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Medallion Trust Series 2005-1G
Agency Agreement


Perpetual Trustee Company Limited
ABN 42 000 001 007


Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946


The Bank of New York


The Bank of New York, London Branch


AIB/BNY Fund Management (Ireland) Limited





If you have any questions about the details of this document
PLEASE CONTACT LOUISE MCCOACH ON +61 2 9353 4679


Clayton Utz
Lawyers
Levels 19-35  No. 1 O'Connell Street  Sydney  NSW  2000  Australia
PO Box H3 Australia Square  Sydney  NSW  1215
T + 61 2 9353 4000  F + 61 2 8220 6700


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Our reference  174/657/80019362




TABLE OF CONTENTS


1........DEFINITIONS AND INTERPRETATION......................................2

         1.1     Definitions.................................................2
         1.2     Series Supplement and Master Trust Deed Definitions.........4
         1.3     Interpretation..............................................4
         1.4     Issuer Capacity.............................................6
         1.5     Transaction Document........................................6
         1.6     Incorporated Definitions and other Transaction
                 Documents and provisions....................................6

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

         2.1     Appointment.................................................6
         2.2     Several Obligations of Paying Agents........................7

3........PAYMENTS............................................................7

         3.1     Payment by Issuer...........................................7
         3.2     Payments by Paying Agents...................................7
         3.3     Method of Payment for Offered Book-Entry Notes..............7
         3.4     Method of Payment for Offered Definitive Notes..............7
         3.5     Non-Payment.................................................7
         3.6     Late Payment................................................8
         3.7     Reimbursement...............................................8
         3.8     Payment under Currency Swaps................................8
         3.9     Paying Agent holds funds on trust...........................9
         3.10    Principal Paying Agent may deal with funds..................9
         3.11    No Set-Off..................................................9
         3.12    Holders of Offered Notes....................................9
         3.13    Repayment of Moneys.........................................9
         3.14    Paying Agents to Record, Notify Payments and
                 Deliver Surrendered Notes..................................10

4........APPOINTMENT AND DUTIES OF THE AGENT BANK...........................10

         4.1     Appointment................................................10
         4.2     Determinations by Agent Bank...............................10
         4.3     Notification by Agent Bank.................................10
         4.4     Offered Note Trustee to Perform Agent Bank's Function......11
         4.5     Documents to Agent Bank....................................11

5........APPOINTMENT AND DUTIES OF THE OFFERED NOTE REGISTRARS..............11

         5.1     Offered Note Registrars....................................11
         5.2     Offered Note Registers to be Kept..........................11
         5.3     Transfer or Exchange of Offered Notes......................12
         5.4     Replacement of Lost or Mutilated Offered Notes.............12
         5.5     Obligations upon Transfer, Exchange or Replacement
                 of Offered Notes...........................................12
         5.6     No Charge for Transfer or Exchange.........................13
         5.7     Restricted Period..........................................13
         5.8     Cancellation of Offered Notes..............................13
         5.9     Provision of Information and Inspection of Registers.......13
         5.10    Correctness of Register and Information....................13
         5.11    Non-recognition of Equitable Interests.....................14
         5.12    Rectification of an Offered Note Register..................14


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6........OFFERED NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS...............14

         6.1     Following Enforcement of the Charge or issue of
                 Definitive Notes...........................................14
         6.2     Good Discharge to Issuer...................................15
         6.3     Change of Authorised Officers..............................15

7........REDEMPTION OF OFFERED NOTES........................................15

         7.1     Part Redemption of Offered Notes on Quarterly
                 Distribution Dates.........................................15
         7.2     Early Redemption...........................................16

8........GENERAL AGENT MATTERS..............................................16

         8.1     Notices to Offered Noteholders.............................16
         8.2     Copies of Documents for Inspection.........................16
         8.3     Notice of any Withholding or Deduction.....................17
         8.4     Information and Forms......................................17

9........INDEMNITY..........................................................17

         9.1     Indemnity by Issuer........................................17
         9.2     Indemnity by Note Agent....................................17

10.......CHANGES IN AGENTS..................................................17

         10.1    Appointment and Removal....................................17
         10.2    Resignation................................................18
         10.3    Limitation of Appointment and Termination..................18
         10.4    Payment of amounts held by the Paying Agent................19
         10.5    Records held by an Offered Note Registrar..................19
         10.6    Successor to Principal Paying Agent, Paying Agent,
                 Agent Bank or an Offered Note Registrar....................19
         10.7    Notice to Offered Noteholders..............................20
         10.8    Change in Specified Office.................................20

11.......MISCELLANEOUS DUTIES AND PROTECTION................................21

         11.1    Agents are agents of the Issuer............................21
         11.2    Agency.....................................................21
         11.3    Reliance...................................................21
         11.4    Entitled to Deal...........................................21
         11.5    Consultation...............................................21
         11.6    Duties and Obligations.....................................21
         11.7    Income Tax Returns.........................................22
         11.8    Representation by each Agent...............................22

12.......FEES AND EXPENSES..................................................22

         12.1    Payment of Fee.............................................22
         12.2    Payment of Expenses........................................22
         12.3    No Other Fees..............................................22
         12.4    Payment of Fees............................................22
         12.5    No Commission..............................................22
         12.6    Issuer Personally Liable for Fees..........................23
         12.7    Timing of Payments.........................................23

13.......NOTICES............................................................23

         13.1    Method of Delivery.........................................23
         13.2    Deemed Receipt.............................................23
         13.3    Email......................................................24


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         13.4    Communications through Principal Paying Agent..............24

14.......APPOINTMENT OF CLASS A-2 IRISH PAYING AGENT........................24

         14.1    Appointment................................................24
         14.2    Resignation and Termination................................24

15.......ISSUER'S LIMITATION OF LIABILITY...................................24

         15.1    Limitation on Issuer's Liability...........................24
         15.2    Claims against Issuer......................................25
         15.3    Breach of Trust............................................25
         15.4    Acts or omissions..........................................25
         15.5    No Authority...............................................25
         15.6    No obligation..............................................25

16.......GENERAL............................................................26

         16.1    Waiver.....................................................26
         16.2    Written Waiver, Consent and Approval.......................26
         16.3    Severability...............................................26
         16.4    Survival of Indemnities....................................26
         16.5    Assignments................................................26
         16.6    Successors and Assigns.....................................26
         16.7    Moratorium Legislation.....................................26
         16.8    Amendments.................................................26
         16.9    Governing Law..............................................27
         16.10   Jurisdiction...............................................27
         16.11   Counterparts...............................................27
         16.12   Limitation of Offered Note Trustee's Liability.............27
         16.13   Contra proferentem.........................................27


                                                                             iii



THIS AGENCY AGREEMENT MADE AT SYDNEY ON 21 JANUARY 2005

PARTIES          PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of Level
                 7, 9 Castlereagh Street, Sydney, Australia, in its capacity as
                 trustee of the Series Trust (as hereinafter defined)
                 (hereinafter included in the expression the "ISSUER")

                 SECURITISATION ADVISORY SERVICES PTY LIMITED ABN 88 064 133 946
                 of Level 7, 48 Martin Place, Sydney, Australia (hereinafter
                 included by incorporation in the expression the "MANAGER")

                 THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New
                 York 10286 as trustee of the Offered Note Trust (as hereinafter
                 defined) (hereinafter included by incorporation in the
                 expression the "OFFERED NOTE TRUSTEE")

                 THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New
                 York 10286 (hereinafter included in the expression the "US
                 DOLLAR NOTE REGISTRAR")

                 THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New
                 York 10286 (hereinafter included in the expression the
                 "PRINCIPAL PAYING AGENT")

                 THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York,
                 New York 10286 (hereinafter included in the expression the
                 "AGENT BANK")

                 THE BANK OF NEW YORK, LONDON BRANCH of 48th floor, One Canada
                 Square, London E14 5AL (hereinafter included in the expression
                 the "PAYING AGENT")

                 THE BANK OF NEW YORK, LONDON BRANCH of 48th floor, One Canada
                 Square, London E14 5AL (hereinafter included in the expression
                 the "EURO NOTE REGISTRAR")

                 AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED a company duly
                 incorporated in the Republic of Ireland and having registered
                 office at Guild House, Guild Street, Dublin 1, Republic of
                 Ireland, (hereinafter included in the expression the "CLASS A-2
                 IRISH PAYING AGENT" and "OFFERED NOTE IRISH PAYING AGENT")



BACKGROUND

A.       The Issuer, in its capacity as trustee of the Series Trust, proposes to
         issue Offered Notes.

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

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

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

E.       The Issuer also wishes to appoint AIB/BNY Fund Management (Ireland)
         Limited as the initial paying agent in the Republic of Ireland in
         respect of the Offered Notes and the Class A-2 Notes and AIB/BNY Fund
         Management (Ireland) Limited has accepted that appointment on the terms
         and conditions of this Agreement.


                                                                               1



BACKGROUND

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

1.1      DEFINITIONS

         In this Agreement, unless the contrary intention appears:

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

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

         "AUTHORISED OFFICER" in relation to:

         (a)      the Issuer and the Manager, has the same meaning as in the
                  Master Trust Deed;

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

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

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

         "CLASS A-2 IRISH PAYING AGENT" means AIB/BNY Fund Management (Ireland)
         Limited or, if AIB/BNY Fund Management (Ireland) Limited resigns or its
         appointment is terminated as paying agent in the Republic of Ireland in
         respect of the Class A-2 Notes, the person from time to time appointed
         in its place to perform the functions of such paying agent under this
         Agreement.

         "EURO NOTE REGISTER" means the register established by the Euro Note
         Registrar in respect of the Class A-3 Notes in accordance with clause
         5.2.

         "EURO NOTE REGISTRAR" means The Bank of New York, London Branch or if
         The Bank of New York, London Branch resigns or its appointment is
         terminated as note registrar in respect of the Class A-3 Notes, the
         person from time to time appointed in its place to perform the
         functions of such note registrar under this Agreement.

         "IRISH BUSINESS DAY" means a day (other than a Saturday, Sunday or
         public holiday in Dublin) on which the Irish Stock Exchange is open.

         "ISSUER" means initially Perpetual Trustee Company Limited or, if
         Perpetual Trustee Company Limited retires or is removed as trustee of
         the Series Trusts (as defined in the Master Trust Deed), the then
         Substitute Trustee and includes the Manager when acting as the trustee
         of the Series Trust in accordance with the Master Trust Deed.

         "MASTER TRUST DEED" means the Master Trust Deed dated 8 October 1997
         between the Issuer


                                                                               2



         and the Manager, as amended from time to time.

         "NOTE AGENT" means a several reference to each Agent and the Class A-2
         Irish Paying Agent.

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

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

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

         "OFFERED NOTE IRISH PAYING AGENT" means AIB/BNY Fund Management
         (Ireland) Limited or, if AIB/BNY Fund Management (Ireland) Limited
         resigns or the appointment is terminated as paying agent in the
         Republic of Ireland in respect of the Offered Notes, the person from
         time to time appointed in its place to perform the functions of such
         paying agent under this Agreement.

         "OFFERED NOTE REGISTER" means, as the context requires, the Euro Note
         Register, the US Dollar Note Register, or both.

         "OFFERED NOTE REGISTRAR" means, as the context requires, the Euro Note
         Registrar, the US Dollar Note Registrar, or both.

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

         "OFFERED NOTEHOLDERS" has the same meaning as in the Offered Note Trust
         Deed.

         "PAYING AGENT" means:

         (a)      except where the context otherwise requires, the Principal
                  Paying Agent;

         (b)      the Bank of New York, London Branch until it resigns or its
                  appointment is terminated as paying agent;

         (c)      if an application is made to admit the Offered Notes to the
                  Daily Official List of the Irish Stock Exchange, the Offered
                  Note Irish Paying Agent; and

         (d)      each other person from time to time appointed hereunder to
                  perform the functions of a paying agent, but does not include
                  the Class A-2 Irish Paying Agent.

         "PRINCIPAL PAYING AGENT" means The Bank of New York or, if The Bank of
         New York 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.

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

         "SERIES SUPPLEMENT" means a Series Supplement dated on or about the
         date of this Agreement between Commonwealth Bank of Australia ABN 48
         123 123 124, Homepath Pty Limited ABN 35 081 986 530, the Manager and
         the Issuer.

         "SERIES TRUST" means the trust known as the Medallion Trust Series
         2005-1G established pursuant to the Master Trust Deed and the Series
         Supplement.

         "SPECIFIED OFFICE" in relation to:

         (a)      the US Dollar Note Registrar, means the offices of the US
                  Dollar Note Registrar as specified in the Offered Note
                  Conditions or otherwise under this Agreement as the


                                                                               3



                  offices of the US Dollar Note Registrar where surrenders of
                  Class A-1 Notes for transfer, exchange, replacement or
                  redemption will occur and where, in respect of one of such
                  offices, the US Dollar Note Register will be kept, as varied
                  from time to time in accordance with this Agreement;

         (b)      the Euro Note Registrar, means the offices of the Euro Note
                  Registrar as specified in the Offered Note Conditions or
                  otherwise under this Agreement as the offices of the Euro Note
                  Registrar where surrenders of Class A-3 Notes for transfer,
                  exchange, replacement or redemption will occur and where, in
                  respect of one of such offices, the Euro Note Register will be
                  kept, as varied from time to time in accordance with this
                  Agreement;

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

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

         "STAMP" means the Securities Transfer Agents Medallion Program.

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

         "US DOLLAR NOTE REGISTER" means the register established by the US
         Dollar Note Registrar in respect of the Class A-1 Notes in accordance
         with clause 5.2.

         "US DOLLAR NOTE REGISTRAR" means The Bank of New York or if The Bank of
         New York resigns or its appointment is terminated as note registrar in
         respect of the Class A-1 Notes, the person from time to time appointed
         in its place to perform the functions of such note registrar under this
         Agreement.

1.2      SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

         Subject to clause 1.6, unless defined in this Agreement, words and
         phrases defined in either or both of the Master Trust Deed and the
         Series Supplement have the same meaning in this Agreement. Where there
         is any inconsistency in a definition between this Agreement (on the one
         hand) and the Master Trust Deed or the Series Supplement (on the other
         hand), this Agreement prevails. Where there is any inconsistency in a
         definition between the Master Trust Deed and the Series Supplement, the
         Series Supplement prevails over the Master Trust Deed in respect of
         this Agreement. Subject to clause 1.6, where words or phrases used but
         not defined in this Agreement are defined in the Master Trust Deed in
         relation to a Series Trust (as defined in the Master Trust Deed) and/or
         an Other Trust such words or phrases are to be construed in this
         Agreement, where necessary, as being used only in relation to the
         Series Trust (as defined in this Agreement) and/or the CBA Trust, as
         the context requires.

1.3      INTERPRETATION

         In this Agreement, unless the contrary intention appears:

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

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


                                                                               4


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

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

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

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

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

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

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

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

                                 (1)     that party; or

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

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

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

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

         (j)      a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL DEFAULT"
                  of a party means the fraud, negligence or wilful default of
                  that party and of its officers, employees, agents and any
                  other person where that party is liable for the acts or
                  omissions of such other person under the terms of any
                  Transaction Document;

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

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

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


                                                                               5


         (n)      a reference to time is to local time in Sydney;

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

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

1.4      ISSUER CAPACITY

         In this Agreement, except where provided to the contrary:

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

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

1.5      TRANSACTION DOCUMENT

         For the purposes of the Master Trust Deed and the Series Supplement,
         this Agreement is a Transaction Document.

1.6      INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
         PROVISIONS

         Where in this Agreement a word or expression is defined by reference to
         its meaning in another Transaction Document or there is a reference to
         another Transaction Document or to a provision of another Transaction
         Document, any amendment to the meaning of that word or expression or to
         that other Transaction Document or provision (as the case may be) will
         be of no effect for the purposes of this Agreement unless and until the
         amendment is consented to by the parties to this Agreement.

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

2.1      APPOINTMENT

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


                                                                               6


2.2      SEVERAL OBLIGATIONS OF PAYING AGENTS

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

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

3.1      PAYMENT BY ISSUER

         Subject to clause 3.8, the Issuer must on each Quarterly Distribution
         Date, pay to or to the order of the Principal Paying Agent to an
         account specified by the Principal Paying Agent in same day funds:

         (a)      (CLASS A-1 NOTES): not later than 10.00 am (New York time) the
                  amount in US$ as may be required (after taking account of any
                  money then held by the Principal Paying Agent and available
                  for the purpose) to be paid on that Quarterly Distribution
                  Date in respect of the Class A-1 Notes; and

         (b)      (CLASS A-3 NOTES): not later than 10.00 am (London time) the
                  amount in Euro as may be required (after taking account of any
                  money then held by the Principal Paying Agent and available
                  for the purpose) to be paid on that Quarterly Distribution
                  Date in respect of the Class A-3 Notes,

         in each case, under the Offered Note Conditions.

3.2      PAYMENTS BY PAYING AGENTS

         Subject to payment being duly made as provided in clause 3.1(a) in the
         case of the Class A-1 Notes and in clause 3.1(b) in the case of the
         Class A-3 Notes (or the Principal Paying Agent otherwise being
         satisfied that the relevant payment will be duly made on the due date),
         and subject to clause 6, the Paying Agents will pay or cause to be paid
         to the Offered Noteholders on behalf of the Issuer on each Quarterly
         Distribution Date the relevant amounts of principal and interest due in
         respect of the Offered Notes in accordance with this Agreement and the
         Offered Note Conditions.

3.3      METHOD OF PAYMENT FOR OFFERED BOOK-ENTRY NOTES

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

3.4      METHOD OF PAYMENT FOR OFFERED DEFINITIVE NOTES

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

3.5      NON-PAYMENT

         (a)      (NO OBLIGATION ON PAYING AGENTS): If the Issuer 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


                                                                               7


                  accordance with this clause 3 (but may, in its discretion,
                  make any such payment).

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

3.6      LATE PAYMENT

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

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

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

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

3.7      REIMBURSEMENT

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

3.8      PAYMENT UNDER CURRENCY SWAPS

         The payment by the Issuer of its Australian dollar payment obligations
         under the Series Supplement on each Quarterly Distribution Date to:

         (a)      (CLASS A-1 CURRENCY SWAP): the Currency Swap Provider in
                  respect of the Class A-1 Currency Swap will be a good
                  discharge of its corresponding US Dollar obligations under
                  clause 3.1; and

         (b)      (CLASS A-3 CURRENCY SWAP): the Currency Swap Provider in
                  respect of the Class A-3 Currency Swap will be a good
                  discharge of its corresponding Euro obligations under clause
                  3.1,

         but, in each case, will not relieve the Issuer of any liability in
         respect of any default in payment in respect of an Offered Note under
         any other Transaction Document.


                                                                               8


3.9      PAYING AGENT HOLDS FUNDS ON TRUST

         Each Paying Agent will hold in a separate account on trust for the
         Offered Note Trustee and the Offered Noteholders all sums held by such
         Paying Agent for the payment of principal and interest with respect to
         Offered Notes until such sums are paid to the Offered Note Trustee or
         the applicable Offered Noteholders in accordance with the Offered Note
         Trust Deed or the Offered Note Conditions or repaid under clause 3.13.

3.10     PRINCIPAL PAYING AGENT MAY DEAL WITH FUNDS

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

3.11     NO SET-OFF

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

3.12     HOLDERS OF OFFERED NOTES

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

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

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

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

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

3.13     REPAYMENT OF MONEYS

         (a)      (PRESCRIPTION): Immediately on any entitlement to receive
                  principal or interest under any Offered Note becoming void
                  under the Offered Note Conditions, the Principal Paying Agent
                  will repay to the Issuer the amount which would have been


                                                                               9


                  due in respect of that principal or interest if it had been
                  paid before the entitlement became void, together with any
                  fees applicable to that payment or entitlement (pro rated as
                  to the amount and time) to the extent already paid under
                  clause 12.

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

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

         Each Paying Agent must:

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

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

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

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

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4.       APPOINTMENT AND DUTIES OF THE AGENT BANK

4.1      APPOINTMENT

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

4.2      DETERMINATIONS BY AGENT BANK

         The Agent Bank must perform such duties, and make such calculations,
         determinations, notifications and publications at its Specified Office
         as are set forth in the Offered Note Conditions and the Currency Swap
         Agreement (in respect of the Class A-1 Currency Swap and the Class A-3
         Currency Swap, each as defined in the Currency Swap Agreement) to be
         performed or made by it until the Offered Notes are redeemed (or deemed
         to be redeemed) in full in accordance with the Offered Note Conditions
         and must perform any other duties as requested by the Issuer, the
         Manager or the Principal Paying Agent which are reasonably incidental
         to those duties.

4.3      NOTIFICATION BY AGENT BANK

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


                                                                              10


4.4      OFFERED NOTE TRUSTEE TO PERFORM AGENT BANK'S FUNCTION

         If the Agent Bank at any time for any reason does not determine an
         Interest Rate for the Offered Notes, or calculate a Class A-1 Interest
         Amount or Class A-3 Interest Amount (each as defined in the Offered
         Note Conditions), the Offered Note Trustee must do so and each such
         determination or calculation will be as if made by the Agent Bank for
         the purposes of the Offered Note Conditions. In doing so, the Offered
         Note Trustee will apply the provisions of Condition 6 of the Offered
         Note Conditions, with any necessary consequential amendments, to the
         extent that it can and, in all other respects it will do so in such a
         manner as it considers fair and reasonable in all the circumstances.

4.5      DOCUMENTS TO AGENT BANK

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

--------------------------------------------------------------------------------
5.       APPOINTMENT AND DUTIES OF THE OFFERED NOTE REGISTRARS

5.1      OFFERED NOTE REGISTRARS

         The Issuer, at the direction of the Manager, hereby appoints:

         (a)      (US DOLLAR NOTE REGISTRAR): the US Dollar Note Registrar as
                  its initial note registrar in respect of the Class A-1 Notes
                  upon the terms and conditions contained in this Agreement and
                  the US Dollar Note Registrar hereby accepts that appointment;
                  and

         (b)      (EURO NOTE REGISTRAR): the Euro Note Registrar as its initial
                  note registrar in respect of the Class A-3 Notes upon the
                  terms and conditions contained in this Agreement and the Euro
                  Note Registrar hereby accepts that appointment.

5.2      OFFERED NOTE REGISTERS TO BE KEPT

         The US Dollar Note Registrar must, in respect of the Class A-1 Notes,
         keep a register, at one of its Specified Offices, and the Euro Note
         Registrar must, in respect of the Class A-3 Notes, keep a register, at
         its Specified Office, in which, subject to such reasonable regulations
         as the applicable Offered Note Registrar may prescribe, that Offered
         Note Registrar must keep a full and complete record of:

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

         (b)      (EXCHANGE ETC. OF OFFERED NOTES): the issue and any exchange,
                  transfer, replacement, redemption (in whole or part) or
                  cancellation of an Offered Note;

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

         (d)      (PRINCIPAL): the Invested Amount and the Stated Amount of each
                  Offered Note from time to time (as notified to it by the
                  Manager pursuant to clause 7.1); and

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


                                                                              11


5.3      TRANSFER OR EXCHANGE OF OFFERED NOTES

         Offered Notes held by an Offered Noteholder may be transferred or may
         be exchanged for other Offered Notes of the same class 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 Offered Noteholder upon:

         (a)      (SURRENDER AND INSTRUMENT OF TRANSFER OR EXCHANGE): the
                  surrender of the Offered 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 Offered Notes or otherwise in a form
                  satisfactory to the applicable Offered Note Registrar duly
                  executed by the Offered Noteholder, or its attorney duly
                  authorised in writing, with such signature guaranteed by an
                  "eligible guarantor institution" meeting the requirements of
                  that Offered Note Registrar which requirements include
                  membership of, or participation in, STAMP or such other
                  "signature guarantee program" as may be determined by that
                  Offered 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
                  that Offered Note Registrar may reasonably require,

         to the applicable Offered Note Registrar at a Specified Office of
         that Offered Note Registrar.

5.4      REPLACEMENT OF LOST OR MUTILATED OFFERED NOTES

         If any Offered 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 Offered Notes of the same class in any
         authorised denominations, and a like Invested Amount, upon surrender to
         the applicable Offered Note Registrar of the Offered Notes to be
         replaced (where the Offered Notes have been mutilated or defaced) at a
         Specified Office of that Offered Note Registrar, the provision of such
         evidence and indemnities as that Offered Note Registrar or the Issuer
         may reasonably require and payment of that Offered Note Registrar's and
         the Issuer's expenses incurred, and any tax or governmental charge that
         may be imposed, in connection with such replacement.

5.5      OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF OFFERED NOTES

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

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

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


                                                                              12


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

5.6      NO CHARGE FOR TRANSFER OR EXCHANGE

         No service charge may be made to an Offered Noteholder for any transfer
         or exchange of Offered Notes, but the applicable Offered Note Registrar
         may require payment by the Offered 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 Offered Notes.

5.7      RESTRICTED PERIOD

         Notwithstanding the preceding provisions of this clause 5, an Offered
         Note Registrar need not register transfers or exchanges of Offered
         Notes, and the Issuer is not required to execute nor the Offered Note
         Trustee to authenticate any Offered Notes, for a period of 30 days
         preceding the due date for any payment with respect to the Offered
         Notes or for such period, not exceeding 30 days, as is specified by the
         Offered Note Trustee prior to any meeting of Relevant Investors, which
         includes Offered Noteholders, under the Master Trust Deed or prior to
         any meeting of Voting Secured Creditors, which includes Offered
         Noteholders, under the Security Trust Deed.

5.8      CANCELLATION OF OFFERED NOTES

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

5.9      PROVISION OF INFORMATION AND INSPECTION OF REGISTERS

         Each Offered Note Registrar must:

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

         (b)      (INSPECTION): make the Offered Note Register maintained by it:

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

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

         at one of that Offered Note Registrar's Specified Offices during local
         business hours.

5.10     CORRECTNESS OF REGISTER AND INFORMATION

         The Issuer, the Offered Note Trustee, the Manager and each Agent (other
         than each Offered Note Registrar) may accept the correctness of an
         Offered Note Register and any information


                                                                              13


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

5.11     NON-RECOGNITION OF EQUITABLE INTERESTS

         Except as required by 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 an Offered 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
         Offered Note Registrars, the Offered Note Trustee, the Issuer, the
         Manager or any other Agent is to be affected by or compelled to
         recognise (even when having notice of it) any right or interest in any
         Offered Notes other than the registered Offered Noteholder's absolute
         right to the entirety of them and the receipt of a registered Offered
         Noteholder is a good discharge to the Issuer, the Manager, the Offered
         Note Trustee and each Agent.

5.12     RECTIFICATION OF AN OFFERED NOTE REGISTER

         If:

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

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

         (c)      (WRONG ENTRY EXISTS): an entry wrongly exists in an Offered
                  Note Registrar;

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

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

         then the applicable Offered Note Registrar may rectify the same.

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6.       OFFERED NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS

6.1      FOLLOWING ENFORCEMENT OF THE CHARGE OR ISSUE OF DEFINITIVE NOTES

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

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

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


                                                                              14


                                 Trustee on the trust of the Offered Note Trust
                                 Deed and which is available to be applied by
                                 the Offered Note Trustee for that purpose; and

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

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

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

6.2      GOOD DISCHARGE TO ISSUER

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

6.3      CHANGE OF AUTHORISED OFFICERS

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

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7.       REDEMPTION OF OFFERED NOTES

7.1      PART REDEMPTION OF OFFERED NOTES ON QUARTERLY DISTRIBUTION DATES

         (a)      (MANAGER TO MAKE DETERMINATIONS ETC): Two Business Days prior
                  to each Quarterly Distribution Date, the Manager will make the
                  determinations referred to in Condition 7.11(a) of the Offered
                  Note Conditions in relation to that Quarterly Distribution
                  Date and will give to the Issuer, the Offered Note Trustee,
                  the Principal Paying Agent, the Agent Bank, each Offered Note
                  Registrar and the Irish Stock Exchange the notifications, and
                  will cause to be made to the Offered Noteholders the
                  publication, required by Condition 7.11(b) of the Offered Note
                  Conditions. If the Manager does not at any time for any reason
                  make the determinations referred to in Condition 7.11(a) of
                  the Offered Note Conditions it must forthwith advise the
                  Offered Note Trustee and the Agent Bank and such
                  determinations must be made by the Agent Bank, or failing the
                  Agent Bank, by the Offered Note Trustee in accordance with
                  such Condition 7.11(c) of the Offered Note Conditions (but
                  based on the information in its possession) and each such
                  determination will be deemed to have been made by the Manager.

         (b)      (NOTIFY EACH DEPOSITORY): If any Offered Book-Entry Notes are
                  outstanding, on receipt of a notification under Condition
                  7.11(b) of the Offered Note Conditions, the Principal Paying
                  Agent must notify each Depository of any proposed redemption
                  in accordance with that Depository's applicable procedures,
                  specifying


                                                                              15


                  the principal amount of each Offered Book-Entry Note to be
                  redeemed and the date on which the redemption is to occur and
                  must provide a copy to each Depository of the notification
                  received under Condition 7.11(b) of the Offered Note
                  Conditions.

7.2      EARLY REDEMPTION

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

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

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8.       GENERAL AGENT MATTERS

8.1      NOTICES TO OFFERED NOTEHOLDERS

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

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

         An Offered 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, the Offered Note Trustee, the
         Manager, the Security Trustee or any other Agent pursuant to this
         clause 8.1.

8.2      COPIES OF DOCUMENTS FOR INSPECTION

         The Manager will provide to:

         (a)      (OFFERED NOTE REGISTRAR): each Offered Note Registrar
                  sufficient copies of all documents required by the Offered
                  Note Conditions or the Offered Note Trust Deed to be available
                  to the applicable Offered Noteholders; and

         (b)      (OFFERED NOTE IRISH PAYING AGENT): the Offered Note Irish
                  Paying Agent and the Class A-2 Irish Paying Agent, copies of
                  all documents required by the listing rules of the Irish Stock
                  Exchange to be available to the applicable Offered Noteholders
                  or Class A-2 Noteholders,

         for issue or inspection.


                                                                              16


8.3      NOTICE OF ANY WITHHOLDING OR DEDUCTION

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

8.4      INFORMATION AND FORMS

         The Issuer and the Manager each severally covenants in favour of each
         Agent that it will, following a request by an Agent, provide to that
         Agent, as that Agent may reasonably require to enable it to perform its
         duties and functions under this Agreement, such information, forms and
         other documents that are in the possession of the Issuer or the
         Manager, as the case may be, or which it is otherwise entitled to
         obtain from any person.

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9.       INDEMNITY

9.1      INDEMNITY BY ISSUER

         Subject to clause 15, the Issuer undertakes to indemnify each Note
         Agent and its directors, officers, employees and controlling persons
         against all losses, liabilities, costs, claims, actions, damages,
         expenses or demands which any of them may incur or which may be made
         against any of them as a result of or in connection with the
         appointment of or the exercise of the powers and duties by the Note
         Agent under this Agreement except as may result from its fraud,
         negligence or wilful default or that of its directors, officers,
         employees or controlling persons or any of them, or breach by it of the
         terms of this Agreement and notwithstanding the resignation or removal
         of that Note Agent pursuant to clause 10.

9.2      INDEMNITY BY NOTE AGENT

         Each Note Agent undertakes to indemnify on a several basis the Issuer,
         the Manager and each of their respective directors, officers, employees
         and controlling persons against all losses, liabilities, costs, claims,
         actions, damages, expenses or demands which any of them may incur or
         which may be made against any of them as a result of (but not including
         any consequential, indirect, punitive or special damages to the extent
         resulting from) its wilful default, negligence or fraud or that of its
         directors, officers, employees or controlling persons or any of them,
         or breach by it of the terms of this Agreement.

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10.      CHANGES IN AGENTS

10.1     APPOINTMENT AND REMOVAL

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

         (a)      (APPOINT NEW AGENTS): appoint:

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

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


                                                                              17


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

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

                           A.       an Insolvency Event;

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

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

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

10.2     RESIGNATION

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

10.3     LIMITATION OF APPOINTMENT AND TERMINATION

         Notwithstanding clauses 10.1 and 10.2:

         (a)      (PRINCIPAL PAYING AGENT AND OFFERED NOTE REGISTRARS): the
                  resignation by, or the termination of, the appointment of the
                  Principal Paying Agent or an Offered Note Registrar will not
                  take effect until a new Principal Paying Agent or Offered Note
                  Registrar, as the case may be, approved in writing by the
                  Offered Note Trustee has been appointed on terms previously
                  approved in writing by the Offered Note Trustee (in each case,
                  the approval not to be unreasonably withheld or delayed) and
                  with, in the case of the US Dollar Note Registrar, Specified
                  Offices in each of New York and London, and in the case of the
                  Euro Note Registrar, a Specified Office in London;

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

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


                                                                              18


         (d)      (OFFICE OF PAYING AGENT IN THE REPUBLIC OF IRELAND): so long
                  as the Offered Notes are listed on the Daily Official List of
                  the Irish Stock Exchange and the listing rules of the Irish
                  Stock Exchange require the appointment of a paying agent which
                  has an office in the Republic of Ireland as a condition of
                  such listing, the resignation by, or the termination of the
                  appointment of, the Offered Note Irish Paying Agent will not
                  take effect if, as a result of the resignation or termination,
                  there would not be a Paying Agent which has an specified
                  office in the Republic of Ireland;

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

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

10.4     PAYMENT OF AMOUNTS HELD BY THE PAYING AGENT

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

10.5     RECORDS HELD BY AN OFFERED NOTE REGISTRAR

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

10.6     SUCCESSOR TO PRINCIPAL PAYING AGENT, PAYING AGENT, AGENT BANK OR AN
         OFFERED NOTE REGISTRAR

         (a)      (APPOINTMENT AND RELEASE): On the execution by the Issuer, the
                  Manager and any successor Principal Paying Agent, Paying
                  Agent, Agent Bank or Offered Note Registrar of an instrument
                  effecting the appointment of that successor Principal Paying
                  Agent, Paying Agent, Agent Bank or Offered Note Registrar that
                  successor Principal Paying Agent, Paying Agent, Agent Bank or
                  Offered Note Registrar, as the case may be, will, without any
                  further act, deed or conveyance, become vested with all the
                  authority, rights, powers, trusts, immunities, duties and
                  obligations of its predecessor as if originally named as
                  Principal Paying Agent, Paying Agent, Agent Bank or Offered
                  Note Registrar, as the case may be, in this Agreement and that
                  predecessor, on payment to it of the pro rata proportion of
                  its administration fee and disbursements then unpaid (if any),
                  will have no further liabilities under this Agreement, except
                  for any accrued liabilities arising from or relating to any
                  act or omission occurring prior to the date on which the
                  successor Principal Paying Agent, Paying Agent, Agent Bank or
                  Offered Note Registrar was appointed.

         (b)      (MERGER): Any corporation:


                                                                              19


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

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

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

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

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

10.7     NOTICE TO OFFERED NOTEHOLDERS

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

10.8     CHANGE IN SPECIFIED OFFICE

         (a)      (AGENTS CHANGE): If any Agent proposes to change its Specified
                  Office (which must be within the same city as its previous
                  Specified Office), it must give to the Issuer the Manager, the
                  Offered Note Trustee and the other Agents not less than 30
                  days' prior written notice of that change, giving the address
                  of the new Specified Office and stating the date on which the
                  change is to take effect. No change of a Specified Office may
                  occur in the period 30 days before any due date for payment on
                  any Offered Notes.

         (b)      (NOTICE TO OFFERED NOTEHOLDERS): The Manager must, within 14
                  days of receipt of a notice under clause 10.8(a) (unless the
                  appointment is to terminate pursuant to clause 10.1 or 10.2 on
                  or prior to the date of that change) give to the Offered
                  Noteholders notice in accordance with Condition 11.1 of the
                  Offered Note Conditions of that change and of the address of
                  the new Specified Office, but the cost of giving that notice
                  must be borne by the Agent which is changing its


                                                                              20


                  Specified Office and not by the Issuer or the Manager.

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

11.1     AGENTS ARE AGENTS OF THE ISSUER

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

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

11.2     AGENCY

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

11.3     RELIANCE

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

11.4     ENTITLED TO DEAL

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

11.5     CONSULTATION

         Each Agent may, after 5 days' prior notice to the Issuer and the
         Manager, consult as to legal matters with lawyers selected by it, who
         may be employees of or lawyers to the Issuer, the Manager or the
         relevant Agent. An Agent is not required to provide 5 days prior notice
         of the consultation specified above if, in the reasonable opinion of
         that Agent, to do so would be contrary to the performance by it of its
         obligations under this Agreement, provided that such Agent must provide
         written notice to the Issuer and the Manager as soon as practicable
         after that consultation.

11.6     DUTIES AND OBLIGATIONS

         Each Agent will perform the duties and obligations, and only the duties
         and obligations, contained in or reasonably incidental to this
         Agreement and the Offered Note Conditions and no implied duties or
         obligations (other than general laws as to agency) will be read into
         this Agreement or the Offered Note Conditions against any Agent. An
         Agent is not required to take any action under this Agreement which
         would require it to incur any expense or liability for


                                                                              21


         which (in its reasonable opinion) either it would not be reimbursed
         within a reasonable time or in respect of which it has not been
         indemnified to its satisfaction.

11.7     INCOME TAX RETURNS

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

11.8     REPRESENTATION BY EACH AGENT

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

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12.      FEES AND EXPENSES

12.1     PAYMENT OF FEE

         The Issuer will pay to each Note Agent during the period that any of
         the Offered Notes or the Class A-2 Notes remain outstanding the
         administration fee separately agreed by that Note Agent and the Issuer.
         If the appointment of a Note Agent is terminated under this Agreement,
         the Note Agent must refund to the Issuer that proportion of the fee (if
         any) which relates to the period during which the Note Agent's
         appointment is terminated.

12.2     PAYMENT OF EXPENSES

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

12.3     NO OTHER FEES

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

12.4     PAYMENT OF FEES

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

12.5     NO COMMISSION

         Subject to this clause 12, no Paying Agent may charge any commission or
         fee in relation to


                                                                              22


         any payment by it under this Agreement.

12.6     ISSUER PERSONALLY LIABLE FOR FEES

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

12.7     TIMING OF PAYMENTS

         Except as referred to in clause 12.6, all payments by the Issuer to a
         Note Agent under this clause 12 are payable on the first Monthly
         Distribution Date following demand by that Note Agent from funds
         available for this purpose in accordance with the Series Supplement.

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

13.1     METHOD OF DELIVERY

         Subject to clause 13.4, any notice, request, certificate, approval,
         demand, consent or other communication to be given under this Agreement
         (other than notices to the Offered Noteholders) must:

         (a)      (IN WRITING AND SIGNED BY AN AUTHORISED OFFICER): except in
                  the case of communication by email, be in writing and signed
                  by an Authorised Officer of the party giving the same; and

         (b)      (DELIVERY): be:

                  (i)      left at the address of the addressee;

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

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

                  (iv)     sent by email by an Authorised Officer of the party
                           giving the same in accordance with the addressee's
                           email address,

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

13.2     DEEMED RECEIPT

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

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

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


                                                                              23


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

                  (d)      (EMAIL): where sent by email, on the date the email
                           is received.

         However, if the time of deemed receipt of any notice is not before 5.30
         pm local time on a Business Day at the address of the recipient it is
         deemed to have been received at the commencement of business on the
         next Business Day.

13.3     EMAIL

         A notice, request, certificate, approval, demand, consent or other
         communication to be given under this Agreement may only be given by
         email where the recipient has separately agreed that that communication
         or communications of that type, may be given by email.

13.4     COMMUNICATIONS THROUGH PRINCIPAL PAYING AGENT

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

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14.      APPOINTMENT OF CLASS A-2 IRISH PAYING AGENT

14.1     APPOINTMENT

         The Issuer, at the direction of the Manager, hereby appoints the Class
         A-2 Irish Paying Agent as the initial paying agent in relation to the
         Class A-2 Notes. The appointment is made to fulfil the requirement
         under the listing rules of the Irish Stock Exchange as a condition of
         listing the Class A-2 Notes on the Daily Official List of the Irish
         Stock Exchange. The Class A-2 Irish Paying Agent will have only such
         duties, obligations and responsibilities as may from time to time be
         agreed in writing between the Issuer, the Manager and the Class A-2
         Irish Paying Agent and will have no other duties, obligations or
         responsibilities under this Agreement other than as provided in this
         clause 14 and clause 9.2. The Class A-2 Irish Paying Agent hereby
         accepts its appointment and agrees that during the term of its
         appointment it will maintain an office in the Republic of Ireland. A
         reference to an Agent in clauses 8.4, 11.4 and 11.5, and to a Paying
         Agent in clause 10.6, includes a reference to the Class A-2 Irish
         Paying Agent.

14.2     RESIGNATION AND TERMINATION

         The Issuer, at the direction of the Manager, may terminate the
         appointment of the Class A-2 Irish Paying Agent under this Agreement at
         any time by giving written notice to the Class A-2 Irish Paying Agent
         (copied to the Manager) to that effect. The Class A-2 Irish Paying
         Agent may resign its appointment under this Agreement at any time by
         giving to the Issuer and the Manager not less than 90 days' written
         notice to that effect. The termination of the appointment or the
         retirement of the Class A-2 Irish Paying Agent will not have any effect
         until a replacement agent is appointed with an office in the Republic
         of Ireland for so long as the listing rules of the Irish Stock Exchange
         require such a paying agent as a condition of listing the Class A-2
         Notes on the Daily Official List of the Irish Stock Exchange.

--------------------------------------------------------------------------------
15.      ISSUER'S LIMITATION OF LIABILITY

15.1     LIMITATION ON ISSUER'S LIABILITY

         The Issuer enters into this Agreement only in its capacity as trustee
         of the Series Trust and in no other capacity. A liability incurred by
         the Issuer acting in its capacity as trustee of the


                                                                              24


         Series Trust arising under or in connection with this Agreement is
         limited to and can be enforced against the Issuer only to the extent to
         which it can be satisfied out of the Assets of the Series Trust out of
         which the Issuer is actually indemnified for the liability. This
         limitation of the Issuer's liability applies despite any other
         provision of this Agreement (other than clauses 12.6 and 15.3) and
         extends to all liabilities and obligations of the Issuer in any way
         connected with any representation, warranty, conduct, omission,
         agreement or transaction related to this Agreement.

15.2     CLAIMS AGAINST ISSUER

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

15.3     BREACH OF TRUST

         The provisions of this clause 15 will not apply to any obligation or
         liability of the Issuer to the extent that it is not satisfied because
         under the Master Trust Deed, the Series Supplement or any other
         Transaction Document or by operation of law there is a reduction in the
         extent of the Issuer's indemnification out of the Assets of the Series
         Trust as a result of the Issuer's fraud, negligence or wilful default
         and will not apply to any obligation or liability of the Issuer to pay
         amounts from its personal funds pursuant to clause 12.6.

15.4     ACTS OR OMISSIONS

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

15.5     NO AUTHORITY

         No Agent appointed in accordance with this Agreement has authority to
         act on behalf of the Issuer in a way which exposes the Issuer to any
         personal liability and no act or omission of any such person will be
         considered fraudulent, negligent or wilful default of the Issuer for
         the purposes of clause 15.3.

15.6     NO OBLIGATION

         The Issuer is not obliged to enter into any commitment or obligation
         under or in relation to this Agreement or any Transaction Document
         (including incur any further liability) unless the Issuer's liability
         is limited in a manner which is consistent with this clause 15 or
         otherwise in a manner satisfactory to the Issuer in its absolute
         discretion.


                                                                              25


--------------------------------------------------------------------------------
16.      GENERAL

16.1     WAIVER

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

16.2     WRITTEN WAIVER, CONSENT AND APPROVAL

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

16.3     SEVERABILITY

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

16.4     SURVIVAL OF INDEMNITIES

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

16.5     ASSIGNMENTS

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

16.6     SUCCESSORS AND ASSIGNS

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

16.7     MORATORIUM LEGISLATION

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

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

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

         are hereby expressly waived, negatived and excluded.

16.8     AMENDMENTS

         The parties to this Agreement may only amend this Agreement in
         accordance with clause 33.1(b) of the Series Supplement.


                                                                              26


16.9     GOVERNING LAW

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

16.10    JURISDICTION

         Each party irrevocably and unconditionally:

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

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

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

16.11    COUNTERPARTS

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

16.12    LIMITATION OF OFFERED NOTE TRUSTEE'S LIABILITY

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

16.13    CONTRA PROFERENTEM

         Each provision of this Agreement will be interpreted without
         disadvantage to the party who (or whose representative) drafted that
         provision.














                                                                              27




EXECUTED as an agreement.



SIGNED for and on behalf of PERPETUAL
TRUSTEE COMPANY LIMITED ABN 42 000 001 007
by                                              --------------------------------
its Attorney under a Power of Attorney
dated and who declares that he or she has       Signature of Attorney
not received any notice of the revocation of
such Power of Attorney, in the presence of:



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

Signature of Witness                            Name of Attorney in full



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

Name of Witness in full



SIGNED for and on behalf of SECURITISATION
ADVISORY SERVICES PTY LIMITED ABN 88 064 133
946
by                                              --------------------------------
its Attorney under a Power of
Attorney dated and who declares that he or      Signature of Attorney
she has not received any notice of the
revocation of such Power of Attorney, in the
presence of:



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

Signature of Witness



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

Name of Witness in full








                                                                              28


SIGNED for THE BANK OF NEW YORK by its
Authorised Signatory:                          ---------------------------------

                                               Authorised Signatory



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

Signature of Witness



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

Name of Witness in full






SIGNED for THE BANK OF NEW YORK, LONDON
BRANCH by its Authorised Signatory:            ---------------------------------

                                               Authorised Signatory



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

Signature of Witness



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

Name of Witness in full








                                                                              29


SIGNED for and on behalf of AIB/BNY FUND
MANAGEMENT (IRELAND) LIMITED
by                                             ---------------------------------
its Attorney under a Power of Attorney
dated and who declares that he or she has      Signature of Attorney
not received any notice of the revocation
of such Power of Attorney, in the presence
of:



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

Signature of Witness



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

Name of Witness in full




                                                                              30