<PAGE>

                                                                   EXHIBIT 4.8

        ------------------------------------
          DATED                       2001

           HOMESIDE MORTGAGE SECURITIES
                   TRUST 2001-1
                 AGENCY AGREEMENT


         PERPETUAL TRUSTEE COMPANY LIMITED
                ("ISSUER TRUSTEE")
         HOMESIDE GLOBAL MBS MANAGER, INC.
             ("GLOBAL TRUST MANAGER")
                        AND
          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
         KREDIETBANK S.A. LUXEMBOURGEOISE
            ("LUXEMBOURG PAYING AGENT")




             MALLESONS STEPHEN JAQUES
                    Solicitors

              Governor Phillip Tower
                  1 Farrer Place
                  Sydney NSW 2000
            Telephone (61 2) 9296 2000
               Fax (61 2) 9296 3999
                   DX 113 Sydney
                   Ref: SRF:CD3

          -C-Mallesons Stephen Jaques


<PAGE>

                                                                           (i)
------------------------------------------------------------------------------
CONTENTS         HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 AGENCY AGREEMENT
------------------------------------------------------------------------------
<TABLE>
<S>                       <C>
                 1        DEFINITIONS AND INTERPRETATION                                        2

                          Definitions Schedule                                                  2
                          Definitions                                                           3

                 2        APPOINTMENT OF AGENTS                                                 4

                          Appointment of Agents                                                 4
                          Acceptance of appointment                                             4
                          Representation by each Agent                                          4
                          Additional Agents                                                     5

                 3        THE NOTE TRUSTEE                                                      5

                          Agents to act for Note Trustee                                        5
                          Good Discharge to Issuer Trustee                                      5
                          Notice of change of the Note Trustee                                  6

                 4        PAYMENTS                                                              6

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

                 5        EXCHANGE OF CLASS A BOOK ENTRY NOTES                                 10

                          Exchange for Class A Definitive Notes                                10
                          Notification                                                         10
                          Outstanding amount                                                   10

                 6        REDEMPTION                                                           10

                          Part Redemption of Notes on Payment Dates                            10
                          Early Redemption                                                     11

                 7        GENERAL NOTE REGISTRAR AND PAYING AGENT MATTERS                      11

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

                 8        COPIES OF DOCUMENTS AVAILABLE FOR INSPECTION                         12


                 9        DOCUMENTS AND FORMS                                                  12

                          Principal Paying Agent                                               12


<PAGE>
                                                                          (ii)
------------------------------------------------------------------------------
                          Notes, etc held by Paying Agents                                     12

                 10       RECEIPT OF NOTICES AND VOTING                                        13

                          Copy notices to Issuer Trustee                                       13
                          Voting                                                               13

                 11       DUTIES OF CALCULATION AGENT                                          13

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

                 12       DUTIES OF THE CLASS A NOTE REGISTRAR                                 15

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

                 13       RELATIONSHIP                                                         18

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

                 14       STAMP DUTIES AND INDEMNITIES                                         24

                          Stamp duties                                                         24
                          Indemnity by Issuer Trustee                                          24

<PAGE>
                                                                         (iii)
------------------------------------------------------------------------------
                          Indemnity by Agents                                                  24

                 15       COMMISSIONS AND EXPENSES                                             24

                          Principal Paying Agent                                               24
                          Other Agents                                                         25

                 16       ISSUER TRUSTEE'S LIMITATION OF LIABILITY                             25


                 17       NOTICES                                                              25

                          Form                                                                 25
                          Initial addresses                                                    25
                          Time effective                                                       25
                          Receipt                                                              25

                 18       MISCELLANEOUS                                                        26

                          Certificate                                                          26
                          Exercise of rights                                                   26
                          Waiver and variation                                                 26
                          Supervening legislation                                              26
                          Approvals and consent                                                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>

                                                                               2
--------------------------------------------------------------------------------
                    HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                    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 HomeSide Mortgage Securities Trust 2001-1
                    ("ISSUER TRUSTEE")
                    HOMESIDE GLOBAL MBS MANAGER, INC. having an office at
                    7301 Baymeadows Way, Jacksonville, Florida, United States
                    of America("GLOBAL 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
                    KREDIETBANK S.A. LUXEMBOURGEOISE having its registered
                    office at 43 Boulevard Royal, L-2955 Luxembourg ("LUXEMBOURG
                    PAYING AGENT")

RECITALS:

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

               B.   The Issuer 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 called "HomeSide
                    Mortgage Securities Trusts Definitions Schedule" dated 3
                    January 2001 and made between the companies described in
                    schedule 1 to that deed.

                    SUPPLEMENTAL DEED means the deed entitled "HomeSide Mortgage
                    Securities Trust 2001-1 Supplemental Deed" dated on or about
                    the

<PAGE>

                                                                               3
--------------------------------------------------------------------------------
                    date of this agreement between the Global Trust Manager,
                    the Issuer Trustee and others.

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

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

DEFINITIONS

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

                    AGENT means a several reference to each Paying Agent, 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.

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

                    PRINCIPAL PAYING AGENT means The Bank of New York, New York
                    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 HomeSide Mortgage Securities Trust 2001-1.

<PAGE>

                                                                               4
--------------------------------------------------------------------------------
2        APPOINTMENT OF AGENTS
------------------------------------------------------------------------------
APPOINTMENT OF AGENTS

               2.1  The Issuer Trustee:

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

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

                    (c)  at the direction of the Global 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 Global 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 Issuer 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 Issuer Trustee for notices to be
                               communicated to the Class A Noteholders; 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>

                                                                               5
--------------------------------------------------------------------------------
ADDITIONAL AGENTS

               2.4  The Issuer 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 the 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 Issuer Trustee and each
                         Agent, require each Agent thereafter as far as
                         permitted by any applicable law and until notified by
                         the Note Trustee to the contrary:

                         (i)   to act as an agent of the Note Trustee under the
                               Note Trust Deed and the 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 Issuer 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 ISSUER TRUSTEE

               3.2  The payment by or on behalf of the Issuer Trustee of its
                    payment obligations on each Payment Date under the
                    Supplemental Deed and the Class A Note Conditions to the
                    Note Trustee in accordance with

<PAGE>

                                                                               6
--------------------------------------------------------------------------------
                    clause 3.1 is a good discharge to the Issuer Trustee and
                    the Issuer Trustee will not be liable for any act or
                    omission or default of the Note Trustee during the period
                    it is required to make payments to the Note Trustee under
                    clause 3.1.

NOTICE OF CHANGE OF THE NOTE TRUSTEE

               3.3  The Issuer 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 Issuer Trustee shall pay to or to the order of the
                    Paying Agents, to such account of the Paying Agents as the
                    Paying Agents shall specify in U.S. Dollars in same day
                    funds, no later than 10.00am (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 be paid on
                    such Payment Date in respect of the Class A Notes under the
                    Class A Note Conditions and this agreement.

                    The Issuer Trustee shall, no later than 10.00am (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 Issuer
                    Trustee is to make such payment irrevocable instructions
                    for such payment to the Paying Agents and such bank shall
                    confirm to the Principal Paying Agent by such means
                    approved by the Paying Agents that such payment will be
                    made.

PAYMENTS BY PAYING AGENTS

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

                    (a)  subject to paragraph (b), pay or cause to be paid to
                         the Class A Noteholders on behalf of the Issuer 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 Issuer Trustee if it
                    has not, by 10.00 am (New York time) on the second Business
                    Day prior to any Payment Date, received the confirmation
                    referred to in clause 4.1

<PAGE>

                                                                               7
--------------------------------------------------------------------------------
                    above or has not, by 10.00 am (New York time) on any
                    Payment Date, received in full the amount so due. In the
                    absence of such notification by the Principal Paying Agent
                    as provided above, each of the Paying Agents shall be
                    entitled:

                    (a)  to pay the interest on, and the principal of, the 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 a
                         its direction, to Class A Noteholders in respect of the
                         Class A Notes;

                    (b)  (RECORDS) keep a full and complete record of each
                         payment made by it, or at its direction, to Class A
                         Noteholders and provide copies of such records to the
                         Issuer Trustee, the Global 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 each Paying Agent
                    shall pay or cause to be paid all amounts due in respect of
                    the Class A Notes on behalf of the Issuer Trustee in the
                    manner provided in the Class A Note Conditions. If any
                    payment provided for in clause 4.1 is made late but
                    otherwise in accordance with the provisions of this
                    agreement, the Paying Agents shall nevertheless make
                    payments in respect of the Class A Notes following receipt
                    by the Principal Paying Agent of such payment.

NON-PAYMENT

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

<PAGE>

                                                                               8
--------------------------------------------------------------------------------
                    claims until the Principal Paying Agent has received the
                    full amount of all such payments.

INTEREST ON OVERDUE AMOUNTS

               4.8  Without prejudice to clauses 4.3 and 4.7, if the Principal
                    Paying Agent pays any amounts to the Class A Noteholders or
                    to any other 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 Issuer Trustee will, in addition to paying
                    amounts due under clause 4.1, pay to the Principal Paying
                    Agent on demand interest (at a rate which represents the
                    Principal Paying Agent's cost of funding the Shortfall as
                    evidenced to the Issuer Trustee by the provision of details
                    of the calculation of the cost of funding) on the Shortfall
                    (or the unreimbursed portion thereof) until the receipt in
                    full by the Principal Paying Agent of the Shortfall.

REIMBURSE OTHER AGENTS

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

LATE PAYMENT

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

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

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

PARTIAL PAYMENTS

               4.11 If payment of only part of the amount payable in respect of
                    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 to whom the Class A Note is presented shall
                    procure that such Class A Note is enfaced with a memorandum
                    of the amount paid and date of payment

<PAGE>

                                                                               9
--------------------------------------------------------------------------------
                    and such record shall, in the absence of manifest error,
                    be prima facie evidence that the payment in question has
                    not to that extent been made. The Paying Agent shall in
                    addition notify the Note Trustee of such partial payment.

DEDUCTIONS

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

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

UNPAID MONEY

               4.13 If any 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 Conditions, the Principal Paying
                    Agent shall promptly repay to the Issuer Trustee the amount
                    received by the Principal Paying Agent (if any) which would
                    have been due on such 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 Issuer Trustee of its payment obligations
                    under the Supplemental Deed on each Payment Date to the
                    Counterparties under the Currency Swaps will be a good
                    discharge of its corresponding obligations under this clause
                    4.

<PAGE>

                                                                              10
--------------------------------------------------------------------------------
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.

NOTIFICATION

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

6        REDEMPTION
------------------------------------------------------------------------------
PART REDEMPTION OF NOTES ON PAYMENT DATES

               6.1  (a) (GLOBAL TRUST MANAGER TO MAKE DETERMINATIONS ETC) No
                        later than 2 Business Days prior to each Payment
                        Date, the Global Trust Manager will make the
                        determinations referred to in Condition 7.11 of the
                        Class A Note Conditions in relation to that Payment
                        Date and will notify the Issuer Trustee, the Note
                        Trustee, the Principal Paying Agent, the Calculation
                        Agent, the Class A Note Registrar and the Luxembourg
                        Stock Exchange of such. If the Global Trust Manager
                        does not at any time for any reason make the
                        determinations referred to in Condition 7.11 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 7.11 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 Global 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.

<PAGE>

                                                                              11
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EARLY REDEMPTION

               6.2  (a) (NOTICE TO PAYING AGENT ETC): If the Issuer Trustee
                        intends to redeem all (but not some only) of the
                        Class A Notes prior to the Final Maturity Date
                        pursuant to Condition 7.3 of the Class A Note
                        Conditions, the Global Trust Manager will direct the
                        Issuer Trustee to give the requisite notice to the
                        Seller, the Note Trustee, the Principal Paying Agent,
                        the Class A Note Registrar, the Calculation Agent and
                        the Class A Noteholders in accordance with Condition
                        7.3 (as the case may be) of the Class A Note
                        Conditions and stating the date on which such 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 NOTEHOLDERS

               7.1  (a) (NOTICES TO BE GIVEN BY CLASS A NOTE REGISTRAR): At the
                        request of the Issuer Trustee, the Note Trustee, the
                        Global Trust Manager, the Security Trustee or any
                        other Agent, and at the expense of the Issuer
                        Trustee, the Class A Note Registrar will arrange for
                        the delivery of all notices to Class A Noteholders 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 Noteholders 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
                    Issuer Trustee, the Note Trustee, the Global Trust Manager,
                    the Security Trustee or any other Agent pursuant to this
                    clause 7.1.

COPIES OF DOCUMENTS FOR INSPECTION

               7.2  The Global Trust Manager will provide to 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 Noteholders for issue or inspection.

NOTICE OF ANY WITHHOLDING OR DEDUCTION

               7.3  If the Issuer Trustee or any Paying Agent is, in respect of
                    any payment in respect of the Class A Notes, compelled to
                    withhold or deduct any

<PAGE>

                                                                              12
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                    amount for or on account of any taxes, duties or charges
                    as contemplated by Condition 8.4 of the Class A Note
                    Conditions the Issuer Trustee must give notice to the
                    Principal Paying Agent, the Note Trustee and the Class A
                    Noteholders in accordance with Condition 11 of the Class
                    A Note Conditions immediately after becoming aware of the
                    requirement to make the withholding or deduction and must
                    give to the Principal Paying Agent and the Note Trustee
                    such information as they require to enable each of them
                    to comply with the requirement.

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

9        DOCUMENTS AND FORMS
------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT

               9.1  The Issuer Trustee shall provide to the Principal Paying
                    Agent in a sufficient quantity, for distribution among the
                    Paying Agents as required by this agreement or the Class A
                    Note Conditions:

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

                         (i)   such Class A Definitive Notes, duly executed on
                               behalf of the Issuer 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 Global Trust Manager shall provide to the Principal
                    Paying Agent in a sufficient quantity, for distribution
                    among the Paying Agents as required by this agreement or the
                    Class A Note Conditions, all documents to be available for
                    inspection during business hours (and the Paying Agents
                    shall make such documents available for collection or
                    inspection to the Class A Noteholders 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


<PAGE>

                                                                              13
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                         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

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

10       RECEIPT OF NOTICES AND VOTING
------------------------------------------------------------------------------
COPY NOTICES TO ISSUER TRUSTEE

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

VOTING

               10.2 Each Paying Agent shall, at the request of any Class A
                    Noteholder, 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 Noteholders) and
                    shall forthwith give to the Issuer Trustee and the Note
                    Trustee, by telex or by facsimile transmission, notice of
                    any revocation of or amendment to any Block Voting
                    Instruction. Each Paying Agent shall keep a full and
                    complete record of all Voting Certificates and Block Voting
                    Instructions issued by it and shall deliver to the Issuer
                    Trustee at its registered office (or such other place as the
                    Issuer Trustee shall have designated or approved for the
                    purpose), not less than 24 hours before the time appointed
                    for any meeting or adjourned meeting, full particulars of
                    all Voting Certificates and Block Voting Instructions issued
                    by it in respect of such meeting or adjourned meeting. Forms
                    for this purpose shall be made available to the Principal
                    Paying Agent by the Note Trustee at the expense of the
                    Issuer Trustee for distribution to the other Paying Agents.

11       DUTIES OF CALCULATION AGENT
------------------------------------------------------------------------------
APPOINTMENT

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

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                                                                              14
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QUOTATIONS

               11.2 The Calculation Agent shall not be responsible to the Issuer
                    Trustee, the Note Trustee or to any third party (except in
                    the event of 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 Luxembourg Stock Exchange may require, for so long as
                    the Class A Notes are listed on the Luxembourg Stock
                    Exchange) notify the Issuer Trustee, the Global Trust
                    Manager, the Currency Swap Providers, the Note Trustee, the
                    other Paying Agents and the Luxembourg Stock Exchange (for
                    so long as the Class A Notes are listed on the Luxembourg
                    Stock Exchange) of, inter alia, each Interest Rate, Interest
                    Amount, Principal Amount and Payment Date and all other
                    amounts, rates and dates which it is obliged to determine or
                    calculate under the Class A Note Conditions and of any
                    subsequent amendment thereto pursuant to the Class A Note
                    Conditions. The Calculation Agent will publish the same in
                    accordance with the Class A Note Conditions.

CALCULATIONS

               11.4 The Calculation Agent shall use its 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 Global Trust Manager does not at any time for
                         any reason make any of the determinations referred to
                         in 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 Global Trust Manager.

<PAGE>

                                                                              15
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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 NOTEHOLDER DETAILS): the name, address and,
                         where applicable, taxation, social security or other
                         identifying number of each Class A Noteholder, the
                         details of the account to which any payments due to the
                         Class A Noteholder are to be made in each case as
                         notified by that Class A Noteholder from time to time;

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

                    (c)  (PAYMENTS): all payments made in respect of the Class A
                         Notes;

                    (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
                         Global 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 Noteholder 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 Noteholder
                    upon:

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

<PAGE>

                                                                              16
--------------------------------------------------------------------------------
                         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 Issuer
                    Trustee may reasonably require and payments of the Class A
                    Note Registrar's and the Issuer Trustee's expenses incurred,
                    and any tax or governmental charge that may be imposed, in
                    connection with such replacement.

OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF CLASS A NOTES

               12.4 Subject to this agreement, upon compliance by the relevant
                    Class A Noteholder 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 ISSUER TRUSTEE): the Class A Note Registrar
                         must within 3 Business Days so advise the Issuer
                         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 Issuer Trustee
                         must, within 3 Business Days of such advice, execute
                         and deliver to the Note Trustee for authentication in
                         the name of the relevant Class A Noteholder or the
                         designated transferee or transferees, as the case may
                         be, one or more new Class A Notes in any authorised
                         denominations, and a like 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 NOTEHOLDER): 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 Noteholder
                         (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 Noteholder for
                    any transfer or exchange of Class A Notes, but the Class A
                    Note Registrar may require payment by the Class A Noteholder
                    of a sum sufficient to cover any tax or other governmental
                    charge that may be imposed in connection with any transfer
                    or exchange of Class A Notes.

<PAGE>

                                                                              17
--------------------------------------------------------------------------------
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 Issuer 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
                    Noteholders, which includes Class A Noteholders, under the
                    Master Trust Deed or prior to any meeting of Voting Secured
                    Creditors, which includes Class A Noteholders, under the
                    Master Security Trust Deed.

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 Issuer Trustee, the Note
                    Trustee or the Global Trust Manager with the details of all
                    such Class A Notes so cancelled or destroyed.

PROVISION OF INFORMATION AND INSPECTION OF REGISTER

               12.8 The Class A Note Registrar must:

                    (a)  (INFORMATION): provide to the Issuer Trustee, the
                         Global Trust Manager, the Note Trustee and each other
                         Agent such information as is contained in the 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 Issuer
                               Trustee, the Global Trust Manager, the Note
                               Trustee and each other Agent or their agents or
                               delegates; and

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

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

CORRECTNESS OF REGISTER AND INFORMATION

               12.9 The Issuer Trustee, the Note Trustee, the Global Trust
                    Manager and each Agent (other than the 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 Issuer Trustee, the Note Trustee,
                    the Global 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 (in the case of the
                    parties other than the Issuer Trustee or the Note

<PAGE>

                                                                              18
--------------------------------------------------------------------------------
                    Trustee) its own fraud, negligence or material breach of
                    obligation (or, in the case of the Issuer Trustee or the
                    Note Trustee), its fraud, negligence or breach of trust).

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 Issuer Trustee, the
                    Global Trust Manager or any other Agent is to be affected by
                    or compelled to recognise (even when having notice of it)
                    any right or interest in any Class A Notes other than the
                    registered Class A Noteholder's absolute right to the
                    entirety of them and the receipt of a registered Class A
                    Noteholder is a good discharge to the Issuer, the Global
                    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
                         DEED): 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 Issuer Trustee
                    and the Note Trustee to perform such obligations and duties,
                    and shall be obliged to perform such duties and only such
                    duties, as are in this agreement, in the Class A Note
                    Conditions specifically set forth, and no implied duties or
                    obligations shall be read into this agreement, the Note
                    Trust Deed or the 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.

<PAGE>

                                                                              19
--------------------------------------------------------------------------------
INSTRUCTIONS

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

NO INSTRUCTIONS

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

AGENT OF THE ISSUER TRUSTEE

               13.4 In acting hereunder and in connection with the Class A Notes
                    (and subject to clause 3.1), the Agents shall act solely as
                    agents of the Issuer Trustee and will not thereby assume any
                    obligations towards or relationship of agency or trust for
                    any holders of 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.

ISSUER TRUSTEE NOT RESPONSIBLE FOR AGENTS

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

RELIANCE

               13.6 Each Agent is protected and will incur no liability for or
                    in respect of any action taken, omitted or suffered by it in
                    reliance upon any instruction, request or order from the
                    Issuer Trustee or the Global Trust Manager or in reliance
                    upon any 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 Issuer
                    Trustee, and it shall be protected and shall incur no
                    liability for action taken, or suffered to be taken, with
                    respect to such matter in good faith and in accordance with
                    the opinion of such legal adviser.

APPLICABLE LAWS

               13.8 The Global Trust Manager must ensure, and no Agent has any
                    responsibility for ensuring, that the issue of, and
                    observance of obligations under, a Class A Note complies
                    with all applicable laws

<PAGE>

                                                                              20
--------------------------------------------------------------------------------
                    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 Noteholder 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 Issuer Trustee as if it were not an Agent and may accept
                    fees and other consideration from the Issuer Trustee for
                    services in connection with this agreement or any other
                    arrangement without having to account for them to a Class A
                    Noteholder or another person.

DEALING WITH MONEY

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

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

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

INCOME TAX RETURNS

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

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

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                                                                              21
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                    (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 Noteholders,

                    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, 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 Issuer Trustee, with the same rights as it would have
                    had if such Agent were not acting as Agent or from entering
                    into or being interested in any contracts or transactions
                    with the Issuer Trustee, or from acting on, or as
                    depositary, trustee or agent for, any committee or body of
                    holders of any securities of the Issuer Trustee, and will
                    not be liable to account for any profit.

COMMUNICATION BETWEEN THE PARTIES

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

TERMINATION

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

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

                    (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

<PAGE>

                                                                              22
--------------------------------------------------------------------------------
                    (c)  there must at all times be a Paying Agent in
                         Luxembourg.

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

                    If the appointment of the Principal Paying Agent terminates,
                    the Principal Paying Agent shall, on the date on which that
                    termination takes effect, pay to the successor Principal
                    Paying Agent any amount held by it for payment of principal
                    or interest in respect of any Note, and shall deliver to the
                    successor Principal Paying Agent all records maintained by
                    it pursuant to this agreement and all documents (including
                    any 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 Global 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 Issuer
                    Trustee, or as the Issuer 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 Issuer Trustee any amount held by
                    it, and received from the Issuer 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 Issuer
                    Trustee of its commissions, fees and expenses then unpaid
                    and shall continue to be entitled to the benefit of clause
                    14.2 in respect of the period of its appointment.

TERMINATION OF APPOINTMENT

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

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

                    (b)  the Agent ceases to conduct business; or

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

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

<PAGE>

                                                                              23
--------------------------------------------------------------------------------
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 under
                    this agreement without any further formality. Notice of any
                    such merger, conversion or consolidation shall forthwith be
                    given by that Agent to the Issuer Trustee, Note Trustee and
                    the other Agents.

NOTICE TO CLASS A NOTEHOLDER

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

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

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

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

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

CHANGE OF SPECIFIED OFFICE

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

               13.23 Anything in this agreement to the contrary notwithstanding,
                    in no event shall the Agent by liable under or in connection
                    with this agreement for indirect, special, incidental,
                    punitive or consequential

<PAGE>

                                                                              24
--------------------------------------------------------------------------------
                    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 Issuer Trustee agrees to pay any and all stamp and other
                    documentary taxes or duties which may be payable in the
                    Commonwealth of Australia, the Australian Capital Territory,
                    the United States and Luxembourg by the Paying Agents or the
                    Note Trustee in connection with the execution, delivery,
                    performance and enforcement of this agreement.

INDEMNITY BY ISSUER TRUSTEE

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

INDEMNITY BY AGENTS

               14.3 Each Agent severally shall indemnify the Issuer Trustee and
                    the Global 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)
                    that the Issuer Trustee may incur or that may be made
                    against it as a result of such Agent's fraud, negligence or
                    material breach of obligation or that of its officers,
                    employees or agents.

15       COMMISSIONS AND EXPENSES
------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT

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

<PAGE>

                                                                              25
--------------------------------------------------------------------------------
OTHER AGENTS

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

16       ISSUER TRUSTEE'S LIMITATION OF LIABILITY
------------------------------------------------------------------------------
                    Clause 2 of the Definitions Schedule applies to this
                    agreement as if set out in full in it (with any
                    consequential changes as are necessary to give effect to
                    that clause in this agreement).

17       NOTICES
------------------------------------------------------------------------------
FORM

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

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

                    (b)  must be in writing; and

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

INITIAL ADDRESSES

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

TIME EFFECTIVE

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

RECEIPT

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

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

                    (b)  in the case of a facsimile, on production of a
                         transmission report by the machine from which the
                         facsimile was sent which indicates that the facsimile
                         was sent in its entirety to the

<PAGE>

                                                                              26
--------------------------------------------------------------------------------
                         facsimile number of the recipient notified for the
                         purpose of this clause; and

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

                    However, if the time of deemed receipt of any notice is not
                    before 4.00 p.m. (local time at the address of the
                    recipient) on a Business Day it is 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 Noteholders, to the address specified in
                    the Register and, in the case of joint holders, to the
                    person whose name first appears in the 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 Noteholder of a Note in
                    bearer form, the notice may be given in accordance with the
                    relevant Note Trust Deed.

18       MISCELLANEOUS
------------------------------------------------------------------------------
CERTIFICATE

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

EXERCISE OF RIGHTS

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

WAIVER AND VARIATION

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

SUPERVENING LEGISLATION

               18.4 Any present or future legislation which operates to vary the
                    obligations of the parties to this agreement in connection
                    with this agreement with

<PAGE>

                                                                              27
--------------------------------------------------------------------------------
                    the result that the rights, powers or remedies of the
                    parties are adversely affected (including, without
                    limitation, by way of delay or postponement) is excluded
                    except to the extent that its exclusion is prohibited or
                    rendered ineffective by law.

APPROVALS AND CONSENT

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

REMEDIES CUMULATIVE

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

INDEMNITIES

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

TIME OF THE ESSENCE

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

RECEIPTS

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

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

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

ACKNOWLEDGMENT

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

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

DISCLOSURE OF INFORMATION

               18.12 Subject to this agreement, the parties to this agreement is
                    not required (unless ordered so to do by a court of
                    competent jurisdiction) to disclose to any Unitholder,
                    Secured Creditor or any other person

<PAGE>

                                                                              28
--------------------------------------------------------------------------------
                    confidential, financial or other information made available
                    to the parties to this agreement in connection with this
                    agreement.

RIGHTS CUMULATIVE

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

SIGNATURES

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

LIMITATION OF NOTE TRUSTEE'S LIABILITY

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

19       AMENDMENT
------------------------------------------------------------------------------
                    This agreement may be amended by the Issuer Trustee, the
                    Note Trustee and the Agents without the consent of any
                    holder of Notes, Coupons 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
                         Noteholders.

                    Any amendment must be notified to each Current Rating
                    Agency.

20       GOVERNING LAW AND SUBMISSION TO JURISDICTION
------------------------------------------------------------------------------
GOVERNING LAW

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

SUBMISSION TO JURISDICTION

               20.2 Each party irrevocably and unconditionally submits to the
                    non-exclusive jurisdiction of the courts of the Australian
                    Capital Territory

<PAGE>

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

                    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.

SERVICE

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

21       COUNTERPARTS
------------------------------------------------------------------------------

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

EXECUTED as an agreement.


<PAGE>

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

                             ISSUER TRUSTEE

                             Address:            Level 3
                                                 39 Hunter Street
                                                 Sydney   NSW   2000
                             Attention:          Manager, Securitisation
                             Facsimile:          (02) 9221 7870
                             Email:              as notified from time to time

                             GLOBAL TRUST MANAGER

                             Address:            7301 Baymeadows Way
                                                 Jacksonville Florida 32256
                                                 United States of America
                             Attention:          General Counsel
                             Facsimile:          904 281 3062
                             Email:              rjjacobs@homeside.com

                             NOTE TRUSTEE

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

                             CLASS A NOTE REGISTRAR

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

                             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
                             Email:              as notified from time to time


<PAGE>

                                                                              31
--------------------------------------------------------------------------------
                             THE BANK OF NEW YORK, LONDON BRANCH

                             Address:            48th Floor
                                                 One Canada Square
                                                 London  E14  5AL`
                             Attention:          [       ]
                             Facsimile:          [       ]
                             Email:              as notified from time to time

                             LUXEMBOURG PAYING AGENT

                             Address:            43 Boulevard Royal
                                                 L-2955 Luxembourg
                             Attention:          Corporate Trust
                             Facsimile:          352 4797 73 951
                             Email:              as notified from time to time


<PAGE>

                                                                              32
--------------------------------------------------------------------------------
EXECUTION PAGE
--------------------------------------------------------------------------------
<TABLE>
<S><C>
ISSUER 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 attorney has received no notice of
 ................................................     )         revocation of the power of attorney
Occupation of witness                                )



GLOBAL TRUST MANAGER

SIGNED by                                            )
on behalf of HOMESIDE GLOBAL MBS MANAGER, INC.       )
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 of revocation of the authority under
Address of witness                                   )         which this agreement is executed
                                                     )
 ................................................     )
Occupation of witness                                )


<PAGE>

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

NOTE TRUSTEE

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 of revocation of the authority under
Address of witness                                   )         which this agreement is signed
                                                     )
 ................................................     )
Occupation of witness                                )



CLASS A NOTE REGISTRAR

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 of revocation of the authority under
Address of witness                                   )         which this agreement is signed
                                                     )
 ................................................     )
Occupation of witness                                )


<PAGE>

                                                                              34
--------------------------------------------------------------------------------

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 of revocation of the authority under
Address of witness                                   )         which this agreement is signed
                                                     )
 ................................................     )
Occupation of witness                                )



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 of revocation of the authority under
Address of witness                                   )         which this agreement is signed
                                                     )
 ................................................     )
Occupation of witness                                )


<PAGE>

                                                                              35
--------------------------------------------------------------------------------

SIGNED by                                            )
as attorney for KREDIETBANK S.A.                     )
LUXEMBOURGEOISE in the presence                      )
of:                                                  )
                                                     )
                                                     )
 ................................................     )
Signature of witness                                 )
                                                     )
 ................................................     )
Name of witness (block letters)                      )
                                                     )
 ................................................     )         ................................................
Address of witness                                   )         By executing this agreement the attorney states
                                                     )         that the attorney has received no notice of
 ................................................     )         revocation of the power of attorney
Occupation of witness                                )


</TABLE>