<PAGE>

                                                                     Exhibit 4.8


                      ------------------------------------
                                 DATED [ ] 2001




                            KINGFISHER TRUST 2001-1G
                                AGENCY AGREEMENT



                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                           ("CLASS A NOTE REGISTRAR")
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                          ("PRINCIPAL PAYING AGENT" AND
                              "CALCULATION AGENT")
                          THE BANK OF NEW YORK, LONDON
                         BRANCH ("LONDON PAYING AGENT")













                            MALLESONS STEPHEN JAQUES
                                   Solicitors

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


<PAGE>

<TABLE>
<CAPTION>
                                                                           (i)
------------------------------------------------------------------------------
CONTENTS               KINGFISHER TRUST 2001-1G AGENCY AGREEMENT
------------------------------------------------------------------------------
<S>                                                                        <C>
                       1     DEFINITIONS AND INTERPRETATION                  1

                             Definitions Schedule                            1
                             Definitions                                     2

                       2     APPOINTMENT OF AGENTS                           3

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

                       3     THE NOTE TRUSTEE                                4

                             Agents to act for Note Trustee                  4
                             Good Discharge to Trustee                       4
                             Notice of change of the Note Trustee            5

                       4     PAYMENTS                                        5

                             Payments of amounts due                         5
                             Payments by Principal Paying Agent              5
                             Notification                                    5
                             Paying Agents to Record, Notify Payments and
                             Deliver Surrendered Notes                       6
                             Make payments                                   6
                             Non-Payment                                     6
                             Full amount not received                        6
                             Interest on overdue amounts                     7
                             Reimburse other Agents                          7
                             Late payment                                    7
                             Partial payments                                7
                             Deductions                                      8
                             Unpaid money                                    8
                             No Set-off                                      8
                             Currency Swaps                                  8

                       5     EXCHANGE OF CLASS A BOOK ENTRY NOTES            8

                             Exchange for Class A Definitive Notes           8
                             Notification                                    9
                             Outstanding amount                              9

                       6     REDEMPTION                                      9

                             Part Redemption of Notes on Payment Dates       9
                             Early Redemption                                9

                       7     GENERAL NOTE REGISTRAR AND PAYING AGENT
                             MATTERS                                        10

                             Notices to Class A Note Holders                10
                             Copies of Documents for inspection             10
                             Notice of any Withholding or Deduction         10

                       8     COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION   11

                       9     DOCUMENTS AND FORMS                            11

                             Principal Paying Agent                         11

<PAGE>

                                                                           (ii)
-------------------------------------------------------------------------------
                             Notes, etc held by Paying Agents               11

                       10    RECEIPT OF NOTICES AND VOTING                  12

                             Copy notices to Trustee                        12
                             Voting                                         12

                       11    DUTIES OF CALCULATION AGENT                    12

                             Appointment                                    12
                             Quotations                                     12
                             Notice                                         12
                             Calculations                                   13
                             Failure to calculate                           13

                       12    DUTIES OF THE CLASS A NOTE REGISTRAR           13

                             Class A Note Register to be kept               13
                             Transfer or Exchange of Class A Notes          14
                             Replacement of Lost or Mutilated Class A Notes 14
                             Obligations upon Transfer, Exchange or
                             Replacement of Class A Notes                   15
                             No Charge for Transfer or Exchange             15
                             Restricted Period                              15
                             Cancellation of Class A Notes                  16
                             Provision of Information and Inspection of
                             Register                                       16
                             Correctness of Register and Information        16
                             Non-recognition of Equitable Interests         16
                             Rectification of Class A Note Register         17

                       13    RELATIONSHIP                                   17

                             No other obligation                            17
                             Instructions                                   17
                             No instructions                                17
                             Agent of the Trustee                           18
                             Trustee not responsible for Agents             18
                             Reliance                                       18
                             Agent may employ                               18
                             Applicable laws                                18
                             Accept deposits etc                            18
                             Dealing with money                             19
                             Income Tax Returns                             19
                             Holders of Notes                               19
                             Note or document believed to be genuine        19
                             Agents as holders of Notes                     20
                             Communication between the Parties              20
                             Termination                                    20
                             Publication                                    21
                             Termination of appointment                     21
                             New Agents                                     21
                             Merger                                         21
                             Notice to Class A Note Holder                  22
                             Change of specified office                     22

                       14    STAMP DUTIES AND INDEMNITIES                   22

                             Stamp duties                                   22
                             Indemnity by Trustee                           23

<PAGE>

                                                                          (iii)
-------------------------------------------------------------------------------
                             Indemnity by Agents                            23

                       15    COMMISSIONS AND EXPENSES                       23

                             Principal Paying Agent                         23
                             Other Agents                                   23

                       16    TRUSTEE'S LIMITATION OF LIABILITY              24

                             Limitation on Trustee's liability              24
                             Claims against Trustee                         24
                             Breach of Trust                                24
                             Acts or omissions                              24

                       17    NOTICES                                        25

                             Form                                           25
                             Initial addresses                              25
                             Time effective                                 25
                             Receipt                                        25

                       18    MISCELLANEOUS                                  26

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

                       19    AMENDMENT                                      28

                       20    GOVERNING LAW AND SUBMISSION TO JURISDICTION   28

                             Governing Law                                  28
                             Submission to jurisdiction                     28
                             Service                                        29

                       21    COUNTERPARTS                                   29


                       SCHEDULE    INITIAL CONTACT DETAILS                  30
</TABLE>

<PAGE>

                                                                               1
--------------------------------------------------------------------------------
                       KINGFISHER TRUST 2001-1G
                       AGENCY AGREEMENT

DATE:                  [                     ] 2001

PARTIES:               PERPETUAL TRUSTEE COMPANY LIMITED
                       (ABN 42 000 001 007) having its registered office at
                       Level 7, 39 Hunter Street, Sydney, NSW 2000 in its
                       capacity as trustee of the Kingfisher Trust 2001-1G
                       ("TRUSTEE")
                       ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
                       registered office at Level 17, 530 Collins Street,
                       Melbourne, Victoria 3000 ("TRUST 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 ("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 ("CLASS A
                       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 ("PRINCIPAL PAYING AGENT" AND "CALCULATION Agent")
                       THE BANK OF NEW YORK, LONDON BRANCH, a New York banking
                       corporation acting through its London branch at 48th
                       Floor, One Canada Square, London E14 5AL ("LONDON PAYING
                       AGENT")

RECITALS:
                 A.    The Trustee in its capacity as trustee of the Trust
                       wishes to issue the Class A Notes.

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

OPERATIVE PROVISIONS:

1      DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
DEFINITIONS SCHEDULE
                 1.1   In this agreement:

                       DEFINITIONS SCHEDULE means the deed entitled "Kingfisher
                       Master Trusts Master Definitions Schedule" dated 1 August
                       2000 between the Trust Manager, the Trustee and P.T.
                       Limited as amended by the deed entitled "Kingfisher
                       Master Trusts Amending Deed" dated 16 May 2001.

                       SUPPLEMENTAL DEED means the deed entitled "Kingfisher
                       Trust 2001-1G Supplemental Deed" dated on or about the
                       date of this agreement between the Trust Manager, the
                       Trustee and others.


<PAGE>

                                                                               2
--------------------------------------------------------------------------------
                 1.2   Except to the extent to which words and phrases are
                       otherwise defined in this agreement, words and phrases
                       defined in the Definitions Schedule or the Supplemental
                       Deed in respect of the Trust shall bear the same meaning
                       in this agreement with references to "this deed" being
                       construed as references to "this agreement". In the event
                       of any inconsistency between a definition in this
                       agreement and a definition in the Definitions Schedule,
                       the definitions in this agreement will prevail. In the
                       event of any inconsistency between a definition in the
                       Definitions Schedule and a definition in the Supplemental
                       Deed, the definition in the Supplemental Deed will
                       prevail. Any amendment to the Definitions Schedule will
                       only apply to this agreement if made in accordance with
                       this agreement.

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

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

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

                       CALCULATION 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 calculation
                       agent, the person from time to time appointed in its
                       place to perform the functions of the calculation agent
                       under this agreement.

                       CLASS A 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 Class A Note
                       registrar, the person from time to time appointed in its
                       place to perform the functions of the Class A Note
                       registrar under this agreement.

                       PAYING AGENT means the London Paying Agent, or, if the
                       London Paying Agent resigns or its appointment is
                       terminated as paying agent, the person from time to time
                       appointed in its place to perform the functions of a
                       paying agent under this agreement 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.

                       TRUST means the Kingfisher Trust 2001-1G.


<PAGE>

                                                                               3
--------------------------------------------------------------------------------
2      APPOINTMENT OF AGENTS
--------------------------------------------------------------------------------
APPOINTMENT OF AGENTS
                 2.1   The Trustee:

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

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

                       (c)   at the direction of the Trust Manager, appoints the
                             Class A Note Registrar at its Specified Office as
                             its initial Class A Note Registrar;

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

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

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

                             (ii)  if requested by the Note Trustee,
                                   arranging on behalf of the Trustee for
                                   notices to be communicated to the Class A
                                   Note Holders; and

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

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

REPRESENTATION BY EACH AGENT
                 2.3   Each Agent represents and warrants that it is duly
                       qualified to assume its obligations under this agreement.


<PAGE>

                                                                               4
--------------------------------------------------------------------------------
ADDITIONAL AGENTS
                 2.4   The Trustee may from time to time, with the approval
                       of the Note Trustee, appoint additional or substitute
                       paying agents, calculation agents or note registrars
                       in such jurisdictions and locations as it may
                       consider appropriate.  Upon such agent delivering to
                       the other parties to this agreement an undertaking
                       (in a form and substance satisfactory to the Note
                       Trustee) to be bound by the provisions of this
                       agreement, and supplying the particulars specified in
                       this agreement, it shall become a party to this
                       agreement as if originally named as a Paying Agent,
                       the Calculation Agent or the Class A Note Registrar,
                       as the case may be.  References to "Agent" shall,
                       where the context permits, include any additional or
                       substitute agents appointed pursuant to this clause
                       2.4.


3      THE NOTE TRUSTEE
--------------------------------------------------------------------------------
AGENTS TO ACT FOR NOTE TRUSTEE
                 3.1   At any time after an Event of Default has occurred, the
                       Note Trustee may:

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

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

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

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

GOOD DISCHARGE TO TRUSTEE
                 3.2   The payment by or on behalf of the Trustee of its payment
                       obligations on each Payment Date under the Supplemental
                       Deed and the Class A Note Conditions to the Note Trustee
                       in accordance with clause 3.1 is a good discharge to the
                       Trustee and the Trustee will not be liable for any


<PAGE>

                                                                               5
--------------------------------------------------------------------------------
                       act or omission or default of the Note Trustee during the
                       period it is required to make payments to the Note
                       Trustee under clause 3.1.

NOTICE OF CHANGE OF THE NOTE TRUSTEE
                 3.3   The Trustee shall forthwith give notice to the Agents of
                       any change in the person or persons acting as the Note
                       Trustee from time to time.


4      PAYMENTS
--------------------------------------------------------------------------------
PAYMENTS OF AMOUNTS DUE
                 4.1   The Trustee shall pay to or to the order of the Principal
                       Paying Agent, to such account of the Principal Paying
                       Agent as the Principal Paying Agent shall specify in U.S.
                       Dollars in same day funds, no later than 12.00pm (New
                       York time) on each Payment Date, an amount sufficient to
                       pay the interest on the Invested Amount of the Class A
                       Notes as set out in the Class A Note Conditions and any
                       principal amount due to be paid on such Payment Date in
                       respect of the Class A Notes under the Class A Note
                       Conditions and this agreement.

                       The Trustee shall, no later than 12.00pm (New York time)
                       on the second Business Day prior to each Payment Date,
                       confirm by facsimile to the Principal Paying Agent that
                       it has given the bank through which the Trustee is to
                       make such payment irrevocable instructions for such
                       payment to the Principal Paying Agent and such bank shall
                       confirm to the Principal Paying Agent by such means
                       approved by the Principal Paying Agent that such payment
                       will be made.

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

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

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

NOTIFICATION
                 4.3   The Principal Paying Agent will promptly notify each of
                       the other Agents, the Note Trustee and the Trustee if it
                       has not, by 12.00pm (New York time) on the second
                       Business Day prior to any Payment Date, received the
                       confirmation referred to in clause 4.1 above or has not,
                       by 12.00pm (New York time) on any Payment Date, received
                       in full the amount so due. In the absence of such
                       notification by the


<PAGE>

                                                                               6
--------------------------------------------------------------------------------
                       Principal Paying Agent as provided above, the London
                       Paying Agent shall be entitled:

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

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

PAYING AGENTS TO RECORD, NOTIFY PAYMENTS AND DELIVER SURRENDERED NOTES
                 4.4   Each Paying Agent must:

                       (a)   (NOTIFY CLASS A NOTE REGISTRAR) promptly notify the
                             Class A Note Registrar of each payment made by it,
                             or at its direction, to Class A Note Holders 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
                             Note Holders and provide copies of such records to
                             the Trustee, the Trust Manager, the Note Trustee or
                             the Class A Note Registrar upon request; and

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

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

NON-PAYMENT
                 4.6   (NO OBLIGATION ON PAYING AGENTS): If the 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 Paying Agents are bound to
                       make any payment in accordance with this clause 4 (but
                       may, in its discretion, make any such payment).

FULL AMOUNT NOT RECEIVED
                 4.7   If the amounts received by the Principal Paying Agent in
                       respect of the Class A Notes pursuant to clause 4.1 are
                       insufficient to satisfy all claims in respect of all
                       payments then falling due in respect of the Class A
                       Notes, the Paying Agents are not obliged to pay any such
                       claims until the Principal Paying Agent has received the
                       full amount of all such payments.


<PAGE>


                                                                               7
--------------------------------------------------------------------------------
INTEREST ON OVERDUE AMOUNTS
                 4.8   Without prejudice to clauses 4.3 and 4.7, if the
                       Principal Paying Agent pays any amounts to the Class A
                       Note Holders or to the London Paying Agent at the time
                       when it has not received payment in full in respect of
                       the relevant Class A Notes in accordance with clause 4.1
                       (the excess of the amounts so paid over the amounts so
                       received being the "SHORTFALL"), the Trustee will, in
                       addition to paying amounts due under clause 4.1, pay to
                       the Principal Paying Agent on demand, interest (at a rate
                       which represents the Principal Paying Agent's cost of
                       funding the Shortfall as evidenced to the Trustee by the
                       provision of details of the calculation of the cost of
                       funding) on the Shortfall (or the unreimbursed portion
                       thereof) until the receipt in full by the Principal
                       Paying Agent of the Shortfall.

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

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

                       (a)   so notify the Trustee, the London Paying Agent
                             and the Note Trustee; and

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

PARTIAL PAYMENTS
                 4.11  If payment of only part of the amount payable in respect
                       of a Class A Note is made (except as a result of a
                       withholding or deduction as permitted by the Class A Note
                       Conditions), the Paying Agent shall record the amount
                       paid and date of payment and such record shall, in the
                       absence of manifest error, be prima facie evidence that
                       the payment in question has not to that


<PAGE>

                                                                               8
--------------------------------------------------------------------------------
                       extent been made. The Paying Agent shall in addition
                       notify the Note Trustee of such partial payment.

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

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

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

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

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


5      EXCHANGE OF CLASS A BOOK ENTRY NOTES
--------------------------------------------------------------------------------
EXCHANGE FOR CLASS A DEFINITIVE NOTES
                 5.1   Each Class A Book Entry Note shall be exchangeable in
                       whole but not in part for Class A Definitive Notes in
                       certain limited circumstances set out in the Note Trust
                       Deed.


<PAGE>

                                                                               9
--------------------------------------------------------------------------------
NOTIFICATION
                 5.2   The Principal Paying Agent shall notify the Trustee
                       forthwith upon receipt of a notice requiring exchange for
                       Class A Definitive Notes in accordance with the
                       provisions of a Class A Book Entry Note and the aggregate
                       Invested Amount of such Class A Book Entry Note to be
                       exchanged in connection with such request.

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


6      REDEMPTION
--------------------------------------------------------------------------------
PART REDEMPTION OF NOTES ON PAYMENT DATES
                 6.1   (a)   (TRUST MANAGER TO MAKE DETERMINATIONS ETC)  No
                             later than 2 Business Days prior to each
                             Payment Date, the Trust Manager will make the
                             determinations referred to in Condition 7.9 of
                             the Class A Note Conditions in relation to that
                             Payment Date and will notify the Trustee, the
                             Note Trustee, the Principal Paying Agent, the
                             Calculation Agent, the Class A Note Registrar
                             and the London Stock Exchange of such
                             determinations.  If the Trust Manager does not
                             at any time for any reason make the
                             determinations referred to in Condition 7.9 of
                             the Class A Note Conditions it must forthwith
                             advise the Note Trustee and the Calculation
                             Agent and such determinations must be made by
                             the Calculation Agent, or failing the
                             Calculation Agent, by the Note Trustee in
                             accordance with such Condition 7.9 of the Class
                             A Note Conditions (but based on the information
                             in its possession) and each such determination
                             will be deemed to have been made by the Trust
                             Manager.

                       (b)   (NOTIFY DEPOSITORY) If any Class A Book Entry
                             Notes are outstanding, on receipt of a
                             notification under Condition 7.3 of the Class A
                             Note Conditions, the Principal Paying Agent
                             must notify the Depository of any proposed
                             redemption in accordance with the Depository's
                             applicable procedures, specifying the principal
                             amount of each Class A 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 7.3 of the Class A Note Conditions.

EARLY REDEMPTION
                 6.2   (a)   (NOTICE TO PAYING AGENT ETC): If the Trustee
                             intends to redeem all (but not some only) of
                             the Class A Notes prior to the Final Maturity
                             Date pursuant to Condition 7.3 of the Class A
                             Note Conditions, the Trust Manager will direct
                             the Trustee to give the requisite notice to the
                             Seller, the Note Trustee, the Principal Paying
                             Agent, the Class A Note Registrar, the



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                                                                              10
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                             Calculation Agent and the Class A Note Holders
                             in accordance with Condition 7.3 (as the case
                             may be) of the Class A 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
                             6.2(a), and if any Class A Book Entry Notes are
                             outstanding, notify the Depository of the
                             proposed redemption in accordance with the
                             Depository's applicable procedures, specifying
                             the Invested Amount and Stated Amount of each
                             Class A Book Entry Note to be redeemed, the
                             amount of principal to be repaid in relation to
                             each Class A Book Entry Note and the date on
                             which the Class A Book Entry Notes are to be
                             redeemed.


7      GENERAL NOTE REGISTRAR AND PAYING AGENT MATTERS
--------------------------------------------------------------------------------
NOTICES TO CLASS A NOTE HOLDERS
                 7.1   (a)   (NOTICES TO BE GIVEN BY CLASS A NOTE
                             Registrar): At the request of the Trustee, the
                             Note Trustee, the Trust Manager, the Security
                             Trustee or any other Agent, and at the expense
                             of the Trustee, the Class A Note Registrar will
                             arrange for the delivery of all notices to
                             Class A Note Holders in accordance with the
                             Class A Note Conditions.

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

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

COPIES OF DOCUMENTS FOR INSPECTION
                 7.2   The Trust Manager will provide to the Class A Note
                       Registrar sufficient copies of all documents required by
                       the Class A Note Conditions or the Note Trust Deed to be
                       available to Class A Note Holders for issue or
                       inspection.

NOTICE OF ANY WITHHOLDING OR DEDUCTION
                 7.3   If the 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 Class A Note Conditions the Trustee must give
                       notice to the Principal Paying Agent, the Note Trustee
                       and the Class A Note Holders in accordance with Condition
                       11 of the Class A Note Conditions immediately after
                       becoming aware of the requirement to make the withholding
                       or deduction and must give to the Principal Paying Agent
                       and the Note Trustee such information as they require to
                       enable each of them to comply with the requirement.


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                                                                              11
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8      COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION
--------------------------------------------------------------------------------
                       The Trustee shall supply, and the Paying Agents shall
                       hold available for inspection at their Specified Offices
                       during normal business hours, copies of all documents
                       required to be so available by the Note Trust Deed and
                       the Class A Note Conditions or the rules of the United
                       Kingdom Listing Authority.


9      DOCUMENTS AND FORMS
--------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT
                 9.1   The Trustee shall provide to the Principal Paying Agent
                       in a sufficient quantity, for distribution between the
                       Paying Agents as required by this agreement or the Class
                       A Note Conditions:

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

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

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

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

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

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

NOTES, ETC HELD BY PAYING AGENTS
                 9.3   Each Paying Agent:

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

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

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

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


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                                                                              12
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                       (e)   shall keep an inventory of all such forms and make
                             it available to the Trustee, the Note Trustee and
                             the other Paying Agent at all reasonable times.


10     RECEIPT OF NOTICES AND VOTING
--------------------------------------------------------------------------------
COPY NOTICES TO TRUSTEE
                 10.1  Promptly after the receipt by the Principal Paying Agent
                       of a demand or notice from any Class A Note Holder in
                       accordance with the Class A Note Conditions the Principal
                       Paying Agent shall forward a copy thereof to the Trustee
                       and the Note Trustee.

VOTING
                 10.2  Each Paying Agent shall, at the request of any Class A
                       Note Holder, issue Voting Certificates and/or Block
                       Voting Instructions in a form and manner which complies
                       with the provisions of schedule 2 to the Note Trust Deed
                       in respect of the Trust (except that it shall not be
                       required to issue the same less than 48 hours before the
                       time fixed for any meeting or adjourned meeting of the
                       Class A Note Holders) and shall forthwith give to the
                       Trustee and the Note Trustee, by facsimile transmission,
                       notice of any revocation of or amendment to any Block
                       Voting Instruction. Each Paying Agent shall keep a full
                       and complete record of all Voting Certificates and Block
                       Voting Instructions issued by it and shall deliver to the
                       Trustee at its registered office (or such other place as
                       the Trustee shall have designated or approved for the
                       purpose), not less than 24 hours before the time
                       appointed for any meeting or adjourned meeting, full
                       particulars of all Voting Certificates and Block Voting
                       Instructions issued by it in respect of such meeting or
                       adjourned meeting. Forms for this purpose shall be made
                       available to the Principal Paying Agent by the Note
                       Trustee at the expense of the Trustee for distribution to
                       the London Paying Agent.


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

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

NOTICE
                 11.3  The Calculation Agent shall, as soon as practicable after
                       their determination or calculation (or on such earlier
                       date as the London Stock Exchange or the United Kingdom
                       Listing Authority may require,


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                                                                              13
--------------------------------------------------------------------------------
                       for so long as the Class A Notes are listed on the London
                       Stock Exchange) notify the Trustee, the Trust Manager,
                       the Currency Swap Providers, the Note Trustee, the Paying
                       Agents and the London Stock Exchange (for so long as the
                       Class A Notes are listed on the London Stock Exchange)
                       of, inter alia, each Interest Rate, Interest Amount,
                       Principal Amount and Payment Date and all other amounts,
                       rates and dates which it is obliged to determine or
                       calculate under the Class A Note Conditions and of any
                       subsequent amendment thereto pursuant to the Class A Note
                       Conditions. The Calculation Agent will publish the same
                       in accordance with the Class A Note Conditions.

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

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

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


12     DUTIES OF THE CLASS A NOTE REGISTRAR
--------------------------------------------------------------------------------
CLASS A NOTE REGISTER TO BE KEPT
                 12.1  The Class A Note Registrar must keep a register, at one
                       of its Specified Offices, in which, subject to such
                       reasonable regulations as the Class A Note Registrar may
                       prescribe, the Class A Note Registrar must keep a full
                       and complete record of:

                       (a)   (CLASS A NOTE HOLDER DETAILS): the name, address
                             and, where applicable, taxation, social security or
                             other identifying number of each Class A Note



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                                                                              14
--------------------------------------------------------------------------------
                             Holder, the details of the account to which any
                             payments due to the Class A Note Holder are to be
                             made in each case as notified by that Class A Note
                             Holder 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;

                       (d)   (PRINCIPAL): the Invested Amount and the Stated
                             Amount of each Class A Note from time to time;

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

TRANSFER OR EXCHANGE OF CLASS A NOTES
                 12.2  Class A Notes held by a Class A Note Holder may be
                       transferred or may be exchanged for other Class A Notes
                       in any authorised denominations and a like Invested
                       Amount, provided in each case that the requirements of
                       Section 8-401(a) of the UCC are met, by that Class A Note
                       Holder 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 the Class A
                             Notes or otherwise in a form satisfactory to
                             the Class A Note Registrar duly executed by the
                             Class A Note Holder, or its attorney duly
                             authorised in writing, with such signature
                             guaranteed by an "eligible guarantor
                             institution" meeting the requirements of the
                             Class A Note Registrar which requirements
                             include membership of, or participation in,
                             STAMP or such other "signature guarantee
                             program" as may be determined by the Class A
                             Note Registrar in addition to, or in
                             substitution for, STAMP, all in accordance with
                             the Exchange Act; and

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

                       to the Class A Note Registrar at the Specified Office of
                       the Class A Note Registrar.

REPLACEMENT OF LOST OR MUTILATED CLASS A NOTES
                 12.3  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 denominations, and a like
                       Invested Amount, upon surrender to the Class A Note
                       Registrar of the Class A Notes to be replaced (where the
                       Class A Notes have been mutilated or defaced) at the
                       Specified Office of the Class A Note Registrar, the
                       provision of such evidence and indemnities as the Class A
                       Note Registrar or the Trustee may


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                                                                              15
--------------------------------------------------------------------------------
                       reasonably require and payments of the Class A Note
                       Registrar's and the Trustee's expenses incurred, and any
                       tax or governmental charge that may be imposed, in
                       connection with such replacement.

OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF CLASS A NOTES
                 12.4  Subject to this agreement, upon compliance by the
                       relevant Class A Note Holder with the provisions of
                       clauses 12.2 or 12.3, as applicable, in relation to the
                       transfer, exchange or replacement of any Class A Notes:

                       (a)   (ADVISE TRUSTEE): the Class A Note Registrar must
                             within 3 Business Days so advise the Trustee and
                             the Note Trustee (if it is not the Class A 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 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 Note Holder 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 Invested Amount as
                             those Class A Notes (in each case as specified
                             by the Class A 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 Class A Note
                             Registrar) deliver those Class A Notes to the
                             Class A Note Registrar; and

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

NO CHARGE FOR TRANSFER OR EXCHANGE
                 12.5  No service charge may be made to a Class A Note Holder
                       for any transfer or exchange of Class A Notes, but the
                       Class A Note Registrar may require payment by the Class A
                       Note Holder 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.

RESTRICTED PERIOD
                 12.6  Notwithstanding the preceding provisions of this clause
                       12, the Class A Note Registrar need not register
                       transfers or exchanges of Class A Notes, and the Trustee
                       is not required to execute nor the Note Trustee to
                       authenticate any Class A Notes, for a period of 30 days
                       preceding the due date 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 the Class A Note Holders, which includes Class
                       A Note Holders, under the Master Trust Deed or prior to
                       any meeting of Voting Secured Creditors, which includes
                       Class A Note Holders, under the Global Master Security
                       Trust Deed.


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                                                                              16
--------------------------------------------------------------------------------
CANCELLATION OF CLASS A NOTES
                 12.7  The Class A Note Registrar must cancel or destroy all
                       Class A Notes that have been surrendered to it for
                       transfer, exchange or replacement (including any Class A
                       Book Entry Notes surrendered pursuant to the Note Trust
                       Deed) or surrendered to a Paying Agent for redemption and
                       delivered to the Class A Note Registrar and must, upon
                       request, provide a certificate to the Trustee, the Note
                       Trustee or the Trust Manager with the details of all such
                       Class A Notes so cancelled or destroyed. Each Paying
                       Agent must cancel and deliver any Class A Notes
                       surrendered to it for cancellation or destruction to the
                       Class A Note Registrar under this clause.

PROVISION OF INFORMATION AND INSPECTION OF REGISTER
                 12.8  The Class A Note Registrar must:

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

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

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

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

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

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

NON-RECOGNITION OF EQUITABLE INTERESTS
                 12.10 Except as required by statute or as ordered by a court of
                       competent jurisdiction, no notice of any trust, whether
                       express, implied or constructive, is to be entered in the
                       Class A Note Register and except as otherwise provided in
                       any Transaction Document, or required by statute or
                       ordered by a court of competent jurisdiction, none of the
                       Class A Note Registrar, the Note Trustee, the Trustee,
                       the Trust Manager or any other Agent is to be affected by
                       or compelled to recognise (even when having notice of it)
                       any right or interest in any


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                                                                              17
--------------------------------------------------------------------------------
                       Class A Notes other than the registered Class A Note
                       Holder's absolute right to the entirety of them and the
                       receipt of a registered Class A Note Holder is a good
                       discharge to the Trustee, the Trust Manager, the Note
                       Trustee and each Agent.

RECTIFICATION OF CLASS A NOTE REGISTER
                 12.11 If:

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

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

                       (c)   (WRONG ENTRY EXISTS): an entry wrongly exists
                             in the Class A Note Registrar;

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

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

                       then the Class A Note Registrar may rectify the same.


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

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

NO INSTRUCTIONS
                 13.3  Subject to the terms of this agreement, where
                       instructions of the Trustee are expressly required for
                       the Agent to take action under this agreement, in the
                       absence of instructions from the Trustee, no Agent is
                       required to take any action but may exercise its rights,
                       powers and discretions as it sees fit provided it does so
                       in good faith. Except where this agreement otherwise
                       expressly provides, no Agent need


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                                                                              18
--------------------------------------------------------------------------------
                       consult with the Trustee before exercising a right, power
                       or discretion under this agreement.

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

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

RELIANCE
                 13.6  Each Agent is protected and will incur no liability for
                       or in respect of any action taken, omitted or suffered by
                       it in reliance upon any instruction, request or order
                       from the Trustee or the Trust 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
                       property party or parties.

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

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

ACCEPT DEPOSITS ETC
                 13.9  Without any liability to account to a Class A Note Holder
                       or any other person each Agent may accept deposits from,
                       lend money to, assume liabilities in relation to and
                       generally engage in any kind of banking, trust or other
                       business with, the Trustee as if it were not an Agent and
                       may accept fees and other consideration from the Trustee
                       for services in connection with this agreement or any
                       other arrangement without having to account for them to a
                       Class A Note Holder or another person.


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                                                                              19
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DEALING WITH MONEY
                 13.10 Each Agent is entitled to deal with money paid to it
                       under this agreement in the same manner as other money
                       paid to it as banker by its customers except that:

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

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

INCOME TAX RETURNS
                 13.11 The Principal Paying Agent will deliver to each Class A
                       Note Holder such information as may be reasonably
                       required to enable such Class A Note Holder to prepare
                       its federal and state income tax returns.

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

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

                       (b)   (CLASS A DEFINITIVE NOTES) who is the
                             registered owner of any Class A Definitive Note
                             as recorded in the Class A Note Register as the
                             absolute owner or owners of that Class A
                             Definitive Note (whether or not that Class A
                             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 Class A Book Entry
                             Note in respect of any Note is no longer
                             outstanding but Class A Definitive Notes in
                             respect of the Notes have not been issued, is
                             for the time being the Note Trustee, as the
                             person entrusted with the receipt of principal
                             or interest, as applicable, on behalf of the
                             relevant Class A Note Holders,

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

NOTE OR DOCUMENT BELIEVED TO BE GENUINE
                 13.13 Each of the Agents shall be protected and shall incur no
                       liability for or in respect of any action taken or
                       omitted or thing suffered by it in reliance upon any Note
                       or other document or any communication,


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                                                                              20
--------------------------------------------------------------------------------
                       certification, instruction, request or order reasonably
                       believed by it to be genuine and to have been delivered,
                       sent or signed by the proper parties.

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

COMMUNICATION BETWEEN THE PARTIES
                 13.15 A copy of all communications relating to the subject
                       matter of this agreement between the Trustee or the Note
                       Trustee and the Class A Note Holders and the London
                       Paying Agent shall be sent to the Principal Paying Agent
                       by the London Paying Agent.

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

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

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

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

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


<PAGE>


                                                                              21
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                       If the appointment of the Principal Paying Agent
                       terminates, the Principal Paying Agent shall, on the date
                       on which that termination takes effect, pay to the
                       successor Principal Paying Agent any amount held by it
                       for payment of principal or interest in respect of any
                       Note, and shall deliver to the successor Principal Paying
                       Agent all records maintained by it pursuant to this
                       agreement and all documents (including any Class A
                       Definitive Notes) held by it.

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

TERMINATION OF APPOINTMENT
                 13.18 The appointment of any Agent shall forthwith
                       terminate if at any time:

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

                       (b)   the Agent ceases to conduct business; or

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

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

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

MERGER
                 13.20 Any corporation into which any Agent or its agency
                       business may be merged, sold or converted or any
                       corporation with which such Agent may be consolidated or
                       any corporation resulting from any merger, conversion or
                       consolidation to which such Agent shall be a party shall,
                       to the extent permitted by applicable law, be the
                       successor Agent


<PAGE>

                                                                              22
--------------------------------------------------------------------------------
                       under this agreement without any further formality.
                       Notice of any such merger, conversion or consolidation
                       shall forthwith be given by that Agent to the Trustee,
                       the Trust Manager, Note Trustee and the other Agents.

NOTICE TO CLASS A NOTE HOLDER
                 13.21 The Trust Manager on behalf of the 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 Note Holders notice of the
                       termination, appointment or resignation in accordance
                       with Condition 11 of the Class A Note Conditions (in the
                       case of a termination under clause 13.18 at the cost of
                       the outgoing Agent). Notwithstanding clause 13.18,
                       neither the termination of the appointment of an Agent,
                       nor the resignation of an Agent, will take effect until
                       notice thereof is given to the Class A Note Holders in
                       accordance with this clause 13.21.

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

                 13.23 Anything in this agreement to the contrary
                       notwithstanding, in no event shall the 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 to the possibility thereof and
                       regardless of the form of action in which such damages
                       are sought.


14     STAMP DUTIES AND INDEMNITIES
--------------------------------------------------------------------------------
STAMP DUTIES
                 14.1  The Trustee agrees to pay any and all stamp and other
                       documentary taxes or duties which may be payable in the
                       Commonwealth of Australia, the Australian Capital
                       Territory, New South Wales, the United States and the
                       United Kingdom by the Paying Agents or the


<PAGE>

                                                                              23
--------------------------------------------------------------------------------
                       Note Trustee in connection with the execution, delivery,
                       performance and enforcement of this agreement.

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

INDEMNITY BY AGENTS
                 14.3  Each Agent severally shall indemnify the Trustee and the
                       Trust Manager against any loss, liability, cost, claim,
                       action, demand or expense (including, but not limited to,
                       all reasonable costs, charges and expenses paid or
                       incurred in disputing or defending any of the foregoing,
                       but in no event punitive, indirect or special damages or
                       loss of profits) that the Trustee or the Trust Manager
                       may incur or that may be made against it as a result of
                       such Agent's fraud, gross negligence or wilful default or
                       that of its officers, employees or agents.


15     COMMISSIONS AND EXPENSES
--------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT
                 15.1  In consideration of the Principal Paying Agent and the
                       other Agents performing their functions and duties under
                       this agreement and the other Transaction Documents, the
                       Note Trustee shall, out of the fee payable to it in
                       accordance with clause 10.1 of the Note Trust Deed, pay a
                       fee to each Agent, in an amount and calculated in such
                       manner as may be agreed between the Note Trustee and the
                       relevant Agent from time to time. If an Agent resigns
                       under this agreement (but not if it is removed or its
                       appointment is terminated in accordance with clause
                       13.18), the Note Trustee must refund to the Trustee their
                       portion of the fee (if any) which relates to the period
                       which the relevant Agent's resignation is effective.

                 15.2  The Note Trustee shall also, on each Payment Date,
                       receive an amount representing indemnification for any
                       reasonable out-of-pocket expenses (if any) incurred by
                       each Agent in connection with this agreement and each
                       Agent's supply of services.

                 15.3  Amounts paid to the Note Trustee under this clause 15
                       will be paid in accordance with and are limited to the
                       order of payment set out in clauses 15.8 and 15.18 of the
                       Supplemental Deed.

OTHER AGENTS
                 15.4  The Note Trustee will make payment of the fees and
                       commissions due hereunder to each Agent and will
                       reimburse their expenses promptly after the receipt of
                       the relevant moneys. Neither the Trustee, nor the


<PAGE>

                                                                              24
--------------------------------------------------------------------------------
                       Trust Manager shall be responsible for any such payment
                       or reimbursement by the Note Trustee to each Agent.

                 15.5  If an Agent resigns or its appointment is terminated
                       under this agreement, the fee payable to the Note Trustee
                       will be reduced by an amount which fairly represents the
                       fee that would be otherwise separately payable to that
                       Agent.


16     TRUSTEE'S LIMITATION OF LIABILITY
--------------------------------------------------------------------------------
LIMITATION ON TRUSTEE'S LIABILITY
                 16.1  The Trustee enters into agreement only in its capacity as
                       trustee of the Trust and in no other capacity. A
                       liability incurred by the Trustee arising under or in
                       connection with agreement or the Trust is limited to and
                       can be enforced against the Trustee only to the extent to
                       which it can be satisfied out of Assets of the Trust out
                       of which the Trustee is actually indemnified for the
                       liability. This limitation of the Trustee's liability
                       applies despite any other provision of agreement (other
                       than clause 16.3) and extends to all liabilities and
                       obligations of the Trustee in any way connected with any
                       representation, warranty, conduct, omission, agreement or
                       transaction related to this agreement or the Trust.

CLAIMS AGAINST TRUSTEE
                 16.2  The parties other than the Trustee may not sue the
                       Trustee in any capacity other than trustee of the Trust,
                       including seeking the appointment of a receiver (except
                       in relation to the Assets of the Trust), or a liquidator,
                       an administrator or any similar person to the Trustee or
                       prove in any liquidation, administration or arrangements
                       of or affecting the Trustee (except in relation to the
                       Assets of the Trust)

BREACH OF TRUST
                 16.3  The provisions of this clause 16 limiting the Trustee's
                       liability will not apply to any obligation or liability
                       of the Trustee to the extent that it is not satisfied
                       because under this agreement or any other Transaction
                       Document in relation to the Trust or by operation of law
                       there is a reduction in the extent of the Trustee's
                       indemnification out of the Assets of the Trust, as a
                       result of the Trustee's fraud, gross negligence or wilful
                       default.

ACTS OR OMISSIONS
                 16.4  It is acknowledged that the Relevant Parties are
                       responsible under this agreement and the other
                       Transaction Documents in relation to the Trust for
                       performing a variety of obligations relating to the
                       Trust. No act or omission of the Trustee (including any
                       related failure to satisfy its obligations or breach of
                       representation or warranty under this agreement) will be
                       considered fraud, gross negligence or wilful default for
                       the purpose of clause 16.3 if and to the extent the act
                       or omission was caused or contributed to by any failure
                       by any Relevant Party or any other person appointed by
                       the Trustee under any Transaction Document (other than a
                       person whose acts or omissions the Trustee is liable for
                       in accordance with any Transaction Document) to fulfil
                       its obligations relating to the Trust or by any other act
                       or omission of any


<PAGE>

                                                                              25
--------------------------------------------------------------------------------
                       Relevant Party or any other such person regardless of
                       whether or not the act or omission is purported to be
                       done on behalf of the Trustee.

                 16.5  No attorney, agent, receiver or receiver and manager
                       appointed in accordance with this agreement or any other
                       Transaction Document has authority to act on behalf of
                       the Trustee in a way that exposes the Trustee to any
                       personal liability, and no act or omission of any such
                       person will be considered fraud, gross negligence or
                       wilful default of the Trustee for the purpose of clause
                       16.3.

                 16.6  The Trustee is not obliged to do anything or refrain from
                       doing anything under or in connection with this agreement
                       (including incur a liability) unless the Trustee's
                       liability is limited in the same manner as set out in
                       this clause.


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

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

                       (b)   must be in writing; and

                       (c)   must be left at the address of the addressee or
                             sent by prepaid ordinary post to the address of the
                             addressee or sent by facsimile to the facsimile
                             number of the addressee specified in clause 17.2
                             (or as are notified by a party to each other party
                             pursuant to this agreement).

INITIAL ADDRESSES
                 17.2  The initial address and facsimile numbers of the Trustee,
                       the Trust Manager, the Principal Paying Agent, the
                       Calculation Agent, the Class A Note Registrar, the London
                       Paying Agent and the Note Trustee are set out in the
                       schedule to this agreement.

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

RECEIPT
                 17.4  A communication is taken to be received:

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

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


<PAGE>

                                                                              26
--------------------------------------------------------------------------------
                       However, if the time of deemed receipt of any notice is
                       not before 4.00 p.m. (local time at the address of the
                       recipient) on a Business Day it is deemed to have been
                       received at the commencement of business on the next
                       following Business Day.

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

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


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

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

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

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


<PAGE>

                                                                              27
--------------------------------------------------------------------------------
APPROVALS AND CONSENT
                 18.5  The parties to this agreement or an attorney appointed
                       under this agreement may give conditionally or
                       unconditionally or withhold their approval or consent in
                       their absolute discretion, unless this agreement
                       expressly provides otherwise.

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

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

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

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

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

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

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

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

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


<PAGE>

                                                                              28
--------------------------------------------------------------------------------
RIGHTS CUMULATIVE
                 18.13 The rights, powers and remedies provided in this
                       agreement are cumulative and not exclusive of the rights,
                       powers or remedies provided by law independently of this
                       agreement.

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

LIMITATION OF NOTE TRUSTEE'S LIABILITY
                 18.15 The Note Trustee is a party to this agreement in its
                       capacity as trustee of the Note Trust. The liability of
                       the Note Trustee under this agreement is limited in the
                       manner and to the same extent as under the Note Trust
                       Deed.


19     AMENDMENT
--------------------------------------------------------------------------------
                       This agreement may be amended by the Trustee, the Note
                       Trustee and the Agents without the consent of any holder
                       of Notes if the amendment:

                       (a)   is in the opinion of the Note Trustee made to
                             correct a manifest error or is of a formal,
                             technical or administrative nature; or

                       (b)   is considered by the Note Trustee not to be
                             materially prejudicial to the interests of the
                             Class A Note Holders.

                       Any amendment must be notified to each Designated Rating
                       Agency.


20     GOVERNING LAW AND SUBMISSION TO JURISDICTION
--------------------------------------------------------------------------------
GOVERNING LAW
                 20.1  This agreement is governed by the law in force in New
                       South Wales and the rights, liabilities and obligations
                       of the parties to this agreement are governed by the laws
                       in force in New South Wales.

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


<PAGE>

                                                                              29
--------------------------------------------------------------------------------
SERVICE
                 20.3  Without preventing any other mode of service, any
                       document in an action (including, without limitation, any
                       writ of summons or other originating process or any third
                       or other party notice) may be served on any party by
                       being delivered to or left for that party at its address
                       for service of notices under clause 17.


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

EXECUTED as an agreement.


<PAGE>

                                                                              30
--------------------------------------------------------------------------------
SCHEDULE               INITIAL CONTACT DETAILS
--------------------------------------------------------------------------------

                       TRUSTEE

                       Address:      Level 3
                                     39 Hunter Street
                                     Sydney   NSW   2000
                       Attention:    Manager, Securitisation
                       Facsimile:    (02) 9221 7870

                       TRUST MANAGER

                       Address:      Level 6
                                     530 Collins Street
                                     Melbourne  VIC  3000
                       Attention:    Manager, Primary Markets Group
                       Facsimile:    (61 3) 9273 3539

                       NOTE TRUSTEE

                       Address:      101 Barclay Street, 21W
                                     New York
                                     New York 10286
                       Attention:    Global Structured Products Unit
                       Facsimile:    (212) 815 3522

                       CLASS A NOTE REGISTRAR

                       Address:      101 Barclay Street, 21W
                                     New York
                                     New York 10286
                       Attention:    Global Structured Products Unit
                       Facsimile:    (212) 815 3522

                       PRINCIPAL PAYING AGENT and CALCULATION AGENT

                       Address:      101 Barclay Street, 21W
                                     New York
                                     New York 10286
                       Attention:    Global Structured Products Unit
                       Facsimile:    (212) 815 3522

                       LONDON PAYING AGENT

                       Address:      48th Floor
                                     One Canada Square
                                     London  E14  5AL
                       Attention:    Global Structured Products Unit
                       Facsimile:    44 027 964 6061





<PAGE>

                                                                              31
--------------------------------------------------------------------------------
EXECUTION PAGE
--------------------------------------------------------------------------------

TRUSTEE

SIGNED by                           )
as attorney for PERPETUAL TRUSTEE   )
COMPANY LIMITED in the presence of: )

                                    )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )
Name of witness (block letters)     )
                                    )
 .................................   )
Address of witness                  )      .................................
                                    )      By executing this agreement the
 .................................   )      attorney states that the
Occupation of witness               )      attorney has received no notice
                                    )      of revocation of the power of
                                           attorney

GLOBAL TRUST MANAGER

SIGNED by                           )
on behalf of ANZ CAPEL COURT        )
LIMITED                             )
in the presence of:                 )
                                    )
                                    )
 .................................   )
Signature of witness                )
                                    )
 .................................   )      .................................
Name of witness (block letters)     )      By executing this agreement the
                                    )      signatory states that the
 .................................   )      signatory has received no notice
Address of witness                  )      of revocation of the authority
                                    )      under which this agreement is
 .................................   )      executed
Occupation of witness               )


<PAGE>

                                                                              32
--------------------------------------------------------------------------------
NOTE TRUSTEE, CLASS A NOTE REGISTRAR, PRINCIPAL PAYING AGENT AND CALCULATION
AGENT

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





LONDON PAYING AGENT

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