<PAGE>

AGENCY AGREEMENT
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PERPETUAL TRUSTEES CONSOLIDATED LIMITED
(Trustee)

CRUSADE MANAGEMENT LIMITED
(Manager)

BANKERS TRUST COMPANY
(Principal Paying Agent)

WILMINGTON TRUST COMPANY
(Note Trustee)

BANKERS TRUST COMPANY
(Calculation Agent)

BANKERS TRUST COMPANY
(Note Registrar)






ALLEN ALLEN & HEMSLEY
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61  2 9230 4000
Fax  61  2 9230 5333











(C) Copyright Allen Allen & Hemsley 2001


<PAGE>


                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                        2

         1.1      Definitions                                                  2

         1.2      Note Trust Deed definitions                                  3

         1.3      Interpretation                                               3

         1.4      Document or agreement                                        3

         1.5      Transaction Document                                         4

         1.6      Trustee as trustee                                           4

2.       APPOINTMENT OF PAYING AGENTS                                          4

3.       PAYMENT                                                               5

         3.1      Payment by Trustee                                           5

         3.2      Confirmation                                                 5

         3.3      Payments by Paying Agents                                    5

         3.4      Method of Payment - Book-Entry Notes                         5

         3.5      Method of payment - Definitive Notes                         5

         3.6      Late payment                                                 5

         3.7      Notice of non-receipt                                        6

         3.8      Reimbursement                                                6

         3.9      Method of payment                                            6

         3.10     No fee                                                       7

         3.11     Trust                                                        7

4.       REPAYMENT                                                             7

5.       APPOINTMENT OF THE CALCULATION AGENT                                  8

6.       DUTIES OF THE CALCULATION AGENT                                       8

7.       NOTE TRUSTEE                                                          9

8.       EARLY REDEMPTION OF NOTES                                            10

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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9.       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF
         NOTES                                                                11

10.      NOTICES TO NOTEHOLDERS                                               12

11.      DOCUMENTS AND FORMS                                                  12

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                     14

         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                         15

         14.6     Alteration of details on Note Register                      16

         14.7     Rectification of Note Register                              16

         14.8     Correctness of Note Register                                16

15.      CHANGES OF NOTE REGISTRAR                                            16

         15.1     Removal                                                     16

         15.2     Resignation                                                 17

         15.3     Limitation                                                  17

16.      GENERAL                                                              17

         16.1     Communications to US$ Noteholders                           17

         16.2     Agency                                                      17

         16.3     Identity                                                    18

         16.4     No set-off                                                  18

         16.5     Reliance                                                    18

         16.6     Entitled to deal                                            18

         16.7     Consultation                                                19

         16.8     Duties                                                      19

         16.9     Income Tax Returns                                          19

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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         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     Notice to Noteholders                                       23

         17.8     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                                                     27

         23.1     General                                                     27

         23.2     Liability of Trustee limited to its right to
                  indemnity                                                   27

         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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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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DATE
-------------


PARTIES
-------------
1.              PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
                incorporated in Victoria of Level 3, 39 Hunter Street, Sydney,
                New South Wales 2000 in its capacity as trustee of the Crusade
                Global Trust No. 1 of 2001 (the TRUSTEE);

2.              CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated 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 2001 (the MANAGER);

3.              BANKERS TRUST COMPANY acting through its office 123 Washington
                Street, New York, New York 10006, 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 Market Street, Wilmington, Delaware
                19890-0001, as trustee for the 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); and

5.              BANKERS TRUST COMPANY acting through its office at 123
                Washington Street, New York, New York 10006, 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).

6.              BANKERS TRUST COMPANY acting through its office at 123
                Washington Street, New York, New York 10006, as note registrar
                in relation to the 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$898,000,000 of Class A mortgage
                backed pass through floating rate Notes comprising
                US$180,000,000 Class A-1 Notes (Class A-1 Notes) and
                US$718,000,000 Class A-2 Notes (Class A-2 Notes) (together the
                US$ NOTES) each with a Final Maturity Date falling in January
                2032 and A$239,900,000 of mortgage backed pass through floating
                rate Notes comprising A$200,000,000

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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                Class A-3 Notes (Class A-3 Notes), A$35,200,000 Class B Notes
                and A$4,700,000 Class C Notes (together the A$ NOTES) each with
                a Final Maturity Date falling in January 2032.

B               Each Class of US$ Notes will be represented initially by one or
                more Book-Entry Notes (the BOOK-ENTRY NOTES).

C               The US$ 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 US$ Note Owner will receive a Definitive
                Note representing such US$ Note Owner's interest in such US$
                Note, except as provided in the Note Trust Deed.

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

E               The US$ 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 US$ Notes 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 US$ Notes 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 Notes 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
----------------------------------------------------------------

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.
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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         PAYING OFFICE means, in relation to a Paying Agent, the office of the
         Paying Agent specified in the US$ Notes or otherwise under this
         agreement or the Note Trust Deed as the office at which payments in
         respect of the US$ 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.

         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.

         TRUST means the trust known as the Crusade Global Trust No. 1 of 2001
         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.
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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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.

         (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
----------------------------------------------------------------

         (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 US$ 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 negligent act or negligent omission of
                  the Principal Paying Agent or any other Paying Agent.
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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3.       PAYMENT

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

3.1      PAYMENT BY TRUSTEE

         The Trustee shall, with the assistance of and, at the direction of the
         Manager, not later than 10.00 am (London 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 of US$ Notes 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 each Class of US$ 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 to the
         best of its knowledge and belief the payments provided for in clause
         3.1 will be made unconditionally.

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 each Class of the US$ 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 US$ 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

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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                  shall make payments required to be made by it in respect of
                  the US$ Notes as provided in this clause 3. However, unless
                  and until the full amount of any payment in respect of the US$
                  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 US$ 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 US$
                           Noteholders that it has received the full amount.

3.7      NOTICE OF NON-RECEIPT

         The Principal Paying Agent shall immediately notify by telex or
         facsimile (if appropriate) the other Paying Agents (if any), the Note
         Trustee, the Trustee, the Security Trustee, the Standby 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 US$ Notes is not unconditionally received
         by it or to its order in accordance with this agreement.

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
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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                  Trustee and the Note Trustee. Those sums shall be held in an
                  account for payment to the US$ 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 US$ Noteholders all sums held by it for the payment of principal
         and interest with respect to the US$ Notes until all relevant sums are
         paid to the Note Trustee or the US$ Noteholders or otherwise disposed
         of in accordance with the Note Trust Deed.

4.       REPAYMENT
----------------------------------------------------------------

         (a)      Immediately on any entitlement to receive principal or
                  interest under any US$ 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.
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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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
                  US$ 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.

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

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

                  (i)      perform such duties at its Specified Office in New
                           York 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
                           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 telex or facsimile transmission
                           on or as soon as possible after the first day of that
                           Interest 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 US$ 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.
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
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         (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 US$ Noteholders in the event of
                  a shortening of the Interest Period.

         (c)      If the Calculation Agent at any time for any reason does not
                  determine the Interest Rate or calculate the Interest for a
                  US$ Note, 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 for any reason determine a
                  Principal Payment, the Invested Amount or the Stated Amount
                  applicable to US$ 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 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 US$ 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 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
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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                                             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 US$
                                             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 US$ 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 US$ 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
                  US$ 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 a
                  Class of US$ 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

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                                                                         Page 10
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                  Agent and the Note Trustee before giving the requisite period
                  of notice to the relevant US$ Noteholders in accordance with
                  Condition 5(i) or 5(j) and stating the date on which such US$
                  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 each Class of
                                    US$ Notes to be redeemed;

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

                           (C)      the date on which each Class of US$ 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 a Class of US$ 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 US$
                           Notes to be redeemed, the Class of US$ Notes to be
                           redeemed and the date on which such US$ Notes are to
                           be redeemed.

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

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

                           (ii)     the Stated Amount and Invested Amount of
                                    each US$ 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 US$ Bond Factor on each Quarterly
                                    Determination Date in respect of the
                                    Collection Period ending before that
                                    Quarterly Determination Date,

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                                                                         Page 11
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                  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 (d) to be published in
                  accordance with Condition 12 by one Business Day before the
                  relevant Payment Date.

         (e)      If no principal is due to be repaid on the US$ Notes on any
                  Payment Date, the Manager shall give notice or shall cause a
                  notice to this effect to be given to the US$ Noteholders in
                  accordance with Condition 12.

         (f)      If any Class of US$ 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 US$ Notes which have been redeemed
                  or the aggregate Invested Amount and Stated Amount of US$
                  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 US$ 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 US$
                  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 US$ Noteholders for issue or inspection
                  (including the Note Trust Deed, the Master Trust Deed and the
                  Supplementary Terms Notice).
--------------------------------------------------------------------------------
                                                                         Page 12
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


         (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 US$ Notes.

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

         The Principal Paying Agent 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 and the Calculation Agent against
                  any loss, damages, proceeding, liability, cost, claim, action,
                  demand or expense (in this clause 15, each, an EXPENSE) which
                  the Paying Agent or the Calculation Agent, as the case may be,
                  may incur or which may be made against the Paying Agent or the
                  Calculation Agent (as the case may be), as a result of or in
                  connection with the Paying Agent's or the Calculation Agent's,
                  as the case may be, appointment or the proper exercise of the
                  Paying Agent's or the Calculation Agent's, as the case may be,
                  powers and proper performance of the Paying Agent's or the
                  Calculation Agent's, as the case may be, duties under this
                  agreement, notwithstanding the resignation or removal of that
                  Paying Agent or the Calculation Agent in accordance with
                  clause 17 (including any liability in respect of payment of a
                  cheque drawn by that Paying Agent 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 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 or the Calculation Agent
                           (as the case may be) of the terms of this agreement
                           or from the Paying Agent'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 or the Calculation Agent (as the
                           case may be) gives notice of the Expense to the
                           Trustee and the Manager as soon as the Paying Agent
                           or the Calculation Agent (as the case may be) becomes
                           aware of the Expense; and

                  (iii)    if and whenever the Trustee or the Manager so
                           requires, the Paying Agent or the Calculation Agent
                           (as the case may be) takes any actions or proceedings
                           under the control and at the
--------------------------------------------------------------------------------
                                                                         Page 13
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                           expense of the Trustee as the Trustee may reasonably
                           require to avoid, resist or compromise that Expense.

         (c)      Each of the Calculation Agent, 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 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 Bankers Trust Company to be the initial Note
         Registrar. Bankers Trust Company accepts that appointment.

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 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 US$ Notes issued in relation
                  to the Trust;

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

         (e)      (INVESTED AMOUNT) the Invested Amount of each US$ Note or
                  Class of US$ Notes from time to time;

         (f)      (STATED AMOUNT) the Stated Amount of each US$ Note or Class of
                  US$ Notes from time to time;

         (g)      (SERIES) details of relevant Classes of US$ Notes;

         (h)      (DETAILS OF NOTEHOLDERS) the name and address of each US$
                  Noteholder;

         (i)      (NUMBER OF NOTES) the number of US$ Notes held by each US$
                  Noteholder;

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

         (k)      (DATE OF CESSATION) the date on which a person ceased to be a
                  US$ Noteholder;
--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


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

         (m)      (PAYMENTS) a record of each payment in respect of the US$
                  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.

14.3     PAYMENTS OF PRINCIPAL AND INTEREST

         (a)      Any payment of principal or interest on any US$ Note shall be
                  endorsed by the Note Registrar on the Note Register. In the
                  case of payments of principal, the Invested Amount of the US$
                  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 US$ 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:

         (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 and the Auditor of the Trust to inspect during normal
                  business hours;

         (c)      (INSPECTION BY US$ NOTEHOLDERS) open for inspection by a US$
                  Noteholder during normal business hours but only in respect of
                  information relating to that US$ Noteholder; and

         (d)      (NOT FOR COPYING) not available to be copied by any person
                  (other than the Trustee or the Manager) 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
--------------------------------------------------------------------------------
                                                                         Page 15
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                  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 US$
                  Notes and the Trustee shall be entitled to recognise a US$
                  Noteholder as the absolute owner of US$ Notes and the Trustee
                  shall not be bound or affected by any trust affecting the
                  ownership of any US$ 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 US$ Noteholder by the US$ 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 US$ Notes,

         the Note Registrar may rectify the same.

14.8     CORRECTNESS OF NOTE REGISTER

         The Note Registrar shall not be liable for any mistake on the Note
         Register or in any purported copy except to the extent that the mistake
         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.
--------------------------------------------------------------------------------
                                                                         Page 16
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


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 terms 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 US$ NOTEHOLDERS

         The Principal Paying Agent shall, upon receipt from the Trustee,
         Manager, Security Trustee or Note Trustee of any communication to be
         delivered to US$ Noteholders or Note Owners, including any
         communications pursuant to clauses 3.3, 7.1 18(a), 22.1, 23.2 or
         32.2(b) of the Note Trust Deed or any other solicitation of notice from
         or consent of the US$ Noteholders or US$ Note Owners pursuant to or
         relating to the Note Trust Deed or this agreement, forward such
         communications to the US$ 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 US$ 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.

16.2     AGENCY

         Subject to any other provision of this agreement, each 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 US$
         Notes and shall be responsible only for performance of the duties and
         obligations expressly imposed upon it in this agreement.

--------------------------------------------------------------------------------
                                                                         Page 17
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


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 US$ 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 of Notes
                  is no longer outstanding but Definitive Notes in respect of
                  that Class of 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 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
         US$ Notes in respect of moneys payable by it under this agreement.

16.5     RELIANCE

         Each of the Calculation Agent 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 US$ 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.

16.6     ENTITLED TO DEAL

         A Note Party shall not be precluded from acquiring, holding or dealing
         in any US$ 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
--------------------------------------------------------------------------------
                                                                         Page 18
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

         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 US$
         Notes for any profit made or fees or commissions received in connection
         with this agreement or any US$ 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 US$ Notes, and no implied duties or obligations
         (other than general laws as to agency) shall be read into this
         agreement, the US$ 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 deliver to each US$ Noteholder such
         information as may be reasonably required to enable such US$ Noteholder
         to prepare its 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
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


         (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
                  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 US$ 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 US$ 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

--------------------------------------------------------------------------------
                                                                         Page 20
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


                  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);

         (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 the City of New York and
                  the City of London;

         (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 US$
                  Noteholders in accordance with the Conditions; and

         (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 the City of London 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. [MBP TO ADVISE WHETHER REFERENCES TO LONDON ARE STILL
         REQUIRED]

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 US$
         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

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                  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.

         (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;

                  (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;

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<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


                  (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     NOTICE TO NOTEHOLDERS

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

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

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

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

         give to the US$ 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).

17.8     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 within the
                  same city as its previous Paying Office), it must give to the
                  Trustee, the Manager, the Note Trustee 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 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 Notes.

         (b)      If the Calculation Agent proposes to change its Specified
                  Office (which must be in the City of London) [MBP TO ADVISE
                  WHETHER THIS IS STILL REQUIRED EVEN THOUGH NO LISTING IN
                  LONDON], or to nominate a further Specified Office, it must
                  give to the Trustee, the Manager 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 US$ 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 US$
                  Noteholders notice in accordance with

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

                  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 US$ 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 US$ 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 US$ 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) and (b), or as expressly
                  provided elsewhere in this agreement, neither the Trustee nor
                  the Manager shall have any liability in respect of any 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.

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<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


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 US$ 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:

                  (i)      (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

                  (ii)     (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,

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


                  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, 39 Hunter Street,
         Sydney, New South Wales 2000

         Tel:              [*]
         Fax:              [*]

         Attention:        [*]

         THE MANAGER

         CRUSADE MANAGEMENT LIMITED
         4-16 Montgomery Street
         KOGARAH  NEW SOUTH WALES 2217

         Tel:              [*}
         Telex:            [*]
         Fax:              [*]

         Attention:        [*]

         THE PRINCIPAL PAYING AGENT
         BANKERS TRUST COMPANY
         123 Washington Street
         New York
         NEW YORK  10006,

         Tel:              [*]
         Fax:              [*]

         Attention:        Issuer Services

         THE CALCULATION AGENT
         BANKERS TRUST COMPANY
         123 Washington Street
         New York
         NEW YORK   10006,

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


         Tel:              [*]
         Fax:              [*]

         Attention:        Issuer Services

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

         Tel:              [*]
         Telex:            [*]
         Fax:              [*]

         Attention:        [*]

         THE NOTE REGISTRAR
         BANKERS TRUST COMPANY
         1761 East Street
         Andrew Place
         SANTA ANA  CALIFORNIA 92705,

         Tel:              [*]
         Fax:              [*]

         Attention:        Issuer Services

22.3     COMMUNICATION THROUGH PRINCIPAL PAYING AGENT

         All communications relating to this agreement between the Trustee or
         the Manager 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.

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

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


                  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
                  arrangements 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 US$
                  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.

         (f)      In this clause, RELEVANT PARTIES means each of the Manager,
                  the Servicer, the Custodian, the Calculation Agent, each
                  Paying Agent, the Note Trustee and the provider of any Support
                  Facility.

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

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                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


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(iii) 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 s459E(1) of the
                  Corporations Law (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>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------

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.

Each attorney executing this agreement states that he has no notice of any
alteration to, or revocation or suspension of, his power of attorney.

TRUSTEE

SIGNED on behalf of                       )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED   )
by its attorney under the Power
of Attorney dated                         )
                                          )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name

MANAGER

SIGNED on behalf of                       )
CRUSADE MANAGEMENT                        )
LIMITED                                   )
by its attorney under Power of Attorney   )
dated                                     )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name

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                                                                         Page 30
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


NOTE TRUSTEE

SIGNED on behalf of                       )
WILMINGTON TRUST COMPANY                  )
by its attorney under Power of Attorney   )
dated                                     )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name


PRINCIPAL PAYING AGENT


SIGNED on behalf of                       )
BANKERS TRUST COMPANY                     )
by its attorney under Power of Attorney   )
dated                                     )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name


CALCULATION AGENT


SIGNED on behalf of                       )
BANKERS TRUST COMPANY                     )
by its attorney under Power of Attorney   )
dated                                     )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name

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                                                                         Page 31
<PAGE>
                                                                     Allen Allen
AGENCY AGREEMENT                                                       & Hemsley
--------------------------------------------------------------------------------


NOTE REGISTRAR


SIGNED on behalf of                       )
BANKERS TRUST COMPANY                     )
by its attorney under Power of Attorney   )
dated                                     )
in the presence of:                       )
                                          ----------------------------------
                                          Signature

---------------------------------         ----------------------------------
Witness                                   Print name

---------------------------------
Print name













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