<PAGE>



                                                                AGENCY AGREEMENT


                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)

                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)

                                            DEUTSCHE BANK TRUST COMPANY AMERICAS
                                                        (Principal Paying Agent)

                                                        WILMINGTON TRUST COMPANY
                                                                  (Note Trustee)

                                            DEUTSCHE BANK TRUST COMPANY AMERICAS
                                                             (Calculation Agent)

                                            DEUTSCHE BANK TRUST COMPANY AMERICAS
                                                                (Note Registrar)



                                              Crusade Global Trust No. 1 of 2003
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                               Sydney  NSW  2000
                                                                       Australia
                                                             Tel  61 2 9230 4000
                                                             Fax  61 2 9230 5333
                                                                  www.aar.com.au

                                       (C) Copyright Allens Arthur Robinson 2003


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AGENCY AGREEMENT                                          Allens Arthur Robinson
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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                       4
         1.1      Definitions                                                 4
         1.2      Note Trust Deed definitions                                 5
         1.3      Interpretation                                              5
         1.4      Document or agreement                                       5
         1.5      Transaction Document                                        5
         1.6      Trustee as trustee                                          5

2.       APPOINTMENT OF PAYING AGENTS                                         6

3.       PAYMENT                                                              6
         3.1      Payment by Trustee                                          6
         3.2      Confirmation                                                6
         3.3      Payments by Paying Agents                                   7
         3.4      Method of Payment - Book-Entry Notes                        7
         3.5      Method of payment - Definitive Notes                        7
         3.6      Late payment                                                7
         3.7      Notice of non-receipt                                       7
         3.8      Reimbursement                                               8
         3.9      Method of payment                                           8
         3.10     No fee                                                      8
         3.11     Trust                                                       8

4.       REPAYMENT                                                            9

5.       APPOINTMENT OF THE CALCULATION AGENT                                 9

6.       DUTIES OF THE CALCULATION AGENT                                      9

7.       NOTE TRUSTEE                                                        10

8.       EARLY REDEMPTION OF NOTES                                           11

9.       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES            12

10.      NOTICES TO NOTEHOLDERS                                              13

11.      DOCUMENTS AND FORMS                                                 13

12.      AUTHENTICATION                                                      13

13.      INDEMNITY                                                           13

14.      THE NOTE REGISTER                                                   14
         14.1     Appointment of Note Registrar                              14
         14.2     Details to be kept on the Note Register                    15
         14.3     Payments of Principal and Interest                         15
         14.4     Place of keeping Register, copies and access               15
         14.5     Details on Note Register conclusive                        16
         14.6     Alteration of details on Note Register                     16
         14.7     Rectification of Note Register                             16

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AGENCY AGREEMENT                                         Allens Arthur Robinson
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         14.8     Correctness of Note Register                               17

15.      CHANGES OF NOTE REGISTRAR                                           17
         15.1     Removal                                                    17
         15.2     Resignation                                                17
         15.3     Limitation                                                 17

16.      GENERAL                                                             17
         16.1     Communications to Class A Noteholders                      18
         16.2     Agency                                                     18
         16.3     Identity                                                   18
         16.4     No set-off                                                 18
         16.5     Reliance                                                   19
         16.6     Entitled to deal                                           19
         16.7     Consultation                                               19
         16.8     Duties                                                     19
         16.9     Income Tax Returns                                         19
         16.10    Obligations of Note Parties                                19

17.      CHANGES IN PAYING AGENTS AND CALCULATION AGENT                      19
         17.1     Removal                                                    19
         17.2     Resignation                                                20
         17.3     Limitation                                                 20
         17.4     Delivery of amounts                                        21
         17.5     Successor to Principal Paying Agent                        21
         17.6     Successor to Calculation Agent                             22
         17.7     Successor to Note Registrar                                22
         17.8     Notice to Class A Noteholders                              23
         17.9     Change in Paying Office or Specified Office                23

18.      FEES AND EXPENSES                                                   24

19.      WAIVERS, REMEDIES CUMULATIVE                                        25

20.      SEVERABILITY OF PROVISIONS                                          25

21.      ASSIGNMENTS                                                         25

22.      NOTICES                                                             25
         22.1     General                                                    25
         22.2     Details                                                    26
         22.3     Communication through Principal Paying Agent               27

23.      LIMITED RECOURSE                                                    28
         23.1     General                                                    28
         23.2     Liability of Trustee limited to its right to indemnity     28
         23.3     Unrestricted remedies                                      29
         23.4     Restricted remedies                                        29

24.      COUNTERPARTS                                                        29

25.      GOVERNING LAW                                                       29

26.      SUCCESSOR TRUSTEE                                                   30

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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DATE                                                                      2003
-------------
PARTIES
-------------

         1.     PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
                incorporated in Australia and registered in Victoria of Level 7,
                9 Castlereagh Street, Sydney, New South Wales 2000 in its
                capacity as trustee of the Crusade Global Trust No. 1 of 2003
                (the TRUSTEE);

         2.     CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
                Australia and registered in New South Wales of 4-16 Montgomery
                Street, Kogarah, New South Wales 2217, as Manager in relation to
                the Crusade Global Trust No. 1 of 2003 (the MANAGER);

         3.     DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office
                at 1761 East St. Andrew Place, Santa Ana, California 92705-4934
                as principal paying agent for the Notes described below (the
                PRINCIPAL PAYING AGENT, which expression shall, wherever the
                context requires, include any successor principal paying agent
                from time to time and, except where the context otherwise
                requires, the Principal Paying Agent and any additional paying
                agent or paying agents are PAYING AGENTS);

         4.     WILMINGTON TRUST COMPANY acting through its office at Rodney
                Square North, 1100 North Market Street, Wilmington, Delaware
                19890-0001, as trustee for the Class A Noteholders (the NOTE
                TRUSTEE, which expression shall, wherever the context requires,
                include any other trustee or trustees from time to time under
                the Note Trust Deed);

         5.     DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office
                at 1761 East St. Andrew Place, Santa Ana, California 92705-4934
                as reference agent in relation to the Notes described below (the
                CALCULATION AGENT) which expression shall, whenever the context
                requires, include any successor reference agent from time to
                time); and

         6.     DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office
                at 1761 East St. Andrew Place, Santa Ana, California 92705-4934
                as note registrar in relation to the Class A Notes described
                below (the NOTE REGISTRAR) which expression shall, whenever the
                context requires, include any successor note registrar from time
                to time.

RECITALS
-------------

         A      The Trustee proposes to issue US$1,050,000,000 of Class A
                mortgage backed pass through floating rate Notes (the CLASS A
                NOTES) each with a Final Maturity Date falling in January 2034
                and A$[*] of mortgage backed pass through floating rates Notes
                comprising $[26,000,000] Class B Notes and $[9,000,000] Class C
                Notes (together the $A NOTES) each with a Final Maturity Date
                falling in January 2034.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         B      The Class A Notes will be represented initially by one or more
                Book-Entry Notes (the BOOK-ENTRY NOTES).

         C      The Class A Notes, upon original issue, will be issued in the
                form of typewritten Book-Entry Notes representing the Book-Entry
                Notes. The Trustee shall, on the date of this deed, deliver or
                arrange the delivery on its behalf of the Book-Entry Notes to
                the Principal Paying Agent, as agent for the Clearing Agency.
                The Book-Entry Notes shall initially be registered on the Note
                Register in the name of the Common Depository, as nominee of the
                Clearing Agency, and no Class A Note Owner will receive a
                Definitive Note representing such Class A Note Owner's interest
                in such Class A Note, except as provided in the Note Trust Deed.

         D      The Class A Notes will be constituted by the Note Trust Deed,
                the Supplementary Terms Notice and the Master Trust Deed.

         E      The Class A Notes will be secured on the terms of the Security
                Trust Deed.

         F      The Trustee wishes to appoint the Principal Paying Agent as
                principal paying agent in respect of the Class A Notes only and
                has entered into this agreement to provide for the terms and
                conditions of that appointment.

         G      The Trustee wishes to appoint the Calculation Agent as its
                reference agent in respect of the Class A Notes only and has
                entered into this agreement to provide for the terms and
                conditions of that appointment.

         H      The Trustee wishes to appoint the Note Registrar in respect of
                the Class A Notes only and has entered into this agreement to
                provide for the terms and conditions of that appointment.

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IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION
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1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         MASTER TRUST DEED means the Master Trust Deed for the Crusade Euro
         Trusts dated 14 March 1998 between the Trustee as trustee, St.George
         Bank Limited and the Manager.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         on or about the date of this agreement issued under the Master Trust
         Deed in relation to the Trust.

         PAYING OFFICE means, in relation to a Paying Agent, the office of the
         Paying Agent specified in the Class A Notes or otherwise under this
         agreement or the Note Trust Deed as the office at which payments in
         respect of the Class A Notes will be made as changed from time to time
         in accordance with this agreement.

         SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice dated
         on or about the date of this agreement relating to the Trust.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         SPECIFIED OFFICE means, in relation to the Calculation Agent, the
         office of the Calculation Agent specified under this agreement as the
         office at which the Calculation Agent will carry out its duties under
         this agreement, and initially means its office at 1761 East St. Andrew
         Place, Santa Ana, California 92705-4934 (ATTN: Trust Administration
         ST0301).

         TRUST means the trust known as the Crusade Global Trust No. 1 of 2003
         established under the Notice of Creation of Trust, the Master Trust
         Deed and the Supplementary Terms Notice.

1.2      NOTE TRUST DEED DEFINITIONS

         Words and expressions which are defined in the Note Trust Deed
         (including by reference to another agreement and including the
         Conditions) have the same meanings when used in this agreement unless
         the context otherwise requires or unless otherwise defined in this
         agreement.

1.3      INTERPRETATION

         Clause 1.2 of the Master Trust Deed applies to this agreement as if set
         out in full and:

         (a)      a reference to an ASSET includes any real or personal, present
                  or future, tangible or intangible property or asset and any
                  right, interest, revenue or benefit in, under or derived from
                  the property or asset; and

         (b)      a reference to an amount for which a person is CONTINGENTLY
                  LIABLE includes an amount which that person may become
                  actually or contingently liable to pay if a contingency
                  occurs, whether or not that liability will actually arise.

1.4      DOCUMENT OR AGREEMENT

         A reference to:

         (a)      an AGREEMENT includes a Security Interest, Guarantee,
                  undertaking, deed, agreement or legally enforceable
                  arrangement whether or not in writing; and

         (b)      a DOCUMENT includes an agreement (as so defined) in writing or
                  a certificate, notice, instrument or document.

         A reference to a specific agreement or document includes it as amended,
         novated, supplemented or replaced from time to time, except to the
         extent prohibited by this agreement.

1.5      TRANSACTION DOCUMENT

         This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.6      TRUSTEE AS TRUSTEE

         (a)      In this agreement, except where provided to the contrary:

                  (i)     a reference to the Trustee is a reference to the
                          Trustee in its capacity as trustee of the Trust only,
                          and in no other capacity; and

                  (ii)    a reference to the assets, business, property or
                          undertaking of the Trustee is a reference to the
                          assets, business, property or undertaking of the
                          Trustee only in the capacity described in
                          sub-paragraph (i) above.
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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         (b)      The rights and obligations of the parties under this agreement
                  relate only to the Trust, and do not relate to any other Trust
                  (as defined in the Master Trust Deed).

2.       APPOINTMENT OF PAYING AGENTS
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         (a)      Subject to the terms of this agreement, the Trustee (acting on
                  the direction of the Manager) appoints the Principal Paying
                  Agent as its principal paying agent, and each other Paying
                  Agent as its paying agent, for making payments in respect of
                  the Class A Notes in accordance with the Transaction Documents
                  and the Conditions at their respective Paying Offices. The
                  Principal Paying Agent, and each other Paying Agent appointed
                  under this agreement accepts that appointment.

         (b)      Except in clause 17 and as the context otherwise requires,
                  references to the Principal Paying Agent are to it acting
                  solely through its Paying Office.

         (c)      If at any time there is more than one Paying Agent, the
                  obligations of the Paying Agents under this agreement shall be
                  several and not joint.

         It is acknowledged and agreed that:

                  (i)     each of the Principal Paying Agent and the other
                          Paying Agents is the agent of the Trustee in its
                          capacity as trustee of the Trust only; and

                  (ii)    despite anything else in this agreement, any other
                          Transaction Document or at law, the Trustee in its
                          personal capacity is not responsible for any act or
                          omission of the Principal Paying Agent or any other
                          Paying Agent except to the extent of losses, costs,
                          claims or damages caused by the fraud, negligence or
                          Default of the Trustee.

3.       PAYMENT
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3.1      PAYMENT BY TRUSTEE

         The Trustee shall, with the assistance of and, at the direction of the
         Manager, not later than 11.00 am (New York time) on each Payment Date,
         pay to or to the order of, or procure payment to or to the order of,
         the Principal Paying Agent (including where relevant in clause 3.9) the
         amount in US$ as may be required (after taking account of any cash then
         held by the Principal Paying Agent and available for the purpose) to be
         made on each Class A Note on that Payment Date under the Supplementary
         Terms Notice and the Conditions.

3.2      CONFIRMATION

         Not later than 4:00 pm (Sydney time) on each Determination Date, the
         Manager on behalf of the Trustee shall notify, or procure notification
         to, the Principal Paying Agent and the Note Trustee of the amount of
         interest or principal payable in respect of the Class A Notes on the
         Payment Date following that Determination Date. The Trustee or if
         required by the Trustee, the Manager on its behalf shall also forward
         to the Principal Paying Agent at that time confirmation that all
         amounts required to be paid to the Currency Swap Provider under any
         Confirmation relating to the Class A Notes on the Payment Date
         following that Determination Date will be made unconditionally.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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3.3      PAYMENTS BY PAYING AGENTS

         Subject to payment being duly made as provided in clause 3.1 (or to the
         Principal Paying Agent otherwise being satisfied that the payment will
         be duly made on the due date), and subject to clause 7, the Paying
         Agents shall pay or cause to be paid on behalf of the Trustee on each
         Payment Date the relevant amounts of principal and interest due in
         respect of the Class A Notes in accordance with the Supplementary Terms
         Notice and the Conditions.

3.4      METHOD OF PAYMENT - BOOK-ENTRY NOTES

         The Principal Paying Agent shall cause all payments of principal or
         interest (as the case may be) due in respect of Class A Notes
         represented by a Book-Entry Note to be made to the Common Depository
         for credit to the account of the persons appearing from time to time in
         the records of the Common Depository as account holder with respect to
         the Book-Entry Note.

3.5      METHOD OF PAYMENT - DEFINITIVE NOTES

         Payments of principal or interest on the Definitive Notes, if any,
         shall be made in accordance with the Conditions and the Supplementary
         Terms Notice.

3.6      LATE PAYMENT

         (a)      If any payment under clause 3.1 is made late but otherwise in
                  accordance with the provisions of this agreement, each Paying
                  Agent shall make payments required to be made by it in respect
                  of the Class A Notes as provided in this clause 3. However,
                  unless and until the full amount of any payment in respect of
                  the Class A Notes required to be made under the Transaction
                  Documents has been made under clause 3.1 to or to the order of
                  the Principal Paying Agent, no Paying Agents shall be bound to
                  make a payment under clause 3 except to the extent that
                  non-payment is caused by fraud, wilful misconduct, negligence
                  or bad faith on the part of that Paying Agent or of any of its
                  directors, officers, employees or servants.

         (b)      If the Principal Paying Agent has not received on a Payment
                  Date the full amount of principal and interest then payable on
                  any Class A Note in accordance with the Supplementary Terms
                  Notice and the Conditions, but receives the full amount later,
                  it shall:

                  (i)     forthwith upon full receipt notify the other Paying
                          Agents (if any), the Trustee, the Note Trustee, the
                          Security Trustee and the Manager; and

                  (ii)    as soon as practicable after such full receipt give
                          due notice, in accordance with Condition 12 (unless
                          the Note Trustee agrees otherwise), to the Class A
                          Noteholders that it has received the full amount.

3.7      NOTICE OF NON-RECEIPT

         The Principal Paying Agent shall immediately notify by facsimile (if
         appropriate) the other Paying Agents (if any), the Note Trustee, the
         Trustee, the Security Trustee, the Currency Swap Provider and the
         Manager if the full amount of any payment of principal or interest
         required to be made by the Supplementary Terms Notice and Conditions in
         respect of the Class A Notes is not unconditionally received by it or
         to its order in accordance with this agreement.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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3.8      REIMBURSEMENT

         The Principal Paying Agent shall (provided that it has been placed in
         funds by the Trustee) on demand promptly reimburse the other Paying
         Agents (if any) for payments of principal and interest properly made by
         that Paying Agent in accordance with the Supplementary Terms Notice,
         the Conditions and this agreement. The Trustee shall not be concerned
         with the apportionment of any moneys between the Principal Paying
         Agent, the other Paying Agents (if any) and payment to the Principal
         Paying Agent of any moneys due to the Paying Agents shall operate as a
         good discharge to the Trustee in respect of such moneys.

3.9      METHOD OF PAYMENT

         (a)      All sums payable by the Trustee to the Principal Paying Agent
                  under this agreement shall, unless otherwise provided by and
                  subject to the Currency Swap, be paid by the Currency Swap
                  Provider on behalf of the Trustee in US$ to the account, with
                  the bank outside Australia as the Principal Paying Agent may
                  from time to time notify to the Trustee and the Note Trustee.
                  Those sums shall be held in an account for payment to the
                  Class A Noteholders, as the case may be, and, failing that
                  payment within the designated periods of prescription
                  specified in Condition 8, or upon the bankruptcy, insolvency,
                  winding up or liquidation of the Principal Paying Agent or
                  default being made by the Principal Paying Agent in the
                  payment of any amounts in respect of principal or interest in
                  accordance with this agreement, on trust for repayment to the
                  Trustee (subject to clause 4). On repayment in accordance with
                  clause 4 to the Trustee that trust shall terminate and all
                  liabilities of the Principal Paying Agent with respect to
                  those moneys shall cease. The Principal Paying Agent shall,
                  promptly after each Payment Date, confirm to the Trustee that
                  the Principal Paying Agent has paid the relevant amount to the
                  Common Depository.

         (b)      Subject to the terms of this agreement, the Principal Paying
                  Agent shall be 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 shall
                  be entitled to retain for its own account any interest earned
                  on the sums from time to time credited to the separate account
                  referred to in paragraph (a) and it need not segregate such
                  sums from other amounts held by it.

3.10     NO FEE

         Subject to clause 18, no Paying Agent will charge any commission or fee
         in relation to any payment under this agreement.

3.11     TRUST

         The Principal Paying Agent shall hold in trust for the Note Trustee and
         the Class A Noteholders all sums held by it for the payment of
         principal and interest with respect to the Class A Notes until all
         relevant sums are paid to the Note Trustee or the Class A Noteholders
         or otherwise disposed of in accordance with the Note Trust Deed.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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4.       REPAYMENT
--------------------------------------------------------------------------------

         (a)      Immediately on any entitlement to receive principal or
                  interest under any Class A Note becoming void under the
                  Conditions, the Principal Paying Agent shall repay to the
                  Trustee the amount which would have been due in respect of
                  that principal or interest if it had been paid before the
                  entitlement became void, together with any fees applicable to
                  that payment or entitlement (pro rated as to the amount and
                  time) to the extent already paid under clause 18.

         (b)      Despite paragraph (a) the Principal Paying Agent shall not be
                  obliged to make any repayment to the Trustee so long as any
                  amounts which should have been paid to or to the order of the
                  Principal Paying Agent or, if applicable, the Note Trustee by
                  the Trustee remain unpaid.

5.       APPOINTMENT OF THE CALCULATION AGENT
--------------------------------------------------------------------------------

         (a)      The Trustee (acting on the direction of the Manager) appoints
                  the Calculation Agent as its reference agent in respect of the
                  Class A Notes upon the terms and conditions set forth in this
                  agreement and the Calculation Agent accepts that appointment.

         (b)      It is acknowledged and agreed that:

                  (i)     the Calculation Agent is the agent of the Trustee in
                          its capacity as trustee of the Trust only; and

                  (ii)    despite anything else in this agreement, any other
                          Transaction Document or at law, the Trustee in its
                          personal capacity is not responsible for any act or
                          omission of the Calculation Agent except to the extent
                          of losses, costs, claims or damages caused by the
                          fraud, negligence or Default of the Trustee.

6.       DUTIES OF THE CALCULATION AGENT
--------------------------------------------------------------------------------

         (a)      The Calculation Agent shall, in relation to the Class A Notes,
                  until their final maturity or such earlier date on which the
                  Class A Notes are due and payable in full and in either case
                  until the Trustee has paid all amounts in relation to the
                  Class A Notes to the Principal Paying Agent or, if applicable,
                  the Note Trustee:

                  (i)     perform such duties at its Specified Office as are set
                          forth in this agreement and in the Conditions and any
                          other duties which are reasonably incidental at the
                          request of the Trustee, the Manager, the Note Trustee
                          or the Principal Paying Agent;

                  (ii)    determine LIBOR for each Interest Period, and
                          calculate the relevant Interest and Interest Rate on
                          Class A Notes, in the manner set out in Condition 4
                          and confirm with the Currency Swap Provider that the
                          LIBOR determined under this agreement is the same as
                          LIBOR determined by the Currency Swap Provider under
                          the Currency Swap;

                  (iii)   notify the Trustee, the Manager, the Note Trustee and
                          the Paying Agents by facsimile transmission on or as
                          soon as possible after the first day of that Interest
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AGENCY AGREEMENT                                          Allens Arthur Robinson
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                          Period, of the Interest Rate and the Interest so
                          determined by it in relation to that Interest Period,
                          specifying to the Trustee and the Manager the rates
                          upon which they are based and (where relevant) the
                          names of the banks quoting those rates; and

                  (iv)    cause the Interest and Interest Rates applicable to
                          the Class A Notes for each Interest Period together
                          with the relevant Payment Date, to be published (at
                          the expense of the Trustee) in accordance with the
                          provisions of Conditions 4 and 12, on or as soon as
                          possible after the commencement of the relevant
                          Interest Period, provided that the Trustee and the
                          Manager and the Note Trustee shall co-operate with the
                          Calculation Agent in order to effect that publication.

         (b)      The Interest, Interest Rate and relevant Payment Date
                  published under sub-paragraph (iv) may subsequently be amended
                  (or appropriate alternative arrangements made by way of
                  adjustment) without notice to Class A Noteholders in the event
                  of a shortening of the Interest Period.

         (c)      If the Calculation Agent at any time and for any reason does
                  not determine the Interest Rate or calculate the Interest for
                  the Class A Notes, the Manager shall do so and each such
                  determination or calculation shall be deemed to have been made
                  by the Calculation Agent. In doing so, the Manager shall apply
                  the provisions of this clause 6, with any necessary
                  consequential amendments, to the extent that, in its opinion,
                  it can do so, and, in all other respects it shall do so in
                  such a manner as it shall deem fair and reasonable in all the
                  circumstances.

         (d)      If the Manager does not at any time and for any reason
                  determine a Principal Payment, the Invested Amount or the
                  Stated Amount applicable to Class A Notes in accordance with
                  the Transaction Documents, the Principal Payment, Invested
                  Amount and the Stated Amount shall be determined by the
                  Calculation Agent in accordance with the Transaction Documents
                  (but based solely on the information in its possession) and
                  each such determination or calculation shall be deemed to have
                  been made by the Manager. The Calculation Agent may appoint
                  any person as its agent for the purpose of making any such
                  calculation or determination.

7.       NOTE TRUSTEE
--------------------------------------------------------------------------------

         (a)      At any time after an Event of Default has occurred in relation
                  to a Class A Note or at any time after Definitive Notes have
                  not been issued when required in accordance with the
                  provisions of the Transaction Documents, the Note Trustee may:

                  (i)     by notice in writing to the Trustee, the Manager, the
                          Calculation Agent, the Principal Paying Agent and any
                          other Paying Agents require the Principal Paying
                          Agent, the other Paying Agents and the Calculation
                          Agent either:

                          (A)

                                (1)   to act as Principal Paying Agent, Paying
                                      Agents and Calculation Agent,
                                      respectively, of the Note Trustee on the
                                      terms of this agreement in relation to
                                      payments to be made by or on behalf of the
                                      Trustee under the terms of the Note Trust
                                      Deed, except that

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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                                      the Note Trustee's liability under any
                                      provisions of this agreement for the
                                      indemnification of the Calculation Agent
                                      and the Paying Agents shall be limited to
                                      any amount for the time being held by the
                                      Note Trustee on the trusts of the Note
                                      Trust Deed and which is available to be
                                      applied by the Note Trustee for that
                                      purpose; and

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

                          (B)   to deliver up all Definitive Notes, and all
                                amounts, documents and records held by them in
                                respect of the Class A Notes, to the Note
                                Trustee or as the Note Trustee directs in that
                                notice, other than any documents or records
                                which the Calculation Agent or Paying Agent (as
                                the case may be) is obliged not to release by
                                any law or regulation; and

                  (ii)    by notice in writing to the Trustee require it to make
                          (or arrange to be made) all subsequent payments in
                          respect of the Class A Notes to the order of the Note
                          Trustee and not to the Principal Paying Agent and,
                          with effect from the issue of that notice to the
                          Trustee and until that notice is withdrawn clause 2.3
                          of the Note Trust Deed shall not apply.

         (b)      The payment by the Trustee of its payment obligations on each
                  Payment Date under the Supplementary Terms Notice and the
                  Conditions to the Note Trustee in accordance with this
                  paragraph (b) shall be a good discharge to the Trustee and the
                  Trustee shall not be liable for any act or omission or default
                  of the Note Trustee during the period it is required to make
                  payment to the Note Trustee under this paragraph (b).

         (c)      The Note Trustee shall forthwith upon request give notice to
                  the Manager, the Trustee, the Security Trustee, the
                  Calculation Agent and the Principal Paying Agent of any change
                  in the Authorised Signatories of the Note Trustee.

         (d)      If the Calculation Agent at any time for any reason does not
                  determine the Interest Rate or calculate the Interest for a
                  Class A Note, the Note Trustee shall do so and each such
                  determination or calculation shall be deemed to have been made
                  by the Calculation Agent. In doing so, the Note Trustee shall
                  apply the provisions of clause 6, with any necessary
                  consequential amendments, to the extent that, in its opinion,
                  it can do so, and, in all other respects it shall do so in
                  such a manner as it shall deem fair and reasonable in all the
                  circumstances.

8.       EARLY REDEMPTION OF NOTES
--------------------------------------------------------------------------------

         (a)      If the Trustee intends to redeem all (but not some only) of
                  the Class A Notes prior to its Final Maturity Date pursuant to
                  Condition 5(j) (which it may only do at the direction of the
                  Manager), the Manager shall give not less than 5 days' prior
                  notice to the Principal Paying Agent and the Note Trustee
                  before giving the requisite period of notice to the Class A

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                                                                         Page 11
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

                  Noteholders in accordance with Condition 5(i) or 5(j) and
                  stating the date on which the Class A Notes are to be
                  redeemed.

         (b)      The Principal Paying Agent shall, on receipt of a notice under
                  paragraph (a):

                  (i)     notify the Common Depository of the proposed
                          redemption, specifying:

                          (A)  the aggregate Invested Amount or Stated Amount
                               (as the case may be) of the Class A Notes to be
                               redeemed;

                          (B)  the amount of principal to be repaid in relation
                               to the Class A Notes; and

                          (C)  the date on which the Class A Notes are to be
                               redeemed; and

                  (ii)    promptly and in accordance with the relevant
                          Conditions on behalf of and at the expense of the
                          Trustee publish the notices required in connection
                          with that redemption.

9.       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES
--------------------------------------------------------------------------------

         (a)      If the Trustee is required to redeem some (but not all) of the
                  Class A Notes prior to its Final Maturity Date pursuant to
                  Condition 5(a) the Manager shall on each Determination Date
                  give prior notice to the Calculation Agent, the Principal
                  Paying Agent and the Note Trustee, as provided in Condition 5.

         (b)      On receipt of a notice under paragraph (a), the Principal
                  Paying Agent shall notify the Common Depository of the
                  proposed redemption, specifying in each case the aggregate
                  principal amount of the Class A Notes to be redeemed and the
                  date on which such Class A Notes are to be redeemed.

         (c)      The Manager shall, on (or as soon as practicable after) each
                  Quarterly Determination Date in respect of the Class A Notes,
                  calculate:

                  (i)     the amount of principal to be repaid in respect of the
                          Class A Notes due on the Payment Date next following
                          that Determination Date;

                  (ii)    the Stated Amount and Invested Amount of the Class A
                          Note on the first day of the next following Interest
                          Period (after deducting any principal due to be made
                          on the next Payment Date); and

                  (iii)   the Class A Bond Factor on each Quarterly
                          Determination Date in respect of the Collection Period
                          ending before that Quarterly Determination Date,

                  and shall forthwith notify or cause to be notified to the
                  Trustee, the Calculation Agent, the Note Trustee and the
                  Principal Paying Agent of each of those determinations in
                  accordance with the Supplementary Terms Notice. On receipt of
                  that notice, the Principal Paying Agent shall give a copy of
                  that notice to the Common Depository in accordance with the
                  requirements of the Note Depository Agreement.

         (d)      The Manager will immediately cause details of each
                  determination under paragraph (c) to be published in
                  accordance with Condition 12 by one Business Day before the
                  relevant Payment Date.


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                                                                         Page 12
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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         (e)      If no principal is due to be repaid on the Class A Notes on
                  any Payment Date, the Manager shall give notice or shall cause
                  a notice to this effect to be given to the Class A Noteholders
                  in accordance with Condition 12.

         (f)      If the Class A Notes are redeemed in whole or in part in
                  accordance with the Conditions and the Transaction Documents,
                  the Principal Paying Agent will, if any Book-Entry Notes are
                  still outstanding in relation to that Class, cause the Note
                  Registrar to record all relevant details in the Note Register.
                  The Principal Paying Agent shall as soon as possible, and in
                  any event within three months after the date of any redemption
                  or purchase, furnish to each of the Trustee and the Note
                  Trustee a certificate setting out the aggregate Invested
                  Amount and Stated Amount of Class A Notes which have been
                  redeemed or the aggregate Invested Amount and Stated Amount of
                  Class A Notes which have been purchased. If the Invested
                  Amount of a Book-Entry Note is reduced to nil, the Principal
                  Paying Agent shall destroy the relevant Book-Entry Note and
                  issue a destruction certificate forthwith to the Note Trustee
                  and shall send a copy of that certificate to the Trustee, the
                  Manager and the Note Trustee.

10.      NOTICES TO NOTEHOLDERS
--------------------------------------------------------------------------------

         (a)      Subject to clause 23 at the expense of the Trustee, the
                  Principal Paying Agent shall arrange for the publication of
                  all notices to Class A Noteholders in accordance with the
                  Conditions.

         (b)      The Principal Paying Agent shall promptly send to the Note
                  Trustee one copy of the form of every notice given to Class A
                  Noteholders in accordance with the Conditions.

11.      DOCUMENTS AND FORMS
--------------------------------------------------------------------------------

         (a)      The Manager shall provide to the Principal Paying Agent for
                  distribution to each Paying Agent sufficient copies of all
                  documents required by the Conditions or the Note Trust Deed to
                  be available to the Class A Noteholders for issue or
                  inspection (including the Note Trust Deed, the Master Trust
                  Deed and the Supplementary Terms Notice).

         (b)      The Manager and the Trustee shall provide to the Calculation
                  Agent such documents as the Calculation Agent may reasonably
                  require from the Manager or the Trustee (and in the case of
                  the Trustee only those documents that are in the Trustee's
                  possession or power) in order for the Calculation Agent
                  properly to fulfil its duties in respect of the Class A Notes.

12.      AUTHENTICATION
--------------------------------------------------------------------------------

         The Principal Paying Agent upon written direction of the Manager shall
         authenticate or cause to be authenticated the Book-Entry Notes and (if
         required) the Definitive Notes (whether on initial issue or on
         replacement).

13.      INDEMNITY
--------------------------------------------------------------------------------

         (a)      Subject to paragraph (b) and clause 23, the Trustee shall
                  indemnify each Paying Agent, the Note Registrar and the
                  Calculation Agent against any loss, damages, proceeding,
                  liability,



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                                                                         Page 13
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

                  cost, claim, action, demand or expense (in this clause 13,
                  each, an EXPENSE) which the Paying Agent, the Note Registrar
                  or the Calculation Agent, as the case may be, may incur or
                  which may be made against the Paying Agent, the Note Registrar
                  or the Calculation Agent (as the case may be), as a result of
                  or in connection with the Paying Agent's, the Note Registrar's
                  or the Calculation Agent's, as the case may be, appointment or
                  the proper exercise of the Paying Agent's, the Note
                  Registrar's or the Calculation Agent's, as the case may be,
                  powers and proper performance of the Paying Agent's, the Note
                  Registrar's or the Calculation Agent's, as the case may be,
                  duties under this agreement, notwithstanding the resignation
                  or removal of that Paying Agent, the Note Registrar's or the
                  Calculation Agent in accordance with clause 17 (including any
                  liability in respect of payment of a cheque drawn by that
                  Paying Agent or Calculation Agent (as the case may be) where
                  the cheque is collected or sued upon or an attempt at
                  collection is made after the amount in respect of which it is
                  paid has been returned to the Trustee under clause 4).

         (b)      The indemnity in paragraph (a) applies to any Expense of a
                  Paying Agent, the Note Registrar or the Calculation Agent (as
                  the case may be) only:

                  (i)     to the extent the Expense does not result from the
                          breach by the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) of the terms of
                          this agreement or which breach arises out of the
                          Paying Agent's, the Note Registrar's or the
                          Calculation Agent's (as the case may be) own fraud,
                          wilful misconduct, negligence or bad faith or that of
                          its directors, officers or employees or servants;

                  (ii)    if the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) gives notice of
                          the Expense to the Trustee and the Manager promptly
                          upon the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) becoming aware
                          of the Expense; and

                  (iii)   if and whenever the Trustee or the Manager so
                          requires, the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) takes any
                          actions or proceedings under the control and at the
                          expense of the Trustee as the Trustee may reasonably
                          require to avoid, resist or compromise that Expense.

         (c)      Each of the Calculation Agent, the Note Registrar and the
                  Paying Agents severally indemnifies the Trustee and the
                  Manager against any Expense which the Trustee or the Manager
                  (as the case may be) may incur or which may be made against it
                  as a result of a breach by the Calculation Agent, the Note
                  Registrar or the Paying Agent (as the case may be) of the
                  terms of this agreement or its own fraud, wilful misconduct,
                  negligence or bad faith or that of its directors, officers or
                  employees or servants, including any failure to obtain and
                  maintain in existence any Authorisation required by it for the
                  assumption, exercise and performance of its powers and duties
                  under this agreement.

14.      THE NOTE REGISTER
--------------------------------------------------------------------------------

14.1     APPOINTMENT OF NOTE REGISTRAR

         The Trustee appoints Deutsche Bank Trust Company Americas to be the
         initial Note Registrar. Deutsche Bank Trust Company Americas accepts
         that appointment.



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                                                                         Page 14
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

14.2     DETAILS TO BE KEPT ON THE NOTE REGISTER

         The Note Registrar shall keep the Note Register with respect to the
         Trust in accordance with the terms of this agreement and Note Trust
         Deed, on which shall be entered the following information relating to
         the Trust:

         (a)      (NAME) the name of the Trust;

         (b)      (CREATION) the date of the creation of the Trust;

         (c)      (ISSUE DATES) the Issue Dates for Class A Notes issued in
                  relation to the Trust;

         (d)      (INITIAL INVESTED AMOUNT) the total Initial Invested Amount of
                  Class A Notes issued on each such Issue Date;

         (e)      (INVESTED AMOUNT) the Invested Amount of each Class A Note
                  from time to time;

         (f)      (STATED AMOUNT) the Stated Amount of each Class A Note from
                  time to time;

         (g)      (SERIES) details of relevant Classes of Class A Notes;

         (h)      (DETAILS OF NOTEHOLDERS) the name and address of each Class A
                  Noteholder;

         (i)      (NUMBER OF NOTES) the number of Class A Notes held by each
                  Class A Noteholder;

         (j)      (DATE OF ENTRY) the date on which a person was entered as the
                  holder of Class A Notes;

         (k)      (DATE OF CESSATION) the date on which a person ceased to be a
                  Class A Noteholder;

         (l)      (ACCOUNT) the account to which any payments due to a Class A
                  Noteholder are to be made (if applicable);

         (m)      (PAYMENTS) a record of each payment in respect of the Class A
                  Notes; and

         (n)      (ADDITIONAL INFORMATION) such other information as:

                  (i)     is required by the Supplementary Terms Notice;

                  (ii)    the Note Registrar considers necessary or desirable;
                          or

                  (iii)   the Manager or the Trustee reasonably requires in
                          writing with respect to Class A Notes.

14.3     PAYMENTS OF PRINCIPAL AND INTEREST

         (a)      Any payment of principal or interest on any Class A Note shall
                  be endorsed by the Note Registrar on the Note Register. In the
                  case of payments of principal, the Invested Amount of the
                  Class A Notes shall be reduced for all purposes by the amount
                  so paid and endorsed on the Note Register. Any such record
                  shall be prima facie evidence that the payment in question has
                  been made.

         (b)      If the amount of principal or interest (as the case may be)
                  due for payment on any Class A Note is not paid in full
                  (including Carryover Charge Offs and by reason of a deduction
                  or withholding) the Note Registrar shall endorse a record of
                  that shortfall on the Note Register.

14.4     PLACE OF KEEPING REGISTER, COPIES AND ACCESS

         The Note Register shall be:



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                                                                         Page 15
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

         (A)      (PLACE KEPT) kept at the principal office of the Note
                  Registrar or at such place as the Trustee, the Manager and the
                  Note Registrar may agree;

         (B)      (ACCESS TO MANAGER AND AUDITOR) open to the Trustee, the
                  Manager, the Note Trustee and the Auditor of the Trust to
                  inspect during normal business hours;

         (C)      (INSPECTION BY CLASS A NOTEHOLDERS) open for inspection by the
                  Note Trustee or a Class A Noteholder during normal business
                  hours but, in the case of a Class A Noteholder, only in
                  respect of information relating to that Class A Noteholder;
                  and

         (D)      (NOT FOR COPYING) not available to be copied by any person
                  (other than the Trustee, the Manager or the Note Trustee)
                  except in compliance with such terms and conditions (if any)
                  as the Manager, the Trustee and the Note Registrar in their
                  absolute discretion nominate from time to time.

14.5     DETAILS ON NOTE REGISTER CONCLUSIVE

         (A)      (RELIANCE ON REGISTER) The Trustee shall be entitled to rely
                  on the Note Register as being a correct, complete and
                  conclusive record of the matters set out in it at any time and
                  whether or not the information shown in the Note Register is
                  inconsistent with any other document, matter or thing. The
                  Trustee is not liable to any person in any circumstances
                  whatsoever for any inaccuracy in, or omission from, the Note
                  Register.

         (B)      (NO TRUSTS ETC) The Note Registrar shall not be obliged to
                  enter on the Note Register notice of any trust, Security
                  Interest or other interest whatsoever in respect of any Class
                  A Notes and the Trustee shall be entitled to recognise a Class
                  A Noteholder as the absolute owner of Class A Notes and the
                  Trustee shall not be bound or affected by any trust affecting
                  the ownership of any Class A Notes unless ordered by a court
                  or required by statute.

14.6     ALTERATION OF DETAILS ON NOTE REGISTER

         On the Note Registrar being notified of any change of name or address
         or payment or other details of a Class A Noteholder by the Class A
         Noteholder, the Note Registrar shall alter the Note Register
         accordingly.

14.7     RECTIFICATION OF NOTE REGISTER

         If:

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

         (b)      an entry is made in the Note Register otherwise than in
                  accordance with this deed;

         (c)      an entry wrongly exists in the Note Register;

         (d)      there is an error or defect in any entry in the Note Register;
                  or

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

         the Note Registrar may rectify the same.



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                                                                         Page 16
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

14.8     CORRECTNESS OF NOTE REGISTER

         The Note Registrar shall not be liable for any mistake, error or
         omission on the Note Register or in any purported copy except to the
         extent that the mistake, error or omission is attributable to its
         fraud, negligence or wilful default.

15.      CHANGES OF NOTE REGISTRAR
--------------------------------------------------------------------------------

15.1     REMOVAL

         The Trustee (or the Manager on its behalf after advising the Trustee)
         may terminate the appointment of the Note Registrar with the prior
         written approval of the Note Trustee (which approval must not be
         unreasonably withheld or delayed), with effect not less than 60 days
         from that notice.

15.2     RESIGNATION

         Subject to this clause 15 the Note Registrar may resign its appointment
         at any time by giving to the Trustee, the Manager and the Note
         Registrar not less than 60 days written notice to that effect.

15.3     LIMITATION

         Despite clauses 15.1 and 15.2:

         (a)      no resignation by or termination of the appointment of the
                  Note Registrar shall take effect until a new Note Registrar
                  approved in writing by the Note Trustee has been appointed on
                  terms previously approved in writing by the Note Trustee (in
                  each case, that approval not to be unreasonably withheld or
                  delayed); and

         (b)      the appointment of a new Note Registrar shall be on the terms
                  and subject to the conditions of this agreement and the
                  outgoing Note Registrar shall 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 new Note Registrar.

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

16.1     COMMUNICATIONS TO CLASS A NOTEHOLDERS

         The Principal Paying Agent shall, upon receipt from the Trustee,
         Manager, Security Trustee or Note Trustee of any communication to be
         delivered to Class A Noteholders or Class A Note Owners, including any
         communications pursuant to clauses 3.3, 7.1, 18(a), 22.1 or 23.2 of the
         Note Trust Deed or any other solicitation of notice from or consent of
         the Class A Noteholders or Class A Note Owners pursuant to or relating
         to the Note Trust Deed or this agreement, forward such communications
         to the Class A Noteholders, along with instructions that the responses
         relating to such communications be returned to the Principal Paying
         Agent. Such communication shall include the date upon which the
         response to such solicitation shall be delivered (the RESPONSE DATE).
         The Principal Paying Agent shall treat any Class A Noteholder who has
         not delivered its response as of the Response Date as having withheld
         its consent to the proposed action. The Principal Paying Agent shall
         notify the Trustee, Manager and Note Trustee of the results of any such
         solicitations of consent.



--------------------------------------------------------------------------------
                                                                         Page 17
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

16.2     AGENCY

         Subject to any other provision of this agreement, each of the Paying
         Agents, the Calculation Agent and the Note Registrar (each a NOTE
         PARTY) shall act solely for and as agent of the Trustee and shall not
         have any obligations towards or relationship of agency or trust with
         any person entitled to receive payments of principal and/or interest on
         the Class A Notes and shall be responsible only for performance of the
         duties and obligations expressly imposed upon it in this agreement.

16.3     IDENTITY

         Each Paying Agent shall (except as ordered by a court of competent
         jurisdiction or as required by law) be entitled to treat the person:

         (a)      who is, while a Book-Entry Note remains outstanding, the
                  registered owner of that Book-Entry Note as the person
                  entitled to receive payments of principal or interest (as
                  applicable) and each person shown in the records of the Common
                  Depository as the holder of any Class A Note represented by a
                  Book-Entry Note shall be entitled to receive from the
                  registered owner of that Book-Entry Note any payment so made
                  in accordance with the respective rules and procedures of the
                  Common Depository and on the terms and subject to the
                  conditions of that Book-Entry Note;

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

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

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

16.4     NO SET-OFF

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

16.5     RELIANCE

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



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                                                                         Page 18
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

16.6     ENTITLED TO DEAL

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

16.7     CONSULTATION

         Each Note Party may, with the consent of the Trustee and the Manager
         (such consent not to be unreasonably withheld), consult as to legal
         matters with lawyers selected by it, who may be employees of or lawyers
         to the Trustee, the Manager or the relevant Paying Agent or the
         Calculation Agent.

16.8     DUTIES

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

16.9     INCOME TAX RETURNS

         The Principal Paying Agent shall, subject always to compliance with
         mandatory provisions of law, deliver to each Class A Noteholder such
         information as may be reasonably required to enable such Class A
         Noteholder to prepare its federal and state income tax returns.

16.10    OBLIGATIONS OF NOTE PARTIES

         Each Note Party represents and warrants that it is duly qualified to
         assume its obligations under this agreement and has obtained all
         necessary approvals required to perform its obligations under this
         agreement.

17.      CHANGES IN PAYING AGENTS AND CALCULATION AGENT
--------------------------------------------------------------------------------

17.1     REMOVAL

         The Trustee (or the Manager with the consent of the Trustee (such
         consent not to be unreasonably withheld)) may at any time:

         (a)      with the prior written approval of the Note Trustee appoint:

                  (i)     additional or alternative Paying Agents; or

                  (ii)    an alternative Calculation Agent;


--------------------------------------------------------------------------------
                                                                         Page 19
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

         (b)      subject to this clause 17, terminate the appointment of any
                  Paying Agent or the Calculation Agent by giving written notice
                  to that effect to each Designated Rating Agency, the Note
                  Trustee, the Calculation Agent (if its appointment is to be
                  terminated), the Principal Paying Agent and (if different) the
                  Paying Agent whose appointment is to be terminated:

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

                          (A)   an Insolvency Event has occurred in relation to
                                the Paying Agent or Calculation Agent;

                          (B)   the Paying Agent or Calculation Agent has ceased
                                its business;

                          (C)   the Paying Agent or Calculation Agent fails to
                                comply with any of its obligations under this
                                agreement and, if capable of remedy, such
                                failure is not remedied within five days after
                                the earlier of (x) the Paying Agent or the
                                Calculation Agent, as the case may be, having
                                become aware of that failure and (y) the receipt
                                by the Paying Agent or the Calculation Agent, as
                                the case may be, of written notice with respect
                                thereto from the Trustee or Manager; or

                  (ii)    otherwise, with the prior written approval of the Note
                          Trustee (which approval must not be unreasonably
                          withheld or delayed) with effect not less than 60
                          days' from that notice, which date shall be not less
                          than 30 days before nor 30 days after any due date for
                          payment of any Class A Notes.

17.2     RESIGNATION

         Subject to this clause 17, a Paying Agent or the Calculation Agent may
         resign its appointment under this agreement at any time by giving to
         the Trustee, the Manager, each Designated Rating Agency and (where a
         Paying Agent is resigning and the Paying Agent is not the Principal
         Paying Agent) the Principal Paying Agent not less than 60 days' written
         notice to that effect, which notice shall expire not less than 30 days
         before or 30 days after any due date for payment of any Class A Notes.

17.3     LIMITATION

         Despite clauses 17.1 and 17.2:

         (a)      no resignation by or termination of the appointment of the
                  Principal Paying Agent shall take effect until a new Principal
                  Paying Agent approved in writing by the Note Trustee has been
                  appointed on terms previously approved in writing by the Note
                  Trustee (in each case, that approval not to be unreasonably
                  withheld or delayed);

         (b)      subject to clause 17.3(a), if any Paying Agent or the
                  Calculation Agent resigns in accordance with clause 17.2, but
                  by the day falling 15 days before the expiry of any notice
                  under clause 17.2 the Trustee or the Manager has not appointed
                  a new Paying Agent or Calculation Agent then the relevant
                  Paying Agent or Calculation Agent (as the case may be) may
                  appoint in its place any reputable bank or trust company of
                  good standing approved in writing by the Note Trustee and
                  appointed on terms previously approved in writing by the Note
                  Trustee (in each case, that approval not to be unreasonably
                  withheld or delayed);



--------------------------------------------------------------------------------
                                                                         Page 20
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

         (c)      no resignation by or termination of the appointment of any
                  Paying Agent shall take effect if as a result of that
                  resignation or termination there would cease to be a Paying
                  Agent which has a Paying Office in New York City, California
                  or such other jurisdiction as the Paying Agent, the Manager
                  and the Trustee may agree from time to time;

         (d)      no appointment or termination of the appointment of any Paying
                  Agent or the Calculation Agent (as the case may be) shall take
                  effect unless and until notice has been given to the Class A
                  Noteholders in accordance with the Conditions;

         (e)      no resignation by or termination of the appointment of the
                  Calculation Agent shall take effect until a new Calculation
                  Agent having its Specified Office in New York City, California
                  or such other jurisdiction as the Calculation Agent, the
                  Manager and the Trustee may agree from time to time has been
                  appointed; and

         (f)      the appointment of any additional Paying Agent shall be on the
                  terms and subject to the conditions of this agreement and each
                  of the parties to this agreement shall 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 shall be, in the case
                  of an appointment under clause 17.1(a) or a termination under
                  clause 17.1(b)(ii), at the cost of the relevant Paying Agent).

         In addition, the Trustee shall forthwith appoint a Paying Agent in New
         York City in the circumstances described in Condition 6(b) in any Note
         (if there is no such Paying Agent at the time) and while such
         circumstances subsist maintain such a Paying Agent. Notice of any such
         termination or appointment and of any change in the office through
         which any Paying Agent will act will be given in accordance with
         Condition 12.

17.4     DELIVERY OF AMOUNTS

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

17.5     SUCCESSOR TO PRINCIPAL PAYING AGENT

         (a)      On the execution by the Trustee, the Manager and any successor
                  Principal Paying Agent of an instrument effecting the
                  appointment of that successor Principal Paying Agent, that
                  successor Principal Paying Agent shall, without any further
                  act, deed or conveyance, become vested with all the authority,
                  rights, powers, trusts, immunities, duties and obligations of
                  its predecessor with effect as if originally named as
                  Principal Paying Agent 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),
                  shall 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 is appointed.


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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         (b)      Any corporation:

                  (i)     into which the Principal Paying Agent is merged;

                  (ii)    with which the Principal Paying Agent is consolidated;

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

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

                  shall, 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 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 Trustee or the Manager, and
                  after that effective date all references in this agreement to
                  the Principal Paying Agent shall be references to that
                  corporation.

17.6     SUCCESSOR TO CALCULATION AGENT

         (a)      On the execution by the Trustee, the Manager and any successor
                  Calculation Agent of an instrument effecting the appointment
                  of that successor Calculation Agent, that successor
                  Calculation Agent shall, without any further act, deed or
                  conveyance, become vested with all the authority, rights,
                  powers, trusts, immunities, duties and obligations of its
                  predecessor with effect as if originally named as Calculation
                  Agent 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), shall 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 Calculation
                  Agent is appointed.

         (b)      Any corporation:

                  (i)     into which the Calculation Agent is merged;

                  (ii)    with which the Calculation Agent is consolidated;

                  (iii)   resulting from any merger or consolidation to which
                          the Calculation Agent is a party; or

                  (iv)    to which the Calculation Agent sells or otherwise
                          transfers all or substantially all the assets of its
                          corporate trust business,

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective and to the
                  extent permitted by applicable law, become the successor
                  Calculation Agent 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 Trustee or the Manager, and after that
                  effective date all references in this agreement to the
                  Calculation Agent shall be references to that corporation.

17.7     SUCCESSOR TO NOTE REGISTRAR

         (a)      On the execution by the Trustee, the Manager and any successor
                  Note Registrar of an instrument effecting the appointment of
                  that successor Note


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                  Registrar, that successor Note Registrar shall, without any
                  further act, deed or conveyance, become vested with all the
                  authority, rights, powers, trusts, immunities, duties and
                  obligations of its predecessor with effect as if originally
                  named as Note Registrar 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),
                  shall 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 Note Registrar is appointed.

         (b)      Any corporation:

                  (i)     into which the Note Registrar is merged;

                  (ii)    with which the Note Registrar is consolidated;

                  (iii)   resulting from any merger or consolidation to which
                          the Note Registrar is a party; or

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

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective and to the
                  extent permitted by applicable law, become the successor Note
                  Registrar 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 Trustee or the Manager, and after that effective date all
                  references in this agreement to the Note Registrar shall be
                  references to that corporation.

17.8     NOTICE TO CLASS A NOTEHOLDERS

         The Manager on behalf of the Trustee shall, within 14 days of:

         (a)      the termination of the appointment of any Paying Agent, the
                  Note Registrar or the Calculation Agent;

         (b)      the appointment of a new Paying Agent, the Note Registrar or
                  Calculation Agent; or

         (c)      the resignation of any Paying Agent or Calculation Agent,

         give to the Class A Noteholders notice of the termination, appointment
         or resignation in accordance with Condition 12 (in the case of a
         termination under clause 17.1(b)(i) or 17.2 at the cost of the outgoing
         Paying Agent or the Calculation Agent, as the case may be).

17.9     CHANGE IN PAYING OFFICE OR SPECIFIED OFFICE

         (a)      If any Paying Agent proposes to change its Paying Office or to
                  nominate a further Paying Office (which must be in New York
                  City, California or such other jurisdiction as the Paying
                  Agent, the Manager and the Trustee may agree from time to
                  time), it must give to the Trustee, the Manager, the Note
                  Trustee, the Class A Noteholders (which notice, in the case of
                  the Class A Noteholders, must be given in accordance with
                  Condition 12) and, in the case of a change in the Paying
                  Office of a Paying Agent other than the Principal Paying
                  Agent, the Principal Paying Agent, not less than 30 days'
                  prior written notice of that change, giving the address of the
                  new Paying Office and stating the date on which the change is
                  to take

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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

                  effect. No change of Paying Office may occur within the period
                  between 30 days before and 30 days after any due date for
                  payment of any Class A Notes.

         (b)      If the Calculation Agent proposes to change its Specified
                  Office (which must be in New York City, California or such
                  other jurisdiction as the Calculation Agent, the Manager and
                  the Trustee may agree from time to time), or to nominate a
                  further Specified Office, it must give to the Trustee, the
                  Manager, the Class A Noteholders (which notice, in the case of
                  the Class A Noteholders, must be given in accordance with
                  Condition 12) and the Note Trustee, 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 specified office may occur
                  within the period between 30 days before and 30 days after any
                  due date for payment of any Class A Notes.

         (c)      The Manager, on behalf of the Trustee, must, within 14 days of
                  receipt of a notice under paragraph (a) (unless the
                  appointment is to terminate pursuant to clause 17.1 or 17.2 on
                  or prior to the date of that change) give to the Class A
                  Noteholders notice in accordance with the Conditions of that
                  change and of the address of the new Paying Office or
                  Specified Office (as the case may be) but the costs of giving
                  that notice shall be borne by the Paying Agent or the
                  Calculation Agent (as the case may be) which is changing its
                  Paying Office and not by the Trustee or the Manager.

18.      FEES AND EXPENSES
--------------------------------------------------------------------------------

         (a)      The Trustee shall pay to the Principal Paying Agent during the
                  period when any of the Class A Notes remain outstanding the
                  administration fee separately agreed by the Principal Paying
                  Agent, the Manager and the Trustee, together with any
                  out-of-pocket expenses reasonably incurred (including any
                  legal fees and expenses). If the appointment of the Principal
                  Paying Agent is terminated under this agreement, the Principal
                  Paying Agent must refund to the Trustee that proportion of the
                  fee (if any) which relates to the period during which the
                  Principal Paying Agent will not be the Principal Paying Agent.

         (b)      The Trustee shall pay to the Calculation Agent during the
                  period when any of the Class A Notes remain outstanding the
                  fee separately agreed by the Calculation Agent, the Manager
                  and the Trustee, together with any out-of-pocket expenses
                  reasonably incurred (including any legal fees and expenses).
                  If the appointment of the Calculation Agent is terminated
                  under this agreement, the Calculation Agent must refund to the
                  Trustee that proportion of the fee (if any) which relates to
                  the period during which the Calculation Agent will not be the
                  Calculation Agent.

         (c)      The Trustee shall pay to the Note Registrar during the period
                  when any of the Class A Notes remain outstanding the fee
                  separately agreed by the Note Registrar and the Trustee,
                  together with any out-of-pocket expenses reasonably incurred
                  (including any legal fees and expenses). If the appointment of
                  the Note Registrar is terminated under this agreement, the
                  Note Registrar must refund to the Trustee that proportion of
                  the fee (if any) which relates to the period during which the
                  Note Registrar will not be the Note Registrar.

         (d)      Save as provided in paragraphs (a), (b) and (c), or as
                  expressly provided elsewhere in this agreement, neither the
                  Trustee nor the Manager shall have any liability in respect of
                  any

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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

                  fees or expenses of the Calculation Agent, Principal Paying
                  Agent, any other Paying Agent or the Note Registrar in
                  connection with this agreement.

         (e)      The above fees, payments and expenses shall be paid in
                  Australian dollars and the Trustee shall in addition pay any
                  goods and services tax which may be applicable. The Principal
                  Paying Agent shall 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
                  paragraph (a) the Trustee shall not be concerned with or
                  liable in respect of that payment.

19.      WAIVERS, REMEDIES CUMULATIVE
--------------------------------------------------------------------------------

         (a)      No failure to exercise and no delay in exercising any right,
                  power or remedy under this agreement operates as a waiver. Nor
                  does any single or partial exercise of any right, power or
                  remedy preclude any other or further exercise of that or any
                  other right, power or remedy.

         (b)      The rights, powers and remedies provided to a party in this
                  agreement are in addition to, and do not exclude or limit, any
                  right, power or remedy provided by law.

20.      SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

         Any provision of this agreement which is prohibited or unenforceable in
         any jurisdiction is ineffective as to that jurisdiction to the extent
         of the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this agreement nor affect the validity or
         enforceability of that provision in any other jurisdiction.

21.      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,
         or if the rating of the Class A Notes would be withdrawn or reduced as
         a result of the assignment, except for the creation of a charge by the
         Trustee under the Security Trust Deed. A party who assigns or transfers
         any of its rights or obligations under this agreement must promptly
         notify each Designated Rating Agency of that assignment.

22.      NOTICES
--------------------------------------------------------------------------------

22.1     GENERAL

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this agreement:

         (a)      must be in writing;

         (b)      must be signed by an Authorised Signatory of the sender; and

         (c)      will be taken to be duly given or made:

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                                                                         Page 25
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

                  (i)     (in the case of delivery in person or by post) when
                          delivered, received or left at the address of the
                          recipient shown in clause 22.2 or to any other address
                          notified by the recipient to the sender under this
                          clause 22;

                  (ii)    (in the case of facsimile transmission) on receipt of
                          a transmission report confirming successful
                          transmission to the number shown in clause 22.2 or any
                          other number notified by the recipient to the sender
                          under this clause 22; and

                  (iii)   (in the case of a telex) on receipt by the sender of
                          the answerback code of the recipient at the end of
                          transmission to the number shown in clause 22.2 or any
                          other number notified by the recipient to the sender
                          under this clause 22,

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 5:00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place.

         Any party may by notice to each party change its address, facsimile,
         telex or telephone number under this clause 22.1.

22.2     DETAILS

         The address, facsimile and telex of each party at the date of this
         agreement are as follows:


         THE TRUSTEE

         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
         Level 7, 9 Castlereagh Street
         Sydney, New South Wales 2000

         Tel:              612 9229 9000
         Fax:              612 9221 7870

         Attention:        Manager Securitisation


         THE MANAGER

         CRUSADE MANAGEMENT LIMITED
         4-16 Montgomery Street
         Kogarah, New South Wales 2217

         Tel:              612 9320 5605
         Fax:              612 9320 5586

         Attention:        Executive Manager, Securitisation


         THE PRINCIPAL PAYING AGENT

         DEUTSCHE BANK TRUST COMPANY AMERICAS
         1761 East St. Andrew Place
         Santa Ana, California 92705-4934

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                                                                         Page 26
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

         Tel:              714 247 6000
         Fax:              714 247 6478

         Attention:        Trust Administration ST0301


         THE CALCULATION AGENT

         DEUTSCHE BANK TRUST COMPANY AMERICAS
         1761 East St. Andrew Place
         Santa Ana, California 92705-4934

         Tel:              714 247 6000
         Fax:              714 247 6478

         Attention:        Trust Administration ST0301

         THE NOTE TRUSTEE

         WILMINGTON TRUST COMPANY
         Rodney Square North
         1100 North Market Street
         WILMINGTON  DELAWARE 19890-0001

         Tel:              302 636 6043
         Fax:              302 636 4143

         Attention:        Rosemary Pantano


         THE NOTE REGISTRAR

         DEUTSCHE BANK TRUST COMPANY AMERICAS
         1761 East St. Andrew Place
         Santa Ana, California 92705-4934

         Tel:              714 247 6000
         Fax:              714 247 6478

         Attention:        Trust Administration ST0301

         And solely for purposes of transfer, the Note Registrar shall act
         through the offices of its agent, DTC Transfer Agent Services, at 55
         Water Street, Jeanette Park Entrance, New York, New York 10041.

22.3     COMMUNICATION THROUGH PRINCIPAL PAYING AGENT

         All communications relating to this agreement between the Trustee or
         the Manager, Note Registrar and the Calculation Agent and any of the
         Paying Agents or between the Paying Agents themselves shall, save as
         otherwise provided in this agreement, be made through the Principal
         Paying Agent.

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AGENCY AGREEMENT                                          Allens Arthur Robinson
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23.      LIMITED RECOURSE
--------------------------------------------------------------------------------

23.1     GENERAL

         Clause 30 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Manager under this agreement.

23.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

         (a)      The Trustee enters into this agreement only in its capacity as
                  trustee of the Trust and in no other capacity (except where
                  the Transaction Documents provide otherwise). Subject to
                  paragraph (c) below, a liability arising under or in
                  connection with this agreement or the Trust can be enforced
                  against the Trustee only to the extent to which it can be
                  satisfied out of the assets and property of the Trust which
                  are available to satisfy the right of the Trustee to be
                  exonerated or indemnified for the liability. This limitation
                  of the Trustee's liability applies despite any other provision
                  of this agreement and extends to all liabilities and
                  obligations of the Trustee in any way connected with any
                  representation, warranty, conduct, omission, agreement or
                  transaction related to this agreement or the Trust.

         (b)      Subject to paragraph (c) below, no person (including any
                  Relevant Party) may take action against the Trustee in any
                  capacity other than as trustee of the Trust or seek the
                  appointment of a receiver (except under the Security Trust
                  Deed), or a liquidator, an administrator or any similar person
                  to the Trustee or prove in any liquidation, administration or
                  arrangement of or affecting the Trustee.

         (c)      The provisions of this clause 23.2 shall not apply to any
                  obligation or liability of the Trustee to the extent that it
                  is not satisfied because under a Transaction Document or by
                  operation of law there is a reduction in the extent of the
                  Trustee's indemnification or exoneration out of the Assets of
                  the Trust as a result of the Trustee's fraud, negligence, or
                  Default.

         (d)      It is acknowledged that the Relevant Parties are responsible
                  under this agreement or the other Transaction Documents for
                  performing a variety of obligations relating to the Trust. No
                  act or omission of the Trustee (including any related failure
                  to satisfy its obligations under this agreement) will be
                  considered fraud, negligence or Default of the Trustee for the
                  purpose of paragraph (c) above to the extent to which the act
                  or omission was caused or contributed to by any failure by any
                  Relevant Party or any person who has been delegated or
                  appointed by the Trustee in accordance with the Transaction
                  Documents to fulfil its obligations relating to the Trust or
                  by any other act or omission of a Relevant Party or any such
                  person.

         (e)      In exercising their powers under the Transaction Documents,
                  each of the Trustee, the Security Trustee and the Class A
                  Noteholders must ensure that no attorney, agent, delegate,
                  receiver or receiver and manager appointed by it in accordance
                  with this agreement or any other Transaction Documents has
                  authority to act on behalf of the Trustee in a way which
                  exposes the Trustee to any personal liability and no act or
                  omission of any such person will be considered fraud,
                  negligence, or Default of the Trustee for the purpose of
                  paragraph (c) above.


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                                                                         Page 28
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AGENCY AGREEMENT                                          Allens Arthur Robinson
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         (f)      In this clause, RELEVANT PARTIES means each of the Manager,
                  the Servicer, the Custodian, the Calculation Agent, each
                  Paying Agent, the Note Trustee, the Note Registrar and the
                  provider of any Support Facility.

         (g)      Nothing in this clause limits the obligations expressly
                  imposed on the Trustee under the Transaction Documents.

23.3     UNRESTRICTED REMEDIES

         Nothing in clause 23.2 limits a Paying Agent or the Calculation Agent
         in:

         (a)  obtaining an injunction or other order to restrain any breach of
              this agreement by any party;

         (b)  obtaining declaratory relief; or

         (c)  in relation to its rights under the Security Trust Deed.

23.4     RESTRICTED REMEDIES

         Except as provided in clauses 23.3 and 23.2(c) neither any Paying Agent
         nor the Calculation Agent shall:

         (a)      (JUDGMENT) obtain a judgment for the payment of money or
                  damages by the Trustee;

         (b)      (STATUTORY DEMAND) issue any demand under section 459E(1) of
                  the Corporations Act 2001 (Cth) (or any analogous provision
                  under any other law) against the Trustee;

         (c)      (WINDING UP) apply for the winding up or dissolution of the
                  Trustee;

         (d)      (EXECUTION) levy or enforce any distress or other execution
                  to, on, or against any assets of the Trustee;

         (e)      (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court of a receiver to any of the assets of the Trustee;

         (f)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee; or

         (g)      (ADMINISTRATOR) appoint, or agree to the appointment, of any
                  administrator to the Trustee,

         or take proceedings for any of the above and each Paying Agent and the
         Calculation Agent waives its rights to make those applications and take
         those proceedings.

24.      COUNTERPARTS
--------------------------------------------------------------------------------

         This agreement may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

25.      GOVERNING LAW
--------------------------------------------------------------------------------

         This agreement is governed by the laws of New South Wales. Each party
         submits to the non-exclusive jurisdiction of the courts exercising
         jurisdiction there.

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                                                                         Page 29
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

26.      SUCCESSOR TRUSTEE
--------------------------------------------------------------------------------

         Each Paying Agent shall do all things reasonably necessary to enable
         any successor Trustee appointed under clause 20 of the Master Trust
         Deed to become the Trustee under this agreement.


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                                                                         Page 30
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AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------



EXECUTED as an agreement.

Each attorney executing this agreement states that he or she has no notice of
revocation or suspension of his or her power of attorney.


TRUSTEE


SIGNED for PERPETUAL TRUSTEES
CONSOLIDATED LIMITED by its
attorney under power of attorney in
the presence of:

--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name



--------------------------------------------------------------------------------
                                                                         Page 31
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------


MANAGER

SIGNED for CRUSADE MANAGEMENT
LIMITED by its attorney under power
of attorney in the presence of:


--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name


PRINCIPAL PAYING AGENT

SIGNED for DEUTSCHE BANK TRUST
COMPANY AMERICAS by its attorney
under power of attorney in the
presence of:


--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name


NOTE TRUSTEE

SIGNED for WILMINGTON TRUST COMPANY
by its attorney under power of
attorney in the presence of:


--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name




--------------------------------------------------------------------------------
                                                                         Page 32
<PAGE>

AGENCY AGREEMENT                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

CALCULATION AGENT

SIGNED for DEUTSCHE BANK TRUST
COMPANY AMERICAS by its attorney
under power of attorney in the
presence of:

--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name


NOTE REGISTRAR

SIGNED for DEUTSCHE BANK TRUST
COMPANY AMERICAS by its attorney
under power of attorney in the
presence of:

--------------------------------        --------------------------------
Witness Signature                       Attorney Signature

--------------------------------        --------------------------------
Print Name                              Print Name



--------------------------------------------------------------------------------
                                                                         Page 33