<PAGE>

                                                                  CLAYTON UTZ

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PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
Issuer

SECURITISATION ADVISORY SERVICES PTY LIMITED
ABN 88 064 133 946
Manager

THE BANK OF NEW YORK, NEW YORK BRANCH
US Dollar Note Trustee

THE BANK OF NEW YORK, NEW YORK BRANCH
US Dollar Note Registrar

THE BANK OF NEW YORK, NEW YORK BRANCH
Principal Paying Agent

THE BANK OF NEW YORK, NEW YORK BRANCH
Agent Bank

THE BANK OF NEW YORK, LONDON BRANCH
Paying Agent




MEDALLION TRUST SERIES 2003-1G
AGENCY AGREEMENT



                                   CLAYTON UTZ
                                     LAWYERS
          Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
                   PO Box H3 Australia Square Sydney NSW 1215
                               www.claytonutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 8220 6700
                OUR REF - 801/784/21723929 CONTACT - BEN SANDSTAD

            SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN

          Liability limited by the Solicitors Scheme approved under the
                      Professional Standards Act 1994 (NSW)


<PAGE>


TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>        <C>                                                                                                  <C>
1...........DEFINITIONS AND INTERPRETATION........................................................................2

            1.1         Definitions...............................................................................2
            1.2         Series Supplement and Master Trust Deed Definitions.......................................3
            1.3         Interpretation............................................................................4
            1.4         Issuer Capacity...........................................................................5
            1.5         Transaction Document......................................................................5
            1.6         Incorporated Definitions and other Transaction Documents and provisions...................5
            1.7         Class A-2 Notes May Not Be Issued.........................................................6

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

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

3...........PAYMENTS..............................................................................................6

            3.1         Payment by Issuer.........................................................................6
            3.2         Payments by Paying Agents.................................................................6
            3.3         Method of Payment for Class A-1 Book-Entry Notes..........................................6
            3.4         Method of Payment for Class A-1 Definitive Notes..........................................6
            3.5         Non-Payment...............................................................................7
            3.6         Late Payment..............................................................................7
            3.7         Reimbursement.............................................................................7
            3.8         Payment under Currency Swap...............................................................7
            3.9         Principal Paying Agent holds funds on trust...............................................8
            3.10        Principal Paying Agent may deal with funds................................................8
            3.11        No Set-Off................................................................................8
            3.12        Holders of Class A-1 Notes................................................................8
            3.13        Repayment of Moneys.......................................................................8
            3.14        Paying Agents to Record, Notify Payments and Deliver Surrendered Notes....................9

4...........APPOINTMENT AND DUTIES OF THE AGENT BANK..............................................................9

            4.1         Appointment...............................................................................9
            4.2         Determinations by Agent Bank..............................................................9
            4.3         Notification by Agent Bank................................................................9
            4.4         US Dollar Note Trustee to Perform Agent Bank's Function..................................10
            4.5         Documents to Agent Bank..................................................................10

5...........APPOINTMENT AND DUTIES OF THE US DOLLAR NOTE REGISTRAR...............................................10

            5.1         US Dollar Note Registrar.................................................................10
            5.2         US Dollar Note Register to be Kept.......................................................10
            5.3         Transfer or Exchange of Class A-1 Notes..................................................10
            5.4         Replacement of Lost or Mutilated Class A-1 Notes.........................................11
            5.5         Obligations upon Transfer, Exchange or Replacement of Class A-1 Notes....................11
            5.6         No Charge for Transfer or Exchange.......................................................11
            5.7         Restricted Period........................................................................12
            5.8         Cancellation of Class A-1 Notes..........................................................12
            5.9         Provision of Information and Inspection of Register......................................12
            5.10        Correctness of Register and Information..................................................12
            5.11        Non-recognition of Equitable Interests...................................................12
            5.12        Rectification of US Dollar Note Register.................................................13
</TABLE>

                                                                              i.

<PAGE>

<TABLE>
<CAPTION>
<S>        <C>                                                                                                  <C>
6...........US DOLLAR NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS...............................................13

            6.1         Following Enforcement of the Charge or issue of Definitive Notes.........................13
            6.2         Good Discharge to Issuer.................................................................14
            6.3         Change of Authorised Officers............................................................14

7...........REDEMPTION OF CLASS A-1 NOTES........................................................................14

            7.1         Part Redemption of Class A-1 Notes on Distribution Dates.................................14
            7.2         Early Redemption.........................................................................14

8...........GENERAL PAYING AGENT MATTERS.........................................................................15

            8.1         Notices to Class A-1 Noteholders.........................................................15
            8.2         Copies of Documents for Inspection.......................................................15
            8.3         Notice of any Withholding or Deduction...................................................15

9...........INDEMNITY............................................................................................15

            9.1         Indemnity by Issuer......................................................................15
            9.2         Indemnity by Agent.......................................................................16

10..........CHANGES IN AGENTS....................................................................................16

            10.1        Appointment and Removal..................................................................16
            10.2        Resignation..............................................................................17
            10.3        Limitation of Appointment and Termination................................................17
            10.4        Payment of amounts held by the Principal Paying Agent....................................17
            10.5        Records held by US Dollar Note Registrar.................................................18
            10.6        Successor to Principal Paying Agent, Agent Bank, US Dollar Note Registrar................18
            10.7        Notice to Class A-1 Noteholders..........................................................18
            10.8        Change in Specified Office...............................................................19

11..........MISCELLANEOUS DUTIES AND PROTECTION..................................................................19

            11.1        Agents are agents of the Issuer..........................................................19
            11.2        Agency...................................................................................19
            11.3        Reliance.................................................................................19
            11.4        Entitled to Deal.........................................................................20
            11.5        Consultation.............................................................................20
            11.6        Duties and Obligations...................................................................20
            11.7        Income Tax Returns.......................................................................20
            11.8        Representation by each Agent.............................................................20

12..........FEES AND EXPENSES....................................................................................20

            12.1        Payment of Fee...........................................................................20
            12.2        Payment of Expenses......................................................................20
            12.3        No Other Fees............................................................................21
            12.4        Payment of Fees..........................................................................21
            12.5        No Commission............................................................................21
            12.6        Issuer Personally Liable for Fees........................................................21
            12.7        Timing of Payments.......................................................................21

13..........NOTICES..............................................................................................21

            13.1        Method of Delivery.......................................................................21
            13.2        Deemed Receipt...........................................................................22
            13.3        Communications through Principal Paying Agent............................................22

14..........ISSUER'S LIMITATION OF LIABILITY.....................................................................22

            14.1        Limitation on Issuer's Liability.........................................................22
            14.2        Claims against Issuer....................................................................22
</TABLE>


                                                                             ii.

<PAGE>

<TABLE>
<CAPTION>
<S>        <C>                                                                                                  <C>
            14.3        Breach of Trust..........................................................................23
            14.4        Acts or omissions........................................................................23
            14.5        No Authority.............................................................................23
            14.6        No obligation............................................................................23

15..........GENERAL..............................................................................................23

            15.1        Waiver...................................................................................23
            15.2        Written Waiver, Consent and Approval.....................................................23
            15.3        Severability.............................................................................24
            15.4        Survival of Indemnities..................................................................24
            15.5        Assignments..............................................................................24
            15.6        Successors and Assigns...................................................................24
            15.7        Moratorium Legislation...................................................................24
            15.8        Amendments...............................................................................24
            15.9        Governing Law............................................................................24
            15.10       Jurisdiction.............................................................................24
            15.11       Counterparts.............................................................................25
            15.12       Limitation of US Dollar Note Trustee's Liability.........................................25
</TABLE>



                                                                            iii.


<PAGE>


THIS AGENCY AGREEMENT MADE AT SYDNEY ON 13 MARCH 2003

PARTIES       PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007, a company
              incorporated in Australia and registered in the State of New South
              Wales and having an office at Level 7, 9 Castlereagh Street,
              Sydney, Australia, in its capacity as trustee of the Series Trust
              (as hereinafter defined) (hereinafter included in the expression
              the "ISSUER")

              SECURITISATION ADVISORY SERVICES PTY LIMITED ABN 88 064 133 946, a
              company incorporated in Australia and registered in the Australian
              Capital Territory and having an office at Level 6, 48 Martin
              Place, Sydney, Australia (hereinafter included by incorporation in
              the expression the "MANAGER")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 as trustee of the US Dollar
              Note Trust (as hereinafter defined) (hereinafter included by
              incorporation in the expression the "US DOLLAR NOTE TRUSTEE")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 (hereinafter included in the
              expression the "US DOLLAR NOTE REGISTRAR")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 (hereinafter included in the
              expression the "PRINCIPAL PAYING AGENT")

              THE BANK OF NEW YORK, NEW YORK BRANCH a New York banking
              corporation acting through its New York branch at 101 Barclay
              Street, 21W, New York, New York 10286 as trustee of the US Dollar
              Note Trust (hereinafter included in the expression the "AGENT
              BANK")

              THE BANK OF NEW YORK, LONDON BRANCH a New York banking corporation
              acting through its London branch of 48th floor, One Canada Square,
              London E14 5AL (hereinafter included in the expression the "PAYING
              AGENT")

RECITALS

A.     The Issuer, in its capacity as trustee of the Series Trust, proposes to
       issue Class A-1 Notes.

B.     The Class A-1 Notes will be constituted pursuant to the US Dollar Note
       Trust Deed.

C.     The Issuer wishes to appoint The Bank of New York, New York Branch as the
       initial Principal Paying Agent, the initial US Dollar Note Registrar and
       the initial Agent Bank in respect of the Class A-1 Notes and The Bank of
       New York, New York Branch has accepted these appointments on the terms
       and conditions of this Agreement.

D.     The Issuer wishes to appoint The Bank of New York, London Branch as an
       initial Paying Agent in respect of the Class A-1 Notes and The Bank of
       New York, London Branch has accepted that appointment on the terms and
       conditions of this Agreement.


                                                                              1.
<PAGE>

THE PARTIES AGREE

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1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS

       In this Agreement, unless the contrary intention appears:

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

       "AGENT BANK" means initially The Bank of New York, New York Branch or, if
       The Bank of New York, New York Branch resigns or its appointment is
       terminated as the Issuer's reference agent in respect of the Class A-1
       Notes, the person from time to time appointed in its place to perform the
       functions of such reference agent under this Agreement.

       "AUTHORISED OFFICER" in relation to:

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

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

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

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

       "CLASS A-1 BOOK ENTRY NOTE" has the same meaning as in the US Dollar Note
       Trust Deed.

       "CLASS A-1 DEFINITIVE NOTE" has the same meaning as in the US Dollar Note
       Trust Deed.

       "CLASS A-1 NOTE" has the same meaning as in the US Dollar Note Trust
       Deed.

       "CLASS A-1 NOTEHOLDERS" has the same meaning as in the US Dollar Note
       Trust Deed.

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

       "MASTER TRUST DEED" means the Master Trust Deed dated 8 October 1997
       between the Issuer and the Manager, as amended from time to time.

       "PAYING AGENT" means:

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

       (b)    if the Class A-1 Notes are admitted to the Official List of the UK
              Listing Authority, The Bank of New York, London Branch until it
              resigns or its appointment is terminated as paying agent; and


                                                                              2.
<PAGE>

       (c)    each other person from time to time appointed hereunder to perform
              the functions of a paying agent..

       "PRINCIPAL PAYING AGENT" means The Bank of New York, New York Branch, or,
       if The Bank of New York, New York Branch resigns or its appointment is
       terminated as principal paying agent, the person from time to time
       appointed in its place to perform the functions of the principal paying
       agent under this Agreement.

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

       "SERIES SUPPLEMENT" means a Series Supplement dated 5 March 2003 between
       Commonwealth Bank of Australia ABN 48 123 123 124, Homepath Pty Limited
       ABN 35 081 986 530, the Manager and the Issuer.

       "SERIES TRUST" means the trust known as the Medallion Trust Series
       2003-1G established pursuant to the Master Trust Deed and the Series
       Supplement.

       "SPECIFIED OFFICE" in relation to:

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

       (b)    a Paying Agent, means the office of the Paying Agent specified in
              the US Dollar Note Conditions or otherwise under this Agreement as
              the office at which payments in respect of the Class A-1 Notes
              will be made, as varied from time to time in accordance with this
              Agreement; and

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

       "STAMP" means the Securities Transfer Agents Medallion Program.

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

       "US DOLLAR NOTE REGISTER" means the register established in accordance
       with clause 5.2.

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

       "US DOLLAR NOTE TRUST" means the trust of that name constituted by the US
       Dollar Note Trust Deed.

1.2    SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

       Subject to clause 1.6, unless defined in this Agreement, words and
       phrases defined in either or both of the Master Trust Deed and the Series
       Supplement have the same meaning in this Agreement. Where there is any
       inconsistency in a definition between this Agreement (on the one hand)
       and the Master Trust


                                                                              3.
<PAGE>

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

1.3    INTERPRETATION

       In this Agreement, unless the contrary intention appears:

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

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

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

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

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

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

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

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

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

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

                            (1)    that party; or

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

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

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

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


                                                                              4.
<PAGE>

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

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

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

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

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

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

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

1.4    ISSUER CAPACITY

       In this Agreement, except where provided to the contrary:

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

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

1.5    TRANSACTION DOCUMENT

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

1.6    INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND PROVISIONS

       Where in this Agreement a word or expression is defined by reference to
       its meaning in another Transaction Document or there is a reference to
       another Transaction Document or to a provision of another Transaction
       Document, any amendment to the meaning of that word or expression or to
       that other Transaction Document or provision (as the case may be) will be
       of


                                                                              5.
<PAGE>

       no effect for the purposes of this Agreement unless and until the
       amendment is consented to by the parties to this Agreement.

1.7    CLASS A-2 NOTES MAY NOT BE ISSUED

       If Class A-2 Notes are not issued on the Closing Date the Class A-1 Notes
       will be the only Class A Notes and the terms "Class A Note" and "Class
       A-1 Note" have the same meaning and may be used interchangeably and any
       related expressions are to be construed accordingly.

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

2.1    APPOINTMENT

       The Issuer, at the direction of the Manager, hereby appoints the
       Principal Paying Agent as its initial principal paying agent, and each
       other Paying Agent from time to time as its paying agent, for making
       payments in respect of the Class A-1 Notes pursuant to the Transaction
       Documents at their respective Specified Offices in accordance with the
       terms and conditions of the Agreement. The Principal Paying Agent, and
       each other Paying Agent, hereby accepts that appointment.

2.2    SEVERAL OBLIGATIONS OF PAYING AGENTS

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

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

3.1    PAYMENT BY ISSUER

       Subject to clause 3.8, the Issuer must not later than 10.00 am (New York
       time) on each Distribution Date, pay to or to the order of the Principal
       Paying Agent to an account specified by the Principal Paying Agent in
       same day funds the amount in US$ as may be required (after taking account
       of any money then held by the Principal Paying Agent and available for
       the purpose) to be paid on that Distribution Date in respect of the Class
       A-1 Notes under the US Dollar Note Conditions.

3.2    PAYMENTS BY PAYING AGENTS

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

3.3    METHOD OF PAYMENT FOR CLASS A-1 BOOK-ENTRY NOTES

       The Principal Paying Agent will cause all payments of principal or
       interest (as the case may be) due in respect of Class A-1 Book-Entry
       Notes to be made to the Depository or, if applicable, to its nominee in
       whose name the Class A-1 Book-Entry Notes are registered, to the account
       or accounts designated by the Depository or, if applicable, that nominee
       and otherwise in accordance with Condition 8.1 of the US Dollar Note
       Conditions.

3.4    METHOD OF PAYMENT FOR CLASS A-1 DEFINITIVE NOTES

       The Paying Agents will cause all payments of principal or interest (as
       the case may be) due in


                                                                              6.
<PAGE>

       respect of Class A-1 Definitive Notes to be made in accordance with
       Condition 8.1 of the US Dollar Note Conditions.

3.5    NON-PAYMENT

       (a)    (NO OBLIGATION ON PAYING AGENTS): If the Issuer fails to make any
              payment, unless and until the full amount of the payment has been
              made under the terms of this Agreement (except as to the time of
              making the payment) or other arrangements satisfactory to the
              Principal Paying Agent have been made, none of the Principal
              Paying Agent nor any of the other Paying Agents is bound to make
              any payment in accordance with this clause 3 (but may, in its
              discretion, make any such payment).

       (b)    (NOTICE OF NON-RECEIPT): The Principal Paying Agent will
              immediately notify by facsimile the other Paying Agents, the US
              Dollar Note Trustee, the Issuer, the Security Trustee and the
              Manager if the full amount of any payment of principal or interest
              in respect of the Class A-1 Notes required to be made pursuant to
              the US Dollar Note Conditions is not unconditionally received by
              it or to its order in accordance with this Agreement.

3.6    LATE PAYMENT

       (a)    (LATE PAYMENTS TO BE PAID IN ACCORDANCE WITH THIS AGREEMENT): If
              any payment under clause 3.1 is made late but otherwise in
              accordance with the provisions of this Agreement, each Paying
              Agent will make the payments required to be made by it in respect
              of the Class A-1 Notes as provided in this clause 3.

       (b)    (NOTICE): If the Principal Paying Agent does not receive on a
              Distribution Date the full amount of principal and interest then
              payable on any Class A-1 Note in accordance with the US Dollar
              Note Conditions, but receives the full amount later, it will:

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

              (ii)   as soon as practicable after receipt of the full amount
                     give notice, in accordance with Condition 11.1 of the US
                     Dollar Note Conditions, to the Class A-1 Noteholders that
                     it has received the full amount.

3.7    REIMBURSEMENT

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

3.8    PAYMENT UNDER CURRENCY SWAP

       The payment by the Issuer of its Australian dollar payment obligations
       under the Series Supplement on each Distribution Date to the Currency
       Swap Provider will be a good discharge of its corresponding US Dollar
       obligations under clause 3.1 (but will not relieve the Issuer of any
       liability in respect of any default in payment in respect of a Class A-1
       Note under any other Transaction Document).


                                                                              7.
<PAGE>

3.9    PRINCIPAL PAYING AGENT HOLDS FUNDS ON TRUST

       Each Paying Agent will hold in a separate account on trust for the US
       Dollar Note Trustee and the Class A-1 Noteholders all sums held by such
       Paying Agent for the payment of principal and interest with respect to
       the Class A-1 Notes until such sums are paid to the US Dollar Note
       Trustee or the Class A-1 Noteholders in accordance with the US Dollar
       Note Trust Deed or the US Dollar Note Conditions or repaid under clause
       3.13.

3.10   PRINCIPAL PAYING AGENT MAY DEAL WITH FUNDS

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

3.11   NO SET-OFF

       No Paying Agent is entitled to exercise any right of set-off,
       withholding, counterclaim or lien against, or make any deduction in any
       payment to, any person entitled to receive amounts of principal or
       interest on the Class A-1 Notes in respect of moneys payable by it under
       this Agreement.

3.12   HOLDERS OF CLASS A-1 NOTES

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

       (a)    (CLASS A-1 BOOK ENTRY NOTES): who is, while a Class A-1 Book-Entry
              Note remains outstanding, the registered owner of that Class A-1
              Book-Entry Note as recorded in the US Dollar Note Register as the
              absolute owner of that Class A-1 Book-Entry Note and as the person
              entitled to receive payments of principal or interest (as
              applicable) and each person shown in the records of the Depository
              as the holder of any Class A-1 Note represented by a Class A-1
              Book-Entry Note will be entitled to receive from the registered
              owner of that Class A-1 Book-Entry Note any payment so made only
              in accordance with the respective rules and procedures of the
              Depository;

       (b)    (CLASS A-1 DEFINITIVE NOTES): who is the registered owner of any
              Class A-1 Definitive Note as recorded in the US Dollar Note
              Register as the absolute owner or owners of that Class A-1
              Definitive Note (whether or not that Class A-1 Definitive Note is
              overdue and despite any notice of ownership or writing on it or
              any notice of previous loss or theft or of any trust or other
              interest in it); and

       (c)    (US DOLLAR NOTE TRUSTEE): who, when a Class A-1 Book-Entry Note in
              respect of any Class A-1 Note is no longer outstanding but Class
              A-1 Definitive Notes in respect of the Class A-1 Notes have not
              been issued, is for the time being the US Dollar Note Trustee, as
              the person entrusted with the receipt of principal or interest, as
              applicable, on behalf of the relevant Class A-1 Noteholders,

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

3.13   REPAYMENT OF MONEYS

       (a)    (PRESCRIPTION): Immediately on any entitlement to receive
              principal or interest under any Class A-1 Note becoming void under
              the US Dollar Note Conditions, the Principal Paying Agent will
              repay to the Issuer the amount which would have been


                                                                              8.
<PAGE>

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

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

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

       Each Paying Agent must:

       (a)    (NOTIFY US DOLLAR NOTE REGISTRAR): promptly notify the US Dollar
              Note Registrar of each payment made by it, or at its direction, to
              Class A-1 Noteholders in respect of the Class A-1 Notes;

       (b)    (RECORDS): keep a full and complete record of each payment made by
              it, or at its direction, to Class A-1 Noteholders and provide
              copies of such records to the Issuer, the Manager, the US Dollar
              Note Trustee or the US Dollar Note Registrar upon request; and

       (c)    (DELIVER): promptly deliver to the US Dollar Note Registrar any
              Class A-1 Notes surrendered to it pursuant to Condition 8.2 of the
              US Dollar Note Conditions.

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

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4.     APPOINTMENT AND DUTIES OF THE AGENT BANK

4.1    APPOINTMENT

       The Issuer, at the direction of the Manager, hereby appoints the Agent
       Bank as its initial reference agent in respect of the Class A-1 Notes
       upon the terms and conditions contained in this Agreement and the Agent
       Bank hereby accepts that appointment.

4.2    DETERMINATIONS BY AGENT BANK

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

4.3    NOTIFICATION BY AGENT BANK

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


                                                                              9.
<PAGE>

4.4    US DOLLAR NOTE TRUSTEE TO PERFORM AGENT BANK'S FUNCTION

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

4.5    DOCUMENTS TO AGENT BANK

       The Manager and the Issuer will provide to the Agent Bank such documents
       and other information as the Agent Bank reasonably requires in order for
       the Agent Bank to properly fulfil its duties in respect of the Class A-1
       Notes and the Currency Swap Agreement.

--------------------------------------------------------------------------------
5.     APPOINTMENT AND DUTIES OF THE US DOLLAR NOTE REGISTRAR

5.1    US DOLLAR NOTE REGISTRAR

       The Issuer, at the direction of the Manager, hereby appoints the US
       Dollar Note Registrar as its initial note registrar in respect of the
       Class A-1 Notes upon the terms and conditions contained in this Agreement
       and the US Dollar Note Registrar hereby accepts that appointment.

5.2    US DOLLAR NOTE REGISTER TO BE KEPT

       The US Dollar Note Registrar must keep a register, at one of its
       Specified Offices, in which, subject to such reasonable regulations as
       the US Dollar Note Registrar may prescribe, the US Dollar Note Registrar
       must keep a full and complete record of:

       (a)    (CLASS A-1 NOTEHOLDER DETAILS): the name, address and, where
              applicable, taxation, social security or other identifying number
              of each Class A-1 Noteholder, the details of the Class A-1 Notes
              held by that Class A-1 Noteholder and the details of the account
              to which any payments due to the Class A-1 Noteholder are to be
              made in each case as notified by that Class A-1 Noteholder from
              time to time;

       (b)    (EXCHANGE ETC. OF CLASS A-1 NOTES): the issue and any exchange,
              transfer, replacement, redemption (in whole or part) or
              cancellation of a Class A-1 Note;

       (c)    (PAYMENTS): all payments made in respect of the Class A-1 Notes
              (as notified to it by each Paying Agent pursuant to clause
              3.14(a));

       (d)    (PRINCIPAL): the Invested Amount and the Stated Amount of each
              Class A-1 Note from time to time (as notified to it by the Manager
              pursuant to clause 7.1); and

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

5.3    TRANSFER OR EXCHANGE OF CLASS A-1 NOTES

       Class A-1 Notes held by a Class A-1 Noteholder may be transferred or may
       be exchanged for other Class A-1 Notes in any authorised denominations
       and a like Invested Amount, provided in each case that the requirements
       of Section 8-401(a) of the UCC are met, by that Class A-1 Noteholder
       upon:

       (a)    (SURRENDER AND INSTRUMENT OF TRANSFER OR EXCHANGE): the surrender
              of the


                                                                             10.
<PAGE>

              Class A-1 Notes to be transferred or exchanged duly endorsed with,
              or accompanied by, a written instrument of transfer or exchange in
              the form, in the case of a transfer, annexed to the Class A-1
              Notes or otherwise in a form satisfactory to the US Dollar Note
              Registrar duly executed by the Class A-1 Noteholder, or its
              attorney duly authorised in writing, with such signature
              guaranteed by an "eligible guarantor institution" meeting the
              requirements of the US Dollar Note Registrar which requirements
              include membership of, or participation in, STAMP or such other
              "signature guarantee program" as may be determined by the US
              Dollar Note Registrar in addition to, or in substitution for,
              STAMP, all in accordance with the Exchange Act; and

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

       to the US Dollar Note Registrar at a Specified Office of the US Dollar
       Note Registrar.

5.4    REPLACEMENT OF LOST OR MUTILATED CLASS A-1 NOTES

       If any Class A-1 Note is lost, stolen, mutilated, defaced or destroyed it
       may, provided that the requirements of Section 8-405 of the UCC are met,
       be replaced with other Class A-1 Notes in any authorised denominations,
       and a like Invested Amount, upon surrender to the US Dollar Note
       Registrar of the Class A-1 Notes to be replaced (where the Class A-1
       Notes have been mutilated or defaced) at a Specified Office of the US
       Dollar Note Registrar, the provision of such evidence and indemnities as
       the US Dollar Note Registrar or the Issuer may reasonably require and
       payment of the US Dollar Note Registrar's and the Issuer's expenses
       incurred, and any tax or governmental charge that may be imposed, in
       connection with such replacement.

5.5    OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF CLASS A-1 NOTES

       Subject to this Deed, upon compliance by the relevant Class A-1
       Noteholder with the provisions of clauses 5.3 or 5.4, as applicable, in
       relation to the transfer, exchange or replacement of any Class A-1 Notes:

       (a)    (ADVISE ISSUER): the US Dollar Note Registrar must within 3
              Business Days so advise the Issuer and the US Dollar Note Trustee
              (if it is not the US Dollar Note Registrar) in writing and provide
              details of the new Class A-1 Notes to be issued in place of those
              Class A-1 Notes;

       (b)    (EXECUTION AND AUTHENTICATION): the Issuer must, within 3 Business
              Days of such advice, execute and deliver to the US Dollar Note
              Trustee for authentication in the name of the relevant Class A-1
              Noteholder or the designated transferee or transferees, as the
              case may be, one or more new Class A-1 Notes in any authorised
              denominations, and a like Invested Amount as those Class A-1 Notes
              (in each case as specified by the US Dollar Note Registrar) and
              the US Dollar Note Trustee must within 3 Business Days of receipt
              of such executed Class A-1 Notes authenticate them and (if it is
              not the US Dollar Note Registrar) deliver those Class A-1 Notes to
              the US Dollar Note Registrar; and

       (c)    (DELIVERY TO CLASS A-1 NOTEHOLDER): the US Dollar Note Registrar
              must, within 3 Business Days of receipt of such new Class A-1
              Notes (or authentication of such Class A-1 Notes if the US Dollar
              Note Registrar is the US Dollar Note Trustee), forward to the
              relevant Class A-1 Noteholder (being the transferee in the case of
              a transfer of a Class A-1 Note) such new Class A-1 Notes.

5.6    NO CHARGE FOR TRANSFER OR EXCHANGE

       No service charge may be made to a Class A-1 Noteholder for any
       transfer or exchange of



                                                                             11.
<PAGE>

       Class A-1 Notes, but the US Dollar Note Registrar may require payment by
       the Class A-1 Noteholder of a sum sufficient to cover any tax or other
       governmental charge that may be imposed in connection with any transfer
       or exchange of Class A-1 Notes.

5.7    RESTRICTED PERIOD

       Notwithstanding the preceding provisions of this clause 5, the US Dollar
       Note Registrar need not register transfers or exchanges of Class A-1
       Notes, and the Issuer is not required to execute nor the US Dollar Note
       Trustee to authenticate any Class A-1 Notes, for a period of 30 days
       preceding the due date for any payment with respect to the Class A-1
       Notes or for such period, not exceeding 30 days, as is specified by the
       US Dollar Note Trustee prior to any meeting of Relevant Investors, which
       includes Class A-1 Noteholders, under the Master Trust Deed or prior to
       any meeting of Voting Secured Creditors, which includes Class A-1
       Noteholders, under the Security Trust Deed.

5.8    CANCELLATION OF CLASS A-1 NOTES

       The US Dollar Note Registrar must cancel or destroy all Class A-1 Notes
       that have been surrendered to it for transfer, exchange or replacement
       (including any Class A-1 Book Entry Notes surrendered pursuant to clause
       3.4(b) of the US Dollar Note Trust Deed) or surrendered to a Paying Agent
       for redemption and delivered to the US Dollar Note Registrar and must,
       upon request, provide a certificate to the Issuer, the US Dollar Note
       Trustee or the Manager with the details of all such Class A-1 Notes.

5.9    PROVISION OF INFORMATION AND INSPECTION OF REGISTER

       The US Dollar Note Registrar must:

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

       (b)    (INSPECTION): make the US Dollar Note Register:

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

              (ii)   available for inspection by each Class A-1 Noteholder but
                     only in respect of information relating to that Class A-1
                     Noteholder,

       at one of the US Dollar Note Registrar's Specified Offices during local
       business hours.

5.10   CORRECTNESS OF REGISTER AND INFORMATION

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

5.11   NON-RECOGNITION OF EQUITABLE INTERESTS

       Except as required by Statute or as ordered by a court of competent
       jurisdiction, no notice of

                                                                             12.
<PAGE>

       any trust, whether express, implied or constructive, is to be entered in
       the US Dollar Note Register and except as otherwise provided in any
       Transaction Document, or required by Statute or ordered by a court of
       competent jurisdiction, none of the US Dollar Note Registrar, the US
       Dollar Note Trustee, the Issuer, the Manager or any other Agent is to be
       affected by or compelled to recognise (even when having notice of it) any
       right or interest in any Class A-1 Notes other than the registered Class
       A-1 Noteholder's absolute right to the entirety of them and the receipt
       of a registered Class A-1 Noteholder is a good discharge to the Issuer,
       the Manager, the US Dollar Note Trustee and each Agent.

5.12   RECTIFICATION OF US DOLLAR NOTE REGISTER

       If:

       (a)    (ENTRY OMITTED): an entry is omitted from the US Dollar Note
              Register;

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

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

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

       (e)    (DEFAULT MADE): default is made or unnecessary delay takes place
              in entering in the US Dollar Register that any person has ceased
              to be the holder of Class A-1 Notes,

       then the US Dollar Note Registrar may rectify the same.

--------------------------------------------------------------------------------
6.     US DOLLAR NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS

6.1    FOLLOWING ENFORCEMENT OF THE CHARGE OR ISSUE OF DEFINITIVE NOTES

       At any time after either an Event of Default (unless waived by the
       Security Trustee pursuant to clause 9.5 of the Security Trust Deed) or
       the enforcement of the Charge or at any time after Class A-1 Definitive
       Notes have not been issued when required in accordance with the US Dollar
       Note Trust Deed, the US Dollar Note Trustee may:

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

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

                     B.     hold all Class A-1 Notes, and all amounts, documents
                            and records held by them in respect of the Class A-1
                            Notes, on behalf of the US Dollar Note Trustee; or

              (ii)   to deliver up all Class A-1 Notes and all amounts,
                     documents and


                                                                             13.
<PAGE>

                     records held by them in respect of the Class A-1 Notes, to
                     the US Dollar Note Trustee or as the US Dollar Note Trustee
                     directs in that notice, other than any documents or records
                     which an Agent is obliged not to release by any law; and

       (b)    (REQUIRE ISSUER): by notice in writing to the Issuer require it to
              make (or arrange to be made) all subsequent payments in respect of
              the Class A-1 Notes to the order of the US Dollar Note Trustee and
              not to the Principal Paying Agent and, with effect from the issue
              of that notice to the Issuer and until that notice is withdrawn,
              clause 6.1(b) of the US Dollar Note Trust Deed will not apply.

6.2    GOOD DISCHARGE TO ISSUER

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

6.3    CHANGE OF AUTHORISED OFFICERS

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

--------------------------------------------------------------------------------
7.     REDEMPTION OF CLASS A-1 NOTES

7.1    PART REDEMPTION OF CLASS A-1 NOTES ON DISTRIBUTION DATES

       (a)    (MANAGER TO MAKE DETERMINATIONS ETC): Two Business Days prior to
              each Distribution Date, the Manager will make the determinations
              referred to in Condition 7.11(a) of the US Dollar Note Conditions
              in relation to that Distribution Date and will give to the Issuer,
              the US Dollar Note Trustee, the Principal Paying Agent, the Agent
              Bank and the US Dollar Note Registrar the notifications, and will
              cause to be made to the Class A-1 Noteholders the publication,
              required by Condition 7.11(b) of the US Dollar Note Conditions. If
              the Manager does not at any time for any reason make the
              determinations referred to in Condition 7.11(c) of the US Dollar
              Note Conditions it must forthwith advise the US Dollar Note
              Trustee and the Agent Bank and such determinations must be made by
              the Agent Bank, or failing the Agent Bank, by the US Dollar Note
              Trustee in accordance with such Condition 7.11(c) of the US Dollar
              Note Conditions (but based on the information in its possession)
              and each such determination will be deemed to have been made by
              the Manager.

       (b)    (NOTIFY DEPOSITORY): If any Class A-1 Book-Entry Notes are
              outstanding, on receipt of a notification under Condition 7.11(b)
              of the US Dollar Note Conditions, the Principal Paying Agent must
              notify the Depository of any proposed redemption in accordance
              with the Depository's applicable procedures, specifying the
              principal amount of each Class A-1 Book-Entry Note to be redeemed
              and the date on which the redemption is to occur and must provide
              a copy to the Depository of the notification received under
              Condition 7.11(b) of the US Dollar Note Conditions.

7.2    EARLY REDEMPTION

       (a)    (NOTICE TO PAYING AGENT ETC): If the Issuer intends to redeem all
              (but not some only) of the Class A-1 Notes prior to the Scheduled
              Maturity Date (as defined in the


                                                                             14.
<PAGE>

              US Dollar Note Conditions) pursuant to Conditions 7.3 or 7.4 of
              the US Dollar Note Conditions, the Manager will direct the Issuer
              to give the requisite notice to the Sellers, the US Dollar Note
              Trustee, the Principal Paying Agent, the US Dollar Note Registrar,
              the Agent Bank and the Class A-1 Noteholders in accordance with
              Conditions 7.3 or 7.4 (as the case may be) of the US Dollar Note
              Conditions and stating the date on which such Class A-1 Notes are
              to be redeemed.

       (b)    (NOTICE TO DEPOSITORY): The Principal Paying Agent will, on
              receipt of a notice under clause 7.2(a), and if any Class A-1 Book
              Entry Notes are outstanding, notify the Depository of the proposed
              redemption in accordance with the Depository's applicable
              procedures, specifying the Invested Amount and Stated Amount of
              each Class A-1 Book-Entry Note to be redeemed, the amount of
              principal to be repaid in relation to each Class A-1 Book-Entry
              Note and the date on which the Class A-1 Book-Entry Notes are to
              be redeemed.

--------------------------------------------------------------------------------
8.     GENERAL PAYING AGENT MATTERS

8.1    NOTICES TO CLASS A-1 NOTEHOLDERS

       (a)    (NOTICES TO BE GIVEN BY US DOLLAR NOTE REGISTRAR): At the request
              of the Issuer, the US Dollar Note Trustee, the Manager, the
              Security Trustee or any other Agent, and at the expense of the
              Issuer, the US Dollar Note Registrar will arrange for the delivery
              of all notices and the Quarterly Servicing Report to Class A-1
              Noteholders in accordance with the US Dollar Note Conditions.

       (b)    (COPY TO US DOLLAR NOTE TRUSTEE): The US Dollar Note Registrar
              will promptly send to the US Dollar Note Trustee one copy of the
              form of every notice given to Class A-1 Noteholders in accordance
              with the US Dollar Note Conditions (unless such notice is given at
              the request of the US Dollar Note Trustee).

       The US Dollar Note Registrar will not be responsible for, or liable to
       any person in respect of, the contents of any notices or reports
       delivered by it at the request of the Issuer, the US Dollar Note Trustee,
       the Manager, the Security Trustee or any other Agent pursuant to this
       clause 8.1.

8.2    COPIES OF DOCUMENTS FOR INSPECTION

       The Manager will provide to the US Dollar Note Registrar sufficient
       copies of all documents required by the US Dollar Note Conditions or the
       US Dollar Note Trust Deed to be available to Class A-1 Noteholders for
       issue or inspection.

8.3    NOTICE OF ANY WITHHOLDING OR DEDUCTION

       If the Issuer or any Paying Agent is, in respect of any payment in
       respect of the Class A-1 Notes, compelled to withhold or deduct any
       amount for or on account of any taxes, duties or charges as contemplated
       by Condition 8.4 of the US Dollar Note Conditions, the Issuer must give
       notice to the Principal Paying Agent, the US Dollar Note Trustee and the
       Class A-1 Noteholders in accordance with Condition 11.1 of the US Dollar
       Note Conditions immediately after becoming aware of the requirement to
       make the withholding or deduction and must give to the Principal Paying
       Agent and the US Dollar Note Trustee such information as they require to
       enable each of them to comply with the requirement.

--------------------------------------------------------------------------------
9.     INDEMNITY

9.1    INDEMNITY BY ISSUER

       Subject to clause 14, the Issuer undertakes to indemnify each Agent and
       its directors, officers,


                                                                             15.
<PAGE>

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

9.2    INDEMNITY BY AGENT

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

--------------------------------------------------------------------------------
10.    CHANGES IN AGENTS

10.1   APPOINTMENT AND REMOVAL

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

       (a)    (APPOINT NEW AGENTS): appoint:

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

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

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

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

                     A.     an Insolvency Event;

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

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

              (ii)   otherwise, with effect on a date not less than 60 days'
                     from that notice (which date must be not less than 30 days
                     before any due date for payment on any Class A-1 Notes).


                                                                             16.
<PAGE>

10.2   RESIGNATION

       Subject to this clause 10, an Agent may resign its appointment under this
       Agreement at any time by giving to the Issuer, the Manager, each Rating
       Agency and (where the Agent resigning is not the Principal Paying Agent)
       the Principal Paying Agent not less than 90 days' written notice to that
       effect (which notice must expire not less than 30 days before, any due
       date for payment on any Class A-1 Notes).

10.3   LIMITATION OF APPOINTMENT AND TERMINATION

       Notwithstanding clauses 10.1 and 10.2:

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

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

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

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

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

10.4   PAYMENT OF AMOUNTS HELD BY THE PRINCIPAL PAYING AGENT

       If the appointment of the Principal Paying Agent is terminated, the
       Principal Paying Agent must, on the date on which that termination takes
       effect, pay to the successor Principal Paying Agent any amount held by it
       for payment of principal or interest in respect of any Class A-1 Note and
       must deliver to the successor Principal Paying Agent all records
       maintained by it and all documents (including any Class A-1 Notes) held
       by it pursuant to this Agreement.


                                                                             17.
<PAGE>

10.5   RECORDS HELD BY US DOLLAR NOTE REGISTRAR

       If the appointment of the US Dollar Note Registrar is terminated, the US
       Dollar Note Registrar must, on the date on which that termination takes
       effect, deliver to the successor US Dollar Note Registrar the US Dollar
       Note Register and all records maintained by it and all documents
       (including any Class A-1 Notes) held by it pursuant to this Agreement.

10.6   SUCCESSOR TO PRINCIPAL PAYING AGENT, AGENT BANK, US DOLLAR NOTE REGISTRAR

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

       (b)    (MERGER): Any corporation:

              (i)    into which the Principal Paying Agent, Agent Bank or US
                     Dollar Note Registrar is merged;

              (ii)   with which the Principal Paying Agent, Agent Bank or US
                     Dollar Note Registrar is consolidated;

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

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

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

10.7   NOTICE TO CLASS A-1 NOTEHOLDERS

       The Manager on behalf of the Issuer will, within 5 days of:

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

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


                                                                             18.
<PAGE>

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

       give to the Class A-1 Noteholders notice of the termination,
       appointment or resignation in accordance with Condition 11.1 of the
       US Dollar Note Conditions (in the case of a termination under clause
       10.1(b)(i) or 10.2 at the cost of the outgoing Agent).
       Notwithstanding clauses 10.1 and 10.2, neither the termination of
       the appointment of an Agent, nor the resignation of an Agent, will
       take effect until notice thereof is given to the Class A-1
       Noteholders in accordance with this clause 10.7.

10.8   CHANGE IN SPECIFIED OFFICE

       (a)    (AGENTS CHANGE): If any Agent proposes to change its Specified
              Office (which must be within the same city as its previous
              Specified Office), it must give to the Issuer the Manager, the US
              Dollar Note Trustee and the other Agents not less than 30 days'
              prior written notice of that change, giving the address of the new
              Specified Office and stating the date on which the change is to
              take effect. No change of a Specified Office may occur in the
              period 30 days before any due date for payment on any Class A-1
              Notes.

       (b)    (NOTICE TO CLASS A-1 NOTEHOLDERS): The Manager must, within 14
              days of receipt of a notice under clause 10.8(a) (unless the
              appointment is to terminate pursuant to clause 10.1 or 10.2 on or
              prior to the date of that change) give to the Class A-1
              Noteholders notice in accordance with Condition 11.1 of the US
              Dollar Note Conditions of that change and of the address of the
              new Specified Office, but the cost of giving that notice must be
              borne by the Agent which is changing its Specified Office and not
              by the Issuer or the Manager.

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

11.1   AGENTS ARE AGENTS OF THE ISSUER

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

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

11.2   AGENCY

       Subject to any other provision of this Agreement, each Agent acts solely
       for and as agent of the Issuer and does not have any obligations towards
       or relationship of agency or trust with any person entitled to receive
       payments of principal and/or interest on the Class A-1 Notes and is
       responsible only for the performance of the duties and obligations
       imposed on it pursuant to clause 11.6.

11.3   RELIANCE

       Each Agent is protected and will incur no liability for or in respect of
       any action taken, omitted or suffered by it in reliance upon any
       instruction, request or order from the Issuer or the Manager or in
       reliance upon any Class A-1 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.


                                                                             19.
<PAGE>

11.4   ENTITLED TO DEAL

       An Agent is not precluded from acquiring, holding or dealing in any Class
       A-1 Notes or from engaging or being interested in any contract or other
       financial or other transaction with the Issuer or the Manager as freely
       as if it were not an agent of the Issuer under this Agreement and in no
       event whatsoever (other than fraud, wilful misconduct, negligence or bad
       faith) will any Agent be liable to account to the Issuer or any person
       entitled to receive amounts of principal or interest on the Class A-1
       Notes for any profit made or fees or commissions received in connection
       with this agreement or any Class A-1 Notes.

11.5   CONSULTATION

       Each Agent may, after 5 days' prior notice to the Issuer and the Manager,
       consult as to legal matters with lawyers selected by it, who may be
       employees of or lawyers to the Issuer, the Manager or the relevant Agent.

11.6   DUTIES AND OBLIGATIONS

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

11.7   INCOME TAX RETURNS

       The Principal Paying Agent will deliver to each Class A-1 Noteholder such
       information as may be reasonably required to enable such Class A-1
       Noteholder to prepare its federal and state income tax returns.

11.8   REPRESENTATION BY EACH AGENT

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

--------------------------------------------------------------------------------
12.    FEES AND EXPENSES

12.1   PAYMENT OF FEE

       The Issuer will pay to each Agent during the period that any of the Class
       A-1 Notes remain outstanding the administration fee separately agreed by
       that Agent and the Issuer. If the appointment of an Agent is terminated
       under this Agreement, the Agent must refund to the Issuer that proportion
       of the fee (if any) which relates to the period during which the Agent's
       appointment is terminated.

12.2   PAYMENT OF EXPENSES

       The Issuer must pay or reimburse to each Agent all reasonable costs,
       expenses, charges, stamp duties and other Taxes and liabilities properly
       incurred by that Agent in the performance of the obligations of that
       Agent under this Agreement including, without limitation, all costs and
       expenses (including legal costs and expenses) incurred by that Agent in
       the enforcement of any obligations under this Agreement. Nothing in this
       clause 12.2 entitles or permits an Agent to be reimbursed or indemnified
       for general overhead costs and expenses (including, without


                                                                             20.
<PAGE>

       limitation, rents and any amounts payable by that Agent to its employees
       in connection with their employment) incurred directly or indirectly in
       connection with the business activities of that Agent or in the exercise
       of its rights, powers and discretions or the performance of its duties
       and obligations under this Agreement.

12.3   NO OTHER FEES

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

12.4   PAYMENT OF FEES

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

12.5   NO COMMISSION

       Subject to this clause 12, no Paying Agent may charge any commission or
       fee in relation to any payment by it under this Agreement.

12.6   ISSUER PERSONALLY LIABLE FOR FEES

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

12.7   TIMING OF PAYMENTS

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

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

13.1   METHOD OF DELIVERY

       Subject to clause 13.3, any notice, request, certificate, approval,
       demand, consent or other communication to be given under this Agreement
       (other than notices to the Class A-1 Noteholders):

       (a)    (EXECUTION): must be signed by an Authorised Officer of the party
              giving the same;


                                                                             21.
<PAGE>

       (b)    (IN WRITING): must be in writing; and

       (c)    (DELIVERY): must be:

              (i)    left at the address of the addressee;

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

              (iii)  sent by facsimile to the facsimile number of the addressee,

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

13.2   DEEMED RECEIPT

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

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

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

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

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

13.3   COMMUNICATIONS THROUGH PRINCIPAL PAYING AGENT

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

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

14.1   LIMITATION ON ISSUER'S LIABILITY

       The Issuer enters into this Agreement only in its capacity as trustee of
       the Series Trust and in no other capacity. A liability incurred by the
       Issuer acting in its capacity as trustee of the Series Trust arising
       under or in connection with this Agreement is limited to and can be
       enforced against the Issuer only to the extent to which it can be
       satisfied out of the Assets of the Series Trust out of which the Issuer
       is actually indemnified for the liability. This limitation of the
       Issuer's liability applies despite any other provision of this Agreement
       (other than clauses 12.6 and 14.3) and extends to all liabilities and
       obligations of the Issuer in any way connected with any representation,
       warranty, conduct, omission, agreement or transaction related to this
       Agreement.

14.2   CLAIMS AGAINST ISSUER

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


                                                                             22.
<PAGE>

       or prove in any liquidation, administration or similar arrangements of or
       affecting the Issuer (except in relation to the Assets of the Series
       Trust).

14.3   BREACH OF TRUST

       The provisions of this clause 14 will not apply to any obligation or
       liability of the Issuer to the extent that it is not satisfied because
       under the Master Trust Deed, the Series Supplement or any other
       Transaction Document or by operation of law there is a reduction in the
       extent of the Issuer's indemnification out of the Assets of the Series
       Trust as a result of the Issuer's fraud, negligence or wilful default and
       will not apply to any obligation or liability of the Issuer to pay
       amounts from its personal funds pursuant to clause 12.6.

14.4   ACTS OR OMISSIONS

       It is acknowledged that the Relevant Parties are responsible under the
       Transaction Documents for performing a variety of obligations relating to
       the Series Trust. No act or omission of the Issuer (including any related
       failure to satisfy its obligations or any breach of representations or
       warranties under this Agreement) will be considered fraudulent, negligent
       or a wilful default for the purposes of clause 14.3 to the extent to
       which the act or omission was caused or contributed to by any failure by
       any Relevant Party or any other person appointed by the Issuer under any
       Transaction Document (other than a person whose acts or omissions the
       Issuer is liable for in accordance with any Transaction Document) to
       fulfil its obligations relating to the Series Trust or by any other act
       or omission of a Relevant Party or any other such person.

14.5   NO AUTHORITY

       No Agent appointed in accordance with this Agreement has authority to act
       on behalf of the Issuer in a way which exposes the Issuer to any personal
       liability and no act or omission of any such person will be considered
       fraudulent, negligent or wilful default of the Issuer for the purposes of
       clause 14.3.

14.6   NO OBLIGATION

       The Issuer is not obliged to enter into any commitment or obligation
       under or in relation to this Agreement or any Transaction Document
       (including incur any further liability) unless the Issuer's liability is
       limited in a manner which is consistent with this clause 14 or otherwise
       in a manner satisfactory to the Issuer in its absolute discretion.

--------------------------------------------------------------------------------
15.    GENERAL

15.1   WAIVER

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

15.2   WRITTEN WAIVER, CONSENT AND APPROVAL

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


                                                                             23.
<PAGE>

15.3   SEVERABILITY

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

15.4   SURVIVAL OF INDEMNITIES

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

15.5   ASSIGNMENTS

       No party may assign or transfer any of its rights or obligations under
       this Agreement without the prior written consent of the other parties and
       confirmation from the Rating Agencies that such assignment will not lead
       to a reduction, qualification or reduction of its then rating of the
       Class A-1 Notes.

15.6   SUCCESSORS AND ASSIGNS

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

15.7   MORATORIUM LEGISLATION

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

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

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

       are hereby expressly waived, negatived and excluded.

15.8   AMENDMENTS

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

15.9   GOVERNING LAW

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

15.10  JURISDICTION

            Each party irrevocably and unconditionally:

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

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


                                                                             24.
<PAGE>

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

15.11  COUNTERPARTS

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

15.12  LIMITATION OF US DOLLAR NOTE TRUSTEE'S LIABILITY

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








                                                                             25.
<PAGE>


EXECUTED as an agreement.

<TABLE>
<CAPTION>
<S>                                                        <C>
SIGNED for and on behalf of PERPETUAL TRUSTEE
COMPANY LIMITED, ABN 42 000 001 007,
by Elizabeth Kench
its Attorney under a Power of Attorney dated
13 March 2003 and who declares that he or she has
not received any notice of the revocation of such
Power of Attorney, in the presence of:

                                                           /s/ Elizabeth Kench
                                                           ------------------------------------------------
                                                           Signature of Attorney


/s/ Gwenneth O'Shea                                            Elizabeth Kench
-------------------------------------------------          ------------------------------------------------
Signature of Witness                                       Name of Attorney in full


    Gwenneth O'Shea
-------------------------------------------------
Name of Witness in full






SIGNED for and on behalf of SECURITISATION
ADVISORY SERVICES PTY LIMITED, ABN 88 064
133 946,
by Timothy See
its Attorney under a Power of Attorney dated
3 March 2003 and who declares that he or she has
not received any notice of the revocation of such
Power of Attorney, in the presence of:


                                                           /s/ Timothy See
                                                           ------------------------------------------------
                                                           Signature of Attorney


/s/ Gwenneth O'Shea
-------------------------------------------------
Signature of Witness


    Gwenneth O'Shea
-------------------------------------------------
Name of Witness in full
</TABLE>



                                                                             26.
<PAGE>


<TABLE>
<CAPTION>
<S>                                                       <C>
SIGNED for THE BANK OF NEW YORK, NEW YORK
BRANCH by its Authorised Signatory:


                                                          /s/ Janie K. Choi
                                                          ------------------------------------------------
                                                          Authorised Signatory


/s/ Martin Reed
-------------------------------------------------
Signature of Witness


    Martin Reed
-------------------------------------------------
Name of Witness in full






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


                                                          /s/ Janie K. Choi
                                                          ------------------------------------------------
                                                          Authorised Signatory


/s/ Martin Reed
-------------------------------------------------
Signature of Witness


    Martin Reed
-------------------------------------------------
Name of Witness in full
</TABLE>



                                                                             27.