         (p)     a reference to the enforcement of the Charge means that the
                 Security Trustee appoints (or the Voting Secured Creditors as
                 contemplated by clause 8.4 of the Security Trust Deed appoint)
                 a Receiver over any Charged Property, or takes possession of
                 any Charged Property, pursuant to the Security Trust Deed
                 (expressions used in this clause have the same meanings as in
                 the Security Trust Deed).

1.4      ISSUER TRUSTEE CAPACITY

         In this Agreement, except where provided to the contrary:

         (a)     (REFERENCES TO ISSUER TRUSTEE): a reference to the Issuer
                 Trustee is a reference to the Issuer Trustee in its capacity as
                 trustee of the PUMA Trust only, and in no other capacity; and

         (b)     (REFERENCES TO ASSETS OF THE ISSUER TRUSTEE): a reference to
                 the undertaking, assets, business or money of the Issuer
                 Trustee is a reference to the undertaking, assets, business or
                 money of the Issuer Trustee in the capacity referred to in
                 paragraph (a).

1.5      TRANSACTION DOCUMENT AND ISSUING DOCUMENT

         For the purposes of the Trust Deed and the Sub-Fund Notice, this
         Agreement is a Transaction Document and an Issuing Document in relation
         to the PUMA Trust.

1.6      INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND PROVISIONS

         Where in this Agreement a word or expression is defined by reference to
         its meaning in another Transaction Document or there is a reference to
         another Transaction Document or to a provision of another Transaction
         Document, any amendment to the meaning of that word or

                                                                              5.
<PAGE>

         expression or to that other Transaction Document or provision (as the
         case may be) will be of no effect for the purposes of this Agreement
         unless and until the amendment is consented to by the parties to this
         Agreement.

--------------------------------------------------------------------------------
2.       APPOINTMENT OF PAYING AGENTS

2.1      APPOINTMENT

         The Issuer Trustee, at the direction of the Manager, hereby appoints
         the Principal Paying Agent as its initial principal paying agent, and
         each other Paying Agent from time to time as its paying agent, for
         making payments in respect of the Class A Notes pursuant to the
         Transaction Documents at their respective Specified Offices in
         accordance with the terms and conditions of this Agreement. The
         Principal Paying Agent, and each other Paying Agent, hereby accepts
         that appointment.

2.2      SEVERAL OBLIGATIONS OF PAYING AGENTS

         While there is more than one Paying Agent, the obligations of the
         Paying Agents under this Agreement are several and not joint.

--------------------------------------------------------------------------------
3.       PAYMENTS

3.1      PAYMENT BY ISSUER TRUSTEE

         Subject to clause 3.8, the Issuer Trustee must not later than 10.00 am
         on each Quarterly Payment Date, pay to or to the order of the Principal
         Paying Agent to an account in the name of "PUMA Global Trust No. 3" (or
         such other account as may be determined by the Manager and notified to
         the Note Trustee, the Issuer Trustee and each Paying Agent, from time
         to time) and specified by the Principal Paying Agent in same day funds
         the amount in US$ as may be required (after taking account of any money
         then held by the Principal Paying Agent and available for the purpose)
         to be paid on that Quarterly Payment Date in respect of the Class A
         Notes under the Note Conditions.

3.2      PAYMENTS BY PAYING AGENTS

         Subject to payment being duly made as provided in clause 3.1 (or the
         Principal Paying Agent otherwise being satisfied that the payment will
         be duly made on the due date), and subject to clause 6, the Paying
         Agents will pay or cause to be paid to the Class A Noteholders on
         behalf of the Issuer Trustee on each Quarterly Payment Date the
         relevant amounts of principal and interest due in respect of the Class
         A Notes in accordance with this Agreement and the Note Conditions.

3.3      METHOD OF PAYMENT FOR BOOK-ENTRY NOTES

         The Principal Paying Agent will cause all payments of principal or
         interest (as the case may be) due in respect of Book-Entry Notes to be
         made to the Depository or, if applicable, to its nominee, in whose name
         the Book-Entry Notes are registered to the account or accounts
         designated by the Depository or, if applicable, that nominee and
         otherwise in accordance with condition 8.1 of the Note Conditions.

3.4      METHOD OF PAYMENT FOR DEFINITIVE NOTES

         The Paying Agents will cause all payments of principal or interest (as
         the case may be) due in respect of Definitive Notes to be made in
         accordance with condition 8.1 of the Note Conditions.


                                                                              6.
<PAGE>

3.5      NON-PAYMENT

         (a)     (NO OBLIGATION ON PAYING AGENTS): If the Issuer Trustee fails
                 to make any payment, unless and until the full amount of the
                 payment has been made under the terms of this Agreement (except
                 as to the time of making the payment) or other arrangements
                 satisfactory to the Principal Paying Agent have been made, none
                 of the Principal Paying Agent nor any of the other Paying
                 Agents is bound to make any payment in accordance with this
                 clause 3 (but may, in its discretion, make any such payment).

         (b)     (NOTICE OF NON-RECEIPT): The Principal Paying Agent will
                 immediately notify by facsimile the other Paying Agents, the
                 Note Trustee, the Issuer Trustee, the Security Trustee and the
                 Manager if the full amount of any payment of principal or
                 interest in respect of the Class A Notes required to be made
                 pursuant to the Note Conditions is not unconditionally received
                 by it or to its order in accordance with this Agreement.

3.6      LATE PAYMENT

         (a)     (LATE PAYMENTS TO BE PAID IN ACCORDANCE WITH THIS AGREEMENT):
                 If any payment under clause 3.1 is made late but otherwise in
                 accordance with the provisions of this Agreement, each Paying
                 Agent will make the payments required to be made by it in
                 respect of the Class A Notes as provided in this clause 3.

         (b)     (NOTICE): If the Principal Paying Agent does not receive on a
                 Quarterly Payment Date the full amount of principal and
                 interest then payable on any Class A Note in accordance with
                 the Note Conditions, but receives the full amount later, it
                 will:

                 (i)     forthwith upon receipt of the full amount notify the
                         other Paying Agents, the Issuer Trustee, the Note
                         Trustee, the Security Trustee and the Manager; and

                 (ii)    as soon as practicable after receipt of the full amount
                         give notice, in accordance with condition 11.1 of the
                         Note Conditions, to the Class A Noteholders that it has
                         received the full amount.

3.7      REIMBURSEMENT

         The Principal Paying Agent will (provided that it has been placed in
         funds by the Issuer Trustee) on demand promptly reimburse each other
         Paying Agent for payments of principal and interest properly made by
         that Paying Agent in accordance with the Note Conditions and this
         Agreement. The Issuer Trustee will not be responsible for the
         apportionment of any moneys between the Principal Paying Agent and the
         other Paying Agents and a payment to the Principal Paying Agent of any
         moneys due to the Paying Agents will operate as a good discharge to the
         Issuer Trustee in respect of such moneys.

3.8      PAYMENT UNDER CURRENCY SWAP

         The payment by the Issuer Trustee of its Australian dollar payment
         obligations under the Sub-Fund Notice on each Quarterly Payment Date to
         the Currency Swap Provider will be a good discharge of its
         corresponding US dollar obligations under clause 3.1 (but will not
         relieve the Issuer Trustee of any liability in respect of any default
         in payment in respect of a Class A Note under any other Transaction
         Document).

3.9      PRINCIPAL PAYING AGENT HOLDS FUNDS ON TRUST

         Each Paying Agent will hold in a separate account on trust for the Note
         Trustee and the Class

                                                                              7.
<PAGE>

         A Noteholders all sums held by such Paying Agent for the payment of
         principal and interest with respect to the Class A Notes until such
         sums are paid to the Note Trustee or the Class A Noteholders in
         accordance with the Note Trust Deed or the Note Conditions or repaid
         under clause 3.13.

3.10     PRINCIPAL PAYING AGENT MAY DEAL WITH FUNDS

         Subject to the terms of this Agreement, the Principal Paying Agent is
         entitled to deal with moneys paid to it under this Agreement in the
         same manner as other moneys paid to it as a banker by its customers.
         The Principal Paying Agent is entitled to retain for its own account
         any interest earned on such moneys, except as required by law.

3.11     NO SET-OFF

         No Paying Agent is entitled to exercise any right of set-off,
         withholding, counterclaim or lien against, or make any deduction in any
         payment to, any person entitled to receive amounts of principal or
         interest on the Class A Notes in respect of moneys payable by it under
         this Agreement.

3.12     HOLDERS OF CLASS A NOTES

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

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

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

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

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

3.13     REPAYMENT OF MONEYS

         (a)     (PRESCRIPTION): Immediately on any entitlement to receive
                 principal or interest under any Class A Note becoming void
                 under the Note Conditions, the Principal Paying Agent will
                 repay to the Issuer Trustee the amount which would have been
                 due in respect of that principal or interest if it had been
                 paid before the entitlement became void, together with any fees
                 applicable to that payment or entitlement (pro rated as to the
                 amount and time) to the extent already paid under clause 12.

                                                                              8.
<PAGE>

         (b)     (NO REPAYMENT WHILE OUTSTANDING AMOUNTS DUE): Notwithstanding
                 clause 3.13(a) the Principal Paying Agent is not obliged to
                 make any repayment to the Issuer Trustee while any fees and
                 expenses which should have been paid to or to the order of the
                 Principal Paying Agent or, if applicable, the Note Trustee, by
                 the Issuer Trustee remain unpaid.

3.14     PAYING AGENTS TO RECORD, NOTIFY PAYMENTS AND DELIVER SURRENDERED
         CLASS A NOTES

         Each Paying Agent must:

         (a)     (NOTIFY NOTE REGISTRAR): promptly notify the Note Registrar of
                 each payment made by it, or at its direction, to Class A
                 Noteholders in respect of the Class A Notes;

         (b)     (RECORDS): keep a full and complete record of each payment made
                 by it, or at its direction, to Class A Noteholders and provide
                 copies of such records to the Issuer Trustee, the Manager, the
                 Note Trustee or the Note Registrar upon request; and

         (c)     (DELIVER): promptly deliver to the Note Registrar any Class A
                 Notes surrendered to it pursuant to condition 8.2 of the Note
                 Conditions.

         A record by a Paying Agent under this clause 3.14 is sufficient
         evidence, unless the contrary is proved, of the relevant payments
         having been made or not made.

--------------------------------------------------------------------------------
4.       APPOINTMENT AND DUTIES OF THE AGENT BANK

4.1      APPOINTMENT

         The Issuer Trustee, at the direction of the Manager, hereby appoints
         the Agent Bank as its initial reference agent in respect of the Class A
         Notes upon the terms and conditions contained in this Agreement and the
         Agent Bank hereby accepts that appointment.

4.2      DETERMINATIONS BY AGENT BANK

         The Agent Bank must perform such duties, and make such calculations,
         determinations, notifications and publications at its Specified Office
         as are set forth in the Note Conditions to be performed or made by it
         until the Class A Notes are redeemed (or deemed to be redeemed) in full
         in accordance with the Note Conditions and must perform any other
         duties as requested by the Issuer Trustee, the Manager or the Principal
         Paying Agent which are reasonably incidental to those duties.

4.3      NOTIFICATION BY AGENT BANK

         If the Agent Bank fails to perform any duty or to make any calculation,
         determination, notification or publication as provided in clause 4.2,
         it must forthwith notify the Issuer Trustee, the Manager, the Note
         Trustee, the Principal Paying Agent and the Currency Swap Provider
         thereof.

4.4      NOTE TRUSTEE TO PERFORM AGENT BANK'S FUNCTION

         If the Agent Bank for any reason does not determine by close of
         business on the relevant Rate Set Date (as defined in the Note
         Conditions) the Interest Rates for the Class A Notes, or calculate an
         Interest Amount (each as defined in the Note Conditions), the Note
         Trustee must do so and each such determination or calculation will be
         as if made by the Agent Bank for the purposes of the Note Conditions.
         In doing so, the Note Trustee will apply the provisions of condition 6
         of the Note Conditions, with any necessary consequential amendments, to
         the

                                                                              9.
<PAGE>

         extent that it can and, in all other respects it will do so in such a
         manner as it considers fair and reasonable in all the circumstances.

4.5      DOCUMENTS TO AGENT BANK

         The Manager and the Issuer Trustee will provide to the Agent Bank such
         documents and other information as the Agent Bank reasonably requires
         in order for the Agent Bank to properly fulfil its duties in respect of
         the Class A Notes.

--------------------------------------------------------------------------------
5.       APPOINTMENT AND DUTIES OF THE NOTE REGISTRAR

5.1      NOTE REGISTRAR

         The Issuer Trustee, at the direction of the Manager, hereby appoints
         the Note Registrar as its initial note registrar in respect of the
         Class A Notes upon the terms and conditions contained in this Agreement
         and the Note Registrar hereby accepts that appointment.

5.2      NOTE REGISTER TO BE KEPT

         The Note Registrar must keep a register, at one of its Specified
         Offices, in which, subject to such reasonable regulations as the Note
         Registrar may prescribe, the Note Registrar must keep a full and
         complete record of:

         (a)     (CLASS A NOTEHOLDER DETAILS): the name, address and, where
                 applicable, taxation, social security or other identifying
                 number of each Class A Noteholder, the details of the Class A
                 Notes held by that Class A Noteholder and the details of the
                 account to which any payments due to the Class A Noteholder are
                 to be made in each case as notified by that Class A Noteholder
                 from time to time;

         (b)     (EXCHANGE ETC. OF CLASS A NOTES): the issue and any exchange,
                 transfer, replacement, redemption (in whole or part) or
                 cancellation of a Class A Note;

         (c)     (PAYMENTS): all payments made in respect of the Class A Notes
                 (as notified to it by each Paying Agent pursuant to clause
                 3.14(a));

         (d)     (PRINCIPAL): the Principal Balance of each Class A Note from
                 time to time (as notified to it by the Manager pursuant to
                 clause 7.1); and

         (e)     (OTHER INFORMATION): such other information as the Manager
                 reasonably requires or the Note Registrar considers appropriate
                 or desirable.

5.3      TRANSFER OR EXCHANGE OF CLASS A NOTES

         Class A Notes held by a Class A Noteholder may be transferred or may be
         exchanged for other Class A Notes in any authorised denominations and a
         like Principal Balance, provided in each case that the requirements of
         Section 8-401(a) of the UCC are met, by that Class A Noteholder upon:

         (a)     (SURRENDER AND INSTRUMENT OF TRANSFER OR EXCHANGE): the
                 surrender of the Class A Notes to be transferred or exchanged
                 duly endorsed with, or accompanied by, a written instrument of
                 transfer or exchange in the form, in the case of a transfer,
                 annexed to such Class A Notes or otherwise in a form
                 satisfactory to the Note Registrar duly executed by the Class A
                 Noteholder, or its attorney duly authorised in writing, with
                 such signature guaranteed by an "eligible guarantor
                 institution" meeting the requirements of the Note Registrar
                 which requirements include membership of, or participation in,
                 STAMP or such other "signature guarantee program" as may be
                 determined by the Note Registrar in addition to, or in

                                                                             10.
<PAGE>

                 substitution for, STAMP, all in accordance with the Exchange
                 Act; and

         (b)     (OTHER DOCUMENTS): the provision of such other documents as the
                 Note Registrar may reasonably require,

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

5.4      REPLACEMENT OF LOST OR MUTILATED CLASS A NOTES

         If any Class A Note is lost, stolen, mutilated, defaced or destroyed it
         may, provided that the requirements of Section 8-405 of the UCC are
         met, be replaced with other Class A Notes in any authorised
         denomination, and a like Principal Balance, upon surrender to the Note
         Registrar of the Class A Notes to be replaced (where the Class A Note
         has been mutilated or defaced) at a Specified Office of the Note
         Registrar, the provision of such evidence and indemnities as the Note
         Registrar or the Issuer Trustee may reasonably require and payment of
         the Note Registrar's and the Issuer Trustee's expenses incurred, and
         any tax or governmental charge that may be imposed, in connection with
         such replacement.

5.5      OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF CLASS A NOTES

         Subject to this Agreement, upon compliance by the relevant Class A
         Noteholder with the provisions of clauses 5.3 or 5.4, as applicable, in
         relation to the transfer, exchange or replacement of any Class A Notes:

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

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

         (c)     (DELIVERY TO CLASS A NOTEHOLDER): the Note Registrar must,
                 within 3 Business Days of receipt of such new Class A Notes (or
                 authentication of such Class A Notes if the Note Registrar is
                 the Note Trustee), forward to the relevant Class A Noteholder
                 (being the transferee in the case of a transfer of a Class A
                 Note) such new Class A Notes.

5.6      NO CHARGE FOR TRANSFER OR EXCHANGE

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

5.7      RESTRICTED PERIOD

         Notwithstanding the preceding provisions of this clause 5, the Note
         Registrar need not register transfers or exchanges of Class A Notes,
         and the Issuer Trustee is not required to execute nor the Note Trustee
         to authenticate any Class A Notes, for a period of 2 Business Days, in
         the case of a Book-Entry Note, or 30 days, in the case of a Definitive
         Note, preceding the due date

                                                                             11.
<PAGE>

         for any payment with respect to the Class A Notes or for such period,
         not exceeding 30 days, as is specified by the Note Trustee prior to any
         meeting of Relevant Noteholders (as defined in the First Schedule of
         the Trust Deed), which includes Class A Noteholders, under the Trust
         Deed or prior to any meeting of Voting Secured Creditors (as defined in
         the Security Trust Deed), which includes Class A Noteholders, under the
         Security Trust Deed.

5.8      CANCELLATION OF CLASS A NOTES

         The Note Registrar must cancel or destroy all Class A Notes that have
         been surrendered to it for transfer, exchange or replacement (including
         any Book-Entry Notes surrendered pursuant to clause 3.4(b) of the Note
         Trust Deed) or surrendered to a Paying Agent for redemption and
         delivered to the Note Registrar and must, upon request, provide a
         certificate to the Issuer Trustee, the Note Trustee or the Manager with
         the details of all such Class A Notes so cancelled or destroyed.

5.9      PROVISION OF INFORMATION AND INSPECTION OF REGISTER

         The Note Registrar must:

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

         (b)     (INSPECTION): make the Note Register:

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

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

         at one of the Note Registrar's Specified Offices upon reasonable prior
         notice and during local business hours.

5.10     CORRECTNESS OF REGISTER AND INFORMATION

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

5.11     NON-RECOGNITION OF EQUITABLE INTERESTS

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


                                                                             12.
<PAGE>

5.12     RECTIFICATION OF NOTE REGISTER

         If:

         (a)     (ENTRY OMITTED): an entry is omitted from the Note Register;

         (b)     (ENTRY MADE OTHERWISE THAN IN ACCORDANCE WITH THIS DEED): an
                 entry is made in the Note Register otherwise than in accordance
                 with this Agreement;

         (c)     (WRONG ENTRY EXISTS): an entry wrongly exists in the Note
                 Register;

         (d)     (ERROR OR DEFECT EXISTS IN REGISTER): there is an error or
                 defect in any entry in the Note Register; or

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

         then the Note Registrar may rectify the same.

--------------------------------------------------------------------------------
6.       NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS

6.1      FOLLOWING ENFORCEMENT OF THE CHARGE OR ISSUE OF DEFINITIVE NOTES

         At any time after either an Event of Default (unless waived by the
         Security Trustee pursuant to clause 9.5 of the Security Trust Deed) or
         the enforcement of the Charge (as defined in the Security Trust Deed)
         or at any time after Definitive Notes have not been issued when
         required in accordance with the Note Trust Deed, the Note Trustee may:

         (a)     (REQUIRE AGENTS): by notice in writing to the Issuer Trustee,
                 the Manager, and each Agent require any one or more of the
                 Agents either:

                 (i)     A.      to act as the Agent of the Note Trustee on the
                                 terms and conditions of this Agreement in
                                 relation to payments to be made by or on behalf
                                 of the Note Trustee under the terms of the Note
                                 Trust Deed, except that the Note Trustee's
                                 liability under any provision of this Agreement
                                 for the indemnification of the Principal Paying
                                 Agent, the Paying Agents and the Agent Bank
                                 will be limited to any amount for the time
                                 being held by the Note Trustee on the trust of
                                 the Note Trust Deed and which is available to
                                 be applied by the Note Trustee for that
                                 purpose; and

                         B.      to hold all Class A Notes, and all amounts,
                                 documents and records held by them in respect
                                 of the Class A Notes, on behalf of the Note
                                 Trustee; or

                 (ii)    to deliver up all Class A Notes and all amounts,
                         documents and records held by them in respect of the
                         Class A Notes, to the Note Trustee or as the Note
                         Trustee directs in that notice, other than any
                         documents or records which an Agent is obliged not to
                         release by any law; and

         (b)     (REQUIRE ISSUER TRUSTEE): by notice in writing to the Issuer
                 Trustee require it to make (or arrange to be made) all
                 subsequent payments in respect of the Class A Notes to the
                 order of the Note Trustee and not to the Principal Paying Agent
                 and, with effect from the issue of that notice to the Issuer
                 Trustee and until that notice is withdrawn, clause 6.1(b) of
                 the Note Trust Deed will not apply.


                                                                             13.
<PAGE>

6.2         GOOD DISCHARGE TO ISSUER TRUSTEE

            The payment by or on behalf of the Issuer Trustee of its payment
            obligations on each Quarterly Payment Date under the Sub-Fund Notice
            and the Note Conditions to the Note Trustee in accordance with
            clause 6.1 is a good discharge to the Issuer Trustee and the Issuer
            Trustee will not be liable for any act or omission or default of the
            Note Trustee during the period it is required to make payments to
            the Note Trustee under clause 6.1.

6.3         CHANGE OF AUTHORISED OFFICERS

            The Note Trustee will forthwith give notice to the Manager, the
            Issuer Trustee, the Security Trustee and each Agent of any change in
            the Authorised Officers of the Note Trustee.


--------------------------------------------------------------------------------
7.       REDEMPTION OF CLASS A NOTES

7.1      PART REDEMPTION OF CLASS A NOTES ON QUARTERLY PAYMENT DATES

         (a)     (MANAGER TO MAKE DETERMINATIONS ETC): At least five Business
                 Day prior to each Quarterly Payment Date, the Manager will make
                 the determinations referred to in condition 7.9(a) of the Note
                 Conditions in relation to that Quarterly Payment Date and will
                 give to the Issuer Trustee, the Note Trustee, the Principal
                 Paying Agent, the Agent Bank and the Note Registrar, the
                 notifications, and will cause to be made to the Class A
                 Noteholders the publication, required by condition 7.9(b) of
                 the Note Conditions. If the Manager does not at any time for
                 any reason make the determinations referred to in condition
                 7.9(a) of the Note Conditions it must forthwith advise the Note
                 Trustee and the Agent Bank and such determinations must be made
                 by the Agent Bank, or failing the Agent Bank, by the Note
                 Trustee in accordance with such condition 7.9(c) of the Note
                 Conditions (but based on the information in its possession) and
                 each such determination will be deemed to have been made by the
                 Manager.

         (b)     (NOTIFY DEPOSITORY): If any Book-Entry Notes are outstanding,
                 on receipt of a notification under condition 7.9(b) of the Note
                 Conditions, the Principal Paying Agent must notify the
                 Depository of any proposed redemption in accordance with the
                 Depository's applicable procedures, specifying the principal
                 amount of each Book-Entry Note to be redeemed and the date on
                 which the redemption is to occur and must provide a copy to the
                 Depository of the notification received under condition 7.9(b)
                 of the Note Conditions.

7.2      EARLY REDEMPTION

         (a)     (NOTICE TO PAYING AGENT ETC): If the Issuer Trustee intends to
                 redeem all (but not some only) of the Class A Notes prior to
                 the Final Maturity Date pursuant to conditions 7.3 or 7.4 of
                 the Note Conditions, the Manager will direct the Issuer Trustee
                 to give the requisite notice to the Note Trustee, the Principal
                 Paying Agent, each Paying Agent, the Note Registrar, the Agent
                 Bank and the Class A Noteholders in accordance with conditions
                 7.3 or 7.4 (as the case may be) of the Note Conditions and
                 stating the date on which such Class A Notes are to be
                 redeemed.

         (b)     (NOTICE TO DEPOSITORY): The Principal Paying Agent will, on
                 receipt of a notice under clause 7.2(a), and if any Book-Entry
                 Notes are outstanding, notify the Depository of the proposed
                 redemption in accordance with the Depository's applicable
                 procedures, specifying the Principal Balance of each Book-Entry
                 Note to be redeemed, the amount of principal to be repaid in
                 relation to each Book-Entry Note and the date on which the
                 Book-Entry Notes are to be redeemed.

                                                                             14.
<PAGE>

--------------------------------------------------------------------------------
8.       GENERAL PAYING AGENT MATTERS

8.1      NOTICES TO CLASS A NOTEHOLDERS

         (a)     (NOTICES TO BE GIVEN BY NOTE REGISTRAR): At the request of the
                 Issuer Trustee, the Note Trustee, the Manager, the Security
                 Trustee or any other Agent, and at the expense of the Issuer
                 Trustee, the Note Registrar will arrange for the delivery of
                 all notices and the Quarterly Servicing Report to Class A
                 Noteholders in accordance with the Note Conditions.

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

         The Note Registrar will not be responsible for, or liable to any person
         in respect of, the contents of any notices or reports delivered by it
         at the request of the Issuer Trustee, the Note Trustee, the Manager,
         the Security Trustee or any other Agent pursuant to this clause 8.1.

8.2      COPIES OF DOCUMENTS FOR INSPECTION

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

8.3      NOTICE OF ANY WITHHOLDING OR DEDUCTION

         If the Issuer Trustee or any Paying Agent is, in respect of any payment
         in respect of the Class A Notes, compelled to withhold or deduct any
         amount for or on account of any taxes, duties or charges as
         contemplated by condition 8.4 of the Note Conditions, the Issuer
         Trustee must give notice to the Principal Paying Agent, the Note
         Trustee and the Class A Noteholders in accordance with condition 11.1
         of the Note Conditions immediately after becoming aware of the
         requirement to make the withholding or deduction and must give to the
         Principal Paying Agent and the Note Trustee such information as they
         require to enable each of them to comply with the requirement.

--------------------------------------------------------------------------------
9.       INDEMNITY

9.1      INDEMNITY BY ISSUER TRUSTEE

         Subject to clause 14, the Issuer Trustee undertakes to indemnify each
         Agent and its directors, officers, employees and controlling persons
         against all losses, liabilities, costs, claims, actions, damages,
         expenses or demands which any of them may incur or which may be made
         against any of them as a result of or in connection with the
         appointment of or the exercise of the powers and duties by the Agent
         under this Agreement except as may result from its fraud, negligence or
         default or that of its directors, officers, employees or controlling
         persons or any of them, or breach by it of the terms of this Agreement
         and notwithstanding the resignation or removal of that Agent pursuant
         to clause 10.

9.2      INDEMNITY BY AGENT

         Each Agent undertakes to indemnify on a several basis the Issuer
         Trustee, the Manager and each of their respective directors, officers,
         employees and controlling persons against all losses, liabilities,
         costs, claims, actions, damages, expenses or demands which any of them
         may incur or which may be made against any of them as a result of its
         default, negligence or bad faith or that of its directors, officers,
         employees or controlling persons or any of them, or

                                                                             15.
<PAGE>

         breach by it of the terms of this Agreement. Notwithstanding anything
         in this Agreement to the contrary, in no event will an Agent be liable
         under, or in connection with, this Agreement for indirect, special,
         incidental, punitive or consequential losses or damages of any kind
         whatsoever, including, but not limited to, lost profits, whether or not
         foreseeable, even if the Agent has been advised of the possibility
         thereof and regardless of the form of action in which such damages are
         sought.

--------------------------------------------------------------------------------
10.      CHANGES IN AGENTS

10.1     APPOINTMENT AND REMOVAL

         The Issuer Trustee (on the direction of the Manager) may with the prior
         written approval of the Note Trustee (which approval must not be
         unreasonably withheld or delayed):

         (a)     (APPOINT NEW AGENTS): appoint:

                 (i)     additional or alternative Paying Agents (other than the
                         Principal Paying Agent); or

                 (ii)    an alternative Agent Bank, Note Registrar or Principal
                         Paying Agent; and

         (b)     (TERMINATE APPOINTMENT OF AGENTS): subject to this clause 10,
                 terminate the appointment of any Agent by giving written notice
                 to that effect to the Agent whose appointment is to be
                 terminated copied to each Current Rating Authority, the Note
                 Trustee and (if it is not the Agent whose appointment is to be
                 terminated) the Principal Paying Agent:

                 (i)     with effect immediately on the giving of that notice,
                         if any of the following occurs in relation to the Agent
                         (as the case may be):

                         A.      an Insolvency Event;

                         B.      it ceases to conduct business or proposes to
                                 cease conduct of its business or a substantial
                                 part of that business; or

                         C.      it fails to remedy within five Business Days
                                 after prior written notice by the Issuer
                                 Trustee or Manager any material breach of this
                                 Agreement on the part of the Agent (as the case
                                 may be); and

                 (ii)    otherwise, with effect on a date not less than 60 days'
                         from that notice (which date must be not less than 30
                         days before any due date for payment on any Class A
                         Notes).

10.2     RESIGNATION

         Subject to this clause 10, an Agent may resign its appointment under
         this Agreement at any time by giving to the Issuer Trustee, the
         Manager, each Current Rating Authority, (where the Agent resigning is
         the Principal Paying Agent) each Paying Agent and (where the Agent
         resigning is not the Principal Paying Agent) the Principal Paying Agent
         not less than 90 days' written notice to that effect (which notice must
         expire not less than 30 days before, any due date for payment on any
         Class A Notes).

10.3     LIMITATION OF APPOINTMENT AND TERMINATION

         Notwithstanding clauses 10.1 and 10.2:


                                                                             16.
<PAGE>
         (a)     (PRINCIPAL PAYING AGENT AND NOTE REGISTRAR): the resignation
                 by, or the termination of, the appointment of the Principal
                 Paying Agent or the Note Registrar will not take effect until a
                 new Principal Paying Agent or Note Registrar, as the case may
                 be, has been acknowledged in writing by the Note Trustee (in
                 each case, the acknowledgement not to be unreasonably delayed)
                 and with, in the case of the Note Registrar, Specified Offices
                 in each of New York City and London;

         (b)     (APPOINTMENT BY RETIRING AGENT): if any Agent resigns in
                 accordance with clause 10.2 but, by the day falling 15 days
                 before the expiry of any notice under clause 10.2 the Issuer
                 Trustee has not appointed a new Agent, then the relevant Agent
                 may appoint in its place any reputable bank or trust company of
                 good standing approved in writing by the Note Trustee and
                 appointed on terms previously approved in writing by the Note
                 Trustee (in each case, the approval not to be unreasonably
                 withheld or delayed);

         (c)     (SPECIFIED OFFICE OF PAYING AGENT IN NEW YORK CITY AND LONDON):
                 the resignation by, or the termination of the appointment of,
                 any Paying Agent will not take effect if, as a result of the
                 resignation or termination, there would not be a Paying Agent
                 which has a Specified Office in New York City or there would
                 not be a Paying Agent which has a Specified Office in London;

         (d)     (SPECIFIED OFFICE OF AGENT BANK): the resignation by, or the
                 termination of the appointment of the Agent Bank will not take
                 effect until a new Agent Bank having its Specified Office in
                 London or New York City has been appointed; and

         (e)     (TERMS OF APPOINTMENT OF ADDITIONAL PAYING AGENTS): the
                 appointment of any additional Paying Agent will be on the terms
                 and the conditions of this Agreement and each of the parties to
                 this Agreement must co-operate fully to do all further acts and
                 things and execute any further documents as may be necessary or
                 desirable to give effect to the appointment of the Paying Agent
                 (which will not, except in the case of an appointment under
                 clause 10.1(a) or a termination under clause 10.1(b)(ii), be at
                 the cost of the Issuer Trustee or Manager).

10.4     PAYMENT OF AMOUNTS HELD BY THE PRINCIPAL PAYING AGENT

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

10.5     RECORDS HELD BY NOTE REGISTRAR

         If the appointment of the Note Registrar is terminated, the Note
         Registrar must, on the date on which that termination takes effect,
         deliver to the successor Note Registrar the Note Register and all
         records maintained by it and all documents (including any Class A
         Notes) held by it pursuant to this Agreement.

10.6     SUCCESSOR TO PRINCIPAL PAYING AGENT, AGENT BANK, NOTE REGISTRAR

         (a)     (APPOINTMENT AND RELEASE): On the execution by the Issuer
                 Trustee, the Manager and any successor Principal Paying Agent,
                 Agent Bank or Note Registrar of an instrument effecting the
                 appointment of that successor Principal Paying Agent, Agent
                 Bank or Note Registrar that successor Principal Paying Agent,
                 Agent Bank or Note Registrar, as the case may be, will, without
                 any further act, deed or conveyance, become vested with all the
                 authority, rights, powers, trusts,


                                                                             17.
<PAGE>

                 immunities, duties and obligations of its predecessor as if
                 originally named as Principal Paying Agent, Agent Bank or Note
                 Registrar, as the case may be, in this Agreement and that
                 predecessor, on payment to it of the pro rata proportion of its
                 administration fee and disbursements then unpaid (if any), will
                 have no further liabilities under this Agreement, except for
                 any accrued liabilities arising from or relating to any act or
                 omission occurring prior to the date on which the successor
                 Principal Paying Agent, Agent Bank or Note Registrar was
                 appointed.

         (b)     (MERGER): Any corporation:

                 (i)     into which the Principal Paying Agent, Agent Bank or
                         Note Registrar is merged;

                 (ii)    with which the Principal Paying Agent, Agent Bank or
                         Note Registrar is consolidated;

                 (iii)   resulting from any merger or consolidation to which the
                         Principal Paying Agent, Agent Bank or Note Registrar is
                         a party; or

                 (iv)    to which the Principal Paying Agent, Agent Bank or Note
                         Registrar sells or otherwise transfers all or
                         substantially all the assets of its corporate trust
                         business,

                 must, on the date when that merger, conversion, consolidation,
                 sale or transfer becomes effective and to the extent permitted
                 by applicable law, become the successor Principal Paying Agent,
                 Agent Bank or Note Registrar, as the case may be, under this
                 Agreement without the execution or filing of any agreement or
                 document or any further act on the part of the parties to this
                 Agreement, unless otherwise required by the Issuer Trustee or
                 the Manager, and after that effective date all references in
                 this Agreement to the Principal Paying Agent, Agent Bank or
                 Note Registrar, as the case may be, will be references to that
                 corporation. The Principal Paying Agent, Agent Bank or Note
                 Registrar, as the case may be, must pay for any costs or
                 expenses associated with such merger, conversion,
                 consolidation, sale or transfer.

10.7     NOTICE TO CLASS A NOTEHOLDERS

         The Manager on behalf of the Issuer Trustee will, within 5 days of:

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

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

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

         give to the Class A Noteholders notice of the termination, appointment
         or resignation in accordance with condition 11.1 of the Note Conditions
         (in the case of a termination under clause 10.1(b)(i) or 10.2 at the
         cost of the outgoing Agent). Notwithstanding clauses 10.1 and 10.2,
         neither the termination of the appointment of an Agent, nor the
         resignation of an Agent, will take effect until notice thereof is given
         to the Class A Noteholders in accordance with this clause 10.7.

10.8     CHANGE IN SPECIFIED OFFICE

         (a)     (AGENTS CHANGE): If any Agent proposes to change its Specified
                 Office (which must be within the same city as its previous
                 Specified Office), it must give to the Issuer Trustee the
                 Manager, the Note Trustee and the other Agents not less than 30

                                                                             18.
<PAGE>

                 days' prior written notice of that change, giving the address
                 of the new Specified Office and stating the date on which the
                 change is to take effect. No change of a Specified Office may
                 occur in the period 30 days before any due date for payment on
                 any Class A Notes.

         (b)     (NOTICE TO CLASS A NOTEHOLDERS): The Manager must, within 14
                 days of receipt of a notice under clause 10.8(a) (unless the
                 appointment is to terminate pursuant to clause 10.1 or 10.2 on
                 or prior to the date of that change) give to the Class A
                 Noteholders notice in accordance with condition 11.1 of the
                 Note Conditions of that change and of the address of the new
                 Specified Office, but the cost of giving that notice must be
                 borne by the Agent which is changing its Specified Office and
                 not by the Issuer Trustee or the Manager.

--------------------------------------------------------------------------------
11.      MISCELLANEOUS DUTIES AND PROTECTION

11.1     AGENTS ARE AGENTS OF THE ISSUER TRUSTEE

         (a)     (AGENT OF THE PUMA TRUST): Subject to clause 6.1, each Agent is
                 the agent of the Issuer Trustee in its capacity as trustee of
                 the PUMA Trust only.

         (b)     (ISSUER TRUSTEE NOT RESPONSIBLE FOR AGENTS): Notwithstanding
                 any other provision contained in this Agreement, any other
                 Transaction Document or at law, the Issuer Trustee in its
                 personal capacity is not responsible for any act or omission of
                 any Agent.

11.2     AGENCY

         Subject to any other provision of this Agreement, each Agent acts
         solely for and as agent of the Issuer Trustee and does not have any
         obligations towards or relationship of agency or trust with any person
         entitled to receive payments of principal and/or interest on the Class
         A Notes and is responsible only for the performance of the duties and
         obligations imposed on it pursuant to clause 11.6.

11.3     RELIANCE

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

11.4     ENTITLED TO DEAL

         An Agent is not precluded from acquiring, holding or dealing in any
         Class A Notes or from engaging or being interested in any contract or
         other financial or other transaction with the Issuer Trustee or the
         Manager as freely as if it were not an agent of the Issuer Trustee
         under this Agreement and in no event whatsoever (other than fraud,
         wilful misconduct, negligence or bad faith) will any Agent be liable to
         account to the Issuer Trustee or any person entitled to receive amounts
         of principal or interest on the Class A Notes for any profit made or
         fees or commissions received in connection with this agreement or any
         Class A Notes.

11.5     CONSULTATION

         Each Agent may, after 5 days prior notice to the Issuer Trustee and the
         Manager, consult as to legal matters with lawyers selected by it, who
         may be employees of or lawyers to the Issuer Trustee, the Manager or
         the relevant Agent. An Agent is not required to provide 5 days prior


                                                                             19.
<PAGE>

         notice of the consultation specified above if, in the reasonable
         opinion of that Agent, to do so would be contrary to the performance by
         it of its obligations under this Agreement, provided that, such Agent
         must provide written notice to the Issuer Trustee and the Manager as
         soon as practicable after that consultation.

11.6     DUTIES AND OBLIGATIONS

         Each Agent will perform the duties and obligations, and only the duties
         and obligations, contained in or reasonably incidental to this
         Agreement and the Note Conditions and no implied duties or obligations
         (other than general laws as to agency) will be read into this Agreement
         or the Note Conditions against any Agent. An Agent is not required to
         take any action under this Agreement which would require it to incur
         any expense or liability for which (in its reasonable opinion) either
         it would not be reimbursed within a reasonable time or in respect of
         which it has not been indemnified to its satisfaction.

11.7     INCOME TAX RETURNS

         The Principal Paying Agent will deliver to each Class A Noteholder such
         information as may be reasonably required to enable such Class A
         Noteholder to prepare its federal and state income tax returns.

11.8     REPRESENTATION BY EACH AGENT

         Each Agent represents and warrants that it is duly qualified to assume
         its obligations under this Agreement and has obtained all necessary
         approvals required to execute, deliver and perform its obligations
         under this Agreement.

--------------------------------------------------------------------------------
12.      FEES AND EXPENSES

12.1     PAYMENT OF FEE

         The Issuer Trustee will pay to each Agent during the period that any of
         the Class A Notes remain outstanding the administration fee separately
         agreed by that Agent and the Issuer Trustee. If the appointment of an
         Agent is terminated under this Agreement, the Agent must refund to the
         Issuer Trustee that proportion of the fee (if any) which relates to the
         period during which the Agent's appointment is terminated.

12.2     PAYMENT OF EXPENSES

         The Issuer Trustee must pay or reimburse to each Agent all reasonable
         costs, expenses, charges, stamp duties and other Taxes and liabilities
         properly incurred by that Agent in the performance of the obligations
         of that Agent under this Agreement including, without limitation, all
         costs and expenses (including legal costs and expenses) incurred by
         that Agent in the enforcement of any obligations under this Agreement.
         Nothing in this clause 12.2 entitles or permits an Agent to be
         reimbursed or indemnified for general overhead costs and expenses
         (including, without limitation, rents and any amounts payable by that
         Agent to its employees in connection with their employment) incurred
         directly or indirectly in connection with the business activities of
         that Agent or in the exercise of its rights, powers and discretions or
         the performance of its duties and obligations under this Agreement.

12.3     NO OTHER FEES

         Except as provided in clauses 12.1 and 12.2, or as expressly provided
         elsewhere in this Agreement, neither the Issuer Trustee nor the Manager
         has any liability in respect of any fees or expenses of any Agent in
         connection with this Agreement.


                                                                             20.
<PAGE>

12.4     PAYMENT OF FEES

         The above fees, payments and expenses will be paid in United States
         dollars. The Issuer Trustee will in addition pay any value added tax
         which may be applicable. The Principal Paying Agent will arrange for
         payment of commissions to the other Paying Agents and arrange for the
         reimbursement of their expenses promptly upon demand, supported by
         evidence of that expenditure, and provided that payment is made as
         required by clause 12.1 the Issuer Trustee will not be concerned with
         or liable in respect of that payment.

12.5     NO COMMISSION

         Subject to this clause 12, no Paying Agent may charge any commission or
         fee in relation to any payment by it under this Agreement.

12.6     ISSUER TRUSTEE PERSONALLY LIABLE FOR FEES

         Notwithstanding any other provision of this Agreement, the Issuer
         Trustee must pay to each Agent the fees referred to in clause 12.1, and
         any value added tax on such fees, from its own personal funds and will
         not be entitled to be indemnified from the assets of the PUMA Trust
         with respect to such fees or value added taxes provided that if The
         Bank of New York, New York Branch or The Bank of New York, London
         Branch resigns or is removed as an Agent the Issuer Trustee will only
         be liable to pay the fees referred to in clause 12.1, and any value
         added tax on such fees, from its own personal funds to the extent that
         such fees and value added tax do not exceed the amount that would have
         been payable to The Bank of New York, New York Branch or the Bank of
         New York, London Branch, as the case may be, if it had remained as that
         Agent. The balance of such fees and value added tax, if any, will form
         part of the Fees and Expenses for which the Issuer Trustee is entitled
         to be indemnified from the assets of the PUMA Trust in accordance with
         the Sub-Fund Notice.

12.7     TIMING OF PAYMENTS

         Except as referred to in clause 12.6, all payments by the Issuer
         Trustee to an Agent under this clause 12 are payable on the first
         Quarterly Payment Date following demand by that Agent from funds
         available for this purpose in accordance with the Sub-Fund Notice.

12.8     INCREASE IN FEES

         The Issuer Trustee must notify in writing the Current Rating
         Authorities of any proposed increase in fees payable under this clause
         12 (including upon the appointment of a new Agent but not including any
         increase in fees payable by the Issuer Trustee from its own personal
         funds in accordance with clause 12.6) at least 5 Business Days before
         such increase takes effect and must not agree to any such increase if
         this would result in a reduction, qualification or withdrawal of any
         credit rating then assigned by the Current Rating Authorities to the
         Notes. This clause 12.8 is not to be construed to require an Agent to
         undertake any additional duties or obligations not provided for in this
         Agreement unless otherwise agreed by that Agent in its discretion.


--------------------------------------------------------------------------------
13.      NOTICES

13.1     METHOD OF DELIVERY

         Subject to clauses 13.3 and 13.4, any notice, request, certificate,
         approval, demand, consent or other communication to be given under this
         Agreement (other than notices to the Class A Noteholders):

         (a)     (EXECUTION): except in the case of communications by email,
                 must be signed by an

                                                                             21.
<PAGE>

                 Authorised Officer of the party giving the same;

         (b)     (IN WRITING): must be in writing; and

         (c)     (DELIVERY): must be:

                 (i)     left at the address of the addressee;

                 (ii)    sent by prepaid ordinary post to the address of the
                         addressee;

                 (iii)   sent by facsimile to the facsimile number of the
                         addressee; or

                 (iv)    sent by email by an Authorised Signatory of the party
                         giving the same to the addressee's specified email
                         address,

                 as notified by that addressee from time to time to the other
                 parties to this Agreement as its address for service pursuant
                 to this Agreement.

13.2     DEEMED RECEIPT

         A notice, request, certificate, demand, consent or other communication
         under this Agreement is deemed to have been received:

         (a)     (DELIVERY): where delivered in person, upon receipt;

         (b)     (POST): where sent by post, on the 3rd (7th if outside
                 Australia) day after posting;

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

         (d)     (EMAIL): subject to clause 13.4, where sent by email, on the
                 date that the email is received.

         However, if the time of deemed receipt of any notice is not before 5.00
         pm local time on a Business Day at the address of the recipient it is
         deemed to have been received at the commencement of business on the
         next Business Day.

13.3     COMMUNICATIONS THROUGH PRINCIPAL PAYING AGENT

         All communications relating to this Agreement between the Issuer
         Trustee and the Agent Bank and any of the other Paying Agents or
         between the Paying Agents themselves will, except as otherwise provided
         in this Agreement, be made through the Principal Paying Agent.

13.4     EMAIL

         Notwithstanding any other provision of this clause 13, a notice,
         request, certificate, approval, demand, consent or other communication
         to be given under this Agreement may only be given by email where the
         recipient has expressly agreed with the sender that the communication,
         or communications of that type, may be given by email and subject to
         such conditions as may be required by the recipient.

--------------------------------------------------------------------------------
14.      ISSUER TRUSTEE'S LIMITATION OF LIABILITY

14.1     LIMITATION ON ISSUER TRUSTEE'S LIABILITY

         The Issuer Trustee enters into this Agreement only in its capacity as
         trustee of the PUMA

                                                                             22.
<PAGE>

         Trust and in no other capacity. A liability incurred by the Issuer
         Trustee acting in its capacity as trustee of the PUMA Trust arising
         under or in connection with this Agreement is limited to and can be
         enforced against the Issuer Trustee only to the extent to which it can
         be satisfied out of the assets of the PUMA Trust out of which the
         Issuer Trustee is actually indemnified for the liability. This
         limitation of the Issuer Trustee's liability applies despite any other
         provision of this Agreement (other than clauses 12.6 and 14.3) and
         extends to all liabilities and obligations of the Issuer Trustee in any
         way connected with any representation, warranty, conduct, omission,
         agreement or transaction related to this Agreement.

14.2     CLAIMS AGAINST ISSUER TRUSTEE

         The parties other than the Issuer Trustee may not sue the Issuer
         Trustee in respect of any liabilities incurred by the Issuer Trustee
         acting in its capacity as trustee of the PUMA Trust in any capacity
         other than as trustee of the PUMA Trust including seeking the
         appointment of a receiver (except in relation to the assets of the PUMA
         Trust) a liquidator, an administrator or any similar person to the
         Issuer Trustee or prove in any liquidation, administration or similar
         arrangements of or affecting the Issuer Trustee (except in relation to
         the assets of the PUMA Trust).

14.3     BREACH OF TRUST

         The provisions of this clause 14 will not apply to any obligation or
         liability of the Issuer Trustee to the extent that it is not satisfied
         because under the Trust Deed, the Sub-Fund Notice or any other
         Transaction Document or by operation of law there is a reduction in the
         extent of the Issuer Trustee's indemnification out of the assets of the
         PUMA Trust as a result of the Issuer Trustee's fraud, negligence or
         wilful default and will not apply to any obligation or liability of the
         Issuer Trustee to pay amounts from its personal funds pursuant to
         clause 12.6.

14.4     ACTS OR OMISSIONS

         It is acknowledged that the Relevant Parties are responsible under the
         Transaction Documents for performing a variety of obligations relating
         to the PUMA Trust. No act or omission of the Issuer Trustee (including
         any related failure to satisfy its obligations or any breach or
         representation or warranty under this Agreement) will be considered
         fraudulent, negligent or a wilful default for the purposes of clause
         14.3 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
         appointed by the Issuer Trustee under any Transaction Document (other
         than a person whose acts or omissions the Issuer Trustee is liable for
         in accordance with any Transaction Document) to fulfil its obligations
         relating to the PUMA Trust or by any other act or omission of a
         Relevant Party or any other such person.

14.5     NO AUTHORITY

         No Agent appointed in accordance with this Agreement has authority to
         act on behalf of the Issuer Trustee in a way which exposes the Issuer
         Trustee to any personal liability and no act or omission of any such
         person will be considered fraudulent, negligent or wilful default of
         the Issuer Trustee for the purposes of clause 14.3.

14.6     NO OBLIGATION

         The Issuer Trustee is not obliged to enter into any commitment or
         obligation under or in relation to this Agreement or any Transaction
         Document (including incur any further liability) unless the Issuer
         Trustee's liability is limited in a manner which is consistent with
         this clause 14 or otherwise in a manner satisfactory to the Issuer
         Trustee in its absolute discretion.

                                                                             23.
<PAGE>

--------------------------------------------------------------------------------
15.      GENERAL

15.1     WAIVER

         A failure to exercise or enforce or a delay in exercising or enforcing
         or the partial exercise or enforcement of any right, remedy, power or
         privilege under this Agreement by a party will not in any way preclude
         or operate as a waiver of any further exercise or enforcement of such
         right, remedy, power or privilege of the exercise or enforcement of any
         other right, remedy, power or privilege under this Agreement or
         provided by law.

15.2     WRITTEN WAIVER, CONSENT AND APPROVAL

         Any waiver, consent or approval given by a party under this Agreement
         will only be effective and will only bind that party if it is given in
         writing, or given verbally and subsequently confirmed in writing, and
         executed by that party or on its behalf by two Authorised Officers of
         that party.

15.3     SEVERABILITY

         Any provision of this Agreement which is illegal, void or unenforceable
         in any jurisdiction is ineffective in such jurisdiction to the extent
         only of such illegality, voidness or unenforceability without
         invalidating the remaining provisions of this Agreement.

15.4     SURVIVAL OF INDEMNITIES

         The indemnities contained in this Agreement are continuing, and survive
         the termination of this Agreement.

15.5     ASSIGNMENTS

         No party may assign or transfer any of its rights or obligations under
         this Agreement without the prior written consent of the other parties
         and confirmation from the Current Rating Authorities that such
         assignment will not lead to a reduction, qualification or reduction of
         its then rating of the Class A Notes.

15.6     SUCCESSORS AND ASSIGNS

         This Agreement is binding upon and ensures to the benefit of the
         parties to this Agreement and their respective successors and permitted
         assigns.

15.7     MORATORIUM LEGISLATION

         To the fullest extent permitted by law, the provisions of all statutes
         whether existing now or in the future operating directly or indirectly:

         (a)     (TO AFFECT OBLIGATIONS): to lessen or otherwise to vary or
                 affect in favour of any party any obligation under this
                 Agreement; or

         (b)     (TO AFFECT RIGHTS): to delay or otherwise prevent or
                 prejudicially affect the exercise of any rights or remedies
                 conferred on a party under this Agreement,

         are hereby expressly waived, negatived and excluded.

15.8     AMENDMENTS

         No amendments to this Agreement will be effective unless in writing and
         executed by each of the parties to this Agreement. The Manager must
         give each Current Rating Authority

                                                                             24.
<PAGE>

         5 Business Days' prior notice of any amendment to this Agreement.

15.9     GOVERNING LAW

         This Agreement is governed by and must be construed in accordance with
         the laws of the State of New South Wales.

15.10    JURISDICTION

         Each party irrevocably and unconditionally:

         (a)     (SUBMISSIONS TO JURISDICTION): submits to the non-exclusive
                 jurisdiction of the courts of the State of New South Wales;

         (b)     (WAIVER OF INCONVENIENT FORUM): waives any objection it may now
                 or in the future have to the bringing of proceedings in those
                 courts and any claim that any proceedings have been brought in
                 an inconvenient forum; and

         (c)     (SERVICE OF NOTICE): agrees, without preventing any other mode
                 of service permitted by law, that any document required to be
                 served in any proceedings may be served in the manner in which
                 notices and other written communications may be given under
                 clause 13.

15.11    COUNTERPARTS

         This Agreement may be executed in a number of counterparts and all such
         counterparts taken together will constitute one and the same
         instrument.

15.12    LIMITATION OF NOTE TRUSTEE'S LIABILITY

         The Note Trustee is a party to this Agreement in its capacity as
         trustee of the Note Trust. The liability of the Note Trustee under this
         Agreement is limited in the manner and to the same extent as under the
         Note Trust Deed.


                                                                             25.
<PAGE>


EXECUTED as an agreement.



SIGNED for and on behalf of PERPETUAL      -------------------------------------
TRUSTEES AUSTRALIA LIMITED, ABN 86 000
431 827, by                                Signature of Attorney
its Attorney under a Power of Attorney
dated and who declares that he or she
has not received any notice of the
revocation of such Power of Attorney, in
the presence of:                           -------------------------------------

                                           Name of Attorney in full

------------------------------------

Signature of Witness




------------------------------------

Name of Witness in full


SIGNED for and on behalf of MACQUARIE      -------------------------------------
SECURITISATION LIMITED, ABN 16 003 297
336, by                                    Signature of Attorney
and
its Attorneys under a Power of Attorney
dated and each Attorney declares that he
or she has not received any notice of
the revocation of such Power of            -------------------------------------
Attorney, in the presence of:
                                           Signature of Attorney


------------------------------------

Signature of Witness



------------------------------------

Name of Witness in full


                                                                             26.
<PAGE>

SIGNED for and on behalf of THE BANK OF
NEW YORK, NEW YORK BRANCH acting by its
Authorised Officer in the presence of:

                                           -------------------------------------




------------------------------------

Signature of Witness



------------------------------------

Name of Witness in full






SIGNED for and on behalf of THE BANK OF
NEW YORK, LONDON BRANCH acting by its
Authorised Officer in the presence of:


                                           -------------------------------------




------------------------------------

Signature of Witness



------------------------------------

Name of Witness in full