Perpetual
        Limited

      
        
          

        

      

      ME
        Portfolio Management Limited

      
        
          

        

      

       

      Payment
        Funding 

      Facility
        Agreement for 

      the
        Issue
        and 

      Repayment
        of Notes - 

      SMHL
        Global Fund 

      2007-1

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          

        
Table
        of contents

       

      
        	
                Clause

              	 	 	
                Page

              
	 	 	 	 
	
                1

              	
                Definitions
                  and interpretation

              	
                1

              
	 	 	 
	 	
                1.1

              	
                Definitions

              	
                1

              
	 	
                1.2

              	
                Interpretation

              	
                6

              
	 	
                1.3

              	
                Banking
                  Day

              	
                8

              
	 	
                1.4

              	
                Transaction
                  Document

              	
                8

              
	 	 	
                 

              
	
                2

              	
                The
                  Notes

              	
                8

              
	 	 	 
	 	
                2.1

              	
                Application
                  for and Issue of Notes

              	
                8

              
	 	
                2.2

              	
                Acknowledgment
                  of Indebtedness

              	
                8

              
	 	
                2.3

              	
                Obligations
                  under Notes

              	
                9

              
	 	
                2.4

              	
                Ownership
                  of Notes

              	
                9

              
	 	
                2.5

              	
                Register

              	
                9

              
	 	 	
                 

              
	
                3

              	
                Purpose

              	
                9

              
	 	 	
                 

              
	
                4

              	
                Funding
                  procedures

              	
                10

              
	 	 	 
	 	
                4.1

              	
                Delivery
                  of Funding Notice

              	
                10

              
	 	
                4.2

              	
                Requirements
                  for a Funding Notice

              	
                10

              
	 	
                4.3

              	
                Copy
                  of the Funding Notice to be provided to the Issuer

              	
                10

              
	 	
                4.4

              	
                Irrevocability
                  of Funding Notice

              	
                10

              
	 	 	 
	
                5

              	
                Loan
                  Facility

              	
                11

              
	 	 	 
	 	
                5.1

              	
                Provision
                  of Funding Portions

              	
                11

              
	 	
                5.2

              	
                Repayment
                  of Outstanding Moneys

              	
                11

              
	 	
                5.3

              	
                Interest

              	
                11

              
	 	
                5.4

              	
                Order
                  of Repayment

              	
                12

              
	 	
                5.5

              	
                Acknowledgments

              	
                12

              
	 	 	
                 

              
	
                6

              	
                Payments

              	
                13

              
	 	 	 
	 	
                6.1

              	
                Manner
                  of payments

              	
                13

              
	 	
                6.2

              	
                Payments
                  on a Banking Day

              	
                13

              
	 	
                6.3

              	
                Appropriation
                  of payments

              	
                13

              
	 	
                6.4

              	
                Payments
                  in gross

              	
                14

              
	 	
                6.5

              	
                Taxation
                  deduction procedures

              	
                14

              
	 	
                6.6

              	
                Amounts
                  payable on demand

              	
                14

              
	 	 	
                 

              
	
                7

              	
                Representations
                  and warranties

              	
                14

              
	 	 	 
	 	
                7.1

              	
                By
                  the Issuer

              	
                14

              
	 	
                7.2

              	
                By
                  the SF Manager

              	
                15

              


      

       

      
        
          
          

        

        
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        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	 	
                7.3

              	
                Survival
                  and repetition of representations and warranties

              	
                16

              
	 	
                7.4

              	
                Reliance
                  by the Note Holder and OF Manager

              	
                16

              
	 	 	
                 

              
	
                8

              	
                Undertakings

              	
                16

              
	 	 	 
	 	
                8.1

              	
                Term
                  of undertakings

              	
                16

              
	 	
                8.2

              	
                Compliance
                  with Covenants

              	
                16

              
	 	
                8.3

              	
                Notify
                  Events of Default

              	
                17

              
	 	
                8.4

              	
                Know
                  your customer

              	
                17

              
	 	
                8.5

              	
                Compliance
                  with Regulation AB

              	
                17

              
	 	
                8.6

              	
                Direction
                  of claims by the SF Manager

              	
                22

              
	 	
                8.7

              	
                Direction
                  of defence of claims

              	
                23

              
	 	 	
                 

              
	
                9

              	
                Events
                  of Default

              	
                23

              
	 	 	 
	 	
                9.1

              	
                Operation
                  of clause 9

              	
                23

              
	 	
                9.2

              	
                Effect
                  of Event of Default

              	
                24

              
	 	
                9.3

              	
                Issuer
                  to continue to perform

              	
                24

              
	 	
                9.4

              	
                Enforcement

              	
                24

              
	 	 	
                 

              
	
                10

              	
                Trustee
                  Limitation of Liability Protection

              	
                24

              
	 	 	 
	 	
                10.1

              	
                Limitation
                  of Liability - Issuer

              	
                24

              
	 	
                10.2

              	
                Limitation
                  of Liability - Note Holder

              	
                25

              
	 	
                10.3

              	
                Wilful
                  Default of the Issuer and the Note Holder

              	
                26

              
	 	 	
                 

              
	
                11

              	
                Indemnities

              	
                27

              
	 	 	 
	 	
                11.1

              	
                General
                  indemnity

              	
                27

              
	 	
                11.2

              	
                Continuing
                  indemnities and evidence of loss

              	
                28

              
	 	
                11.3

              	
                Funds
                  available for indemnity

              	
                28

              
	 	
                11.4

              	
                Negligence,
                  wilful default or breach of law

              	
                28

              
	 	
                11.5

              	
                Notification
                  from Note Holder or OF Manager

              	
                28

              
	 	 	
                 

              
	
                12

              	
                Tax,
                  costs and expenses

              	
                29

              
	 	 	 
	 	
                12.1

              	
                Tax

              	
                29

              
	 	
                12.2

              	
                Costs
                  and expenses

              	
                29

              
	 	
                12.3

              	
                Goods
                  and services tax

              	
                30

              
	 	 	
                 

              
	
                13

              	
                Interest
                  on overdue amounts

              	
                30

              
	 	 	 
	 	
                13.1

              	
                Payment
                  of interest

              	
                30

              
	 	
                13.2

              	
                Accrual
                  of interest

              	
                30

              
	 	
                13.3

              	
                Rate
                  of interest

              	
                31

              
	 	 	
                 

              
	
                14

              	
                Assignment

              	
                31

              
	 	 	 
	 	
                14.1

              	
                Assignment
                  by Transaction Party

              	
                31

              
	 	
                14.2

              	
                Assignment
                  by Note Holder and OF Manager

              	
                31

              
	 	
                14.3

              	
                Assist
                  transfer or assignment

              	
                31

              
	 	
                14.4

              	
                Participation
                  permitted

              	
                31

              


      

       

      
        
          
          

        

        
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            ii

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	 	
                14.5

              	
                Lending
                  Office

              	
                31

              
	 	
                14.6

              	
                Disclosure

              	
                31

              
	 	
                14.7

              	
                No
                  increase in costs

              	
                32

              
	 	 	
                 

              
	
                15

              	
                General

              	
                32

              
	 	 	 
	 	
                15.1

              	
                Confidential
                  information

              	
                32

              
	 	
                15.2

              	
                Performance
                  by Note Holder of obligations

              	
                32

              
	 	
                15.3

              	
                Transaction
                  Party to bear cost

              	
                32

              
	 	
                15.4

              	
                Notices

              	
                32

              
	 	
                15.5

              	
                Governing
                  law and jurisdiction

              	
                34

              
	 	
                15.6

              	
                Prohibition
                  and enforceability

              	
                34

              
	 	
                15.7

              	
                Waivers

              	
                34

              
	 	
                15.8

              	
                Variation

              	
                34

              
	 	
                15.9

              	
                Cumulative
                  rights

              	
                35

              
	 	
                15.10

              	
                Attorneys

              	
                35

              
	 	
                15.11

              	
                Binding
                  Obligations

              	
                35

              
	 	
                15.12

              	
                Winding
                  up of Securitisation Fund

              	
                35

              
	 	
                15.13

              	
                Termination

              	
                35

              
	 	
                15.14

              	
                Counterparts

              	
                35

              
	 	 	 	 
	
                Schedule
                  1 - Funding Notice (clause 4.2)

              	
                36

              
	 	 
	
                Schedule
                  2 - Conditions

              	
                38

              
	 	 
	
                Schedule
                  3 - Report on assessment of compliance with Regulation AB servicing
                  criteria

              	
                42

              
	 	 
	
                Schedule
                  4 - Servicing Criteria to be addressed in assessment of
                  compliance

              	
                43

              


      

      


      
        
          
          

        

        
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            iii

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Date
        29 May 2007

       

       

      Parties

       

      Perpetual
        Limited ABN
        86
        000 431 827 of Level 12, 123 Pitt Street, Sydney, New South Wales 2000 in
        its
        capacity as trustee of the Securitisation Fund (as hereinafter defined)
        (Issuer)
        

       

      Perpetual
        Limited ABN
        86
        000 431 827 of Level 12, 123 Pitt Street, Sydney, New South Wales 2000 in
        its
        capacity as trustee of the Origination Fund (as hereinafter defined)
        (Note Holder)
        

       

      ME
        Portfolio Management Limited ABN
        79
        005
        964 134 of
        Level
        16,
        360 Collins Street, Melbourne, Victoria 3000 in its capacity as manager of
        the
        Securitisation Fund (SF
        Manager)

       

      ME
        Portfolio Management Limited
        ABN 79
        005 964 134 of Level 16, 360 Collins Street, Melbourne, Victoria 3000 in
        its
        capacity as manager of the Origination Fund (OF
        Manager)

       

       

      
        
          

        
Recitals

       

      
        	
              	A.	
                The
                  Issuer is the trustee, and the SF Manager is the manager, of the
                  Securitisation Fund.

              


      

       

      
        	
              	B.	
                The
                  Note Holder is the trustee, and the OF Manager is the manager,
                  of the
                  Origination Fund.

              


      

       

      
        	
              	C.	
                The
                  SF Manager has requested the OF Manager to direct the Note Holder
                  to make
                  available a loan facility to the Issuer under which the Issuer
                  will issue
                  Notes to the Note Holder and the Note Holder will purchase Notes
                  from the
                  Issuer.

              


      

       

      
        	
              	D.	
                The
                  Note Holder and the OF Manager have agreed to make available a
                  facility on
                  the terms and conditions of this agreement and have agreed with
                  the SF
                  Manager and the Issuer that the terms and conditions of the issue
                  and
                  repayment of any such Notes are those contained in this
                  agreement.

              


      

       

      The
        parties agree

       

      in
        consideration of, among other things, the mutual promises contained in this
        agreement:

       

       

      
        

      

      
        	1	
                Definitions
                  and interpretation

              


      

       

      
        	
              	1.1	
                Definitions 

              


      

       

      In
        this agreement, unless the context otherwise requires:

       

      Attorney
        means an attorney appointed under a Material Document; 

       

      
        
          
          

        

        
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            1

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Authorisation
        includes:

       

      
        	
              	(a)	
                any
                  consent, registration, filing, agreement, notarisation, certificate,
                  licence, approval, permit, authority or exemption from, by or with
                  a
                  Governmental Agency; and

              


      

       

      
        	
              	(b)	
                any
                  consent or authorisation regarded as given by a Governmental Agency
                  due to
                  the expiration of the period specified by a statute within which
                  the
                  Governmental Agency should have acted if it wished to proscribe
                  or limit
                  anything already lodged, registered or notified under that
                  statute;

              


      

       

      Authorised
        Investments
        has the meaning given to it in the Master Trust Deed;

       

      Bank
        has the meaning given to it in the Master Trust Deed;

       

      Banking
        Day
        means any day on which Banks are open for business in London, New York,
        Melbourne and Sydney (excluding a Saturday, Sunday or public holiday) and
        which
        is a TARGET Settlement Day;

       

      Bond
        Issue Date has
        the meaning given to it in the Master Trust Deed;

       

      Bond
        Issue Direction
        has the meaning given to it in the Master Trust Deed;

       

      Charge
        means the charge created under the Security Trust Deed;

       

      Class
        A Note has
        the meaning given to it in the Supplementary Bond Terms Notice;

       

      Class
        B Note has
        the meaning given to it in the Supplementary Bond Terms Notice;

       

      Collections
        has the meaning given to it in the Supplementary Bond Terms Notice;

       

      Commission
        has
        the meaning given to it in the Supplementary Bond Terms Notice;

       

      Conditions
        means the terms and conditions as set out in schedule 2;

       

      Designated
        Rating Agency
        has the meaning given to it in the Master Trust Deed;

       

      Dollars,
        A$
        and $
        means the lawful currency of the Commonwealth of Australia;

       

      Encumbrance
        means an interest or power: 

       

      
        	
              	(a)	
                reserved
                  in or over an interest in any asset including, but not limited
                  to, any
                  retention of title; or

              


      

       

      
        	
              	(b)	
                created
                  or otherwise arising in or over any interest in any asset under
                  a bill of
                  sale, mortgage, charge, lien, pledge, trust or
                  power,

              


      

       

      by
        way of security for the payment of a debt, any other monetary obligation
        or the
        performance of any other obligation, and includes, but is not limited to,
        any
        agreement to grant or create any of the above; 

       

      Entity
        has the same meaning as in Chapter 2E of the Corporations Act;

       

      Event
        of Default
        means an Event of Default as defined in the Security Trust Deed;

       

      Exchange
        Act has
        the meaning given to it in the Supplementary Bond Terms Notice;

       

      Excluded
        Tax
        means any Tax imposed by any jurisdiction on the net income of the Note
        Holder;

       

      
        
          
          

        

        
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            2

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Facility
        means the payment funding facility made available by the Note Holder to the
        Issuer under this agreement (by purchase of Notes);

       

      Fitch
        Ratings
        means Fitch Australia Pty Ltd;

       

      Funding
        Date
        means the date on which a Note will be issued (as stipulated in the Funding
        Notice) and the date on which a Funding Portion is, or is to be, advanced
        or
        regarded as advanced to the Issuer under this agreement;

       

      Funding
        Notice
        means a notice given, or to be given, under clauses 4.1
        and 4.2;

       

      Funding
        Portion
        means in relation to any Note, the principal amount of that Note to be provided
        or outstanding at that time (as the case may be);

       

      Governmental
        Agency
        means any government or any governmental, semi-governmental, administrative,
        fiscal or judicial body, department, commission, authority, tribunal, agency
        or
        entity; 

       

      GST
        has
        the same meaning as in the A New Tax System (Goods and Services Tax) Act
        1999;

       

      Interest
        Amount
        means for any Payment Period all of the net income derived from the investment
        of the net proceeds of the Principal Outstanding for that Payment Period;
        

       

      Lending
        Office
        means the office of the Note Holder set out in clause 15.4(a)(1)(A)
        or such other office as notified by the Note Holder under this
        agreement;

       

      Master
        Trust Deed
        means the Master Trust Deed dated 4 July 1994 made between Perpetual Limited
        and
        ME Portfolio Management Limited, and providing for the establishment of a
        series
        of separate trusts known collectively as the Superannuation Members’ Home Loans
        Trusts, as amended and restated from time to time;

       

      Material
        Documents
        means:

       

      
        	
              	(a)	
                this
                  agreement (including each Note);
                  and

              


      

       

      
        	
              	(b)	
                the
                  Security Trust Deed; and

              


      

       

      
        	
              	(c)	
                the
                  Supplementary Bond Terms Notice.

              


      

       

      Moody's
        has the meaning given to it in the Master Trust Deed;

       

      Mortgage
        has
        the meaning given to it in the Master Trust Deed;

       

      Note
        means a note issued under clauses 2
        and 4;

       

      Note
        Holder
        means Perpetual Limited (in its capacity as trustee of the Origination Fund)
        or
        any person entitled to be registered as a Note Holder in accordance with
        this
        agreement;

       

      Officer
        means:

       

      
        	
              	(a)	
                in
                  relation to the Issuer and Note Holder, a director, secretary or
                  other
                  person whose title contains the word or words "manager" or "counsel"
                  or
                  “head” or a person performing the functions of any of them; and
                  

              


      

       

      
        	
              	(b)	
                in
                  relation to the SF Manager and OF Manager, a director or a secretary,
                  or a
                  person notified to be an authorised officer of the relevant
                  party;

              


      

       

      
        
          
          

        

        
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            3

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Origination
        Fund
        means Superannuation Members’ Home Loans Origination Fund No. 3 established
        pursuant to the Master Trust Deed;

       

      Outstanding
        Moneys
        means all debts and monetary liabilities of the Issuer to the Note Holder
        under
        or in relation to any Material Document irrespective of whether the debts
        or
        liabilities:

       

      
        	
              	(a)	
                are
                  present or future;

              


      

       

      
        	
              	(b)	
                are
                  actual, prospective, contingent or
                  otherwise;

              


      

       

      
        	
              	(c)	
                are
                  at any time ascertained or
                  unascertained;

              


      

       

      
        	
              	(d)	
                are
                  owed or incurred by or on account of the Issuer alone, or severally
                  or
                  jointly with any other person;

              


      

       

      
        	
              	(e)	
                are
                  owed to or incurred for the account of the Note Holder alone, or
                  severally
                  or jointly with any other person;

              


      

       

      
        	
              	(f)	
                are
                  owed or incurred as principal, interest, fees, charges, taxes,
                  duties or
                  other imposts, damages (whether for breach of contract or tort
                  or incurred
                  on any other ground), losses, costs or expenses, or on any other
                  account;
                  or

              


      

       

      comprise
        any combination of the above, after:

       

      
        	
              	(g)	
                deducting
                  the aggregate amount of any payments made under clause 3(b);
                  and

              


      

       

      
        	
              	(h)	
                adding
                  the aggregate of any amounts recovered by or otherwise paid to
                  the Issuer
                  where the original non-payment of those amounts was a Payment Amount
                  Shortfall;

              


      

       

      Outstanding
        Principal Balance
        in respect of a Mortgage has the same meaning as in the Supplementary Bond
        Terms
        Notice;

       

      Overdue
        Rate
        means on any date the rate percent per annum calculated by the OF Manager
        which
        is the rate, expressed as a percentage, derived from dividing the Interest
        Amount by the average of the Principal Outstanding on each Banking Day during
        the Payment Period immediately preceding the date the Overdue Rate is
        calculated;

       

      Payment
        Amount
        means an amount payable by the Issuer to the counterparty to any Enhancement
        or
        Interest Hedge (as those terms are defined in the Master Trust Deed) in respect
        of any loss suffered by the counterparty as a consequence of the termination
        before its due date of any arrangement to hedge or otherwise manage the Issuer's
        interest rate exposure for any Mortgage being an Asset of the Securitisation
        Fund where all or part of the interest payable is subject to a fixed
        rate;

       

      Payment
        Amount Shortfall
        means as the case requires: 

       

      
        	
              	(a)	
                a
                  Recovery Shortfall; and

              


      

       

      
        	
              	(b)	
                a
                  Threshold Rate Shortfall;

              


      

       

      Payment
        Date
        has the meaning given to it in the Supplementary Bond Terms Notice;


       

      Payment
        Period
        means the period from and including the last relevant Payment Date to but
        excluding the next relevant Payment Date except that the first Payment Period
        will commence on the relevant Funding Date and the last Payment Period will
        end
        on the Termination Date;

       

      
        
          
          

        

        
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            4

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Permitted
        Encumbrance
        means: 

       

      
        	
              	(a)	
                every
                  lien created by operation of law securing an obligation that is
                  not yet
                  due;

              


      

       

      
        	
              	(b)	
                every
                  lien for the unpaid balance of purchase moneys under an instalment
                  contract entered into in the ordinary course of
                  business;

              


      

       

      
        	
              	(c)	
                every
                  lien for the unpaid balance of moneys owing for repairs;
                  and

              


      

       

      
        	
              	(d)	
                an
                  Encumbrance granted under a Transaction
                  Document,

              


      

       

      which
        affects or relates to any of the assets of the Securitisation Fund;

       

      Power
        means any right, power, authority, discretion or remedy conferred on the
        Note
        Holder or OF Manager, or a Receiver or an Attorney by any Transaction Document
        or any applicable law; 

       

      Principal
        Outstanding
        means at any time the aggregate principal amount of all outstanding Funding
        Portions at that time after:

       

      
        	
              	(a)	
                deducting
                  the aggregate amount of any payments made under clause 3(b);
                  and

              


      

       

      
        	
              	(b)	
                adding
                  the aggregate of any amounts recovered by or otherwise paid to
                  the Issuer
                  in respect of a Payment Amount
                  Shortfall;

              


      

       

      Recovery
        Shortfall
        means an amount equal to the difference between the Payment Amount and the
        amount recovered or recoverable under or pursuant to the Mortgage in respect
        of
        the Payment Amount;

       

      Redraw
        Funding Facility
        has the meaning given to it in the Security Trust Deed;

       

      Register
        means the register of Note Holders maintained by the Issuer;

       

      Regulation
        AB has
        the meaning given to it in the Supplementary Bond Terms Notice;

       

      S&P
        has the meaning given to it in the Master Trust Deed;

       

      Same
        Day Funds
        means bank cheque or other immediately available funds; 

       

      Securitisation
        Fund
        means the Securitisation Fund constituted under the Master Trust Deed known
        as
        SMHL Global Fund 2007-1;

       

      Security
        Trust Deed
        means the security trust deed (as amended from time to time) in respect of
        the
        Securitisation Fund dated 2 May 2007 between the Issuer, the SF Manager,
        Perpetual Trustee Company Limited ABN 42 000 001 007 (as security trustee)
        and
        The Bank of New York (as note trustee);

       

      Set
        Date
        means in relation to the initial Payment Period, the Funding Date, and in
        relation to each subsequent Payment Period, the relevant Payment Date at
        the
        commencement of that Payment Period;

       

      Supplementary
        Bond Terms Notice
        means the Supplementary Bond Terms Notice
        dated on or about the date of this agreement in respect of the Securitisation
        Fund and providing the terms of issue for Class A Notes and Class B
        Notes;

       

      
        
          
          

        

        
          page
            5

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      TARGET
        Settlement Day
        means any day on which the Trans-European Automated Real-time Gross Settlement
        Express Transfer system is open;

       

      Tax
        means:

       

      
        	
              	(a)	
                any
                  tax (including GST), levy, charge, impost, duty, fee, deduction,
                  compulsory loan or withholding; or

              


      

       

      
        	
              	(b)	
                any
                  income, stamp or transaction duty, tax or
                  charge,

              


      

       

      which
        is assessed, levied, imposed or collected by any Governmental Agency and
        includes, but is not limited to, any interest, fine, penalty, charge, fee
        or
        other amount imposed on or in respect of any of the above; 

       

      Termination
        Date
        means, the first to occur of:

       

      
        	
              	(a)	
                the
                  date on which the Total Outstanding Principal Balance is zero or
                  will be
                  zero following any payments made on the relevant Payment Date (as
                  defined
                  under the Supplementary Bond Terms Notice);
                  and

              


      

       

      
        	
              	(b)	
                the
                  date by which the SF Manager has received written notification
                  from each
                  Designated Rating Agency (as defined in the Master Trust Deed)
                  that the
                  provision of the Facility and the subscription and issue of Notes
                  under
                  the Facility (including any outstanding Notes) is no longer necessary
                  in
                  order to maintain the “AAA”, “Aaa” and “AAA” rating of notes in the
                  Securitisation Fund known as the “Class A Notes” by S&P, Moody’s and
                  Fitch Ratings respectively; 

              


      

       

      Threshold
        Rate Shortfall
        means any shortfall arising under any determination under clause 11(a) of
        the
        Supplementary Bond Terms Notice;

       

      Total
        Outstanding Principal Balance
        has the meaning given to it under the Supplementary Bond Terms
        Notice;

       

      Transaction
        Document
        has the meaning given to it in the Master Trust Deed and includes this agreement
        and any document or agreement entered into or given under it (including
        Notes);

       

      Transaction
        Party
        means:

       

      
        	
              	(a)	
                the
                  Issuer; or

              


      

       

      
        	
              	(b)	
                the
                  SF Manager.

              


      

       

      
        	
              	1.2	
                Interpretation 

              


      

       

      In
        this agreement, headings and boldings are for convenience only and do not
        affect
        the interpretation of this agreement and, unless the context otherwise
        requires:

       

      
        	
              	(a)	
                words
                  importing the singular include the plural and vice
                  versa;

              


      

       

      
        	
              	(b)	
                words
                  importing a gender include any
                  gender;

              


      

       

      
        	
              	(c)	
                other
                  parts of speech and grammatical forms of a word or phrase defined
                  in this
                  agreement have a corresponding
                  meaning;

              


      

       

      
        	
              	(d)	
                an
                  expression importing a natural person includes any company, partnership,
                  joint venture, association, corporation or other body corporate
                  and any
                  Governmental Agency;

              


      

       

      
        
          
          

        

        
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              	(e)	
                a
                  reference to any thing (including, but not limited to, any right)
                  includes
                  a part of that thing;

              


      

       

      
        	
              	(f)	
                a
                  reference to a part, clause, party, annexure, exhibit or schedule
                  is a
                  reference to a part and clause of, and a party, annexure, exhibit
                  and
                  schedule to, this agreement and a reference to this agreement includes
                  any
                  annexure, exhibit and schedule;

              


      

       

      
        	
              	(g)	
                a
                  reference to a statute, regulation, proclamation, ordinance or
                  by-law
                  includes all statutes, regulations, proclamations, ordinances or
                  by-laws
                  amending, consolidating or replacing it, and a reference to a statute
                  includes all regulations, proclamations, ordinances and by-laws
                  issued
                  under that statute;

              


      

       

      
        	
              	(h)	
                a
                  reference to a document includes all amendments or supplements
                  to, or
                  replacements or novations of, that
                  document;

              


      

       

      
        	
              	(i)	
                a
                  reference to liquidation includes appointment of an administrator,
                  compromise, arrangement, merger, amalgamation, reconstruction,
                  winding up,
                  dissolution, assignment for the benefit of creditors, scheme, composition
                  or arrangement with creditors, insolvency, bankruptcy, or a similar
                  procedure or, where applicable, changes in the constitution of
                  any
                  partnership or person or death;

              


      

       

      
        	
              	(j)	
                a
                  reference to a party to any document includes that party's successors
                  and
                  permitted assigns;

              


      

       

      
        	
              	(k)	
                a
                  reference to an agreement other than this agreement includes an
                  undertaking, deed, agreement or legally enforceable arrangement
                  or
                  understanding whether or not in
                  writing;

              


      

       

      
        	
              	(l)	
                a
                  reference to an asset includes all property of any nature, including,
                  but
                  not limited to, a business, and all rights, revenues and
                  benefits;

              


      

       

      
        	
              	(m)	
                a
                  reference to a document includes any agreement in writing, or any
                  certificate, notice, instrument or other document of any
                  kind;

              


      

       

      
        	
              	(n)	
                no
                  provision of this agreement will be construed adversely to a party
                  solely
                  on the ground that the party was responsible for the preparation
                  of this
                  agreement or that provision;

              


      

       

      
        	
              	(o)	
                a
                  reference to the drawing, accepting, endorsing or other dealing
                  with or of
                  a Bill refers to a drawing, accepting, endorsing or dealing within
                  the
                  meaning of the Bills of Exchange Act
                  1909;

              


      

       

      
        	
              	(p)	
                a
                  reference to a body, other than a party to this agreement (including,
                  without limitation, an institute, association or authority), whether
                  statutory or not:

              


      

       

      
        	
              	(1)	
                which
                  ceases to exist; or

              


      

       

      
        	
              	(2)	
                whose
                  powers or functions are transferred to another
                  body,

              


      

       

      is
        a reference to the body which replaces it or which substantially succeeds
        to its
        powers or functions; and

       

      
        	
              	(q)	
                the
                  Issuer or the Note Holder will only be considered to have knowledge
                  or
                  awareness of, or notice of, a thing, or grounds to believe any
                  thing, by
                  virtue of the officers of the Issuer or the Note Holder having
                  day to day
                  responsibility for the administration of the Origination Fund or
                  the
                  Securitisation Fund (as the case may be) 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). In
                  addition, notice, knowledge or awareness of an Event of Default
                  means
                  notice, knowledge or awareness of the occurrence of the events
                  or
                  circumstances constituting an Event of Default and that those events
                  or
                  circumstances constitute an Event of
                  Default.

              


      

       

      
        
          
          

        

        
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              	1.3	
                Banking
                  Day

              


      

       

      Unless
        otherwise stipulated in this agreement, where the day on or by which any
        thing
        is to be done is not a Banking Day, that thing must be done on or by the
        succeeding Banking Day.

       

      
        	
              	1.4	
                Transaction
                  Document

              


      

       

      The
        parties agree that this agreement and any document or agreement entered into
        or
        given under it (including a Note) is a "Transaction Document" for the purposes
        of the Master Trust Deed.

       

      
        
          

        

        	2	
                The
                  Notes

              


      

       

      
        	
              	2.1	
                Application
                  for and Issue of Notes

              


      

       

      
        	
              	(a)	
                The
                  SF Manager may request that the Issuer issues a Note to the Note
                  Holder
                  by:

              


      

       

      
        	
              	(1)	
                requesting
                  a Note be issued from “SMHL Global Fund
                  2007-1”;

              


      

       

      
        	
              	(2)	
                specifying
                  the principal amount of the Note
                  required;

              


      

       

      
        	
              	(3)	
                specifying
                  the proposed date of issue of the Note;
                  and

              


      

       

      
        	
              	(4)	
                providing
                  to the Note Holder and the OF Manager a Funding Notice (and a copy
                  to the
                  Issuer) pursuant to clause 4.

              


      

       

      
        	
              	(b)	
                If
                  the SF Manager has requested that the Issuer issues a Note in accordance
                  with clause 2.1(a)
                  and the OF Manager and Note Holder agree to subscribe for the Note
                  as
                  requested by the SF Manager, the Issuer must, on the terms of this
                  agreement, issue the Note to the Note Holder in consideration for
                  the
                  principal amount provided that the OF Manager and Note Holder have
                  complied with clause 5.1.

              


      

       

      
        	
              	(c)	
                The
                  parties agree that the terms and conditions contained in this agreement,
                  the Supplementary Bond Terms Notice (to the extent applicable)
                  and the
                  Security Trust Deed (to the extent applicable) govern the issue
                  and
                  repayment of the Notes.

              


      

       

      
        	
              	2.2	
                Acknowledgment
                  of Indebtedness

              


      

       

      The
        Issuer acknowledges its indebtedness to the Note Holder in respect of each
        Note
        issued under this agreement.

       

      
        
          
          

        

        
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              	2.3	
                Obligations
                  under Notes

              


      

       

      
        	
              	(a)	
                The
                  obligations of the Issuer under the Notes are constituted by, and
                  specified in, this agreement and in the
                  Conditions.

              


      

       

      
        	
              	(b)	
                Each
                  Note is a separate debt of the
                  Issuer.

              


      

       

      
        	
              	(c)	
                The
                  entitlement of any person to a Note is determined by registration
                  as a
                  Note Holder of that Note.

              


      

       

      
        	
              	(d)	
                The
                  making of, or giving effect to, a manifest error in an inscription
                  in the
                  Register will not avoid the creation or transfer of a
                  Note.

              


      

       

      
        	
              	2.4	
                Ownership
                  of Notes

              


      

       

      
        	
              	(a)	
                A
                  Note may be transferred by the Note Holder to any person in accordance
                  with this agreement.

              


      

       

      
        	
              	(b)	
                The
                  person whose name is registered as the Note Holder of a Note in
                  the
                  Register will be, and will be treated by the Issuer as, the absolute
                  owner
                  of the Note.

              


      

       

      
        	
              	2.5	
                Register

              


      

       

      The
        Issuer must:

       

      
        	
              	(a)	
                establish
                  and maintain the Register;

              


      

       

      
        	
              	(b)	
                enter
                  in the Register in respect of each
                  Note:

              


      

       

      
        	
              	(1)	
                the
                  principal amount and principal outstanding in respect of each
                  Note;

              


      

       

      
        	
              	(2)	
                its
                  date of issue and date of redemption and cancellation;
                  and

              


      

       

      
        	
              	(3)	
                the
                  date on which any person becomes, or ceases to be, a Note
                  Holder.

              


      

       

      
        
          

        

        	3	
                Purpose

              


      

       

      
        	
              	(a)	
                Subject
                  to clause 3(b),
                  the Issuer must, and the SF Manager must cause the Issuer to, keep
                  the
                  proceeds of a Funding Portion invested in Authorised
                  Investments:

              


      

       

      
        	
              	(1)	
                which
                  are rated “AAA” or “A-1+” by S&P, “Prime-1” or “Aaa” by Moody’s and
                  “AAA” or “F1+” by Fitch Ratings, or such other rating as any Designated
                  Rating Agency may approve from time to
                  time;

              


      

       

      
        	
              	(2)	
                which
                  mature (except in the case of call deposits with a Bank) not later
                  than
                  the Banking Day before the relevant Payment Date immediately after
                  the day
                  on which they are made; and

              


      

       

      
        	
              	(3)	
                otherwise
                  in accordance with the Master Trust
                  Deed.

              


      

       

      
        	
              	(b)	
                The
                  Issuer must, and the SF Manager must cause the Issuer to, apply
                  funds
                  invested under clause 3(a):

              


      

       

      
        
          
          

        

        
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            9

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	(1)	
                to
                  the extent of any Payment Amount Shortfall and subject to clause
                  5.5(b)(3),
                  towards Collections in accordance with the Supplementary Bond Terms
                  Notice; and 

              


      

       

      
        	
              	(2)	
                otherwise
                  as required under clause 5
                  or clause 11.

              


      

       

      
        
          

        

        	4	
                Funding
                  procedures

              


      

       

      
        	
              	4.1	
                Delivery
                  of Funding Notice

              


      

       

      If
        the SF Manager determines that the Issuer requires a Note to be issued, the
        SF
        Manager must deliver to the Note Holder and the OF Manager a Funding Notice
        in
        accordance with this clause 4.

       

      
        	
              	4.2	
                Requirements
                  for a Funding Notice

              


      

       

      A
        Funding Notice:

       

      
        	
              	(a)	
                must
                  be in writing in the form of, and specifying the matters set out
                  in,
                  schedule 1; 

              


      

       

      
        	
              	(b)	
                must
                  be received by the Note Holder and the OF Manager at least 2 Banking
                  Days before the proposed Funding Date (or such shorter period as
                  the OF
                  Manager may agree in writing);

              


      

       

      
        	
              	(c)	
                must
                  be signed by an Officer of the SF Manager and an Officer of the
                  Issuer;

              


      

       

      
        	
              	(d)	
                whether
                  or not stated in the notice, constitutes a representation and warranty
                  by
                  each of the Issuer and the SF Manager that so far as it is aware
                  (without
                  the need to make enquiry) each representation and warranty set
                  out in
                  clause 7
                  and given by it is true, correct and not misleading as if made
                  at the date
                  of the Funding Notice and the Funding Date in respect of the facts
                  and
                  circumstances then subsisting, but if the representation and warranty
                  constituted by this clause 4.2(d)
                  is not correct the Funding Notice must contain a statement to that
                  effect
                  and must set out full details of any exceptions and the reasons
                  and any
                  remedial action taken or proposed. Any such statement is without
                  prejudice
                  to the rights of the Note Holder and OF
                  Manager.

              


      

       

      
        	
              	4.3	
                Copy
                  of the Funding Notice to be provided to the
                  Issuer

              


      

       

      A
        copy of each Funding Notice must be provided to the Issuer at least 1 Banking
        Day before the proposed Funding Date together with the Bond Issue Direction
        for
        the issue of the Notes.

       

      
        	
              	4.4	
                Irrevocability
                  of Funding Notice

              


      

       

      The
        Note Holder or the OF Manager may, in its absolute discretion, decide to
        decline
        to provide the requested funding specified in the Funding Notice, in which
        case
        the OF Manager must notify each of the Issuer and the SF Manager in writing.
        Following agreement by the Note Holder and the OF Manager to the issue of
        the
        relevant Note specified in the Funding Notice, the Issuer is irrevocably
        committed to, and the SF Manager is irrevocably committed to cause the Issuer
        to, issue the relevant Note and to draw Funding Portions from the Note Holder
        in
        accordance with the Funding Notice given to the OF Manager and the Note
        Holder.

       

      
        
          
          

        

        
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            10

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

         

      

      
        
          

        

        	5	
                Loan
                  Facility

              


      

       

      
        	
              	5.1	
                Provision
                  of Funding Portions

              


      

       

      If
        the SF Manager gives a Funding Notice in accordance with clause 4
        and the OF Manager and the Note Holder agree to the issue of the specified
        Note,
        then, subject to this agreement (including, without limitation, clause
10),
        the Note Holder must, and the OF Manager must cause the Note Holder to, provide
        the relevant Funding Portion under the Facility as payment for the relevant
        Note
        in Same Day Funds in Dollars not later than 12 noon (Melbourne time) on the
        specified Funding Date and in accordance with that Funding Notice.

       

      
        	
              	5.2	
                Repayment
                  of Outstanding Moneys

              


      

       

      
        	
              	(a)	
                If
                  after having regard to clause 5.5,
                  the SF Manager determines that on any Banking Day the Principal
                  Outstanding is greater than the amount agreed from time to time
                  by the SF
                  Manager and each Designated Rating Agency the Issuer must, and
                  the SF
                  Manager must cause the Issuer to, repay to the Note Holder so much
                  of the
                  Principal Outstanding so that the Principal Outstanding immediately
                  after
                  that repayment will not cause the current rating of the Class A
                  Notes and
                  the Class B Notes issued by the Issuer to be downgraded or withdrawn
                  by
                  any Designated Rating Agencies.

              


      

       

      
        	
              	(b)	
                The
                  Issuer must, and the SF Manager must cause the Issuer to, repay
                  the
                  Principal Outstanding, if any, in full on the Termination
                  Date.

              


      

       

      
        	
              	(c)	
                The
                  Issuer must, and the SF Manager must cause the Issuer to, pay or
                  repay the
                  balance of the Outstanding Moneys in full to the Note Holder on
                  the
                  Termination Date or on such other date on which the Principal Outstanding
                  is, or is required to be, repaid in
                  full.

              


      

       

      
        	
              	(d)	
                The
                  Issuer is not obliged to make a repayment under this clause 5.2
                  other than out of the funds invested or available for investment
                  under
                  clause 3.

              


      

       

      
        	
              	5.3	
                Interest

              


      

       

      
        	
              	(a)	
                On
                  each relevant Payment Date, the Issuer must, and the SF Manager
                  must cause
                  the Issuer to, pay to the Note Holder interest in relation to the
                  relevant
                  Payment Period being an amount equal to the Interest Amount. The
                  Issuer is
                  not obliged to pay interest under this clause 5.3(a)
                  other than out of the Interest
                  Amount.

              


      

       

      
        	
              	(b)	
                The
                  Issuer and the SF Manager acknowledge that the Interest Amount
                  is not
                  available to meet any payment obligation of the Issuer other than
                  its
                  obligation to pay interest under clauses 5.3(a)
                  and 5.3(c).

              


      

       

      
        	
              	(c)	
                If
                  on any relevant Payment Date, the Interest Amount in respect of
                  the
                  relevant Payment Period is not paid on the whole amount of the
                  Principal
                  Outstanding:

              


      

       

      
        
          
          

        

        
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            11

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	(1)	
                the
                  Interest Amount shall accrue interest at the Overdue Rate for the
                  next
                  Payment Period;

              


      

       

      
        	
              	(2)	
                the
                  Interest Amount and interest accrued under paragraph (1)
                  shall become payable on the next relevant Payment Date;
                  and

              


      

       

      
        	
              	(3)	
                to
                  the extent to which any unpaid Interest Amount (including any interest
                  accrued under paragraph (1))
                  remains unpaid after that next relevant Payment Date it will again
                  be
                  subject to paragraphs (1)
                  and (2)
                  for each subsequent Payment Period and relevant Payment Date until
                  it has
                  been paid.

              


      

       

      
        	
              	(d)	
                Interest
                  must be calculated in arrears on daily balances on the basis of
                  a 365 day
                  year and for the actual number of days elapsed during the relevant
                  period.

              


      

       

       

      
        	
              	5.4	
                Order
                  of Repayment

              


      

       

      
        	
              	(a)	
                In
                  making repayments under clause 5.2,
                  the Issuer must, and the SF Manager must cause the Issuer to, apply
                  the
                  amount of the repayment to repay the Principal Outstanding under
                  the Notes
                  in order of the date of issue of the Notes so that the Notes issued
                  earlier in time are repaid first.

              


      

       

      
        	
              	(b)	
                The
                  Note Holder must, and the OF Manager must cause the Note Holder
                  to, apply
                  repayments in accordance with clause 6.3(a).
                  

              


      

       

      
        	
              	(c)	
                The
                  OF Manager must advise the Issuer and the SF Manager in writing
                  of the
                  Notes which have been wholly or partly repaid, the amount of the
                  repayment
                  and the Principal Outstanding under that
                  Note.

              


      

       

      
        	
              	5.5	
                Acknowledgments

              


      

       

      
        	
              	(a)	
                The
                  Issuer acknowledges that if an amount is paid out of the Securitisation
                  Fund as a consequence of a Payment Amount Shortfall, and an amount
                  referable to that Payment Amount Shortfall is subsequently recovered
                  by or
                  otherwise paid to the Issuer, such amounts are to be available
                  for
                  repayment under clause 5.

              


      

       

      
        	
              	(b)	
                Each
                  of the parties acknowledges that:

              


      

       

      
        	
              	(1)	
                the
                  Issuer will not be able to issue the Class A Notes or the Class
                  B Notes
                  unless and until a Funding Portion has been provided and maintained
                  under
                  clause 5.1
                  such that the Principal Outstanding is not less than 0.00% of the
                  Outstanding Principal Balance of the Loans secured by the Mortgages
                  comprised in the Assets of Securitisation Fund on the issue date
                  of the
                  notes; 

              


      

       

      
        	
              	(2)	
                in
                  order to maintain the assigned rating by each Designated Rating
                  Agency
                  (which rating confirmation by each Designated Rating Agency must
                  be in
                  writing) of the Class A Notes or the Class B Notes it may be necessary
                  to
                  increase the amount of the Principal Outstanding to an amount in
                  excess of
                  0.00% of the Outstanding Principal Balance of the Loans secured
                  by
                  Mortgages comprised in the Assets of Securitisation
                  Fund;

              


      

       

      
        	
              	(3)	
                the
                  amount of the Principal Outstanding up to an amount equal to 0.00%
                  of the
                  Outstanding Principal Balance of the Loans secured by Mortgages
                  comprised
                  in the Assets of Securitisation Fund is only available in respect
                  of
                  Payment Amount Shortfalls being Recovery Shortfalls and any Principal
                  Outstanding in excess of 0.00% of the Outstanding Principal Balance
                  of the
                  Loans secured by Mortgages comprised in the Assets of Securitisation
                  Fund
                  is only available in respect of Payment Amount Shortfalls being
                  Threshold
                  Rate Shortfalls; and

              


      

       

      
        
          
          

        

        
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            12

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	(4)	
                if
                  a Threshold Rate Shortfall exists and the amount of the Funding
                  Portion is
                  not increased as contemplated by clause 5.5(b)(2),
                  the SF Manager must comply with clauses 11(c)(1) and (2) of the
                  Supplementary Bond Terms Notice.

              


      

       

      
        
          

        

        	6	
                Payments

              


      

       

      
        	
              	6.1	
                Manner
                  of payments

              


      

       

      All
        payments to the Note Holder under the Material Documents must be
        made:

       

      
        	
              	(a)	
                in
                  Same Day Funds;

              


      

       

      
        	
              	(b)	
                in
                  Dollars; and

              


      

       

      
        	
              	(c)	
                not
                  later than 11:00 am (Melbourne time) on the due
                  date,

              


      

       

      to
        the account of the Note Holder specified by the OF Manager to the Issuer
        or in
        such other manner to an account of the Note Holder as the OF Manager directs
        from time to time.

       

      
        	
              	6.2	
                Payments
                  on a Banking
                  Day

              


      

       

      If
        a payment is due on a day which is not a Banking Day, the due date for that
        payment is the next Banking Day and interest must be adjusted accordingly.
        

       

      
        	
              	6.3	
                Appropriation
                  of payments

              


      

       

      
        	
              	(a)	
                All
                  payments made by the Issuer to the Note Holder under this agreement
                  may be
                  appropriated as between principal, interest and other amounts,
                  as the OF
                  Manager in its absolute discretion determines or, failing any
                  determination, in the following
                  order:

              


      

       

      
        	
              	(1)	
                firstly,
                  towards reimbursement of all fees, costs, expenses, charges, damages
                  and
                  indemnity payments incurred or due and owing by the Transaction
                  Parties
                  under the Material Documents;

              


      

       

      
        	
              	(2)	
                secondly,
                  towards payment of interest due and payable under the Material
                  Documents;
                  and

              


      

       

      
        	
              	(3)	
                thirdly,
                  towards repayment of the Principal
                  Outstanding.

              


      

       

      
        	
              	(b)	
                Any
                  appropriation under clause 6.3(a)
                  overrides any appropriation made by the
                  Issuer.

              


      

       

      
        
          
          

        

        
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        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	6.4	
                Payments
                  in gross

              


      

       

      All
        payments which a Transaction Party is required to make under any Material
        Document must be:

       

      
        	
              	(a)	
                without
                  any set-off, counterclaim or condition;
                  and

              


      

       

      
        	
              	(b)	
                without
                  any deduction or withholding for any Tax or any other reason, unless
                  the
                  Transaction Party is required to make a deduction or withholding
                  by
                  applicable law.

              


      

       

      
        	
              	6.5	
                Taxation
                  deduction procedures

              


      

       

      If
        a Transaction Party is required to make a deduction or withholding in respect
        of
        Tax from any payment to be made to the Note Holder under any Material Document,
        then:

       

      
        	
              	(a)	
                that
                  Transaction Party has no obligation to indemnify the Note Holder
                  against
                  that tax; and

              


      

       

      
        	
              	(b)	
                that
                  Transaction Party must, and in the case of the Issuer, the SF Manager
                  must
                  cause the Issuer to, use its best endeavours to obtain official
                  receipts
                  or other documentation from the relevant Governmental Agency and
                  within 2
                  Banking Days after receipt the Issuer must, and the SF Manager
                  must cause
                  the Issuer to, deliver them to the Note
                  Holder.

              


      

       

      
        	
              	6.6	
                Amounts
                  payable on demand

              


      

       

      If
        any amount payable by a Transaction Party under any Material Document is
        not
        expressed to be payable on a specified date that amount is payable by the
        Transaction Party on demand by the Note Holder or OF Manager.

       

      
        
          

        

        	7	
                Representations
                  and warranties

              


      

       

      
        	
              	7.1	
                By
                  the Issuer

              


      

       

      The
        Issuer hereby represents and warrants to the OF Manager and Note Holder
        that:

       

      
        	
              	(a)	
                (Due
                  Incorporation):
                  it is duly incorporated and has the corporate power to own its
                  property
                  and to carry on its business as is now being
                  conducted;

              


      

       

      
        	
              	(b)	
                (Constitution):
                  the execution delivery and performance of this agreement and any
                  Note does
                  not and will not violate its
                  constitution;

              


      

       

      
        	
              	(c)	
                (Corporate
                  Power):
                  it has the power and has taken all corporate and other action required
                  to
                  enter into this agreement and each Note and to authorise the execution
                  and
                  delivery of this agreement and each Note and the performance of
                  its
                  obligations thereunder;

              


      

       

      
        	
              	(d)	
                (Filings):
                  it has filed all corporate notices and effected all registrations
                  with the
                  Australian Securities and Investments Commission or similar office
                  in the
                  jurisdiction of incorporation and in any other jurisdiction as
                  required by
                  law and all such filings and registrations are current, complete
                  and
                  accurate except:

              


      

       

      
        
          
          

        

        
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              	(1)	
                as
                  such enforceability may be limited by any applicable bankruptcy,
                  insolvency, re-organisation, moratorium or trust or other similar
                  laws
                  affecting creditors’ rights generally;
                  and

              


      

       

      
        	
              	(2)	
                that
                  this representation and warranty does not apply to the filing of
                  ASIC form
                  309 or ASIC form 350 in relation to the creation or stamping of
                  the
                  Charge;

              


      

       

      
        	
              	(e)	
                (Legally
                  Binding Obligation):
                  this agreement and each Note constitutes or will constitute a valid,
                  legally binding and enforceable obligation of it in accordance
                  with its
                  terms except as such enforceability may be limited by any applicable
                  bankruptcy, insolvency, reorganisation, moratorium or trust laws
                  or other
                  similar laws affecting creditors' rights
                  generally;

              


      

       

      
        	
              	(f)	
                (Execution,
                  Delivery and Performance):
                  the execution, delivery and performance of this agreement and each
                  Note by
                  it does not violate any existing law or regulation or any document
                  or
                  agreement to which it is a party in either case in its capacity
                  as trustee
                  of the Securitisation Fund or which is binding upon it or any of
                  its
                  assets in its capacity as trustee of the Securitisation
                  Fund;

              


      

       

      
        	
              	(g)	
                (Authorisation):
                  all consents, licences, approvals and authorisations of every Government
                  Agency required to be obtained by it in connection with the execution
                  and
                  delivery of, and performance of its obligations under, this agreement
                  and
                  any Note have been obtained and are valid and
                  subsisting;

              


      

       

      
        	
              	(h)	
                (Securitisation
                  Fund Validly Created):
                  the Securitisation Fund has been validly created and is in existence
                  at
                  the date of this agreement;

              


      

       

      
        	
              	(i)	
                (Sole
                  Trustee):
                  it has been validly appointed as trustee of the Securitisation
                  Fund and is
                  presently the sole trustee of the Securitisation
                  Fund;

              


      

       

      
        	
              	(j)	
                (Master
                  Trust Deed):
                  the Securitisation Fund is constituted pursuant to the Master Trust
                  Deed;
                  and

              


      

       

      
        	
              	(k)	
                (No
                  Proceedings to Remove):
                  no notice has been given to it and to its knowledge no resolution
                  has been
                  passed or direction or notice has been given, removing it as trustee
                  of
                  the Securitisation Fund.

              


      

       

      
        	
              	7.2	
                By
                  the SF Manager

              


      

       

      The
        SF Manager hereby represents and warrants to the OF Manager and Note Holder
        that:

       

      
        	
              	(a)	
                (Due
                  incorporation):
                  it is duly incorporated and has the corporate power to own its
                  property
                  and to carry on its business as is now being
                  conducted;

              


      

       

      
        	
              	(b)	
                (Constitution):
                  the execution, delivery and performance by it of this agreement
                  and each
                  Note does not and will not violate its
                  constitution;

              


      

       

      
        	
              	(c)	
                (Corporate
                  power):
                  the SF Manager has the power and has taken all corporate and other
                  action
                  required to enter into this agreement and each Note and to authorise
                  the
                  execution and delivery of this agreement and each Note and the
                  performance
                  of its obligations hereunder;

              


      

       

      
        
          
          

        

        
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              	(d)	
                (Filings):
                  the SF Manager has filed all corporate notices and effected all
                  registrations with the Australian Securities and Investments Commission
                  or
                  similar office in its jurisdiction of incorporation and in any
                  other
                  jurisdiction as required by law and all such filings and registrations
                  are
                  current, complete and accurate;

              


      

       

      
        	
              	(e)	
                (Legally
                  Binding Obligation):
                  this agreement and each Note constitutes or will constitute a valid,
                  legally binding and enforceable obligation of the SF Manager in
                  accordance
                  with its terms except as such enforceability may be limited by
                  any
                  applicable bankruptcy, insolvency, re-organisation, moratorium
                  or trust or
                  other similar laws affecting creditors' rights
                  generally;

              


      

       

      
        	
              	(f)	
                (Execution,
                  Delivery and Performance):
                  the execution, delivery and performance of this agreement and each
                  Note by
                  the SF Manager does not violate any existing law or regulation
                  or any
                  document or agreement to which the SF Manager is a party or which
                  is
                  binding upon it or any of its assets;
                  and

              


      

       

      
        	
              	(g)	
                (Authorisation):
                  all consents, licences, approvals and authorisations of every Government
                  Agency required to be obtained by the SF Manager in connection
                  with the
                  execution, delivery and performance of this agreement and each
                  Note have
                  been obtained and are valid and
                  subsisting.

              


      

       

      
        	
              	7.3	
                Survival
                  and repetition of representations and
                  warranties

              


      

       

      The
        representations and warranties in, or given under, this agreement including,
        but
        not limited to, clauses 7.1
        and 7.2:

       

      
        	
              	(a)	
                survive
                  the execution of each Transaction Document;
                  and

              


      

       

      
        	
              	(b)	
                are
                  regarded as repeated on each Funding Date with respect to the facts
                  and
                  circumstances then subsisting.

              


      

       

      
        	
              	7.4	
                Reliance
                  by the Note Holder
                  and OF Manager

              


      

       

      The
        Issuer and the SF Manager each acknowledge that the Note Holder and OF Manager
        have entered into each Transaction Document to which it is a party in reliance
        on the representations and warranties in, or given under, this agreement
        including, but not limited to, clauses 7.1
        and 7.2.

       

      
        
          

        

        	8	
                Undertakings

              


      

       

      
        	
              	8.1	
                Term
                  of undertakings

              


      

       

      Unless
        the OF Manager otherwise agrees in writing, until the Outstanding Moneys
        are
        fully and finally repaid the Issuer and the SF Manager must, at its own cost
        (but without prejudice to clause 10
        in the case of the Issuer), comply with the undertakings in this clause
8.

       

      
        	
              	8.2	
                Compliance
                  with Covenants

              


      

       

      The
        Issuer must and the SF Manager must ensure that the Issuer does:

       

      
        
          
          

        

        
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              	(a)	
                comply
                  with all of its covenants and obligations under the Security Trust
                  Deed
                  and Supplementary Bond Terms Notice;
                  and

              


      

       

      
        	
              	(b)	
                wherever
                  it is required to obtain consent of the Security Trustee (as defined
                  in
                  the Security Trust Deed) under the Security Trust Deed also obtain
                  the
                  prior written consent of the Note Holder and OF
                  Manager.

              


      

       

      
        	
              	8.3	
                Notify
                  Events of Default

              


      

       

      On
        and from the Termination Date, each of the SF Manager and the Issuer must
        immediately notify all the other parties to this agreement in writing if
        it
        becomes actually aware of the occurrence of any Event of Default and must
        provide full and complete details in relation thereto immediately upon becoming
        actually aware of such details.

       

      
        	
              	8.4	
                Know
                  your customer

              


      

       

      Subject
        to any confidentiality, privacy or general trust law obligations owed by
        the
        Issuer to Bondholders and any applicable confidentiality or privacy laws,
        except
        to the extent those obligations or laws are overridden by applicable anti-money
        laundering or counter-terrorism financing laws, each party hereto (Information
        Provider)
        agrees to provide any information and documents reasonably required by another
        party hereto (Information
        Receiver)
        for the Information Receiver to comply with any applicable anti-money laundering
        or counter-terrorism financing laws including, without limitation, any laws
        imposing "know your customer" or other identification checks or procedures
        on a
        party, but only to the extent that such information is in the possession
        of, or
        otherwise readily available to, the Information Provider. The Information
        Receiver may, to the extent required by law, decline to perform its affected
        obligations under the Transaction Documents to which it is a party. Any
        Information Receiver receiving information and documents pursuant to this
        clause
        8.4 agrees to utilize such information and documents solely for the purpose
        of
        complying with applicable anti-money laundering or counter-terrorism financing
        laws.

       

      
        	
              	8.5	
                Compliance
                  with Regulation AB

              


      

       

      In
        relation to compliance with Regulation AB:

       

      
        	
              	(a)	
                the
                  SF Manager and the Issuer acknowledge and agree that the purpose
                  of this
                  clause 8.5
                  is to facilitate compliance by the Issuer in relation to the
                  Securitisation Fund with the provisions of Regulation AB and related
                  rules
                  and regulations of the Commission to the extent applicable to the
                  Issuer;

              


      

       

      
        	
              	(b)	
                the
                  SF Manager shall not exercise its right to request delivery of
                  information
                  or other performance under these provisions other than as required
                  to
                  comply with the Securities Act, the Exchange Act and the rules
                  and
                  regulations of the Commission thereunder, including Regulation
                  AB, with
                  respect to the Securitisation Fund. The SF Manager shall not request
                  the
                  delivery of information or other performance under this clause
                  8.5
                  unless the SF Manager is required under the Exchange Act to file
                  an annual
                  report on Form 10-K with respect to the Securitisation Fund. The
                  SF
                  Manager and the Issuer acknowledge that interpretations of the
                  requirements of Regulation AB may change over time, whether due
                  to
                  interpretive guidance provided by the Commission or its staff,
                  consensus
                  among participants in the asset-backed securities markets, advice
                  of
                  counsel, or otherwise, and agrees to comply with requests made
                  by the SF
                  Manager in good faith for delivery of information under these provisions
                  on the basis of evolving interpretations of Regulation AB; provided
                  that,
                  to the extent the SF Manager and the Issuer do not agree with respect
                  to
                  an interpretation of Regulation AB, the SF Manager and the Issuer
                  shall
                  obtain a written opinion of counsel of U.S. national reputation
                  in the
                  practice of U.S. federal securities laws reasonably acceptable
                  to the SF
                  Manager and the Issuer, addressed to the SF Manager and the Issuer,
                  stating the opinion of such counsel with respect to the interpretation
                  of
                  the relevant provision(s) of Regulation AB; provided, further,
                  that the
                  costs and fees of such counsel incurred in the preparation of such
                  written
                  opinion shall be divided equally between the SF Manager and the
                  Issuer. In
                  relation to the Securitisation Fund, the Issuer shall cooperate
                  fully with
                  the SF Manager to deliver to the SF Manager (including any of its
                  assignees or designees), any and all statements, reports, certifications,
                  records and any other information within the control of the Issuer
                  or for
                  which the Issuer is responsible necessary in the good faith determination
                  of the SF Manager to permit the SF Manager to comply with the provisions
                  of Regulation AB, together with such disclosures relating to the
                  SF
                  Manager, the Issuer, any Subcontractor of the Issuer, the Loans,
                  the
                  servicing of the Loans or any other servicing activities within
                  the
                  meaning of Item 1122 of Regulation AB, reasonably believed by the
                  SF
                  Manager to be necessary in order to effect such
                  compliance;

              


      

       

      
        
          
          

        

        
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              	(c)	
                the
                  SF Manager (including any of its assignees or designees) shall
                  cooperate
                  with the Issuer by providing timely notice of requests for information
                  under these provisions following the SF Manager becoming aware
                  that it is
                  required under the Exchange Act to file an annual report on Form
                  10-K in
                  any year and by reasonably limiting such requests to information
                  required,
                  in the SF Manager’s reasonable judgment, to comply with Regulation
                  AB;

              


      

       

      
        	
              	(d)	
                the
                  Issuer acknowledges and agrees that, to the extent the SF Manager
                  reasonably determines, upon consultation with, and to the extent
                  agreed
                  with, the Issuer, that the Issuer is “participating in the servicing
                  function” in relation to the Securitisation Fund within the meaning of
                  Item 1122 of Regulation AB, the Issuer will comply with the applicable
                  requirements contained in clause 8.5(e)
                  - (i);
                  provided that, to the extent the SF Manager and the Issuer do not
                  agree
                  whether the Issuer is “participating in the servicing function” with
                  respect to one or more Servicing Criteria within the meaning of
                  Item 1122
                  in relation to the Securitisation Fund, the SF Manager and the
                  Issuer
                  shall obtain a written opinion of counsel of U.S. national reputation
                  in
                  the practice of U.S. federal securities laws reasonably acceptable
                  to the
                  SF Manager and the Issuer, addressed to the SF Manager and the
                  Issuer,
                  stating whether, in the opinion of such counsel, the Issuer is
                  “participating in the servicing function” with respect to such Servicing
                  Criteria within the meaning of Item 1122 in relation to the Securitisation
                  Fund; provided, further, that the costs and fees of such counsel
                  incurred
                  in the preparation of such written opinion shall be divided equally
                  between the SF Manager and the
                  Issuer;

              


      

       

      
        
          
          

        

        
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              	(e)	
                on
                  or before September 1 of each calendar year, commencing in
                  2007 the
                  Issuer shall upon the reasonable request of the
                  Manager:

              


      

       

      
        	
              	(1)	
                deliver
                  to the SF Manager a report (in form and substance reasonably satisfactory
                  to the SF Manager) regarding the Issuer’s assessment of compliance with
                  the Servicing Criteria during the immediately preceding financial
                  year
                  ended June 30, as required under Rules 13a-18 and 15d-18 of the
                  Exchange
                  Act and Item 1122 of Regulation AB. Such report shall be addressed
                  to the
                  SF Manager and signed by an authorized officer of the Issuer, and
                  shall
                  address each of the Servicing Criteria specified on a certification
                  substantially in the form of Schedule 3 hereto and addressing,
                  at a
                  minimum, the criteria identified in Schedule 4 hereto as “Applicable
                  Servicing Criteria”, but only with respect to such of the Servicing
                  Criteria that the Issuer performs;

              


      

       

      
        	
              	(2)	
                deliver
                  to the SF Manager a report of a registered public accounting firm
                  reasonably acceptable to the SF Manager that attests to, and reports
                  on,
                  the assessment of compliance made by the Issuer and delivered pursuant
                  to
                  the preceding paragraph. Such attestation shall be in accordance
                  with
                  Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
                  Act
                  and the Exchange Act;

              


      

       

      
        	
              	(3)	
                cause
                  each Subcontractor of the Issuer (if any) determined by the Issuer
                  pursuant to clause 8.5
                  to be "participating in the servicing function" within the meaning
                  of Item
                  1122 of Regulation AB, to deliver to the SF Manager an assessment
                  of
                  compliance and accountants’ attestation as and when provided in clause
                  8.5(e)(1)
                  and 8.5(e)(2),
                  but only with respect to such of the Servicing Criteria that such
                  Subcontractor of the Issuer
                  performs;

              


      

       

      An
        assessment of compliance provided by a Subcontractor of the Issuer pursuant
        to
        clause 8.5(e)(3)
        need not address any elements of the Servicing Criteria other than those
        specified by the Issuer pursuant to clause 8.5(f),
        and need only address such of the Servicing Criteria that such Subcontractor
        performs;

       

      
        	
              	(f)	
                in
                  relation to the use of
                  Subcontractors:

              


      

       

      
        	
              	(1)	
                the
                  Issuer shall promptly upon the reasonable request of the SF Manager
                  provide to the SF Manager (or any designee of the SF Manager) a
                  written
                  description (in form and substance satisfactory to the SF Manager)
                  of the
                  role and function of each Subcontractor utilized by the Issuer,
                  specifying: 

              


      

       

      
        	
              	(A)	
                the
                  identity of each such Subcontractor;


              


      

       

      
        	
              	(B)	
                which
                  (if any) of such Subcontractors are "participating in the servicing
                  function" within the meaning of Item 1122 of Regulation AB;
                  and 

              


      

       

      
        	
              	(C)	
                which
                  elements of the Servicing Criteria will be addressed in assessments
                  of
                  compliance provided by each Subcontractor identified pursuant to
                  clause
                  8.5(f)(1)(B);

              


      

       

      
        	
              	(2)	
                as
                  a condition to the utilization of any Subcontractor determined
                  to be
                  "participating in the servicing function" within the meaning of
                  Item 1122
                  of Regulation AB, (i) the Issuer shall cause any such Subcontractor
                  used
                  by the Issuer for the benefit of the SF Manager to comply with
                  the
                  provisions of clauses 8.5(e)
                  - (i),
                  8.6
                  and 8.7
                  of this agreement to the same extent as if such Subcontractor were
                  the
                  Issuer (provided that in the case of a Subcontractor of the Issuer,
                  the
                  obligations of such Subcontractor under clause 8.5(g)
                  will be owed directly to the SF Manager and the Issuer will do
                  all things
                  reasonably necessary to cause the Subcontractor to owe such obligations
                  directly to the SF Manager) and (ii) the Issuer shall obtain the
                  written
                  consent of the SF Manager (which is not to be unreasonably withheld
                  or
                  delayed) to the utilization of such Subcontractor. The Issuer shall
                  be
                  responsible for obtaining from each Subcontractor and delivering
                  to the SF
                  Manager any assessment of compliance and accountants’ attestation required
                  to be delivered by such Subcontractor under clause 8.5(e)
                  - (i),
                  in each case as and when required to be
                  delivered;

              


      

       

      
        
          
          

        

        
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              	(g)	
                the
                  Issuer shall indemnify the SF Manager and shall hold the SF Manager
                  harmless from and against any losses, damages, penalties, fines,
                  forfeitures, legal fees and expenses and related costs, judgments,
                  and any
                  other costs, fees and expenses that it sustains directly as a result
                  of:

              


      

       

      
        	
              	(1)	
                any
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in any information, report, certification, accountants’ letter or other
                  material provided in written or electronic form under this clause
                  8.5
                  by or on behalf of the Issuer, or provided under this clause 8.5
                  by or on behalf of any Subcontractor of the Issuer (collectively,
                  the
                  "Issuer Information");
                  provided that in the case of any untrue statement of a material
                  fact
                  contained or alleged to be contained in the accountant's letter,
                  the
                  Issuer will indemnify and hold harmless the SF Manager only to
                  the extent
                  of the sum that the Issuer recovers from the accounting firm providing
                  such accountant's letter (which recovery the Issuer must if the
                  Issuer in
                  good faith determines the Issuer is entitled to do so after taking
                  professional advice pursue including by taking action in any relevant
                  court of competent jurisdiction); provided, further, that the Issuer
                  will
                  not indemnify and hold harmless the SF Manager to the extent that
                  the
                  untrue statement of a material fact contained or alleged to be
                  contained
                  in the Issuer Information relates to information provided to the
                  Issuer by
                  the SF Manager or any other party to enable the Issuer to complete
                  its
                  duties under the Transaction Documents; or


              


      

       

      
        	
              	(2)	
                the
                  omission or alleged omission to state in the Issuer Information
                  a material
                  fact required to be stated in the Issuer Information or necessary
                  in order
                  to make the statements therein, in the light of the circumstances
                  under
                  which they were made, not misleading; provided, by way of clarification,
                  that this clause 8.5(g)(2)
                  shall be construed solely by reference to the Issuer Information
                  and not
                  to any other information communicated in connection with a sale
                  or
                  purchase of securities, without regard to whether the Issuer Information
                  or any portion thereof is presented together with or separately
                  from such
                  other information; provided, further, that in the case of the omission
                  or
                  alleged omission to state in an accountant's letter a material
                  fact
                  required to be stated in the accountant's letter or necessary in
                  order to
                  make the statements therein, in the light of the circumstances
                  under which
                  they were made, not misleading, the Issuer will indemnify and hold
                  harmless the SF Manager only to the extent of the sum that the
                  Issuer
                  recovers from the accounting firm providing such accountant's letter
                  (which recovery the Issuer must if the Issuer in good faith determines
                  the
                  Issuer is entitled to do so after taking professional advice pursue
                  including by taking action in any relevant court of competent
                  jurisdiction); provided, further, that the Issuer will not indemnify
                  and
                  hold harmless the SF Manager to the extent that the omission or
                  alleged
                  omission to state in the Issuer Information a material fact required
                  to be
                  stated in the Issuer Information or necessary in order to make
                  the
                  statements therein, in the light of the circumstances under which
                  they
                  were made, not misleading, relates to information provided to the
                  Issuer
                  by the SF Manager or any other party to enable the Issuer to complete
                  its
                  duties under the Transaction Documents;
                  or

              


      

       

      
        
          
          

        

        
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              	(3)	
                any
                  failure by the Issuer or any Subcontractor of the Issuer to deliver
                  any
                  information, report, certification, accountants’ letter or other material
                  when and as required under this clause 8.5,
                  including any failure by the Issuer to disclose any non-compliance
                  with
                  any of the Servicing Criteria in a certification or to identify
                  pursuant
                  to clause 8.5(f)
                  any Subcontractor "participating in the servicing function" within
                  the
                  meaning of Item 1122 of Regulation AB. In the case of any failure
                  of
                  performance described in clause 8.5(g)(3),
                  the Issuer shall promptly reimburse the SF Manager, for all costs
                  reasonably incurred by the SF Manager in order to obtain the information,
                  report, certification, accountants’ letter or other material not delivered
                  as required by the Issuer or any Subcontractor of the
                  Issuer;

              


      

       

      
        	
              	(h)	
                any
                  failure by the Issuer or any Subcontractor of the Issuer
                  to:

              


      

       

      
        	
              	(1)	
                deliver
                  any information, report, certification, accountants’ letter or other
                  material when and as required under this clause 8.5,
                  shall, except as provided in clause 8.5(h)(2),
                  immediately and automatically, without notice or grace period,
                  entitle the
                  SF Manager, in its sole discretion:


              


      

       

      
        	
              	(A)	
                to
                  remove the Issuer or direct the Issuer to remove the Subcontractor
                  of the
                  Issuer from the performance of any activities which the SF Manager
                  reasonably determines to constitute “participating in the servicing
                  function” in relation to the Securitisation Fund within the meaning of
                  Item 1122 of Regulation AB; and 

              


      

       

      
        	
              	(B)	
                to
                  replace such party with respect to such activities, each at the
                  expense of
                  the Issuer, without payment (notwithstanding anything in the Transaction
                  Documents to the contrary) of any compensation to the Issuer; provided
                  that to the extent that any provision of the Transaction Documents
                  expressly provides for the survival of certain rights or obligations
                  following termination of the Issuer, such provision shall be given
                  effect;

              


      

       

      
        
          
          

        

        
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              	(2)	
                deliver
                  any information, report, certification or accountants’ letter when and as
                  required under clause 8.5(e)
                  - (i)
                  or (except as provided below) any failure by the Issuer to identify
                  pursuant to clause 8.5(f)
                  any Subcontractor of the Issuer "participating in the servicing
                  function"
                  within the meaning of Item 1122 of Regulation AB, which continues
                  unremedied for ten calendar days after the date on which such information,
                  report, certification or accountants’ letter was required to be delivered,
                  shall entitle the SF Manager, in its sole discretion: 

              


      

       

      
        	
              	(A)	
                to
                  remove the Issuer or direct the Issuer to remove the Subcontractor
                  of the
                  Issuer from the performance of any activities which the SF Manager
                  reasonably determines to constitute “participating in the servicing
                  function” in relation to the Securitisation Fund within the meaning of
                  Item 1122 of Regulation AB; and 

              


      

       

      
        	
              	(B)	
                to
                  replace such party with respect to such activities, in the case
                  of the
                  Issuer or any Subcontractor of the Issuer, at the expense of the
                  Issuer,
                  without payment (notwithstanding anything in the Transaction Documents
                  to
                  the contrary) of any compensation to the Issuer;
                  

              


      

       

      provided
        that to the extent that any provision of the Transaction Documents expressly
        provides for the survival of certain rights or obligations following termination
        of the Issuer, such provision shall be given effect; and

       

      
        	
              	(i)	
                the
                  Issuer shall promptly reimburse the SF Manager (or any designee
                  of the SF
                  Manager), for all reasonable expenses incurred by the SF Manager
                  (or such
                  designee), as such are incurred, in connection with the termination
                  of the
                  Issuer and the transfer of servicing activities within the meaning
                  of Item
                  1122 of Regulation AB to a successor. The provisions of this clause
                  8.5(i)
                  shall not limit whatever rights the SF Manager may have under other
                  provisions of the Transaction Documents or otherwise, whether in
                  equity or
                  at law, such as an action for damages, specific performance or
                  injunctive
                  relief.

              


      

       

      
        	
              	8.6	
                Direction
                  of claims by the SF
                  Manager

              


      

       

      
        	
              	(a)	
                If
                  the Issuer is entitled to recover from the accounting firm providing
                  the
                  accountant's letter referred to in clause 8.5(g)
                  by any action, proceeding, claim or demand (for the purpose of
                  this clause
                  8.6,
                  a Claim),
                  the Issuer must if the Issuer in good faith determines that it
                  is entitled
                  to do so after taking professional advice pursue such Claim and
                  must
                  promptly notify the SF Manager in writing of such
                  Claim.

              


      

       

      
        	
              	(b)	
                Upon
                  notice to the SF Manager of any such Claim under clause 8.6(a),
                  the SF Manager will have the option to assume the direction of
                  that Claim
                  (including the employment of legal advisers selected by the Issuer
                  but
                  approved by the SF Manager subject to the payment by the Issuer
                  of all
                  fees and expenses).

              


      

       

      
        
          
          

        

        
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              	(c)	
                If
                  the Issuer receives notice from the SF Manager of its election
                  to direct
                  the Claim and the SF Manager approves the legal advisers selected
                  by the
                  Issuer for the purposes of that Claim, the Issuer will not be liable
                  to
                  the SF Manager under this clause 8.6
                  for any fees or expenses subsequently incurred by the SF Manager
                  in
                  connection with the Claim unless the Issuer does not employ legal
                  advisers
                  approved by or on behalf of the SF Manager to represent the SF
                  Manager
                  within a reasonable time after notice of the
                  Claim.

              


      

       

      
        	
              	8.7	
                Direction
                  of defence of claims

              


      

       

      
        	
              	(a)	
                If
                  any action, proceeding, claim or demand brought against the SF
                  Manager in
                  connection with (i) any untrue statement of a material fact contained
                  or
                  alleged to be contained in the Issuer Information referred to in
                  clause
                  8.5(g)
                  or (ii) the omission or alleged omission to state in the Issuer
                  Information a material fact required to be stated in the Issuer
                  Information or necessary in order to make the statements therein,
                  in the
                  light of the circumstances under which they were made, not misleading
                  (for
                  the purpose of this clause 8.7,
                  a Claim),
                  the Issuer will have the option to assume the direction of that
                  Claim
                  (including the employment of legal advisers selected by the Issuer
                  but
                  approved by the SF Manager subject to the payment by the Issuer
                  of all
                  fees and expenses).

              


      

       

      
        	
              	(b)	
                If
                  the Issuer notifies the SF Manager in writing of its election to
                  direct
                  the defence of a Claim brought against the Issuer and the SF Manager
                  approves the legal advisers selected by the Issuer for the purposes
                  of the
                  defence of that Claim, the Issuer will not be liable to the SF
                  Manager
                  under this clause 8.7
                  for any fees or expenses subsequently incurred by the SF Manager
                  in
                  connection with the Claim against the Issuer unless the Issuer
                  does not
                  employ legal advisers approved by or on behalf of the SF Manager
                  to
                  represent the Issuer within a reasonable time after notice of the
                  Claim.

              


      

       

      
        	
              	(c)	
                If
                  any Claim brought against the Issuer is settled with respect to
                  the Issuer
                  with the consent of the SF Manager or if there is a final judgement
                  against the Issuer in relation to it, the Issuer agrees to indemnify
                  and
                  hold harmless the SF Manager from and against any loss or liability
                  by
                  reason of such settlement or judgement (other than any fees and
                  expenses
                  incurred in circumstances where the Issuer is not liable for them
                  under
                  clause 8.7(b),
                  or any fees and expenses incurred in connection with any Claim
                  brought
                  against the Issuer that is settled with respect to the Issuer or
                  compromised by the Issuer without the consent of the SF Manager
                  (unless
                  the SF Manager has unreasonably withheld its
                  consent)).

              


      

       

      
        
          

        

        	9	
                Events
                  of Default

              


      

       

      
        	
              	9.1	
                Operation
                  of clause 9

              


      

       

      Clauses
        9.2
        to 9.4
        only have effect on and from the Termination Date.

       

      
        
          
          

        

        
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              	9.2	
                Effect
                  of Event of Default

              


      

       

      
        	
              	(a)	
                Upon
                  or at any time after the occurrence of an Event of Default the
                  Note Holder
                  or the OF Manager may by notice to the Issuer and the SF Manager
                  declare
                  that the Outstanding Moneys are immediately due and
                  payable.

              


      

       

      
        	
              	(b)	
                The
                  Issuer must and the SF Manager must cause the Issuer to upon receipt
                  of a
                  notice under clause 9.2(a)
                  immediately repay in full the Outstanding Moneys to the Note
                  Holder.

              


      

       

      
        	
              	9.3	
                Issuer
                  to continue to perform

              


      

       

      
        	
              	(a)	
                If
                  the Note Holder or OF Manager makes any declaration under clause
                  9.2:

              


      

       

      
        	
              	(1)	
                the
                  declaration does not affect or diminish the duties and obligations
                  of the
                  Issuer or the SF Manager under the Transaction Documents;
                  and

              


      

       

      
        	
              	(2)	
                each
                  of the Issuer and the SF Manager must continue to perform its obligations
                  under the Transaction Documents as if the declaration had not been
                  made,
                  subject to any directions that may be given by the Note Holder
                  or the OF
                  Manager from time to time under any Transaction
                  Document.

              


      

       

      
        	
              	(b)	
                Clause
                  9.3(a)
                  does not affect the obligations of the Issuer or the SF Manager
                  under
                  clause 9.2.

              


      

       

      
        	
              	9.4	
                Enforcement

              


      

       

      
        	
              	(a)	
                The
                  Material Documents may be enforced without notice to or consent
                  by the
                  Issuer or SF Manager or any other person even if the Note Holder
                  accepts
                  any part of the Outstanding Moneys after an Event of Default or
                  there has
                  been any other Event of Default.

              


      

       

      
        	
              	(b)	
                Neither
                  the Note Holder nor the OF Manager is liable to any Transaction
                  Party for
                  any loss or damage a Transaction Party may suffer, incur or be
                  liable for
                  arising out of or in connection with the Note Holder or OF Manager
                  exercising any Power under any Material
                  Document.

              


      

       

      
        
          

        

        	10	
                Trustee
                  Limitation of Liability
                  Protection

              


      

       

      
        	
              	10.1	
                Limitation
                  of Liability - Issuer

              


      

       

      
        	
              	(a)	
                Clause
                  26 of the Master Trust Deed applies to the obligations and liabilities
                  of
                  the Issuer and SF Manager under this
                  agreement.

              


      

       

      
        	
              	(b)	
                The
                  Issuer enters into this agreement in its capacity as trustee of
                  the
                  Securitisation Fund and in no other capacity (except where the
                  Transaction
                  Documents provide otherwise). Subject to clause 10.1(d)
                  below, a liability of the Issuer arising under or in connection
                  with this
                  agreement or the Securitisation Fund is limited to and can be enforced
                  against the Issuer only to the extent to which it can be satisfied
                  out of
                  the assets and property of the Securitisation Fund which are available
                  to
                  satisfy the right of the Issuer to be exonerated or indemnified
                  for the
                  liability. This limitation of the Issuer’s liability applies despite any
                  other provision of this agreement 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 or the Securitisation
                  Fund.

              


      

       

      
        
          
          

        

        
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              	(c)	
                Subject
                  to clause 10.1(d),
                  no person (including any Relevant Party) may take action against
                  the
                  Issuer in any capacity other than as trustee of the Securitisation
                  Fund or
                  seek the appointment of a receiver (except under the Security Trust
                  Deed),
                  or a liquidator, an administrator or any similar person to the
                  Issuer or
                  prove in any liquidation, administration or arrangement of or affecting
                  the Issuer (except in relation to the assets of the Securitisation
                  Fund).

              


      

       

      
        	
              	(d)	
                The
                  provisions of this clause 10.1
                  shall not apply to any obligation or liability of the Issuer to
                  the extent
                  that it is not satisfied because under a Transaction Document or
                  by
                  operation of law there is a reduction in the extent of the Issuer’s
                  indemnification or exoneration out of the assets of the Securitisation
                  Fund, as a result of the Issuer’s fraud, negligence or wilful
                  default.

              


      

       

      
        	
              	(e)	
                It
                  is acknowledged that the Relevant Parties are responsible under
                  this
                  agreement or the other Transaction Documents for performing a variety
                  of
                  obligations relating to the Securitisation Fund. No act or omission
                  of the
                  Issuer (including any related failure to satisfy its obligations
                  under
                  this agreement) will be considered fraud, negligence or wilful
                  default of
                  the Issuer for the purposes of clause 10.1(d)
                  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 who has been
                  delegated or appointed by the Issuer in accordance with the Transaction
                  Documents to fulfil its obligations relating to the Securitisation
                  Fund or
                  by any other act or omission of a Relevant Party or any other
                  person.

              


      

       

      
        	
              	(f)	
                No
                  attorney, agent, receiver or receiver and manager appointed in
                  accordance
                  with this agreement or any other Transaction Document 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
                  fraud, negligence or wilful default of the Issuer for the purposes
                  of
                  clause 10.1(d).

              


      

       

      
        	
              	(g)	
                In
                  this clause 10.1,
                  Relevant
                  Parties means
                  any party to a Transaction Document other than the
                  Issuer.

              


      

       

      
        	
              	(h)	
                The
                  Issuer is not obliged to do or refrain from doing anything under
                  this
                  agreement (including incur any liability) unless the Issuer’s liability is
                  limited in the same manner as set out in clauses 10.1(b)
                  to 10.1(f).
                  

              


      

       

      
        	
              	10.2	
                Limitation
                  of Liability - Note Holder

              


      

       

      
        	
              	(a)	
                Clause
                  26 of the Master Trust Deed applies to the obligations and liabilities
                  of
                  the Note Holder and OF Manager under this
                  agreement.

              


      

       

      
        	
              	(b)	
                The
                  Note Holder enters into this agreement only in its capacity as
                  trustee of
                  the Origination Fund and no other capacity. A liability of the
                  Note Holder
                  arising under or in connection with this agreement is limited to
                  and can
                  be enforced against the Note Holder only to the extent to which
                  it can be
                  satisfied out of property of the Origination Fund out of which
                  the Note
                  Holder is actually indemnified for the liability. This limitation
                  of the
                  Note Holder’s liability applies despite any other provision of this
                  agreement and extends to all liabilities and obligations of the
                  Note
                  Holder in any way connected with any representation, warranty,
                  conduct,
                  omission, agreement or transaction related to this
                  agreement.

              


      

       

      
        
          
          

        

        
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              	(c)	
                The
                  parties other than the Note Holder may not take action against
                  the Note
                  Holder in any capacity other than as trustee of the Origination
                  Fund or
                  seek the appointment of a receiver (except in relation to property
                  of the
                  Origination Fund), a liquidator, an administrator or any similar
                  person to
                  the Note Holder or prove in any liquidation, administration or
                  arrangement
                  of or affecting the Note Holder (except in relation to property
                  of the
                  Origination Fund).

              


      

       

      
        	
              	(d)	
                The
                  provisions of this clause 10.2
                  shall not apply to any obligation or liability of the Note Holder
                  to the
                  extent that it is not satisfied because under the Master Trust
                  Deed
                  establishing the Origination Fund or by operation of law there
                  is a
                  reduction in the extent of the Note Holder’s indemnification out of the
                  assets of the Origination Fund, as a result of the Note Holder’s fraud,
                  negligence or wilful default.

              


      

       

      
        	
              	(e)	
                It
                  is acknowledged that the OF Manager is responsible under the Master
                  Trust
                  Deed establishing the Origination Fund for performing a variety
                  of
                  obligations relating to the Origination Fund, including under this
                  agreement. No act or omission of the Note Holder (including any
                  related
                  failure to satisfy its obligations or breach of representation
                  or warranty
                  under this agreement) will be considered fraud, negligence or wilful
                  default of the Note Holder for the purposes of clause 10.2(d)
                  to the extent to which the act or omission was caused or contributed
                  to by
                  any failure by the OF Manager or any other person to fulfil its
                  obligations relating to the Origination Fund or by any other act
                  or
                  omission of the OF Manager or any other
                  person.

              


      

       

      
        	
              	(f)	
                No
                  attorney, agent, receiver or receiver and manager appointed in
                  accordance
                  with this agreement has authority to act on behalf of the Note
                  Holder in a
                  way which exposes the Note Holder to any personal liability and
                  no act or
                  omission of any such person will be considered fraud, negligence
                  or wilful
                  default of the Note Holder for the purposes of clause 10.2(d).

              


      

       

      
        	
              	(g)	
                The
                  Note Holder is not obliged to do or refrain from doing anything
                  under this
                  agreement (including incur any liability) unless the Note Holder’s
                  liability is limited in the same manner as set out in clauses 10.2(a)
                  to 10.2(f).

              


      

       

       

      
        	
              	10.3	
                Wilful
                  Default of the Issuer
                  and the Note Holder

              


      

       

      For
        the purposes of this agreement, the expression "wilful default":

       

      
        	
              	(a)	
                in
                  relation to the Issuer and the Note Holder, means a wilful default
                  of this
                  agreement by the Issuer or the Note Holder, as the case may
                  be:

              


      

       

      
        	
              	(1)	
                other
                  than a default which:

              


      

       

      
        
          
          

        

        
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              	(A)	
                arises
                  out of a breach of a Transaction Document by a person other than
                  the
                  Issuer, Note Holder or any person referred to in clause 10.3(b)
                  in relation to the Issuer or the Note Holder;


              


      

       

      
        	
              	(B)	
                arises
                  because some other act or omission is a precondition to the relevant
                  act
                  or omission of the Issuer or the Note Holder, and that other act
                  or
                  omission does not occur;

              


      

       

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

              


      

       

      
        	
              	(D)	
                is
                  in accordance with an instruction or direction given to it by any
                  person
                  in circumstances where that person is authorised to do so by any
                  Transaction Document; and

              


      

       

      
        	
              	(2)	
                in
                  circumstances where had it not committed that default it would
                  have been
                  entitled to recoupment, reimbursement or a right of indemnity for
                  its
                  costs and expenses (if any) in complying with this agreement from
                  the
                  Fund.

              


      

       

      
        	
              	(b)	
                A
                  reference to the "fraud", "negligence" or "wilful default" of the
                  Issuer
                  or the Note Holder means the fraud, negligence or wilful default
                  of the
                  Issuer or the Note Holder, as the case may be, and of the officers
                  or
                  employees, but not of the agents or delegates of the Issuer or
                  Note
                  Holder, unless the Issuer or the Note Holder is liable for the
                  acts or
                  omissions of such other person under the terms of this
                  agreement.

              


      

       

      
        
          

        

        	11	
                Indemnities

              


      

       

      
        	
              	11.1	
                General
                  indemnity

              


      

       

      
        	
              	(a)	
                Subject
                  to clause 10.1
                  the Issuer, to the extent it is permitted or contemplated under
                  the terms
                  of the Master Trust Deed, indemnifies on a full indemnity basis
                  (including
                  legal costs and expenses charged at the usual commercial rates
                  of the
                  relevant legal services provider) and out of the property of the
                  Securitisation Fund the Note Holder and OF Manager against any
                  claim,
                  action, damage, loss, liability, cost, charge, expense, outgoing
                  or
                  payment which the Note Holder or OF Manager, as the case may be,
                  or an
                  Attorney of the Note Holder or OF Manager pays, suffers, incurs
                  or is
                  liable for, in respect of any of the
                  following:

              


      

       

      
        	
              	(1)	
                a
                  Funding Portion required by a Funding Notice, not being made for
                  any
                  reason, but excluding any default by the Note Holder or OF Manager,
                  as the
                  case may be;

              


      

       

      
        	
              	(2)	
                any
                  repayment or prepayment of all or part of a Funding Portion being
                  made on
                  a date other than the relevant Payment
                  Date.

              


      

       

      
        	
              	(b)	
                Without
                  limitation to the indemnity contained in clause 11.1(a),
                  that indemnity includes the amount determined by the Note Holder
                  or
                  OF Manager, as the case may be, as being incurred by reason of the
                  liquidation or re-employment of deposits or other funds acquired
                  or
                  contracted for by the Note Holder or OF Manager, as the case may
                  be to
                  fund or maintain the Principal Outstanding or the relevant Funding
                  Portion
                  and includes, but is not limited to, loss of
                  margin.

              


      

       

      
        
          
          

        

        
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              	11.2	
                Continuing
                  indemnities and evidence of
                  loss

              


      

       

      
        	
              	(a)	
                Each
                  indemnity of the Issuer contained in this agreement is a continuing
                  obligation of the Issuer, despite:

              


      

       

      
        	
              	(1)	
                any
                  settlement of account; or

              


      

       

      
        	
              	(2)	
                the
                  occurrence of any other thing,

              


      

       

      and
        remains in full force and effect until: 

       

      
        	
              	(3)	
                all
                  moneys owing, contingently or otherwise, under any of the Material
                  Documents have been paid in full;
                  and

              


      

       

      
        	
              	(4)	
                the
                  Outstanding Moneys are fully and finally
                  repaid.

              


      

       

      
        	
              	(b)	
                Each
                  indemnity of the Issuer contained in this agreement is an additional,
                  separate and independent obligation of the Issuer and no one indemnity
                  limits the generality of any other
                  indemnity.

              


      

       

      
        	
              	(c)	
                Each
                  indemnity of the Issuer contained in this agreement survives the
                  termination of any Transaction Document.


              


      

       

      
        	
              	(d)	
                A
                  certificate under the hand of an Officer of the OF Manager detailing
                  the
                  amount of any damage, loss, liability, cost, charge, expense, outgoing
                  or
                  payment covered by any indemnity in this agreement is sufficient
                  evidence
                  unless the contrary is proved.

              


      

       

      
        	
              	11.3	
                Funds
                  available for indemnity

              


      

       

      The
        obligations of the Issuer under this clause 11
        shall be payable solely to the extent of funds invested or available for
        investment under clause 3.

       

      
        	
              	11.4	
                Negligence,
                  wilful default or breach of
                  law

              


      

       

      The
        indemnities in this clause 11
        do not extend to any liability, loss, cost, charge or expense that is finally
        and judicially determined to result from any negligence, wilful default or
        breach of law by the other parties to this agreement.

       

      
        	
              	11.5	
                Notification
                  from Note Holder or OF
                  Manager

              


      

       

      If
        the Note Holder or the OF Manager receives written notice of any act, matter
        or
        thing which may give rise to a liability, loss, cost, charge or expense in
        relation to which the Issuer would be required to indemnify it under this
        clause
11,
        the Note Holder or the OF Manager (as the case may be) will notify the Issuer
        of
        that act, matter or thing giving such details as it is practicable to give
        as
        soon as it is reasonably practicable and in any event within 5 Banking Days
        of
        it coming to its attention, provided that failure to do so will not result
        in
        any loss or reduction in the indemnity contained in this clause 11
        unless the Issuer has been prejudiced in any material respect by such
        failure.

       

      
        
          
          

        

        
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        	12	
                Tax,
                  costs and expenses

              


      

       

      
        	
              	12.1	
                Tax

              


      

       

      
        	
              	(a)	
                The
                  Issuer must and the SF Manager must cause the Issuer to pay any
                  Tax, other
                  than an Excluded Tax in respect of the Securitisation Fund or a
                  Tax
                  referred to in clause 12.3,
                  in respect of the execution, delivery, performance, release, discharge,
                  amendment, enforcement or attempted enforcement or otherwise in
                  respect of
                  any of the following:

              


      

       

      
        	
              	(1)	
                any
                  Material Document;

              


      

       

      
        	
              	(2)	
                any
                  agreement or document entered into or signed under any Material
                  Document;
                  and

              


      

       

      
        	
              	(3)	
                any
                  transaction contemplated under any Material Document or any agreement
                  or
                  document described in clause 12.1(a)(2).

              


      

       

      
        	
              	(b)	
                The
                  Issuer must and the SF Manager must cause the Issuer to pay any
                  fine,
                  penalty or other cost in respect of a failure to pay any Tax described
                  in
                  clause 12.1(a)
                  except to the extent that the fine, penalty or other cost is caused
                  by the
                  Note Holder's failure to lodge money received from the Issuer before
                  the
                  due date for lodgement.

              


      

       

      
        	
              	(c)	
                The
                  Issuer indemnifies out of the property of the Securitisation Fund
                  the Note
                  Holder against any amount payable under clause 12.1(a)
                  or 12.1(b)
                  or both.

              


      

       

      
        	
              	12.2	
                Costs
                  and expenses

              


      

       

      The
        Issuer must, and the SF Manager must cause the Issuer to, pay all costs and
        expenses of the Note Holder and the OF Manager and any employee, Officer,
        agent
        or contractor of the Note Holder and the OF Manager in relation to:

       

      
        	
              	(a)	
                the
                  negotiation, preparation, execution, delivery, stamping, registration,
                  completion, variation and discharge of any Material Document or
                  any
                  agreement or document described in clause 12.1(a);

              


      

       

      
        	
              	(b)	
                the
                  enforcement, protection or waiver, or attempted enforcement or
                  protection,
                  of any rights under any Material Document or any agreement or document
                  described in clause 12.1(a);

              


      

       

      
        	
              	(c)	
                the
                  consent or approval of the Note Holder or OF Manager given under
                  any
                  Material Document or any agreement or document described in
                  clause 12.1(a);
                  and

              


      

       

      
        	
              	(d)	
                any
                  enquiry by any Governmental Agency involving a Transaction
                  Party,

              


      

       

      including,
        but not limited to, any administration costs of the Note Holder or the OF
        Manager, as the case may be, in connection with the matters referred to in
        clause 12.2(b)
        and 12.2(d)
        and any legal costs and expenses (charged at the usual commercial rates of
        the
        relevant legal services provider) and any professional consultant's fees
        for any
        of the above on a full indemnity basis.

       

      
        
          
          

        

        
          page
            29

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	12.3	
                Goods
                  and services tax

              


      

       

      
        	
              	(a)	
                Subject
                  to clause 12.3(b),
                  all amounts referred to in this agreement which are relevant in
                  determining a payment to be made by one party to another are exclusive
                  of
                  GST unless specifically indicated
                  otherwise.

              


      

       

      
        	
              	(b)	
                If
                  a party to this agreement is entitled to be indemnified or reimbursed
                  for
                  any cost or expense incurred by that party, then the indemnity
                  or
                  reimbursement will be calculated by reference to the GST-exclusive
                  amount
                  of that cost or expense, increased by an amount equal to that part
                  of the
                  cost or expense for which the party or its representative member
                  is not
                  entitled to an input tax credit but would be entitled if that entity
                  was
                  entitled to a full input tax credit. For the avoidance of doubt,
                  the
                  amount calculated under this clause 12.3(b)
                  is a GST-exclusive amount.

              


      

       

      
        	
              	(c)	
                If
                  GST is levied or imposed on or in respect of any supply made under
                  or in
                  connection with this agreement for which the consideration is a
                  monetary
                  payment, then the consideration provided for that supply is increased
                  by
                  an amount equal to the consideration multiplied by the rate at
                  which that
                  GST is levied or imposed. This additional amount is payable to
                  the party
                  with the liability to remit GST in the manner and at the time when
                  the
                  consideration to which it relates is
                  payable.

              


      

       

      
        	
              	(d)	
                The
                  recipient of any consideration for a taxable supply (whether in
                  money or
                  otherwise) must provide to the other party a GST tax invoice (or
                  any other
                  thing required under any legislation concerned with GST) in the
                  form
                  required by the A New Tax System (Goods and Services Tax) Act 1999
                  or that
                  other legislation.

              


      

       

      
        	
              	(e)	
                Where
                  an "adjustment event", as defined in the A New Tax System (Goods
                  and
                  Services Tax) Act 1999 occurs under this agreement, the parties
                  shall do
                  all things necessary to ensure that the adjustment event may be
                  appropriately recognised, including the issue of an "adjustment
                  note", as
                  that term is defined in that Act.

              


      

       

      
        
          

        

        	13	
                Interest
                  on overdue amounts

              


      

       

      
        	
              	13.1	
                Payment
                  of interest

              


      

       

      The
        Issuer must, and the SF Manager must cause the Issuer to, pay interest
        on:

       

      
        	
              	(a)	
                any
                  of the Outstanding Moneys due and payable, but unpaid;
                  and

              


      

       

      
        	
              	(b)	
                on
                  any interest payable but unpaid in accordance with clause 5.

              


      

       

      
        	
              	13.2	
                Accrual
                  of interest

              


      

       

      The
        interest payable under this clause 13:

       

      
        	
              	(a)	
                accrues
                  from day to day from and including the due date for payment up
                  to the
                  actual date of payment, before and, as an additional and independent
                  obligation, after any judgment or other thing into which the liability
                  to
                  pay the Outstanding Moneys becomes merged;
                  and

              


      

       

      
        	
              	(b)	
                may
                  be capitalised by the Note Holder on any relevant Payment
                  Date.

              


      

       

      
        
          
          

        

        
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            30

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	13.3	
                Rate
                  of interest

              


      

       

      The
        rate of interest payable under this clause 13
        on any part of the Outstanding Moneys is the higher of:

       

      
        	
              	(a)	
                the
                  Overdue Rate; and

              


      

       

      
        	
              	(b)	
                the
                  rate fixed or payable under a judgment or other thing referred
                  to in
                  clause 13.2(a).

              


      

       

      
        
          

        

        	14	
                Assignment

              


      

       

      
        	
              	14.1	
                Assignment
                  by Transaction Party

              


      

       

      A
        Transaction Party must not transfer or assign any of its rights or obligations
        under any Material Document without the prior written consent of the
        OF Manager, the Note Holder and each Designated Rating Agency.

       

      
        	
              	14.2	
                Assignment
                  by Note Holder
                  and OF Manager

              


      

       

      Neither
        the Note Holder nor the OF Manager may assign any of its rights or transfer
        by
        novation any of its rights and obligations under this agreement or any Note
        without the prior written consent of the other parties and a prior written
        notice of such assignment been given to each Designated Rating Agency. Any
        such
        assignment must contain an acknowledgment that the assignee is bound by the
        provisions of this agreement.

       

      
        	
              	14.3	
                Assist
                  transfer or assignment

              


      

       

      At
        the request of the Note Holder or OF Manager, the Issuer and the SF Manager
        must
        do any thing including, but not limited to, executing any documents or amending
        any Material Document, to effect any transfer or assignment under this clause
        14.

       

      
        	
              	14.4	
                Participation
                  permitted

              


      

       

      The
        Note Holder and OF Manager may grant by way of sub-participation (being a
        right
        to share in the financial effects of this agreement, without any rights against
        the Issuer) all or part of the Note Holder's or OF Manager’s, as the case may
        be, rights and benefits under this agreement to any other person without
        having
        to obtain the consent of or to notify the Issuer or the SF Manager.

       

      
        	
              	14.5	
                Lending
                  Office

              


      

       

      
        	
              	(a)	
                The
                  Note Holder may change its Lending Office at any
                  time.

              


      

       

      
        	
              	(b)	
                The
                  Note Holder must promptly notify the Issuer and the SF Manager
                  of any such
                  change.

              


      

       

      
        	
              	14.6	
                Disclosure

              


      

       

      Any
        party may disclose to a proposed assignee, transferee or sub-participant
        any
        information relating to any other party or the Transaction Documents whether
        or
        not confidential and whether or not the disclosure would be in breach of
        any law
        or of any duty owed to that other party.

       

      
        
          
          

        

        
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            31

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	14.7	
                No
                  increase in costs

              


      

       

      If
        the Note Holder or OF Manager assigns or transfers any of its rights or
        obligations under any Material Document or changes its Lending Office the
        Issuer
        is not
        required to pay any net increase in the aggregate amount of costs, Taxes,
        fees
        or charges which:

       

      
        	
              	(a)	
                are
                  a direct
                  consequence of the transfer or assignment or change of Lending
                  Office;
                  and

              


      

       

      
        	
              	(b)	
                the
                  Note Holder or OF Manager as the case may be, or its transferee
                  or
                  assignee was aware of or ought reasonably to have been aware of,
                  at the
                  time of the transfer or assignment or change of Lending
                  Office.

              


      

       

      
        
          

        

        	15	
                General

              


      

       

      
        	
              	15.1	
                Confidential
                  information

              


      

       

      The
        Note Holder and OF Manager may, for the purpose of exercising any Power,
        disclose to any person any documents or records of, or information about,
        any
        Transaction Document, or the assets, business or affairs of any Transaction
        Party, whether or not confidential and whether or not the disclosure would
        be in
        breach of any law or of any duty owed to any Transaction Party.

       

      
        	
              	15.2	
                Performance
                  by Note Holder of
                  obligations

              


      

       

      If
        a Transaction Party defaults in fully and punctually performing any obligation
        contained or implied in any Transaction Document, the Note Holder and
        OF Manager may, without prejudice to any Power do all things necessary or
        desirable, in the opinion of the Note Holder or OF Manager, as the case may
        be,
        to make good or attempt to make good that default to the satisfaction of
        the
        Note Holder or OF Manager, as the case may be.

       

      
        	
              	15.3	
                Transaction
                  Party to bear cost

              


      

       

      Without
        prejudice to clause 10,
        any thing which must be done by a Transaction Party under any Material Document,
        whether or not at the request of the Note Holder or OF Manager, must be done
        at
        the cost of the Transaction Party.

       

      
        	
              	15.4	
                Notices

              


      

       

      
        	
              	(a)	
                Any
                  notice or other communication including, but not limited to, any
                  request,
                  demand, consent or approval, to or by a party to any Material
                  Document:

              


      

       

      
        	
              	(1)	
                must
                  be in legible writing and in English addressed as shown below (or
                  if sent
                  by facsimile, to the facsimile numbers below) and marked to the
                  attention
                  of the following:

              


      

       

      
        	
              	(A)	
                if
                  to the Note Holder:

              


      

       

      
        
          
          

        

        
          page
            32

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	Address:	
                Level
                  12

              


      

      123
        Pitt Street

      Sydney,
        NSW, 2000

       

      
        	
              	Attention:	
                Head
                  of Debt Markets/Manager -
                  Securitisation

              


      

       

      
        	
              	Facsimile:	
                (02)
                  9221 7870; and

              


      

       

      
        	
              	(B)	
                if
                  to the Issuer:

              


      

       

      
        	
              	Address:	
                Level
                  12

              


      

      123
        Pitt Street

      Sydney,
        NSW, 2000

       

      
        	
              	Attention:	
                Head
                  of Debt Markets/Manager -
                  Securitisation

              


      

       

      
        	
              	Facsimile:	
                (02)
                  9221 7870;

              


      

       

      
        	
              	(C)	
                if
                  to the SF Manager:

              


      

       

      
        	
              	Address:	
                Level
                  16,

              


      

      360
        Collins Street,

      Melbourne,
        Victoria 3000

       

      
        	
              	Attention:	
                Manager
                  - Capital Markets

              


      

       

      
        	
              	Facsimile:	
                (03)
                  9605 6200; and

              


      

       

      
        	
              	(D)	
                if
                  to the OF Manager:

              


      

       

      
        	
              	Address:	
                Level
                  16,

              


      

      360
        Collins Street,

      Melbourne,
        Victoria 3000

       

      
        	
              	Attention:	
                Manager
                  - Capital Markets

              


      

       

      
        	
              	Facsimile:	
                (03)
                  9605 6200; 

              


      

       

      or
        as specified to the sender by any party by notice;

       

      
        	
              	(2)	
                where
                  the sender is a company, must be signed by an Officer or under
                  the common
                  seal of the sender;

              


      

       

      
        	
              	(3)	
                is
                  regarded as being given by the sender and received by the
                  addressee:

              


      

       

      
        	
              	(A)	
                if
                  by delivery in person, when delivered to the
                  addressee;

              


      

       

      
        	
              	(B)	
                if
                  by post, on delivery to the addressee;
                  or

              


      

       

      
        	
              	(C)	
                if
                  by facsimile transmission, as long as it is legibly received, when
                  transmitted to the addressee,

              


      

       

      but
        if the delivery or receipt is on a day which is not a Banking Day or is after
        4.00 pm (addressee's time) it is regarded as received at 9.00 am on the
        following Banking Day;

       

      
        	
              	(4)	
                can
                  be relied upon by the addressee and the addressee is not liable
                  to any
                  other person for any consequences of that reliance if the addressee
                  believes it to be genuine, correct and authorised by the sender;
                  and

              


      

       

      
        
          
          

        

        
          page
            33

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	(5)	
                if
                  to the Note Holder must be copied to the OF Manager and if to the
                  Issuer
                  must be copied to the SF Manager.

              


      

       

      
        	
              	(b)	
                A
                  facsimile transmission is regarded as legible unless the addressee
                  telephones the sender within 2 hours after the transmission is
                  received or
                  regarded as received under clause 15.4(a)(3)
                  and informs the sender that it is not
                  legible.

              


      

       

      
        	
              	(c)	
                In
                  this clause 15.4,
                  a reference to an addressee includes a reference to an addressee's
                  Officers, agents or employees.

              


      

       

      
        	
              	15.5	
                Governing
                  law and jurisdiction

              


      

       

      
        	
              	(a)	
                This
                  agreement is governed by the laws of New South
                  Wales.

              


      

       

      
        	
              	(b)	
                The
                  parties irrevocably submit to the non-exclusive jurisdiction of
                  the courts
                  of New South Wales.

              


      

       

      
        	
              	15.6	
                Prohibition
                  and enforceability

              


      

       

      
        	
              	(a)	
                Any
                  provision of, or the application of any provision of, any Material
                  Document or any Power which is prohibited in any jurisdiction is,
                  in that
                  jurisdiction, ineffective only to the extent of that
                  prohibition.

              


      

       

      
        	
              	(b)	
                Any
                  provision of, or the application of any provision of, any Material
                  Document which is void, illegal or unenforceable in any jurisdiction
                  does
                  not affect the validity, legality or enforceability of that provision
                  in
                  any other jurisdiction or of the remaining provisions in that or
                  any other
                  jurisdiction.

              


      

       

      
        	
              	15.7	
                Waivers

              


      

       

      
        	
              	(a)	
                Waiver
                  of any right arising from a breach of this agreement or of any
                  Power
                  arising upon default under this agreement must be in writing and
                  signed by
                  the party granting the waiver.

              


      

       

      
        	
              	(b)	
                A
                  failure or delay in exercise, or partial exercise,
                  of:

              


      

       

      
        	
              	(1)	
                a
                  right arising from a breach of this agreement;
                  or

              


      

       

      
        	
              	(2)	
                a
                  Power created or arising upon default under this
                  agreement,

              


      

       

      does
        not result in a waiver of that right or Power.

       

      
        	
              	(c)	
                A
                  party is not entitled to rely on a delay in the exercise or non-exercise
                  of a right or Power arising from a breach of this agreement or
                  on a
                  default under this agreement as constituting a waiver of that right
                  or
                  Power.

              


      

       

      
        	
              	(d)	
                A
                  party may not rely on any conduct of another party as a defence
                  to
                  exercise of a right or Power by that other
                  party.

              


      

       

      
        	
              	(e)	
                This
                  clause may not itself be waived except by
                  writing.

              


      

       

      
        	
              	15.8	
                Variation

              


      

       

      A
        variation of any term of this agreement must be in writing and signed by
        the
        parties. No variation may be made if it will cause the current rating of
        any
        bonds issued by the Issuer to be downgraded or withdrawn by any Designated
        Rating Agency.

       

      
        
          
          

        

        
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            34

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      
        	
              	15.9	
                Cumulative
                  rights

              


      

       

      The
        Powers are cumulative and do not exclude any other right, power, authority,
        discretion or remedy of the Note Holder or OF Manager.

       

      
        	
              	15.10	
                Attorneys

              


      

       

      Each
        of the Attorneys executing this agreement states that the Attorney has no
        notice
        of the revocation of the power of attorney appointing that
        Attorney.

       

      
        	
              	15.11	
                Binding
                  Obligations

              


      

       

      Each
        party to this agreement acknowledges that the obligations expressed in this
        agreement are binding upon it.

       

      
        	
              	15.12	
                Winding
                  up of Securitisation Fund

              


      

       

      Prior
        to the Termination Date, neither the Note Holder nor the OF Manager may seek
        to
        terminate or wind up the Securitisation Fund as a consequence of any breach
        of
        this agreement or any Note by the Issuer or the SF Manager.

       

      
        	
              	15.13	
                Termination

              


      

       

      This
        agreement can only be terminated on or after the Termination Date.

       

      
        	
              	15.14	
                Counterparts

              


      

       

      
        	
              	(a)	
                This
                  agreement may be executed in any number of
                  counterparts.

              


      

       

      
        	
              	(b)	
                All
                  counterparts, taken together, constitute 1
                  instrument.

              


      

       

      
        	
              	(c)	
                A
                  party may execute this agreement by signing any
                  counterpart.

              


      

       

      
        
          
          

        

        
          page
            35

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

      

       

      
        
          

        

        Schedule
          1 - Funding Notice (clause 4.2)

      

       

       

      
        	To:	
                Perpetual
                  Limited

              


      

      in
        its capacity as trustee of the Origination Fund

      (Note
        Holder)

       

      Attention:
        Head of Debt Markets/Manager - Securitisation

       

      
        	And:	
                ME
                  Portfolio Management
                  Limited

              


      

      in
        its capacity as manager of the Origination Fund

      (OF
        Manager)

       

      Attention:
        Manager - Capital Markets

       

        
          

        

      

       

      We
        refer to the Payment Funding Facility Agreement dated [insert
        date]
        (Agreement).
        Pursuant to clause 4 of the Agreement:

       

      
        	(a)	
                we
                  give you notice that we wish to request the Issuer to issue to
                  the Note
                  Holder a Note pursuant to the Agreement on [insert
                  date]
                  (Funding
                  Date);

              


      

       

      
        	(b)	
                the
                  aggregate principal amount of the Note is: $[insert
                  amount];

              


      

       

      
        	(c)	
                we
                  request that the proceeds be remitted to account number [insert
                  details]
                  at [insert
                  address]
                  /[insert
                  alternative instructions];

              


      

       

      
        	(d)	
                The
                  relevant Payment Period is a [Quarterly/Monthly]
                  Payment Period commencing on the Funding
                  Date;

              


      

       

      
        	(e)	
                The
                  Issuer represents and warrants
                  that:

              


      

       

      
        	
              	(1)	
                [(except
                  as disclosed in paragraph (e)(2))] each representation and warranty
                  given
                  by it in the Agreement is to the best of its knowledge, true, correct
                  and
                  not misleading as though it had been made at the date of this Funding
                  Notice and the Funding Date specified above in respect of the facts
                  and
                  circumstances then subsisting;[
                  and]

              


      

       

      
        	
              	(2)	
                details
                  of the exceptions to paragraph (e)(1) are as follows: [insert
                  details],
                  and the Issuer [has taken/proposes] the following remedial action
                  [insert
                  details]];

              


      

       

      
        	(f)	
                The
                  SF Manager represents and warrants
                  that:

              


      

       

      
        	
              	(1)	
                [(except
                  as disclosed in paragraph (f)(2))] each representation and warranty
                  given
                  by it in the Agreement is to the best of its knowledge, true, correct
                  and
                  not misleading as though it had been made at the date of this Funding
                  Notice and the Funding Date specified above in respect of the facts
                  and
                  circumstances then subsisting;[
                  and]

              


      

       

      
        	
              	(2)	
                details
                  of the exceptions to paragraph (f)(1) are as follows: [insert
                  details],
                  and the SF Manager [has taken/proposes] the following remedial
                  action
                  [insert
                  details]].

              


      

       

      Expressions
        defined in the Agreement have the same meaning when used in this Funding
        Notice.

       

      
        
          
          

        

        
          page
            36

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

         

      

      Dated: 

       

      Signed
        for and on behalf of

      ME
        Portfolio
        Management Limited

       

       

      
        
          

        
Officer’s signature

       

       

      
        
          

        
Name (please print)

       

      


      Signed
        for and on behalf of

      Perpetual
        Limited

       

       

      
        
          

        
Officer’s signature

       

       

      
        
          

        
Name (please print)

       

      
        
          
          

        

        
          page
            37

          
            

          

        

        
          
          

        

      

      

        Payment
          Funding Facility Agreement - SMHL Global Fund 2007-1

      

       

      
        
          


      

      
        Schedule
          2 - Conditions

         

      

       

      Payment
        Funding Facility Agreement - SMHL Global Fund 2007-1

       

       

      PERPETUAL
        LIMITED

      ABN
        86 000 431 827

      in
        its capacity as trustee of the SMHL Global Fund 2007-1

      


      of
        Level 12, 123 Pitt Street, Sydney, NSW, 2000

      


      (“Issuer”)

      


       

      whose
        office for the purposes of payment is at Level 12, 123 Pitt Street, Sydney,
        NSW,
        2000 or such other address as the Issuer may notify to the Note Holder from
        time
        to time.

       

      
        	1	
                Note

              


      

       

      
        	(a)	
                This
                  Note certificate is issued as part of the Notes of SMHL Global
                  Fund
                  2007-1. The terms and conditions of the issue of this Note and
                  repayment
                  are constituted by this Note and the Payment Funding Facility Agreement
                  for the Issue and Repayment of the Notes of SMHL Global Fund 2007-1
                  dated
                  [insert
                  date]
                  between the Issuer, the Note Holder, ME Portfolio Management
                  Limited (ABN
                  79 005 964 134) of Level 16, 360 Collins Street, Melbourne, Victoria,
                  in
                  its capacity as manager of the SMHL Global Fund 2007-1 (SF
                  Manager)
                  and ME Portfolio Management Limited (ABN
                  79 005 964 134) of Level 16, 360 Collins Street, Melbourne, Victoria,
                  in
                  its capacity as manager of the Superannuation Members’ Home Loans
                  Origination Fund No. 3 (OF
                  Manager)
                  (Agreement).
                  Terms defined in the Agreement have the same meaning when used
                  in these
                  Conditions.

              


      

       

      
        	(b)	
                Subject
                  to clause 3, the Issuer promises to repay the principal amount
                  in
                  accordance with the Agreement.

              


      

       

      
        	(c)	
                This
                  Note may only be assigned or transferred with the prior written
                  consent of
                  the Issuer and subject to and in accordance with the
                  Agreement.

              


      

       

      
        	2	
                Derivation
                  of payment

              


      

       

      The
        parties acknowledge that the payments to be made by the Issuer under this
        Note
        are derived by it from the receipts from a “mortgage” or “pool of mortgages”, as
        those terms are defined in section 3 of the Duties Act 2000 (Vic).

       

      
        	3	
                Extent
                  of liability of Issuer

              


      

       

      
        	(a)	
                Clause
                  26 of the Master Trust Deed applies to the obligations and liabilities
                  of
                  the Issuer and SF Manager under this
                  Note.

              


      

       

      
        	(b)	
                The
                  Issuer issues this Note in its capacity as trustee of the Securitisation
                  Fund and in no other capacity (except where the Transaction Documents
                  provide otherwise). Subject to clause 3(d),
                  a liability of the Issuer arising under or in connection with this
                  Note or
                  the Agreement or the Securitisation Fund is limited to and can
                  be enforced
                  against the Issuer only to the extent to which it can be satisfied
                  out of
                  the assets and property of the Securitisation Fund which are available
                  to
                  satisfy the right of the Trustee to be exonerated or indemnified
                  for the
                  liability. This limitation of the Issuer’s liability applies despite any
                  other provision of this Note or the Agreement 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 Note or the
                  Agreement.

              


      

       

      
        
          
          

        

        
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        	(c)	
                Subject
                  to clause 3(d),
                  no person (including any Relevant Party) may take action against
                  the
                  Issuer in any capacity other than as trustee of the Securitisation
                  Fund or
                  seek the appointment of a receiver (except under the Security Trust
                  Deed),
                  or a liquidator, an administrator or any similar person to the
                  Issuer or
                  prove in any liquidation, administration or arrangement of or affecting
                  the Issuer except in relation to the assets of the Securitisation
                  Fund).
                  

              


      

       

      
        	(d)	
                The
                  provisions of this clause 3
                  shall not apply to any obligation or liability of the Issuer to
                  the extent
                  that it is not satisfied because under a Transaction Document or
                  by
                  operation of law there is a reduction in the extent of the Issuer’s
                  indemnification or exoneration out of the assets of the Securitisation
                  Fund, as a result of the Issuer’s fraud, negligence or wilful
                  default.

              


      

       

      
        	(e)	
                It
                  is acknowledged that the Relevant Parties are responsible under
                  this Note
                  and the Agreement and the Transaction Documents for performing
                  a variety
                  of obligations relating to the Securitisation Fund. No act or omission
                  of
                  the Issuer (including any related failure to satisfy its obligations
                  under
                  this Note or the Agreement) will be considered fraud, negligence
                  or wilful
                  default of the Issuer for the purposes of clause 3(d)
                  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 who has been
                  delegated or appointed by the Issuer in accordance with the Transaction
                  Documents to fulfil its obligations relating to the Securitisation
                  Fund or
                  by any other act or omission of a Relevant Party or any other
                  person.

              


      

       

      
        	(f)	
                No
                  attorney, agent, receiver or receiver and manager appointed in
                  accordance
                  with this Note or the Agreement or any other Transaction Document 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 fraud, negligence or wilful default of the Issuer
                  for the
                  purposes of clause 3(d).

              


      

       

      
        	(g)	
                In
                  this clause 3,
                  Relevant
                  Parties means
                  any party to a Transaction Document other than the
                  Issuer.

              


      

       

      
        	(h)	
                The
                  Issuer is not obliged to do or refrain from doing anything under
                  this Note
                  or the Agreement (including incur any liability) unless the Issuer’s
                  liability is limited in the same manner as set out in clauses 3(a)
                  to 3(f).

              


      

       

      
        	4	
                Extent
                  of liability of Note Holder


              


      

       

      
        	(a)	
                Clause
                  26 of the Master Trust Deed applies to the obligations and liabilities
                  of
                  the Note Holder and OF Manager under this
                  Note.

              


      

       

      
        	(b)	
                The
                  Note Holder issues this Note only in its capacity as trustee of
                  the
                  Origination Fund and no other capacity. A liability arising under
                  or in
                  connection with this Note or the Agreement is limited to and can
                  be
                  enforced against the Note Holder only to the extent to which it
                  can be
                  satisfied out of property of the Origination Fund out of which
                  the Note
                  Holder is actually indemnified for the liability. This limitation
                  of the
                  Note Holder’s liability applies despite any other provision of this Note
                  or the Agreement and extends to all liabilities and obligations
                  of the
                  Note Holder in any way connected with any representation, warranty,
                  conduct, omission, agreement or transaction related to this Note
                  or the
                  Agreement.

              


      

       

      
        
          
          

        

        
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        	(c)	
                The
                  parties other than the Note Holder may not take action against
                  the Note
                  Holder in any capacity other than as trustee of the Origination
                  Fund or
                  seek the appointment of a receiver (except in relation to property
                  of the
                  Origination Fund), a liquidator, an administrator or any similar
                  person to
                  the Note Holder or prove in any liquidation, administration or
                  arrangement
                  of or affecting the Note Holder (except in relation to property
                  of the
                  Origination Fund). 

              


      

       

      
        	(d)	
                The
                  provisions of this clause 4 shall not apply to any obligation or
                  liability
                  of the Note Holder to the extent that it is not satisfied because
                  under
                  the trust deed establishing the Origination Fund or by operation
                  of law
                  there is a reduction in the extent of the Note Holder’s indemnification
                  out of the assets of the Origination Fund, as a result of the Note
                  Holder’s fraud, negligence or wilful
                  default.

              


      

       

      
        	(e)	
                It
                  is acknowledged that the OF Manager is responsible under the trust
                  deed
                  establishing the Origination Fund for performing a variety of obligations
                  relating to the Origination Fund, including under this Note and
                  the
                  Agreement. No act or omission of the Note Holder (including any
                  related
                  failure to satisfy its obligations or breach of representation
                  or warranty
                  under this Note or the Agreement) will be considered fraud, negligence
                  or
                  wilful default of the Note Holder for the purposes of clause 4(d)
                  to the extent to which the act or omission was caused or contributed
                  to by
                  any failure by the OF Manager or any other person to fulfil its
                  obligations relating to the Origination Fund or by any other act
                  or
                  omission of the OF Manager or any other
                  person.

              


      

       

      
        	(f)	
                No
                  attorney, agent, receiver or receiver and manager appointed in
                  accordance
                  with this Note or the Agreement has authority to act on behalf
                  of the Note
                  Holder in a way which exposes the Note Holder to any personal liability
                  and no act or omission of any such person will be considered fraud,
                  negligence or wilful default of the Note Holder for the purposes
                  of clause
                  4(d).

              


      

       

      
        	(g)	
                The
                  Note Holder is not obliged to do or refrain from doing anything
                  under this
                  Note or the Agreement (including incur any liability) unless the
                  Note
                  Holder’s liability is limited in the same manner as set out in clauses
                  4(a)
                  to 4(f).

              


      

       

      
        	5	
                Wilful
                  Default of the Issuer and Note
                  Holder

              


      

       

      For
        the purposes of this Note, the expression "wilful default":

       

      
        	(a)	
                in
                  relation to the Issuer and the Note
                  Holder, means a wilful default of this Note and the Agreement by
                  the
                  Issuer or the Note Holder, as the case may
                  be:

              


      

       

      
        	
              	(1)	
                other
                  than a default which:

              


      

       

      
        	
              	(A)	
                arises
                  out of a breach of a Transaction Document by a person other than
                  the
                  Issuer, Note Holder or any person referred to in clause 5(b) in
                  relation
                  to the Issuer or the Note Holder; 

              


      

       

      
        	
              	(B)	
                arises
                  because some other act or omission is a precondition to the relevant
                  act
                  or omission of the Issuer or the Note Holder, and that other act
                  or
                  omission does not occur;

              


      

       

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

              


      

       

      
        
          
          

        

        
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              	(D)	
                is
                  in accordance with an instruction or direction given to it by any
                  person
                  in circumstances where that person is authorised to do so by any
                  Transaction Document; and

              


      

       

      
        	
              	(2)	
                in
                  circumstances where had it not committed that default it would
                  have been
                  entitled to recoupment, reimbursement or a right of indemnity for
                  its
                  costs and expenses (if any) in complying with this Note and the
                  Agreement
                  from the Fund.

              


      

       

      
        	(b)	
                A
                  reference to the "fraud", "negligence" or "wilful default" of the
                  Issuer
                  or the Note Holder means the fraud, negligence or wilful default
                  of the
                  Issuer or the Note Holder, as the case may be, and of the officers
                  or
                  employees, but not of the agents or delegates of the Issuer or
                  Note
                  Holder, unless the Issuer or the Note Holder is liable for the
                  acts or
                  omissions of such other person under the terms of this Note and
                  the
                  Agreement.

              


      

       

      
        
          
          

        

        
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        Schedule
          3 - Report on assessment of compliance with Regulation AB servicing
          criteria

         

      

       

      ME
        Portfolio Management Limited

      Level
        16

      360
        Collins Street

      Melbourne
        VIC 3000

       

       

      [________________]
        (the "Asserting
        Party")
        is responsible for assessing compliance as of June 30, [ ]
        and for the period from [  ]
        (date of issuance of SMHL Global Fund 2007-1) through June 30, [ ]
        (the "Reporting
        Period")
        with the servicing criteria set forth in Section 229.1122(d) of the Code
        of
        Federal Regulations (the "CFR"),
        except for criteria 229.1122(d)[insert
        section numbers in Regulation AB that are not applicable to Asserting
        Party]
        of the CFR, which have not been determined pursuant to the transaction documents
        for the SMHL Global Fund 2007-1 to be, and the Asserting Party has concluded
        are
        not, servicing criteria that the Asserting Party performs, or in which the
        Asserting Party participates, in relation to SMHL Global Fund 2007-1 (the
        "Applicable
        Servicing Criteria").
        This assessment of compliance is provided in relation to SMHL Global Fund
        2007-1.

       

      The
        Asserting Party has assessed its compliance with the Applicable Servicing
        Criteria for the Reporting Period and has concluded that the Asserting Party
        has
        complied, in all material respects, with the Applicable Servicing Criteria
        in
        relation to SMHL Global Fund 2007-1.

       

      [____________],
        an independent registered public accounting firm, has issued an attestation
        report on the assessment of compliance with the Applicable Servicing Criteria
        for the Reporting Period as set forth in this assertion.

       

      

        
          	
                  [NAME
                    OF ASSERTING PARTY]

                
	 	 
	 	 
	
                  Date:

                	 
	 	 
	 	 
	
                  By:

                	 
	 	 
	
                  Name:
                    

                	 
	 	 
	 	 
	
                  Title:
                    

                	 


        

      

          

      
        
          
          

        

        
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          Schedule
            4 - Servicing Criteria to be addressed in assessment of
            compliance

           

        

        
          	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 
	 	
                  General
                    Servicing Considerations

                	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	 
	 	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, "federally insured depository institution" with
                    respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	 


        

        


        
          
            
            

          

          
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                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	 
	 	
                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	 


        

         

        
          
            
            

          

          
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                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 
	 	
                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	 
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's mortgage
                    loans (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	 


        

        


        
          
            
            

          

          
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                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	 


        

         

        
          
            
            

          

          
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            Payment
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      Executed
        as an agreement:

       

       

      ISSUER:

      


      Signed
        for

      Perpetual
        Limited

      by
        its attorney in

      the
        presence of:

       

      
        	
                /s/
                  Zachary Low

              	 	
                /s/
                  Craig Cullen

              
	
                Witness

              	 	
                Attorney

              
	 	 	 
	
                Zachary
                  Low

              	 	
                Craig
                  Cullen

              
	
                Name
                  (please print)

              	 	
                Name
                  (please print)

              


      

      


       

      NOTE
        HOLDER:

      


      Signed
        for

      Perpetual
        Limited

      by
        its attorney in

      the
        presence of:

       

      
        	
                /s/
                  Zachary Low

              	 	
                /s/
                  Craig Cullen

              
	
                Witness

              	 	
                Attorney

              
	 	 	 
	
                Zachary
                  Low

              	 	
                Craig
                  Cullen

              
	
                Name
                  (please print)

              	 	
                Name
                  (please print)

              


      

      


      
        
          
          

        

        
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            47

          
            

          

        

        
          
          

        

      

      
        
          

            Payment
              Funding Facility Agreement - SMHL Global Fund 2007-1

          

        

         

      

      SF
        MANAGER:

      


      Signed
        for

      ME
        Portfolio Management Limited

      by
        its attorney in

      the
        presence of:

       

      
        	
                /s/
                  Antonia Leung

              	 	
                /s/
                  Timothy D. Barton

              
	
                Witness

              	 	
                Attorney

              
	 	 	 
	
                Antonia
                  Leung

              	 	
                Timothy
                  D. Barton

              
	
                Name
                  (please print)

              	 	
                Name
                  (please print)

              


      

      


       

      OF
        MANAGER:

      


      Signed
        for

      ME
        Portfolio Management Limited

      by
        its attorney in

      the
        presence of:

       

      
        	
                /s/
                  Antonia Leung

              	 	
                /s/
                  Timothy D. Barton

              
	
                Witness

              	 	
                Attorney

              
	 	 	 
	
                Antonia
                  Leung

              	 	
                Timothy
                  D. Barton

              
	
                Name
                  (please print)

              	 	
                Name
                  (please print)

              


      

       

      
        
          
          

        

        
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