(Multicurrency-Cross
        Border)

       

      ISDA®

       

      International
        Swap Dealers Association, Inc.

       

      MASTER
        AGREEMENT

       

      dated
        as
        of 29 May 2007

       

      Australia
        and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Party
        A”)

      and

      Perpetual
        Limited (ABN 86 000 431 827) in its capacity as trustee of the


      Securitisation
        Fund 

      (“Party
        B”)

      and

      ME
        Portfolio Management Limited (ABN 79 005 964 134) in its capacity as


      manager
        of the Securitisation Fund

      (“Manager”)

      


      have
        entered and/or anticipate entering into one or more transactions (each a
        "Transaction") that are or will be governed by this Master Agreement, which
        includes the schedule (the "Schedule"), and the documents and other confirming
        evidence (each a "Confirmation") exchanged between the parties confirming
        those
        Transactions.

       

      Accordingly,
        the parties agree as follows:-

       

      1.    Interpretation

       

      (a)   Definitions.
        The
        terms defined in Section 14 and in the Schedule will have the meanings therein
        specified for the purpose of this Master Agreement.

       

      (b)   Inconsistency.
        In the
        event of any inconsistency between the provisions of the Schedule and the
        other
        provisions of this Master Agreement, the Schedule will prevail. In the event
        of
        any inconsistency between the provisions of any Confirmation and this Master
        Agreement (including the Schedule), such Confirmation will prevail for the
        purpose of the relevant Transaction.

       

      (c)   Single
        Agreement. All
        Transactions are entered into in reliance on the fact that this Master Agreement
        and all Confirmations form a single agreement between the parties (collectively
        referred to as this "Agreement"), and the parties would not otherwise enter
        into
        any Transactions.

       

      2.    Obligations

       

      (a)   General
        Conditions.

       

      (i)    Each
        party will make each payment or delivery specified in each Confirmation to
        be
        made by it, subject to the other provisions of this Agreement.

       

      (ii)    Payments
        under this Agreement will be made on the due date for value on that date
        in the
        place of the account specified in the relevant Confirmation or otherwise
        pursuant to this Agreement, in freely transferable funds and in the manner
        customary for payments in the required currency. Where settlement is by delivery
        (that is, other 

       

      
        Copyright
          © 1992 by International Swap Dealers
          Association, Inc.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      than
        by
        payment), such delivery will be made for receipt on the due date in the manner
        customary for the relevant obligation unless otherwise specified in the relevant
        Confirmation or elsewhere in this Agreement.

       

      (iii)    Each
        obligation of each party under Section 2(a)(i) is subject to (1) the condition
        precedent that no Event of Default or Potential Event of Default with respect
        to
        the other party has occurred and is continuing, (2) the condition precedent
        that
        no Early Termination Date in respect of the relevant Transaction has occurred
        or
        been effectively designated and (3) each other applicable condition precedent
        specified in this Agreement.

       

      (b)   Change
        of Account.
        Either
        party may change its account for receiving a payment or delivery by giving
        notice to the other party at least five Local Business Days prior to the
        scheduled date for the payment or delivery to which such change applies unless
        such other party gives timely notice of a reasonable objection to such
        change.

       

      (c)   Netting.
        If
        on any
        date amounts would otherwise be payable:-

       

      (i)    in
        the
        same currency; and

       

      (ii)    in
        respect of the same Transaction,

       

      by
        each
        party to the other, then, on such date, each party's obligation to make payment
        of any such amount will be automatically satisfied and discharged and, if
        the
        aggregate amount that would otherwise have been payable by one party exceeds
        the
        aggregate amount that would otherwise have been payable by the other party,
        replaced by an obligation upon the party by whom the larger aggregate amount
        would have been payable to pay to the other party the excess of the larger
        aggregate amount over the smaller aggregate amount.

       

      The
        parties may elect in respect of two or more Transactions that a net amount
        will
        be determined in respect of all amounts payable on the same date in the same
        currency in respect of such Transactions, regardless of whether such amounts
        are
        payable in respect of the same Transaction. The election may be made in the
        Schedule or a Confirmation by specifying that subparagraph (ii) above will
        not
        apply to the Transactions identified as being subject to the election, together
        with the starting date (in which case subparagraph (ii) above will not, or
        will
        cease to, apply to such Transactions from such date). This election may be
        made
        separately for different groups of Transactions and will apply separately
        to
        each pairing of Offices through which the parties make and receive payments
        or
        deliveries.

       

      (d)   Deduction
        or Withholding for Tax.

       

      (i)    Gross-Up. All
        payments under this Agreement will be made without any deduction or withholding
        for or on account of any Tax unless such deduction or withholding is required
        by
        any applicable law, as modified by the practice of any relevant governmental
        revenue authority, then in effect. If a party is so required to deduct or
        withhold, then that party ("X") will:-

       

      (1)    promptly
        notify the other party ("Y") of such requirement;

       

      (2)    pay
        to
        the relevant authorities the full amount required to be deducted or withheld
        (including the full amount required to be deducted or withheld from any
        additional amount paid by X to Y under this Section 2(d)) promptly upon the
        earlier of determining that such deduction or withholding is required or
        receiving notice that such amount has been assessed against Y;

       


      
        
          
          

        

        
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      (3)    promptly
        forward to Y an official receipt (or a certified copy), or other documentation
        reasonably acceptable to Y, evidencing such payment to such authorities;
        and

       

      (4)    if
        such
        Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
        Y is
        otherwise entitled under this Agreement, such additional amount as is necessary
        to ensure that the net amount actually received by Y (free and clear of
        Indemnifiable Taxes, whether assessed against X or Y) will equal the full
        amount
        Y would have received had no such deduction or withholding been required.
        However, X will not be required to pay any additional amount to Y to the
        extent
        that it would not he required to be paid but for:-

       

      (A)    the
        failure by Y to comply with or perform any agreement contained in Section
        4(a)(i), 4(a)(iii) or 4(d); or

       

      (B)    the
        failure of a representation made by Y pursuant to Section 3(f) to be accurate
        and true unless such failure would not have occurred but for (I) any action
        taken by a taxing authority, or brought in a court of competent jurisdiction,
        on
        or after the date on which a Transaction is entered into (regardless of whether
        such action is taken or brought with respect to a party to this Agreement)
        or
        (II) a Change in Tax Law.

       

      (ii)   Liability.
        If:-

       

      (1)    X
        is
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, to make any deduction or withholding in respect
        of which X would not be required to pay an additional amount to Y under Section
        2(d)(i)(4);

       

      (2)    X
        does
        not so deduct or withhold; and

       

      (3)    a
        liability resulting from such Tax is assessed directly against X,

       

      then,
        except to the extent Y has satisfied or then satisfies the liability resulting
        from such Tax, Y will promptly pay to X the amount of such liability (including
        any related liability for interest, but including any related liability for
        penalties only if Y has failed to comply with or perform any agreement contained
        in Section 4(a)(i), 4(a)(iii) or 4(d)).

       

      (e)    Default
        Interest; Other Amounts.
        Prior to
        the occurrence or effective designation of an Early Termination Date in respect
        of the relevant Transaction, a party that defaults in the performance of
        any
        payment obligation will, to the extent permitted by law and subject to Section
        6(c), be required to pay interest (before as well as after judgment) on the
        overdue amount to the other party on demand in the same currency as such
        overdue
        amount, for the period from (and including) the original due date for payment
        to
        (but excluding) the date of actual payment, at the Default Rate. Such interest
        will be calculated on the basis of daily compounding and the actual number
        of
        days elapsed. If, prior to the occurrence or effective designation of an
        Early
        Termination Date in respect of the relevant Transaction, a party defaults
        in the
        performance of any obligation required to be settled by delivery, it will
        compensate the other party on demand if and to the extent provided for in
        the
        relevant Confirmation or elsewhere in this Agreement.

       

      3.    Representations

       


      
        
          
          

        

        
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      Each
        party represents to the other party (which representations will be deemed
        to be
        repeated by each party on each date on which a Transaction is entered into
        and,
        in the case of the representations in Section 3(f), at all times until the
        termination of this Agreement) that:-

       

      (a)   Basic
        Representations.

       

      (i)    Status.
        It
        is
        duly organised and validly existing under the laws of the jurisdiction of
        its
        organisation or incorporation and, if relevant under such laws, in good
        standing;

       

      (ii)    Powers.
         It
        has
        the power to execute this Agreement and any other documentation relating
        to this
        Agreement to which it is a party, to deliver this Agreement and any other
        documentation relating to this Agreement that it is required by this Agreement
        to deliver and to perform its obligations under this Agreement and any
        obligations it has under any Credit Support Document to which it is a party
        and
        has taken all necessary action to authorise such execution, delivery and
        performance;

       

      (iii)    No
        Violation or Conflict. Such
        execution, delivery and performance do not violate or conflict with any law
        applicable to it, any provision of its constitutional documents, any order
        or
        judgment of any court or other agency of government applicable to it or any
        of
        its assets or any contractual restriction binding on or affecting it or any
        of
        its assets;

       

      (iv)    Consents.
         All
        governmental and other consents that are required to have been obtained by
        it
        with respect to this Agreement or any Credit Support Document to which it
        is a
        party have been obtained and are in full force and effect and all conditions
        of
        any such consents have been complied with; and

       

      (v)    Obligations
        Binding.  Its
        obligations under this Agreement and any Credit Support Document to which
        it is
        a party constitute its legal, valid and binding obligations, enforceable
        in
        accordance with their respective terms (subject to applicable bankruptcy,
        reorganisation, insolvency, moratorium or similar laws affecting creditors'
        rights generally and subject, as to enforceability, to equitable principles
        of
        general application (regardless of whether enforcement is sought in a proceeding
        in equity or at law)).

       

      (b)    Absence
        of Certain Events. No
        Event
        of Default or Potential Event of Default or, to its knowledge, Termination
        Event
        with respect to it has occurred and is continuing and no such event or
        circumstance would occur as a result of its entering into or performing its
        obligations under this Agreement or any Credit Support Document to which
        it is a
        party.

       

      (c)    Absence
        of Litigation.
        There is
        not pending or, to its knowledge, threatened against it or any of its Affiliates
        any action, suit or proceeding at law or in equity or before any court,
        tribunal, governmental body, agency or official or any arbitrator that is
        likely
        to affect the legality, validity or enforceability against it of this Agreement
        or any Credit Support Document to which it is a party or its ability to perform
        its obligations under this Agreement or such Credit Support
        Document.

       

      (d)    Accuracy
        of Specified Information.
        All
        applicable information that is furnished in writing by or on behalf of it
        to the
        other party and is identified for the purpose of this Section 3(d) in the
        Schedule is, as of the date of the information, true, accurate and complete
        in
        every material respect.

       

      (e)    Payer
        Tax Representation.
        Each
        representation specified in the Schedule as being made by it for the purpose
        of
        this Section 3(e) is accurate and true.

       


      
        
          
          

        

        
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      (f)   Payee
        Tax Representations. Each
        representation specified in the Schedule as being made by it for the purpose
        of
        this Section 3(f) is accurate and true.

       

      4.    Agreements

       

      Each
        party agrees with the other that, so long as either party has or may have
        any
        obligation under this Agreement or under any Credit Support Document to which
        it
        is a party:-

       

      (a)   Furnish
        Specified Information. It
        will
        deliver to the other party or, in certain cases under subparagraph (iii)
        below,
        to such government or taxing authority as the other party reasonably
        directs:-

       

      (i)    any
        forms, documents or certificates relating to taxation specified in the Schedule
        or any Confirmation;

       

      (ii)    any
        other
        documents specified in the Schedule or any Confirmation; and

       

      (iii)    upon
        reasonable demand by such other party, any form or document that may be required
        or reasonably requested in writing in order to allow such other party or
        its
        Credit Support Provider to make a payment under this Agreement or any applicable
        Credit Support Document without any deduction or withholding for or on account
        of any Tax or with such deduction or withholding at a reduced rate (so long
        as
        the completion, execution or submission of such form or document would not
        materially prejudice the legal or commercial position of the party in receipt
        of
        such demand), with any such form or document to be accurate and completed
        in a
        manner reasonably satisfactory to such other party and to be executed and
        to be
        delivered with any reasonably required certification,

       

      in
        each
        case by the date specified in the Schedule or such Confirmation or, if none
        is
        specified, as soon as reasonably practicable.

       

      (b)    Maintain
        Authorisations. It
        will
        use all reasonable efforts to maintain in full force and effect all consents
        of
        any governmental or other authority that are required to be obtained by it
        with
        respect to this Agreement or any Credit Support Document to which it is a
        party
        and will use all reasonable efforts to obtain any that may become necessary
        in
        the future.

       

      (c)    Comply
        with Laws. It
        will
        comply in all material respects with all applicable laws and orders to which
        it
        may be subject if failure so to comply would materially impair its ability
        to
        perform its obligations under this Agreement or any Credit Support Document
        to
        which it is a party.

       

      (d)    Tax
        Agreement. It
        will
        give notice of any failure of a representation made by it under Section 3(f)
        to
        be accurate and true promptly upon learning of such failure.

       

      (e)    Payment
        of Stamp Tax. Subject
        to Section 11, it will pay any Stamp Tax levied or imposed upon it or in
        respect
        of its execution or performance of this Agreement by a jurisdiction in which it
        is incorporated, organised, managed and controlled, or considered to have
        its
        seat, or in which a branch or office through which it is acting for the purpose
        of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify
        the
        other party against any Stamp Tax levied or imposed upon the other party
        or in
        respect of the other party's execution or performance of this Agreement by
        any
        such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
        respect to the other party.

       

      5.    Events
        of
        Default and Termination Events

       


      
        
          
          

        

        
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      (a)   Events
        of Default. The
        occurrence at any time with respect to a party or, if applicable, any Credit
        Support Provider of such party or any Specified Entity of such party of any
        of
        the following events constitutes an event of default (an "Event of Default")
        with respect to such party:-

       

      (i)    Failure
        to Pay or Deliver. Failure
        by the party to make, when due, any payment under this Agreement or delivery
        under Section 2(a)(i) or 2(e) required to be made by it if such failure is
        not
        remedied on or before the third Local Business Day after notice of such failure
        is given to the party;

       

      (ii)    Breach
        of Agreement.
        Failure
        by the party to comply with or perform any agreement or obligation (other
        than
        an obligation to make any payment under this Agreement or delivery under
        Section
        2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement
        or
        obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with
        or
        performed by the party in accordance with this Agreement if such failure
        is not
        remedied on or before the thirtieth day after notice of such failure is given
        to
        the party;

       

      (iii)   Credit
        Support Default.

       

      (1)    Failure
        by the party or any Credit Support Provider of such party to comply with
        or
        perform any agreement or obligation to be complied with or performed by it
        in
        accordance with any Credit Support Document if such failure is continuing
        after
        any applicable grace period has elapsed;

       

      (2)    the
        expiration or termination of such Credit Support Document or the failing
        or
        ceasing of such Credit Support Document to be in full force and effect for
        the
        purpose of this Agreement (in either case other than in accordance with its
        terms) prior to the satisfaction of all obligations of such party under each
        Transaction to which such Credit Support Document relates without the written
        consent of the other party; or

       

      (3)    the
        party
        or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
        in
        whole or in part, or challenges the validity of, such Credit Support
        Document;

       

      (iv)   Misrepresentation. A
        representation (other than a representation under Section 3(e) or (f)) made
        or
        repeated or deemed to have been made or repeated by the party or any Credit
        Support Provider of such party in this Agreement or any Credit Support Document
        proves to have been incorrect or misleading in any material respect when
        made or
        repeated or deemed to have been made or repeated;

       

      (v)   Default
        under Specified Transaction.
        The
        party, any Credit Support Provider of such party or any applicable Specified
        Entity of such party (1) defaults under a Specified Transaction and, after
        giving effect to any applicable notice requirement or grace period, there
        occurs
        a liquidation of, an acceleration of obligations under, or an early termination
        of, that Specified Transaction, (2) defaults, after giving effect to any
        applicable notice requirement or grace period, in making any payment or delivery
        due on the last payment, delivery or exchange date of, or any payment on
        early
        termination of, a Specified Transaction (or such default continues for at
        least
        three Local Business Days if there is no applicable notice requirement or
        grace
        period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or
        in
        part, a Specified Transaction (or such action is taken by any person or entity
        appointed or empowered to operate it or act on its behalf);

       


      
        
          
          

        

        
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      (vi)   Cross
        Default.  If
        "Cross
        Default" is specified in the Schedule as applying to the party, the occurrence
        or existence of (1) a default, event of default or other similar condition
        or
        event (however described) in respect of such party, any Credit Support Provider
        of such party or any applicable Specified Entity of such party under one
        or more
        agreements or instruments relating to Specified Indebtedness of any of them
        (individually or collectively) in an aggregate amount of not less than the
        applicable Threshold Amount (as specified in the Schedule) which has resulted
        in
        such Specified Indebtedness becoming, or becoming capable at such time of
        being
        declared, due and payable under such agreements or instruments, before it
        would
        otherwise have been due and payable or (2) a default by such party, such
        Credit
        Support Provider or such Specified Entity (individually or collectively)
        in
        making one or more payments on the due date thereof in an aggregate amount
        of
        not less than the applicable Threshold Amount under such agreements or
        instruments (after giving effect to any applicable notice requirement or
        grace
        period);

       

      (vii)   Bankruptcy. The
        party, any Credit Support Provider of such party or any applicable Specified
        Entity of such party:-

       

      (1)    is
        dissolved (other than pursuant to a consolidation, amalgamation or merger);
        (2)
        becomes insolvent or is unable to pay its debts or fails or admits in writing
        its inability generally to pay its debts as they become due; (3) makes a
        general
        assignment, arrangement or composition with or for the benefit of its creditors;
        (4) institutes or has instituted against it a proceeding seeking a judgment
        of
        insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
        law or other similar law affecting creditors' rights, or a petition is presented
        for its winding-up or liquidation, and, in the case of any such proceeding
        or
        petition instituted or presented against it, such proceeding or petition
        (A)
        results in a judgment of insolvency or bankruptcy or the entry of an order
        for
        relief or the making of an order for its winding-up or liquidation or (B)
        is not
        dismissed, discharged, stayed or restrained in each case within 30 days of
        the
        institution or presentation thereof; (5) has a resolution passed for its
        winding-up, official management or liquidation (other than pursuant to a
        consolidation, amalgamation or merger); (6) seeks or becomes subject to the
        appointment of an administrator, provisional liquidator, conservator, receiver,
        trustee, custodian or other similar official for it or for all or substantially
        all its assets; (7) has a secured party take possession of all or substantially
        all its assets or has a distress, execution, attachment, sequestration or
        other
        legal process levied, enforced or sued on or against all or substantially
        all
        its assets and such secured party maintains possession, or any such process
        is
        not dismissed, discharged, stayed or restrained, in each case within 30 days
        thereafter; (8) causes or is subject to any event with respect to it which,
        under the applicable laws of any jurisdiction, has an analogous effect to
        any of
        the events specified in clauses (1) to (7) (inclusive); or (9) takes any
        action
        in furtherance of, or indicating its consent to, approval of, or acquiescence
        in, any of the foregoing acts; or

       

      (viii)       
        Merger
        Without Assumption. The
        party
        or any Credit Support Provider of such party consolidates or amalgamates
        with,
        or merges with or into, or transfers all or substantially all its assets
        to,
        another entity and, at the time of such consolidation, amalgamation, merger
        or
        transfer:-

       


      
        
          
          

        

        
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      (1)    the
        resulting, surviving or transferee entity fails to assume all the obligations
        of
        such party or such Credit Support Provider under this Agreement or any Credit
        Support Document to which it or its predecessor was a party by operation
        of law
        or pursuant to an agreement reasonably satisfactory to the other party to
        this
        Agreement; or

       

      (2)    the
        benefits of any Credit Support Document fail to extend (without the consent
        of
        the other party) to the performance by such resulting, surviving or transferee
        entity of its obligations under this Agreement.

       

      (b)   Termination
        Events. The
        occurrence at any time with respect to a party or, if applicable, any Credit
        Support Provider of such party or any Specified Entity of such party of any
        event specified below constitutes an Illegality if the event is specified
        in (i)
        below, a Tax Event if the event is specified in (ii) below or a Tax Event
        Upon
        Merger if the event is specified in (iii) below, and, if specified to be
        applicable, a Credit Event Upon Merger if the event is specified pursuant
        to
        (iv) below or an Additional Termination Event if the event is specified pursuant
        to (v) below:-

       

      (i)   Illegality. Due
        to
        the adoption of, or any change in, any applicable law after the date on which
        a
        Transaction is entered into, or due to the promulgation of, or any change
        in,
        the interpretation by any court, tribunal or regulatory authority with competent
        jurisdiction of any applicable law after such date, it becomes unlawful (other
        than as a result of a breach by the party of Section 4(b)) for such party
        (which
        will be the Affected Party):-

       

      (1)    to
        perform any absolute or contingent obligation to make a payment or delivery
        or
        to receive a payment or delivery in respect of such Transaction or to comply
        with any other material provision of this Agreement relating to such
        Transaction; or

       

      (2)    to
        perform, or for any Credit Support Provider of such party to perform, any
        contingent or other obligation which the party (or such Credit Support Provider)
        has under any Credit Support Document relating to such Transaction;

       

      (ii)    Tax
        Event.
        Due to
        (x) any action taken by a taxing authority, or brought in a court of competent
        jurisdiction, on or after the date on which a Transaction is entered into
        (regardless of whether such action is taken or brought with respect to a
        party
        to this Agreement) or (y) a Change in Tax Law, the party (which will be the
        Affected Party) will, or there is a substantial likelihood that it will,
        on the
        next succeeding Scheduled Payment Date (1) be required to pay to the other
        party
        an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
        (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
        receive a payment from which an amount is required to be deducted or withheld
        for or on account of a Tax (except in respect of interest under Section 2(e),
        6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
        of
        such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
        or (B));

       

      (iii)    Tax
        Event Upon Merger. The
        party
        (the "Burdened Party") on the next succeeding Scheduled Payment Date will
        either
        (1) be required to pay an additional amount in respect of an Indemnifiable
        Tax
        under Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
        6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been
        deducted or withheld for or on account of any Indemnifiable Tax in respect
        of
        which the other party is not required to pay an additional amount (other
        than by
        reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
        party
        consolidating or amalgamating with, or merging with or into, or transferring
        all
        or substantially all its assets to, another entity (which will be the Affected
        Party) where such action does not constitute an event described in Section
        5(a)(viii);

       


      
        
          
          

        

        
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      (iv)   Credit
        Event Upon Merger.
        If
        "Credit Event Upon Merger" is specified in the Schedule as applying to the
        party, such party ("X"), any Credit Support Provider of X or any applicable
        Specified Entity of X consolidates or amalgamates with, or merges with or
        into,
        or transfers all or substantially all its assets to, another entity and such
        action does not constitute an event described in Section 5(a)(viii) but the
        creditworthiness of the resulting, surviving or transferee entity is materially
        weaker than that of X, such Credit Support Provider or such Specified Entity,
        as
        the case may be, immediately prior to such action (and, in such event, X
        or its
        successor or transferee, as appropriate, will be the Affected Party);
        or

       

      (v)    Additional
        Termination Event. If
        any
        "Additional Termination Event" is specified in the Schedule or any Confirmation
        as applying, the occurrence of such event (and, in such event, the Affected
        Party or Affected Parties shall be as specified for such Additional Termination
        Event in the Schedule or such Confirmation).

       

      (c)   Event
        of Default and Illegality.  If
        an
        event or circumstance which would otherwise constitute or give rise to an
        Event
        of Default also constitutes an Illegality, it will be treated as an Illegality
        and will not constitute an Event of Default.

       

      6.    Early
        Termination

       

      (a)   Right
        to Terminate Following Event of
        Default. If
        at any
        time an Event of Default with respect to a party (the "Defaulting Party")
        has
        occurred and is then continuing, the other party (the "Non-defaulting Party")
        may, by not more than 20 days notice to the Defaulting Party specifying the
        relevant Event of Default, designate a day not earlier than the day such
        notice
        is effective as an Early Termination Date in respect of all outstanding
        Transactions. If, however, "Automatic Early Termination" is specified in
        the
        Schedule as applying to a party, then an Early Termination Date in respect
        of
        all outstanding Transactions will occur immediately upon the occurrence with
        respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
        (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
        immediately preceding the institution of the relevant proceeding or the
        presentation of the relevant petition upon the occurrence with respect to
        such
        party of an Event of Default specified in Section 5(a)(vii)(4) or, to the
        extent
        analogous thereto, (8).

       

      (b)    Right
        to
        Terminate Following Termination Event.

       

      (i)            
        Notice.
         If
        a
        Termination Event occurs, an Affected Party will, promptly upon becoming
        aware
        of it, notify the other party, specifying the nature of that Termination
        Event
        and each Affected Transaction and will also give such other information about
        that Termination Event as the other party may reasonably require.

       

      (ii)            Transfer
        to Avoid Termination Event. If
        either
        an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is
        only
        one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
        Party
        is the Affected Party, the Affected Party will, as a condition to its right
        to
        designate an Early Termination Date under Section 6(b)(iv), use all reasonable
        efforts (which will not require such party to incur a loss, excluding
        immaterial, incidental expenses) to transfer within 20 days after it gives
        notice under Section 6(b)(i) all its rights and obligations under this Agreement
        in respect of the Affected Transactions to another of its Offices or Affiliates
        so that such Termination Event ceases to exist.

       


      
        
          
          

        

        
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      If
        the
        Affected Party is not able to make such a transfer it will give notice to
        the
        other party to that effect within such 20 day period, whereupon the other
        party
        may effect such a transfer within 30 days after the notice is given under
        Section 6(b)(i).

       

      Any
        such
        transfer by a party under this Section 6(b)(ii) will be subject to and
        conditional upon the prior written consent of the other party, which consent
        will not be withheld if such other party's policies in effect at such time
        would
        permit it to enter into transactions with the transferee on the terms
        proposed.

       

      (iii)   Two
        Affected Parties.
        If
        an
        Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
        Affected Parties, each party will use all reasonable efforts to reach agreement
        within 30 days after notice thereof is given under Section 6(b)(i) on action
        to
        avoid that Termination Event.

       

      (iv)   Right
        to Terminate. If:-

       

      (1)    a
        transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii),
        as the
        case may be, has not been effected with respect to all Affected Transactions
        within 30 days after an Affected Party gives notice under Section 6(b)(i);
        or

       

      (2)    an
        Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
        Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
        Party is not the Affected Party,

       

      either
        party in the case of an Illegality, the Burdened Party in the case of a Tax
        Event Upon Merger, any Affected Party in the case of a Tax Event or an
        Additional Termination Event if there is more than one Affected Party, or
        the
        party which is not the Affected Party in the case of a Credit Event Upon
        Merger
        or an Additional Termination Event if there is only one Affected Party may,
        by
        not more than 20 days notice to the other party and provided that the relevant
        Termination Event is then continuing, designate a day not earlier than the
        day
        such notice is effective as an Early Termination Date in respect of all Affected
        Transactions.

       

      (c)   Effect
        of Designation.

       

      (i)    If
        notice
        designating an Early Termination Date is given under Section 6(a) or (b),
        the
        Early Termination Date will occur on the date so designated, whether or not
        the
        relevant Event of Default or Termination Event is then continuing.

       

      (ii)    Upon
        the
        occurrence or effective designation of an Early Termination Date, no further
        payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
        Terminated Transactions will be required to be made, but without prejudice
        to
        the other provisions of this Agreement. The amount, if any, payable in respect
        of an Early Termination Date shall be determined pursuant to Section
        6(e).

       

      (d)   Calculations.

       

      (i)    Statement. On
        or as
        soon as reasonably practicable following the occurrence of an Early Termination
        Date, each party will make the calculations on its part, if any, contemplated
        by
        Section 6(e) and will provide to the other party a statement (1) showing,
        in
        reasonable detail, such calculations (including all relevant quotations and
        specifying any amount payable under Section 6(e)) and (2) giving details
        of the
        relevant account to which any amount payable to it is to be paid. In the
        absence
        of written confirmation from the source of a quotation obtained in determining
        a
        Market Quotation, the records of the party obtaining such quotation will
        be
        conclusive evidence of the existence and accuracy of such
        quotation.

       


      
        
          
          

        

        
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      (ii)    Payment
        Date.
        An
        amount
        calculated as being due in respect of any Early Termination Date under Section
        6(e) will be payable on the day that notice of the amount payable is effective
        (in the case of an Early Termination Date which is designated or occurs as
        a
        result of an Event of Default) and on the day which is two Local Business
        Days
        after the day on which notice of the amount payable is effective (in the
        case of
        an Early Termination Date which is designated as a result of a Termination
        Event). Such amount will be paid together with (to the extent permitted under
        applicable law) interest thereon (before as well as after judgment) in the
        Termination Currency, from (and including) the relevant Early Termination
        Date
        to (but excluding) the date such amount is paid, at the Applicable Rate.
        Such
        interest will be calculated on the basis of daily compounding and the actual
        number of days elapsed.

       

      (e)   Payments
        on Early Termination.  If
        an
        Early Termination Date occurs, the following provisions shall apply based
        on the
        parties' election in the Schedule of a payment measure, either "Market
        Quotation" or "Loss", and a payment method, either the "First Method" or
        the
        "Second Method". If the parties fail to designate a payment measure or payment
        method in the Schedule, it will be deemed that "Market Quotation" or the
        "Second
        Method", as the case may be, shall apply. The amount, if any, payable in
        respect
        of an Early Termination Date and determined pursuant to this Section will
        be
        subject to any Set-off.

       

      (i)   Events
        of Default. If
        the
        Early Termination Date results from an Event of Default:-

       

      (1)    First
        Method and Market Quotation.
        If the
        First Method and Market Quotation apply, the Defaulting Party will pay to
        the
        Non-defaulting Party the excess, if a positive number, of (A) the sum of
        the
        Settlement Amount (determined by the Non-defaulting Party) in respect of
        the
        Terminated Transactions and the Termination Currency Equivalent of the Unpaid
        Amounts owing to the Non-defaulting Party over (B) the Termination Currency
        Equivalent of the Unpaid Amounts owing to the Defaulting Party.

       

      (2)    First
        Method and Loss. If
        the
        First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
        Party, if a positive number, the Non-defaulting Party's Loss in respect of
        this
        Agreement.

       

      (3)    Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, an amount will be payable equal
        to (A)
        the sum of the Settlement Amount (determined by the Non-defaulting Party)
        in
        respect of the Terminated Transactions and the Termination Currency Equivalent
        of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
        Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.
        If that
        amount is a positive number, the Defaulting Party will pay it to the
        Non-Defaulting Party; if it is a negative number, the Non-defaulting Party
        will
        pay the absolute value of that amount to the Defaulting Party.

       

      (4)    Second
        Method and Loss.
        If the
        Second Method and Loss apply, an amount will be payable equal to the
        Non-defaulting Party's Loss in respect of this Agreement. If that amount
        is a
        positive number, the Defaulting Party will pay it to the Non-defaulting Party;
        if it is a negative number, the Non-defaulting Party will pay the absolute
        value
        of that amount to the Defaulting Party.

       


      
        
          
          

        

        
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      (ii)   Termination
        Events.
        If the
        Early Termination Date results from a Termination Event:-

       

      (1)    One
        Affected Party. If
        there
        is one Affected Party, the amount payable will be determined in accordance
        with
        Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if
        Loss
        applies, except that, in either case, references to the Defaulting Party
        and to
        the Non-defaulting Party will be deemed to be references to the Affected
        Party
        and the party which is not the Affected Party, respectively, and, if Loss
        applies and fewer than all the Transactions are being terminated, Loss shall be
        calculated in respect of all Terminated Transactions.

       

      (2)    Two
        Affected Parties. If
        there
        are two Affected Parties:-

       

      (A)    if
        Market
        Quotation applies, each party will determine a Settlement Amount in respect
        of
        the Terminated Transactions, and an amount will be payable equal to (I) the
        sum
        of (a) one-half of the difference between the Settlement Amount of the party
        with the higher Settlement Amount ("X") and the Settlement Amount of the
        party
        with the lower Settlement Amount ("Y") and (b) the Termination Currency
        Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
        Equivalent of the Unpaid Amounts owing to Y; and

       

      (B)    if
        Loss
        applies, each party will determine its Loss in respect of this Agreement
        (or, if
        fewer than all the Transactions are being terminated, in respect of all
        Terminated Transactions) and an amount will be payable equal to one-half
        of the
        difference between the Loss of the party with the higher Loss ("X") and the
        Loss
        of the party with the lower Loss ("Y").

       

      If
        the
        amount payable is a positive number, Y will pay it to X; if it is a negative
        number, X will pay the absolute value of that amount to Y.

       

      (iii)    Adjustment
        for Bankruptcy. In
        circumstances where an Early Termination Date occurs because "Automatic Early
        Termination" applies in respect of a party, the amount determined under this
        Section 6(e) will be subject to such adjustments as are appropriate and
        permitted by law to reflect any payments or deliveries made by one party
        to the
        other under this Agreement (and retained by such other party) during the
        period
        from the relevant Early Termination Date to the date for payment determined
        under Section 6(d)(ii).

       

      (iv)    Pre-Estimate.
        The parties agree that if Market Quotation applies an amount recoverable
        under
        this Section 6(e) is a reasonable pre-estimate of loss and not a penalty.
        Such
        amount is payable for the loss of bargain and the loss of protection against
        future risks and except as otherwise provided in this Agreement neither party
        will be entitled to recover any additional damages as a consequence of such
        losses.

       

      7.    Transfer

       

      Subject
        to Section 6(b)(ii), neither this Agreement nor any interest or obligation
        in or
        under this Agreement may be transferred (whether by way of security or
        otherwise) by either party without the prior written consent of the other
        party,
        except that:-

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      (a)    a
        party
        may make such a transfer of this Agreement pursuant to a consolidation or
        amalgamation with, or merger with or into, or transfer of all or substantially
        all its assets to, another entity (but without prejudice to any other right
        or
        remedy under this Agreement); and

       

      (b)    a
        party
        may make such a transfer of all or any part of its interest in any amount
        payable to it from a Defaulting Party under Section 6(e).

       

      Any
        purported transfer that is not in compliance with this Section will be
        void.

       

      8.    Contractual
        Currency

       

      (a)   Payment
        in the Contractual Currency. Each
        payment under this Agreement will be made in the relevant currency specified
        in
        this Agreement for that payment (the "Contractual Currency"). To the extent
        permitted by applicable law, any obligation to make payments under this
        Agreement in the Contractual Currency will not be discharged or satisfied
        by any
        tender in any currency other than the Contractual Currency, except to the
        extent
        such tender results in the actual receipt by the party to which payment is
        owed,
        acting in a reasonable manner and in good faith in converting the currency
        so
        tendered into the Contractual Currency, of the full amount in the Contractual
        Currency of all amounts payable in respect of this Agreement. If for any
        reason
        the amount in the Contractual Currency so received falls short of the amount
        in
        the Contractual Currency payable in respect of this Agreement, the party
        required to make the payment will, to the extent permitted by applicable
        law,
        immediately pay such additional amount in the Contractual Currency as may
        be
        necessary to compensate for the shortfall. If for any reason the amount in
        the
        Contractual Currency so received exceeds the amount in the Contractual Currency
        payable in respect of this Agreement, the party receiving the payment will
        refund promptly the amount of such excess.

       

      (b)   Judgments.
        To
        the
        extent permitted by applicable law, if any judgment or order expressed in
        a
        currency other than the Contractual Currency is rendered (i) for the payment
        of
        any amount owing in respect of this Agreement, (ii) for the payment of any
        amount relating to any early termination in respect of this Agreement or
        (iii)
        in respect of a judgment or order of another court for the payment of any
        amount
        described in (i) or (ii) above, the party seeking recovery, after recovery
        in
        full of the aggregate amount to which such party is entitled pursuant to
        the
        judgment or order, will be entitled to receive immediately from the other
        party
        the amount of any shortfall of the Contractual Currency received by such
        party
        as a consequence of sums paid in such other currency and will refund promptly
        to
        the other party any excess of the Contractual Currency received by such party
        as
        a consequence of sums paid in such other currency if such shortfall or such
        excess arises or results from any variation between the rate of exchange
        at
        which the Contractual Currency is converted into the currency of the judgment
        or
        order for the purposes of such judgment or order and the rate of exchange
        at
        which such party is able, acting in a reasonable manner and in good faith
        in
        converting the currency received into the Contractual Currency, to purchase
        the
        Contractual Currency with the amount of the currency of the judgment or order
        actually received by such party. The term "rate of exchange" includes, without
        limitation, any premiums and costs of exchange payable in connection with
        the
        purchase of or conversion into the Contractual Currency.

       

      (c)   Separate
        Indemnities. To
        the
        extent permitted by applicable law, these indemnities constitute separate
        and
        independent obligations from the other obligations in this Agreement, will
        be
        enforceable as separate and independent causes of action, will apply
        notwithstanding any indulgence granted by the party to which any payment
        is owed
        and will not be affected by judgment being obtained or claim or proof being
        made
        for any other sums payable in respect of this Agreement.

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      (d)   Evidence
        of Loss. For
        the
        purpose of this Section 8, it will be sufficient for a party to demonstrate
        that
        it would have suffered a loss had an actual exchange or purchase been
        made.

       

      9.    Miscellaneous

       

      (a)   Entire Agreement. This
        Agreement constitutes the entire agreement and understanding of the parties
        with
        respect to its subject matter and supersedes all oral communication and prior
        writings with respect thereto.

       

      (b)   Amendments. No
        amendment, modification or waiver in respect of this Agreement will be effective
        unless in writing (including a writing evidenced by a facsimile transmission)
        and executed by each of the parties or confirmed by an exchange of telexes
        or
        electronic messages on an electronic messaging system.

       

      (c)   Survival
        of Obligations.
        Without
        prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
        under this Agreement will survive the termination of any
        Transaction.

       

      (d)   Remedies
        Cumulative. Except
        as
        provided in this Agreement, the rights, powers, remedies and privileges provided
        in this Agreement are cumulative and not exclusive of any rights, powers,
        remedies and privileges provided by law.

       

      (e)   Counterparts and
        Confirmations.

       

      (i)    This
        Agreement (and each amendment, modification and waiver in respect of it)
        may be
        executed and delivered in counterparts (including by facsimile transmission),
        each of which will be deemed an original.

       

      (ii)    The
        parties intend that they are legally bound by the terms of each Transaction
        from
        the moment they agree to those terms (whether orally or otherwise). A
        Confirmation shall be entered into as soon as practicable and may be executed
        and delivered in counterparts (including by facsimile transmission) or be
        created by an exchange of telexes or by an exchange of electronic messages
        on an
        electronic messaging system, which in each case will be sufficient for all
        purposes to evidence a binding supplement to this Agreement. The parties
        will
        specify therein or through another effective means that any such counterpart,
        telex or electronic message constitutes a Confirmation.

       

      (f)    No
        Waiver of Rights. A
        failure
        or delay in exercising any right, power or privilege in respect of this
        Agreement will not be presumed to operate as a waiver, and a single or partial
        exercise of any right, power or privilege will not be presumed to preclude
        any
        subsequent or further exercise, of that right, power or privilege or the
        exercise of any other right, power or privilege.

       

      (g)    Headings. The
        headings used in this Agreement are for convenience of reference only and
        are
        not to affect the construction of or to be taken into consideration in
        interpreting this Agreement.

       

      10.        
        Offices; Multibranch Parties

       

      (a)    If
        Section 10(a)
        is
        specified in the Schedule as applying, each party that enters into a Transaction
        through an Office other than its head or home office represents to the other
        party that, notwithstanding the place of booking office or jurisdiction of
        incorporation or organisation of such party, the obligations of such party
        are
        the same as if it had entered into the Transaction through its head or home
        office. This representation will be deemed to be repeated by such party on
        each
        date on which a Transaction is entered into.

       


      
        
          
          

        

        
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      (b)    Neither
        party may change the Office through which it makes and receives payments
        or
        deliveries for the purpose of a Transaction without the prior written consent
        of
        the other party.

       

      (c)    If
        a
        party is specified as a Multibranch Party in the Schedule, such Multibranch
        Party may make and receive payments or deliveries under any Transaction through
        any Office listed in the Schedule, and the Office through which it makes
        and
        receives payments or deliveries with respect to a Transaction will be specified
        in the relevant Confirmation.

       

      11.   Expenses

       

      A
        Defaulting Party will, on demand, indemnify and hold harmless the other party
        for and against all reasonable out-of-pocket expenses, including legal fees
        and
        Stamp Tax, incurred by such other party by reason of the enforcement and
        protection of its rights under this Agreement or any Credit Support Document
        to
        which the Defaulting Party is a party or by reason of the early termination
        of
        any Transaction, including, but not limited to, costs of
        collection.

       

      12.         
        Notices

       

      (a)    Effectiveness. Any
        notice or other communication in respect of this Agreement may be given in
        any
        manner set forth below (except that a notice or other communication under
        Section 5 or 6 may not be given by facsimile transmission or electronic
        messaging system) to the address or number or in accordance with the electronic
        messaging system details provided (see the Schedule) and will be deemed
        effective as indicated:-

       

      (i)    if
        in
        writing and delivered in person or by courier, on the date it is
        delivered;

       

      (ii)    if
        sent
        by telex, on the date the recipient's answerback is received;

       

      (iii)    if
        sent
        by facsimile transmission, on the date that transmission is received by a
        responsible employee of the recipient in legible form (it being agreed that
        the
        burden of proving receipt will be on the sender and will not be met by a
        transmission report generated by the sender's facsimile machine);

       

      (iv)    if
        sent
        by certified or registered mail (airmail, if overseas) or the equivalent
        (return
        receipt requested), on the date that mail is delivered or its delivery is
        attempted; or

       

      (v)    if
        sent
        by electronic messaging system, on the date that electronic message is
        received,

       

      unless
        the date of that delivery (or attempted delivery) or that receipt, as
        applicable, is not a Local Business Day or that communication is delivered
        (or
        attempted) or received, as applicable, after the close of business on a Local
        Business Day, in which case that communication shall be deemed given and
        effective on the first following day that is a Local Business Day.

       

      (b)    Change
        of Addresses.
        Either
        party may by notice to the other change the address, telex or facsimile number
        or electronic messaging system details at which notices or other communications
        are to be given to it.

       

      13.   Governing
        Law and
        Jurisdiction

       


      
        
          
          

        

        
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      (a)    Governing
        Law. This
        Agreement will he governed by and construed in accordance with the law specified
        in the Schedule.

       

      (b)    Jurisdiction.
        With
        respect to any suit, action or proceedings relating to this Agreement
        ("Proceedings"), each party irrevocably:-

       

      (i)    submits
        to the jurisdiction of the English courts, if this Agreement is expressed
        to be
        governed by English law, or to the non-exclusive jurisdiction of the courts
        of
        the State of New York and the United States District Court located in the
        Borough of Manhattan in New York City, if this Agreement is expressed to
        be
        governed by the laws of the State of New York; and

       

      (ii)    waives
        any objection which it may have at any time to the laying of venue of any
        Proceedings brought in any such court, waives any claim that such Proceedings
        have been brought in an inconvenient forum and further waives the right to
        object, with respect to such Proceedings, that such court does not have any
        jurisdiction over such party.

       

      Nothing
        in this Agreement precludes either party from bringing Proceedings in any
        other
        jurisdiction (outside, if this Agreement is expressed to be governed by English
        law, the Contracting States, as defined in Section 1(3) of the Civil
        Jurisdiction and Judgments Act 1982 or any modification, extension or
        re-enactment thereof for the time being in force) nor will the bringing of
        Proceedings in any one or more jurisdictions preclude the bringing of
        Proceedings in any other jurisdiction.

       

      (c)    Service
        of Process. Each
        party irrevocably appoints the Process Agent (if any) specified opposite
        its
        name in the Schedule to receive, for it and on its behalf, service of process
        in
        any Proceedings. If for any reason any party's Process Agent is unable to
        act as
        such, such party will promptly notify the other party and within 30 days
        appoint
        a substitute process agent acceptable to the other party. The parties
        irrevocably consent to service of process given in the manner provided for
        notices in Section 12. Nothing in this Agreement will affect the right of
        either
        party to serve process in any other manner permitted by law.

       

      (d)    Waiver
        of Immunities. Each
        party irrevocably waives, to the fullest extent permitted by applicable law,
        with respect to itself and its revenues and assets (irrespective of their
        use or
        intended use), all immunity on the grounds of sovereignty or other similar
        grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
        of
        injunction, order for specific performance or for recovery of property, (iv)
        attachment of its assets (whether before or after judgment) and (v) execution
        or
        enforcement of any judgment to which it or its revenues or assets might
        otherwise be entitled in any Proceedings in the courts of any jurisdiction
        and
        irrevocably agrees, to the extent permitted by applicable law, that it will
        not
        claim any such immunity in any Proceedings.

       

      14.   Definitions

       

      As
        used
        in this Agreement:-

       

      "Additional
        Termination Event" has
        the
        meaning specified in Section 5(b).

       

      "Affected
        Party" has
        the
        meaning specified in Section 5(b).

       

      "Affected
        Transactions" means
        (a)
        with respect to any Termination Event consisting of an Illegality, Tax Event
        or
        Tax Event Upon Merger, all Transactions affected by the occurrence of such
        Termination Event and (b) with respect to any other Termination Event, all
        Transactions.

       


      
        
          
          

        

        
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      "Affiliate" means,
        subject to the Schedule, in relation to any person, any entity controlled,
        directly or indirectly, by the person, any entity that controls, directly
        or
        indirectly, the person or any entity directly or indirectly under common
        control
        with the person. For this purpose, "control" of any entity or person means
        ownership of a majority of the voting power of the entity or
        person.

       

      "Applicable
        Rate" means:-

       

      (a)    in
        respect of obligations payable or deliverable (or which would have been but
        for
        Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

       

      (b)    in
        respect of an obligation to pay an amount under Section 6(e) of either party
        from and after the date (determined in accordance with Section 6(d)(ii))
        on
        which that amount is payable, the Default Rate;

       

      (c)    in
        respect of all other obligations payable or deliverable (or which would have
        been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
        Rate;
        and

       

      (d)    in
        all
        other cases, the Termination Rate.

       

      "Burdened
        Party" has
        the
        meaning specified in Section 5(b).

       

      "Change
        in Tax Law" means
        the
        enactment, promulgation, execution or ratification of, or any change in or
        amendment to, any law (or in the application or official interpretation of
        any
        law) that occurs on or after the date on which the relevant Transaction is
        entered into.

       

      "consent"
        includes
        a consent, approval, action, authorisation, exemption, notice,
        filing, registration
        or exchange control consent.

       

      "Credit
        Event Upon Merger" has
        the
        meaning specified in Section 5(b).

       

      "Credit
        Support Document" means
        any
        agreement or instrument that is specified as such in this
        Agreement.

       

      "Credit
        Support Provider" has
        the
        meaning specified in the Schedule.

       

      "Default
        Rate" means
        a
        rate per annum equal to the cost (without proof or evidence of any actual
        cost)
        to the relevant payee (as certified by it) if it were to fund or of funding
        the
        relevant amount plus 1% per annum.

       

      "Defaulting
        Party" has
        the
        meaning specified in Section 6(a).

       

      "Early
        Termination Date"
        means
        the date determined in accordance with Section 6(a) or 6(b)(iv).

       

      "Event
        of Default" has
        the
        meaning specified in Section 5(a) and, if applicable, in the
        Schedule.

       

      "Illegality"
        has
        the
        meaning specified in Section 5(b).

       

      "Indemnifiable
        Tax"
        means
        any Tax other than a Tax that would not be imposed in respect of a payment
        under
        this Agreement but for a present or former connection between the jurisdiction
        of the government or taxation authority imposing such Tax and the recipient
        of
        such payment or a person related to such recipient (including, without
        limitation, a connection arising from such recipient or related person being
        or
        having been a citizen or resident of such jurisdiction, or being or having
        been
        organised, present or engaged in a trade or business in such jurisdiction,
        or
        having or having had a permanent establishment or fixed place of business
        in
        such jurisdiction, but excluding a connection arising solely from such recipient
        or related person having executed, delivered, performed its obligations or
        received a payment under, or enforced, this Agreement or a Credit Support
        Document).

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      "law" includes
        any treaty, law, rule or regulation (as modified, in the case of tax matters,
        by
        the practice of any relevant governmental revenue authority) and "lawful"
        and
"unlawful" will
        be
        construed accordingly.

       

      "Local
        Business Day" means,
        subject to the Schedule, a day on which commercial banks are open for business
        (including dealings in foreign exchange and foreign currency deposits) (a)
        in
        relation to any obligation under Section 2(a)(i), in the place(s) specified
        in
        the relevant Confirmation or, if not so specified, as otherwise agreed by
        the
        parties in writing or determined pursuant to provisions contained, or
        incorporated by reference, in this Agreement, (b) in relation to any other
        payment, in the place where the relevant account is located and, if different,
        in the principal financial centre, if any, of the currency of such payment,
        (c)
        in relation to any notice or other communication, including notice contemplated
        under Section 5(a)(i), in the city specified in the address for notice provided
        by the recipient and, in the case of a notice contemplated by Section 2(b),
        in
        the place where the relevant new account is to be located and (d) in relation
        to
        Section 5(a)(v)(2), in the relevant locations for performance with respect
        to
        such Specified Transaction.

       

      "Loss" means,
        with respect to this Agreement or one or more Terminated Transactions, as
        the
        case may be, and a party, the Termination Currency Equivalent of an amount
        that
        party reasonably determines in good faith to be its total losses and costs
        (or
        gain, in which case expressed as a negative number) in connection with this
        Agreement or that Terminated Transaction or group of Terminated Transactions,
        as
        the case may be, including any loss of bargain, cost of funding or, at the
        election of such party but without duplication, loss or cost incurred as
        a
        result of its terminating, liquidating, obtaining or reestablishing any hedge
        or
        related trading position (or any gain resulting from any of them). Loss includes
        losses and costs (or gains) in respect of any payment or delivery required
        to
        have been made (assuming satisfaction of each applicable condition precedent)
        on
        or before the relevant Early Termination Date and not made, except, so as
        to
        avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
        Loss
        does not include a party's legal fees and out-of-pocket expenses referred
        to
        under Section 11. A party will determine its Loss as of the relevant Early
        Termination Date, or, if that is not reasonably practicable, as of the earliest
        date thereafter as is reasonably practicable. A party may (but need not)
        determine its Loss by reference to quotations of relevant rates or prices
        from
        one or more leading dealers in the relevant markets.

       

      "Market
        Quotation" means,
        with respect to one or more Terminated Transactions and a party making the
        determination, an amount determined on the basis of quotations from Reference
        Market-makers. Each quotation will be for an amount, if any, that would be
        paid
        to such party (expressed as a negative number) or by such party (expressed
        as a
        positive number) in consideration of an agreement between such party (taking
        into account any existing Credit Support Document with respect to the
        obligations of such party) and the quoting Reference Market-maker to enter
        into
        a transaction (the "Replacement Transaction") that would have the effect
        of
        preserving for such party the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that date. For this purpose, Unpaid
        Amounts in respect of the Terminated Transaction or group of Terminated
        Transactions are to be excluded but, without limitation, any payment or delivery
        that would, but for the relevant Early Termination Date, have been required
        (assuming satisfaction of each applicable condition precedent) after that
        Early
        Termination Date is to be included. The Replacement Transaction would be
        subject
        to such documentation as such party and the Reference Market-maker may, in
        good
        faith, agree. The party making the determination (or its agent) will request
        each Reference Market-maker to provide its quotation to the extent reasonably
        practicable as of the same day and time (without regard to different time
        zones)
        on or as soon as reasonably practicable after the relevant Early Termination
        Date. The day and time as of which those quotations are to be obtained will
        be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If more than three quotations are provided, the Market Quotation will
        be
        the arithmetic mean of the quotations, without regard to the quotations having
        the highest and lowest values. If exactly three such quotations are provided,
        the Market Quotation will be the quotation remaining after disregarding the
        highest and lowest quotations. For this purpose, if more than one quotation
        has
        the same highest value or lowest value, then one of such quotations shall
        be
        disregarded. If fewer than three quotations are provided, it will be deemed
        that
        the Market Quotation in respect of such Terminated Transaction or group of
        Terminated Transactions cannot be determined.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      "Non-default
        Rate" means
        a
        rate per annum equal to the cost (without proof or evidence of any actual
        cost)
        to the Non-defaulting Party (as certified by it) if it were to fund the relevant
        amount.

       

      "Non-defaulting
        Party" has
        the
        meaning specified in Section 6(a).

       

      "Office" means
        a
        branch or office of a party, which may be such party's head or home
        office.

       

      "Potential
        Event of Default" means
        any
        event which, with the giving of notice or the lapse of time or both, would
        constitute an Event of Default.

       

      "Reference
        Market-makers" means
        four leading dealers in the relevant market selected by the party determining
        a
        Market Quotation in good faith (a) from among dealers of the highest credit
        standing which satisfy all the criteria that such party applies generally
        at the
        time in deciding whether to offer or to make an extension of credit and (b)
        to
        the extent practicable, from among such dealers having an office in the same
        city.

       

      "Relevant
        Jurisdiction" means,
        with respect to a party, the jurisdictions (a) in which the party is
        incorporated, organised, managed and controlled or considered to have its
        seat,
        (b) where an Office through which the party is acting for purposes of this
        Agreement is located, (c) in which the party executes this Agreement and
        (d) in
        relation to any payment, from or through which such payment is
        made.

       

      "Scheduled
        Payment Date" means
        a
        date on which a payment or delivery is to be made under Section 2(a)(i) with
        respect to a Transaction.

       

      "Set-off"
        means
        set-off, offset, combination of accounts, right of retention or withholding
        or
        similar right or requirement to which the payer of an amount under Section
        6 is
        entitled or subject (whether arising under this Agreement, another contract,
        applicable law or otherwise) that is exercised by, or imposed on, such
        payer.

       

      "Settlement
        Amount" means,
        with respect to a party and any Early Termination Date, the sum
        of:-

       

      (a)    the
        Termination Currency Equivalent of the Market Quotations (whether positive
        or
        negative) for each Terminated Transaction or group of Terminated Transactions
        for which a Market Quotation is determined; and

       

      (b)    such
        party's Loss (whether positive or negative and without reference to any Unpaid
        Amounts) for each Terminated Transaction or group of Terminated Transactions
        for
        which a Market Quotation cannot be determined or would not (in the reasonable
        belief of the party making the determination) produce a commercially reasonable
        result.

       

      "Specified
        Entity" has
        the
        meaning specified in the Schedule.

       

      "Specified
        Indebtedness" means,
        subject to the Schedule, any obligation (whether present or future, contingent
        or otherwise, as principal or surety or otherwise) in respect of borrowed
        money.

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      "Specified
        Transaction"
        means, subject
        to the Schedule, (a) any transaction (including an agreement with respect
        thereto) now existing or hereafter entered into between one party to this
        Agreement (or any Credit Support Provider of such party or any applicable
        Specified Entity of such party) and the other party to this Agreement (or
        any
        Credit Support Provider of such other party or any applicable Specified Entity
        of such other party) which is a rate swap transaction, basis swap, forward
        rate
        transaction, commodity swap, commodity option, equity or equity index swap,
        equity or equity index option, bond option, interest rate option, foreign
        exchange transaction, cap transaction, floor transaction, collar transaction,
        currency swap transaction, cross-currency rate swap transaction, currency
        option
        or any other similar transaction (including any option with respect to any
        of
        these transactions), (b) any combination of these transactions and (c) any
        other
        transaction identified as a Specified Transaction in this Agreement or the
        relevant confirmation.

       

      "Stamp
        Tax" means
        any
        stamp, registration, documentation or similar tax.

       

      "Tax"
        means
        any
        present or future tax, levy, impost, duty, charge, assessment or fee of any
        nature (including interest, penalties and additions thereto) that is imposed
        by
        any government or other taxing authority in respect of any payment under
        this
        Agreement other than a stamp, registration, documentation or similar
        tax.

       

      "Tax
        Event" has
        the
        meaning specified in Section 5(b).

       

      "Tax Event
        Upon Merger" has
        the
        meaning specified in Section 5(b).

       

      "Terminated
        Transactions" means
        with respect to any Early Termination Date (a) if resulting from a Termination
        Event, all Affected Transactions and (b) if resulting from an Event of Default,
        all Transactions (in either case) in effect immediately before the effectiveness
        of the notice designating that Early Termination Date (or, if "Automatic
        Early
        Termination" applies, immediately before that Early Termination
        Date).

       

      "Termination
        Currency" has
        the
        meaning specified in the Schedule.

       

      "Termination
        Currency Equivalent"
        means,
        in respect of any amount denominated in the Termination Currency, such
        Termination Currency amount and, in respect of any amount denominated in
        a
        currency other than the Termination Currency (the "Other Currency"), the
        amount
        in the Termination Currency determined by the party making the relevant
        determination as being required to purchase such amount of such Other Currency
        as at the relevant Early Termination Date, or, if the relevant Market Quotation
        or Loss (as the case may be), is determined as of a later date, that later
        date,
        with the Termination Currency at the rate equal to the spot exchange rate
        of the
        foreign exchange agent (selected as provided below) for the purchase of such
        Other Currency with the Termination Currency at or about 11:00 a.m. (in the
        city
        in which such foreign exchange agent is located) on such date as would be
        customary for the determination of such a rate for the purchase of such Other
        Currency for value on the relevant Early Termination Date or that later date.
        The foreign exchange agent will, if only one party is obliged to make a
        determination under Section 6(e), be selected in good faith by that party
        and
        otherwise will be agreed by the parties.

       

      "Termination Event" means
        an
        Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
        applicable, a Credit Event Upon Merger or an Additional Termination
        Event.

       

      "Termination
        Rate" means
        a
        rate per annum equal to the arithmetic mean of the cost (without proof or
        evidence of any actual cost) to each party (as certified by such party) if
        it
        were to fund or of funding such amounts.

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      

        "Unpaid
          Amounts"
          owing to
          any party means, with respect to an Early Termination Date, the aggregate
          of (a)
          in respect of all Terminated Transactions, the amounts that became payable
          (or
          that would have become payable but for Section 2(a)(iii)) to such party
          under
          Section 2(a)(i) on or prior to such Early Termination Date and which remain
          unpaid as at such Early Termination Date and (b) in respect of each Terminated
          Transaction, for each obligation under Section 2(a)(i) which was (or would
          have
          been but for Section 2(a)(iii)) required to be settled by delivery to such
          party
          on or prior to such Early Termination Date and which has not been so settled
          as
          at such Early Termination Date, an amount equal to the fair market value
          of that
          which was (or would have been) required to be delivered as of the originally
          scheduled date for delivery, in each case together with (to the extent
          permitted
          under applicable law) interest, in the currency of such amounts, from (and
          including) the date such amounts or obligations were or would have been
          required
          to have been paid or performed to (but excluding) such Early Termination
          Date,
          at the Applicable Rate. Such amounts of interest will be calculated on
          the basis
          of daily compounding and the actual number of days elapsed. The fair market
          value of any obligation referred to in clause (b) above shall be reasonably
          determined by the party obliged to make the determination under Section
          6(e) or,
          if each party is so obliged, it shall be the average of the Termination
          Currency
          Equivalents of the fair market values reasonably determined by both
          parties.

        

          
            
              
              

            

            
              21

              
                

              

            

            
              
              

            

          



      

      IN
        WITNESS WHEREOF the parties have executed this document on the respective
        dates
        specified below with effect from the date specified on the first page of
        this
        document.

       

      


      
        	
                PARTY
                  A

              
	 
	
                Signed
                  in             
                       on the     
                      day
                  of        
                          for Australia
                  and New Zealand Banking Group Limited
                  by its duly appointed Attorney under Power of Attorney dated Registered
                  Book
                                   No.
                           each of whom declares
                  that he/she has not received notice of revocation of the
                  power

              


      

      


      In
        the
        presence of


       

      
        	
                Witness:
                  /s/
                  Jayne Romeril        

              	
                Attorney:
                  /s/ Frank Lin            

              
	 	 
	
                Name:
                  Jayne Romeril

              	
                Name:
                  Frank Lin

              
	 	 
	
                Title:
                  Legal Assistant

              	
                Title:  
                  Corporate Lawyer 

                Institutional
                  Legal Group

              
	 	 
	
                Date:
                  29 May 2007

              	
                Date:
                  29 May 2007

              
	
                 

              	 
	 	 
	 	
                Attorney:
                  /s/
                  Anton Usher             

              
	 	 
	 	
                Name:
                  Anton Usher

              
	 	 
	 	
                Title:  
                  Senior Lawyer 

                Institutional
                  Legal Group

              
	 	 
	 	
                Date:
                  29 May 2007

              


      

      


       

      
        	
                PARTY
                  B

              
	 
	
                Signed
                  by Perpetual
                  Limited

                by
                  its attorney who declares that he/she has not received notice of
                  revocation of the power

              


      

      


      In
        the
        presence of


       

      
        	
                Witness:/s/
                  Zachary Low        

              	
                Attorney:/s/
                  Craig Cullen        

              
	 	 
	
                Name:
                  Zachary Low

              	
                Name:
                  Craig Cullen

              
	 	 
	
                Title:
                  Paralegal

              	
                Title:
                  Assistant Manager

              
	 	 
	
                Date:
                  29 May 2007

              	
                Date:
                  29 May 2007

              


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      


       

      
        	
                THE
                  MANAGER

              
	 
	
                Signed
                  by ME
                  Portfolio Management Limited by
                  its attorney who declares that he/she has not received notice of
                  revocation of the power.

              


      

       

      In
        the
        presence of

       

      
        	
                Witness:/s/
                  Antonia Leung        

              	
                Attorney:/s/
                  Timothy D. Barton        

              
	 	 
	
                Name:
                  Antonia Leung

              	
                Name:
                  Timothy D. Barton

              
	 	 
	
                Title:
                  Secretary

              	
                Title:
                  Attorney

              
	 	 
	
                Date:
                  29 May 2007

              	
                Date:
                  29 May 2007

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

    

    
      ISDA

      International
        Swaps and Derivatives Association, Inc.

       

      SCHEDULE

      to
        the

      Master
        Agreement

       

      dated
        as
        of 29 May 2007

      between

       

      Australia
        and New Zealand Banking Group Limited (ABN 11 005 357 522)

      (“Party
        A”)


       

      and


       

      Perpetual
        Limited (ABN 86 000 431 827) in its capacity as trustee of the Securitisation
        Fund

      (“Party
        B”)

       

      and


       

      ME
        Portfolio Management Limited (ABN 79 005 964 134) in its capacity as manager
        of
        the Securitisation Fund

      (“Manager”)

       

       

      Part
        1 

      Termination
        Provisions

       

      
        	
                (a)

              	
                “Specified
                  Entity”
                  is
                  not applicable in relation to Party A and Party
                  B.

              


      

       

      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will not apply.

              


      

       

      
        	(c)	
                (i)

              	
                Sections
                  5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(iii) and (iv) will
                  not
                  apply to Party A or Party B.

              


      

       

      
        	 	
                (ii)

              	
                Replace
                  Section 5(a)(i) with:

              


      

       

      
        	
              	“(i)	
                Failure
                  to Pay or Deliver.
                  Failure by the party to make when due any payment under this Agreement
                  or
                  delivery under Section 2(a)(i) or 2(e) required to be made by it
                  if such
                  failure is not remedied at or before 10:00am on the tenth Local
                  Business
                  Day after the due date;”

              


      

       


      
        
          
          

        

        
          page
            1

          
            

          

        

        
          
          

        

      


      
        	 	
                (iii)

              	
                Section
                  5(b)(ii) will not apply if Party A is the sole Affected Party (subject
                  to
                  Section 6(aa)(iii) of the Agreement, inserted by Part
                  1(j)
                  of
                  this Schedule).

              


      

       

      
        	
                (d)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) are replaced by “An Insolvency Event (as
                  defined in the Security Trust Deed) has occurred in respect of
                  Party A
                  (which will be the Defaulting Party) or Party B (which will be
                  the
                  Defaulting Party).”.

              


      

       

      However,
        the parties agree for the purposes of this Agreement that the occurrence
        of an
        Insolvency Event (as defined in the Security Trust Deed) in respect of Party
        B
        will not constitute an Event of Default provided that: 

       

      
        	 	
                (i)

              	
                within
                  30 Local Business Days of that occurrence, Party A, Party B and
                  the
                  Manager are able to procure the novation of this Agreement and
                  all
                  Transactions to a third party;

              


      

       

      
        	 	
                (ii)

              	
                the
                  Designated Rating Agencies confirm that the novation will not cause
                  a
                  reduction or withdrawal of the rating of the Notes;
                  and

              


      

       

      
        	 	
                (iii)

              	
                Party
                  A, Party B and the Manager agree to execute such a novation agreement
                  in a
                  form agreed between the parties.

              


      

       

      For
        the
        avoidance of doubt, the occurrence of an Insolvency Event in respect of Party
        B
        in its personal capacity shall not constitute an Event of Default.

       

      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination” 
                  provisions of Section 6(a):

              


      

       

      
        	 	
                (i)

              	
                will
                  not apply to Party A; and 

              


      

       

      
        	 	
                (ii)

              	
                will
                  not apply to Party B.

              


      

       

      
        	
                (f)

              	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e) of this
                  Agreement:

              


      

       

      
        	 	
                (i)

              	
                Market
                  Quotation will apply; and

              


      

       

      
        	 	
                (ii)

              	
                the
                  Second Method will apply.

              


      

       

      
        	
                (g)

              	
                “Termination
                  Currency”
                  means United States Dollars in respect of a Transaction which relates
                  to
                  United States Dollars and Euros in respect of a Transaction which
                  relates
                  to Euros provided that if an amount due in respect of an Early
                  Termination
                  Date will be payable by Party B to Party A, the Termination Currency
                  for
                  the purpose of calculating and paying that amount is Australian
                  Dollars.
                   

              


      

       

      
        	
                (h)

              	
                “Additional
                  Termination Event” will
                  apply. The following shall constitute an Additional Termination
                  Event:

              


      

       

      
        	 	
                (i)

              	
                With
                  respect to Class A1 Notes only, Party B becomes obliged to make a
                  withholding or deduction in respect of any Class A1 Notes and the
                  Class A1 Notes are redeemed as a result.


              


      

       

      For
        the
        purposes of this Additional Termination Event both Party A and Party B are
        Affected Parties.

       

      Notwithstanding
        Section 6(b)(iv) of the Agreement, if this Additional Termination Event occurs,
        Party B must, at the direction of the Manager, give a notice designating
        an
        Early Termination Date in respect of this Agreement and all Transactions
        (in
        each case in relation to the Class A1 Notes only) provided that such Early
        Termination Date must not be earlier than the time of redemption of the
        Class A1 Notes. 

       


      
        
          
          

        

        
          page
            2

          
            

          

        

        
          
          

        

      


      
        	 	
                (ii)

              	
                With
                  respect to Class A2 Notes only, Party B becomes obliged to make a
                  withholding or deduction in respect of any Class A2 Notes and the
                  Class A2 Notes are redeemed as a result.


              


      

       

      For
        the
        purposes of this Additional Termination Event, both Party A and Party B are
        Affected Parties. 

       

      Notwithstanding
        Section 6(b)(iv) of the Agreement, if this Additional Termination Event occurs,
        Party B must, at the direction of the Manager, give a notice designating
        an
        Early Termination Date in respect of this Agreement and all Transactions
        (in
        each case in relation to the Class A2 Notes only) provided that such Early
        Termination Date must not be earlier than the time of redemption of the
        Class A2 Notes.

       

      
        	 	
                (iii)

              	
                An
                  Event of Default (as defined in the Security Trust Deed) occurs
                  and the
                  Security Trustee has declared, in accordance with the Security
                  Trust Deed,
                  the Class A Offered Notes immediately due and payable.
                  

              


      

       

      For
        the
        purposes of this Additional Termination Event, Party B is the Affected
        Party.

       

      
        	 	
                (iv)

              	
                Party
                  A fails to comply with its obligations under Part
                  5(bb).
                  For the purposes of this Additional Termination Event, Party A
                  is the
                  Affected Party. 

              


      

       

      Notwithstanding
        Section 6(b)(iv) of the Agreement, if this Additional Termination Event occurs,
        Party B must, at the direction of the Manager, give a notice designating
        an
        Early Termination Date in respect of this Agreement and all
        Transactions.

       

      
        	 	
                (v)

              	
                Party
                  A fails to comply with its obligations under Part
                  5(gg).
                  For the purposes of this Additional Termination Event, Party A
                  is the
                  Affected Party.

              


      

       

      Notwithstanding
        Section 6(b)(iv) of the Agreement, if this Additional Termination Event occurs,
        Party B must, at the direction of the Manager, give a notice designating
        an
        Early Termination Date in respect of this Agreement and all
        Transactions.

       

      
        	
                (i)

              	
                Transfer
                  to Avoid Termination Event.
                  In
                  Section 6(b)(ii), after the words “another of its Offices or Affiliates”
                  on the seventh line add “(in respect of which the Designated Rating
                  Agencies confirm that the transfer will not cause a reduction or
                  withdrawal of the ratings for the Notes if
                  any)”.

              


      

       

      
        	
                (j)

              	
                Restricted
                  Termination Rights

              


      

       

      Add
        a new
        Section 6(aa) as follows:

       

      “(aa)      
        Restricted
        Termination Rights

       

      
        	 	
                (i)

              	
                Termination
                  by Party B: Party
                  B must not designate an Early Termination Date without the prior
                  written
                  consent of the Note Trustee (if
                  applicable).

              


      

       

      
        	 	
                (ii)

              	
                Consultation:
                  Each party may only designate an Early Termination Date following
                  prior
                  consultation with the other party as to the timing of the Early
                  Termination Date. Subject to its duties under the Master Trust
                  Deed and
                  the Supplementary Bond Terms Notice, Party B may exercise its rights
                  only
                  after consultation with and on the instructions of the Note Trustee
                  (if
                  applicable) and only after consultation between Party A and the
                  Note
                  Trustee (if applicable). Party B may only designate an Early Termination
                  Date at the direction of the
                  Manager.

              


      

       

      
        	 	
                (iii)

              	
                Party
                  A’s limited rights in relation to Tax
                  Event:

              


      

       

      
        	 	
                (a)

              	
                Notwithstanding
                  Part
                  1(c)(iii)
                  of
                  the Schedule to this Agreement, Party A may designate an Early
                  Termination
                  Date if it is an Affected Party following a Tax Event but only
                  if all
                  Class A Offered Notes will be redeemed at the full amount of the
                  Invested
                  Amount (or, if the Class A Offered Noteholders by Extraordinary
                  Resolution
                  have so agreed, at a lesser amount) together with accrued interest
                  to (but
                  excluding) the date of the
                  redemption.

              


      

       


      
        
          
          

        

        
          page
            3

          
            

          

        

        
          
          

        

      


      
        	 	
                (b)

              	
                If
                  a Tax Event occurs where Party A is the Affected Party and Party
                  A is
                  unable to transfer all its rights and obligations under this Agreement
                  and
                  each Transaction to an Affiliate pursuant to Section 6(b)(ii),
                  Party A
                  may, at its cost, transfer all its rights, powers and privileges
                  and all
                  its unperformed and future obligations under this Agreement and
                  each
                  Transaction to any person provided that:


              


      

       

      (A)        
        each
        Designated Rating Agency has confirmed in writing that the transfer will
        not
        result in a reduction, qualification or withdrawal of the credit ratings
        then
        assigned by them to the relevant Class A Offered Notes; and

       

      (B)         
        that
        person has a long term credit rating assigned by each of the Designated Rating
        Agencies of at least the long term credit rating assigned by that Designated
        Rating Agency to Party A as at the date of this Agreement.

       

      
        	 	
                (iv)

              	
                Transfer
                  where Party B does not gross-up:
                  If any payment by Party B to Party A under this Agreement is, or
                  is likely
                  to be, made subject to any deduction or withholding on account
                  of Tax,
                  Party B will use reasonable endeavours to procure the substitution
                  of
                  Party B as principal obligor under this Agreement in respect of
                  each
                  Affected Transaction with an Affiliate of Party B incorporated
                  in another
                  jurisdiction approved by Party A and the Note Trustee and in respect
                  of
                  which the Designated Rating Agencies confirm that the substitution
                  will
                  not cause a reduction or withdrawal of the rating of Class A Offered
                  Notes
                  and in respect of which a deduction or withholding on account of
                  Tax would
                  not be necessary”.

              


      

       


      
        
          
          

        

        
          page
            4

          
            

          

        

        
          
          

        

      


       

      Part
        2 

      Tax
        Representations

       

      
        	
                (a)

              	
                Payer
                  Tax Representations

              


      

       

      For
        the
        purpose of Section 3(e) of this Agreement, Party A and Party B will make
        the
        following representations:

       

      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on:

       

      
        	 	
                (i)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or
                  4(a)(iii);

              


      

       

      
        	 	
                (ii)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement; and

              


      

       

      
        	 	
                (iii)

              	
                the
                  accuracy of any representation made by the other party pursuant
                  to Section
                  3(f) of this Agreement;

              


      

       

      provided
        that it
        shall not be a breach of this representation where reliance is placed on
        clause
        (i) and the other party does not deliver a form or document under Section
        4(a)(iii) of the Agreement by reason of material prejudice to its legal or
        commercial position.

       

      
        	
                (b)

              	
                Payee
                  Tax Representations:

              


      

       

      For
        the
        purpose of Section 3(f) of this Agreement:

       

      
        	 	
                (i)

              	
                Party
                  A represents that:

              


      

       

      
        	 	
                (A)

              	
                It
                  is a resident of the Commonwealth of Australia and it is fully
                  eligible
                  for the benefits of the “Business Profits” or “Industrial and Commercial
                  Profits” provision, as the case may be, the “Interest” provision or the
                  “Other Income” provision (if any) of the double tax treaties entered into
                  between the Commonwealth of Australia and other foreign jurisdictions,
                  with respect to any payment described in such provisions and received
                  or
                  to be received by it in connection with this Agreement. Except
                  where the
                  Office specified for the purposes of a particular transaction is
                  located
                  outside the Commonwealth of Australia, no such payment is attributable
                  to
                  a trade or business carried on by it through a permanent establishment
                  located outside the Commonwealth of
                  Australia.

              


      

       

      
        	 	
                (B)

              	
                Each
                  payment received or to be received by it in connection with a Transaction
                  will be effectively connected with its conduct or a trade or business
                  in
                  the Office through which it entered into that Transaction as determined
                  in
                  accordance with this Agreement.

              


      

       

      
        	 	
                (C)

              	
                It
                  is a "foreign person" within the meaning of the applicable U.S.
                  Treasury
                  Regulations concerning information reporting and backup withholding
                  tax
                  (as in effect on January 1, 2001), unless Party A provides written
                  notice
                  to Party B that it is no longer a foreign person. In respect of
                  each
                  Transaction it enters into through an office or discretionary agent
                  in the
                  United States or which otherwise is allocated for United States
                  federal
                  income tax purposes to such United States trade or business, each
                  payment
                  received or to be received by it under such Transaction will be
                  effectively connected with its conduct of a trade or business in
                  the
                  United States.

              


      

       


      
        
          
          

        

        
          page
            5

          
            

          

        

        
          
          

        

      


      
        	 	
                (D)

              	
                In
                  respect of all Transactions (other than those described in (a)
                  above), no
                  payment received or to be received by it in connection with this
                  Agreement
                  is attributable to a trade or business carried on by it through
                  a
                  permanent establishment in the United
                  States.

              


      

       

      
        	 	
                (ii)

              	
                Party
                  B represents that it is an Australian resident and does not derive
                  the
                  payments under this Agreement in part or in whole in carrying on
                  business
                  in a country outside Australia at or through a permanent establishment
                  of
                  itself in that country. Party B further represents that it is a
                  non-US
                  person acting out of a non-US office or
                  branch.

              


      

       

      
        	 	
                (iii)

              	
                The
                  Manager represents that it is an Australian resident and does not
                  derive
                  the payments under this Agreement in part or in whole in carrying
                  on
                  business in a country outside Australia at or through a permanent
                  establishment of itself in that country. The Manager further represents
                  that it is a non-US branch of a non-US person for United States
                  tax
                  purposes.

              


      

       


      
        
          
          

        

        
          page
            6

          
            

          

        

        
          
          

        

      

       

      
        Part
          3 
Agreement
        to Deliver Documents

       

      For
        the
        purposes of Section 4(a)(i) and (ii) of this Agreement each party further
        agrees
        to deliver the following documents as applicable in accordance with the
        following:

      
        	 	 	 	 
	
                Party
                  required to deliver

              	
                Document

              	
                Date
                  by which to be delivered

              	
                Covered
                  by section 3(d) representations

              
	 	 	 	 
	
                Party
                  A, Party B and the Manager

              	
                A
                  list of authorised signatories for the party and evidence satisfactory
                  in
                  form and substance to the other parties of the authority of the
                  authorised
                  signatories of the party to execute this Agreement and each confirmation
                  on behalf of each relevant party.

              	
                On
                  execution and delivery of this Agreement or any relevant Confirmation
                  and
                  at any time on the request of the other party.

              	
                Yes

              
	 	 	 	 
	
                Party
                  A, Party B and the Manager

              	
                As
                  reasonably required by any other party any document or certificate
                  in
                  connection with its obligations to make a payment under this Agreement
                  which would enable that party to make the payment free from any
                  deduction
                  or withholding for or on account of Tax or that would reduce the
                  rate at
                  which the deduction or withholding for or on account of Tax is
                  applied to
                  that payment (including, without limitation, any United States
                  Form W-8BEN
                  or other relevant United States tax form).

              	
                Upon
                  reasonable request.

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                The
                  financial data relating to Party A required to be disclosed by
                  the Manager
                  in the Manager’s reasonable judgment pursuant to Item 1115(b)(1) of
                  Regulation AB and relevant auditor's consents relating to such
                  financial
                  data.

              	
                If
                  the Manager notifies Party A that the significance percentage as
                  computed
                  by the Manager in accordance with Regulation AB is or becomes 8%
                  or
                  greater, in accordance with Part
                  5(gg).

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                The
                  financial statements relating to Party A required to be disclosed
                  by the
                  Manager in the Manager’s reasonable judgment pursuant to Item 1115(b)(2)
                  of Regulation AB and relevant auditor's consents relating to such
                  financial statements.

              	
                If
                  the Manager notifies Party A that the significance percentage as
                  computed
                  by the Manager in accordance with Regulation AB is or becomes 18%
                  or
                  greater, in accordance with Part
                  5(gg).

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                A
                  certificate of an authorised person of Party A certifying that
                  (i) the
                  information provided by Party A to the Manager for use in a prospectus
                  and
                  (ii) the financial data or financial statements as may be required
                  above
                  (A) are true and accurate in all material respects, (B) do not
                  contain any
                  untrue statement of a material fact and (C) do not omit to state
                  a
                  material fact required to be stated therein or necessary in order
                  to make
                  the statements therein, in the light of the circumstances under
                  which they
                  were made, not misleading.

              	
                At
                  the execution of this Agreement and thereafter upon the provision
                  of any
                  financial data or financial statements as may be required
                  above.

              	
                Yes

              


      


      
        
          
          

        

        
          page
            7

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Party
                  required to deliver

              	
                Document

              	
                Date
                  by which to be delivered

              	
                Covered
                  by section 3(d) representations

              
	 	 	 	 
	
                Party
                  A 

              	
                A
                  certificate of an authorised person of Party A certifying that
                  (i) Party A
                  is required to file reports with the Commission pursuant to section
                  13(a)
                  or 15(d) of the Exchange Act; (ii) Party A has filed all reports
                  and other
                  materials required to be filed by such requirements during the
                  preceding
                  12 months (or such shorter period that Party A was required to
                  file such
                  reports and materials); (iii) the reports filed by Party A include
                  (or
                  properly incorporate by reference) the financial statements of
                  Party
                  A. 

              	
                Upon
                  the provision of any financial data or financial statements as
                  may be
                  required above.

              	
                Yes

              
	 	 	 	 
	
                Party
                  B (where applicable) and the Manager

              	
                Copies
                  of any reports or accounts relating to the Securitisation Fund
                  that are
                  produced for (a) distribution to the Class A Offered Noteholders,
                  or (b)
                  presentation to the Board of Directors of the Manager and such
                  other
                  information in the Manager’s control regarding the financial condition and
                  business operations of the Securitisation Fund as Party A may reasonably
                  require.

              	
                Upon
                  reasonable request by Party A subject to not being obliged to deliver
                  any
                  document if to do so would breach or infringe any law or legally
                  binding
                  obligation or restraint.

              	
                Yes

              


      

      


       

      
        	
                Party
                  required to deliver

              	
                Document

              	
                Date
                  by which to be delivered

              	
                Covered
                  by section 3(d) representations

              
	 	 	 	 
	
                Party
                  B and the Manager

              	
                Legal
                  opinions as to the validity and enforceability of the obligations
                  of Party
                  B and the Manager under this Agreement, the Master Trust Deed,
                  the Note
                  Trust Deed, the Security Trust Deed and the Class A Offered Notes
                  in form
                  and substance and issued by legal counsel reasonably acceptable
                  to Party
                  A.

              	
                Promptly
                  after entering into this Agreement, in the form previously agreed
                  with the
                  other parties.

              	
                Yes

              
	 	 	 	 
	
                Manager

              	
                Copies
                  of the Master Trust Deed, the Note Trust Deed, the Supplementary
                  Bond
                  Terms Notice and the Security Trust Deed certified to be true copies
                  by
                  two authorised signatories of the Manager. 

              	
                On
                  execution and delivery of this Agreement.

              	
                Yes

              
	 	 	 	 
	
                Manager

              	
                A
                  copy of any document amending or varying the terms of the Master
                  Trust
                  Deed, the Security Trust Deed, the Note Trust Deed or the Supplementary
                  Bond Terms Notice certified to be a true copy by two authorised
                  signatories of the Manager.

              	
                Promptly
                  upon any such document becoming effective in accordance with its
                  terms.

              	
                Yes

              


      


      
        
          
          

        

        
          page
            8

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Party
                  required to deliver

              	
                Document

              	
                Date
                  by which to be delivered

              	
                Covered
                  by section 3(d) representations

              
	 	 	 	 
	
                Party
                  A 

                 

              	
                A
                  legal opinion by Party A’s internal counsel as previously provided to the
                  Designated Rating Agencies.

              	
                Promptly
                  after entering into this Agreement.

              	
                Yes

              
	 	 	 	 
	
                Manager

              	
                A
                  legal opinion by the Manager’s Australian counsel in relation to taxation
                  matters, as previously provided to the Designated Rating
                  Agencies.

              	
                Promptly
                  after entering into this Agreement.

              	
                Yes

              


      

      


       


      
        
          
          

        

        
          page
            9

          
            

          

        

        
          
          

        

      

       

      
        Part
          4 

      

      Miscellaneous

       

      
        	
                (a)

              	
                Address
                  for Notices.
                  For the purpose of Section 12(a) of this
                  Agreement:

              


      

       

      
        	 	
                (i)

              	
                Address
                  for Notices to Party A:

              



        All
          notices to Party
          A
          under
          Sections 5 or 6 of this Agreement (other than Section 5(a)(i)) shall be
          sent
          to:

         

        
          	 	
                  Address

                	
                  ANZ
                    Investment Bank Market Operations

                


        

        Level
          12,
          530 Collins Street, Melbourne Victoria 3000 Australia

        
          	 	
                  Attention:
                    

                	
                  Manager,
                    Derivative Operations

                


        

        
          	 	
                  Telex
                    No: 

                	
                  AA151018

                


        

        
          	 	
                  Answerback:
                    

                	
                  ANZAT

                


        

        
          	 	
                  Facsimile
                    No: 

                	
                  (613)
                    9273 1983

                


        

        
          	 	
                  Telephone
                    No: 

                	
                  (613)
                    9273 1629

                


        

         

        (For
          all
          Transactions through that Office or through the Sydney Office and for all
          notices or other communications pursuant to Sections 5, 6 and 9(b))

         

        All
          other
          notices to Party
          A
          shall be
          sent directly to the Office through which Party A is acting for the relevant
          Transaction, using the address and contact particulars specified in the
          Confirmation of that Transaction or otherwise notified. 

         

        
          	 	
                  (ii)

                	
                  Address
                    for Notices to Party B:

                


        

         

        Level
          12

        123
          Pitt
          Street

        Sydney
          NSW 2000 

        Australia

        
          	 	
                  Attention:

                	
                  Manager,
                    Securitisation

                


        

        
          	 	
                  Telephone:

                	
                  (612)
                    9229 9000

                


        

        
          	 	
                  Facsimile:

                	
                  (612)
                    9221 7870

                


        

         

        
          	 	
                  (iii)

                	
                  Address
                    for Notices to Manager:

                


        

        Level
          16

        360
          Collins Street

        Melbourne
          VIC 3000 

        Australia

        
          	 	
                  Attention:

                	
                  Settlements
                    Officer 

                


        

        
          	 	
                  Telephone:

                	
                  (613)
                    9605 6000

                


        

        
          	 	
                  Facsimile:

                	
                  (613)
                    9605 6228

                


        

         

        
          	
                  (b)

                	
                  Process
                    Agent. For
                    the purposes of Section 13(c) of this
                    Agreement:

                


        

         

        Party
          A
          appoints as its Process Agent: Nil.

         


        
          
            
            

          

          
            page
              10

            
              

            

          

          
            
            

          

        


        Party
          B
          appoints as its Process Agent: Nil.

         

        
          	
                  (c)

                	
                  Offices. The
                    provisions of Section 10(a) will apply to this
                    Agreement.

                


        

         

        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purposes of Section 10(c) of this
                    Agreement:

                


        

         

        Party
          A
          is not a Multibranch Party. 

         

        Party
          B
          is not a Multibranch Party.

         

        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A, unless otherwise specified
                    in a
                    Confirmation in relation to the relevant
                    Transaction.

                


        

         

        
          	
                  (f)

                	
                  Credit
                    Support Document.
                    Details of any Credit Support
                    Document:

                


        

         

        
          	 	
                  (i)

                	
                  In
                    relation to Party A: Nil

                


        

         

        
          	 	
                  (ii)

                	
                  In
                    relation to Party B: Security Trust
                    Deed.

                


        

         

        
          	
                  (g)

                	
                  Credit
                    Support Provider.
                    Credit Support Provider means:

                


        

         

        
          	 	
                  (i)

                	
                  In
                    relation to Party A: Nil.

                


        

         

        
          	 	
                  (ii)

                	
                  In
                    relation to Party B: Nil

                


        

         

        
          	
                  (h)

                	
                  Governing
                    Law.
                    This Agreement and each Confirmation will be governed by and
                    construed in
                    accordance with New South Wales law and each party hereby submits
                    to the
                    non-exclusive jurisdiction of the New South Wales courts and
                    courts of
                    appeal from them.

                


        

         

        Section
          13(b)(i) is deleted and replaced with the following:

        

          
            	 	
                    “(i)

                  	
                    submits
                      to the non-exclusive jurisdiction of the courts of New South
                      Wales and
                      courts of appeal from them and a reference in section 13(b)(ii)
                      to ”such
                      court“ is a reference to those
                      courts.”

                  

 

        

        
          	
                  (i)

                	
                  Netting
                    of Payments. Unless
                    otherwise agreed between Party A and Party B (at the direction
                    of the
                    Manager), sub-paragraph (ii) of Section 2(c) of this Agreement
                    will not
                    apply in respect of all
                    Transactions.

                


        

         

        
          	
                  (j)

                	
                  “Affiliate”
                    will have the meaning specified in Section 14 of this Agreement.
                    For the
                    purposes of Section 3(c), each of Party A and Party B is deemed
                    not to
                    have any Affiliates.

                


        

         


        
          
            
            

          

          
            page
              11

            
              

            

          

          
            
            

          

        


         

        
          Part
            5 

        

        Other
          Provisions

         

        
          	
                  (a)

                	
                  In
                    Section 2(a)(i) add the following
                    sentence:

                


        

         

        “Each
          payment will be by way of exchange for the corresponding payment or payments
          payable by the other party.”

         

        
          	
                  (b)

                	
                  In
                    Section 2(a)(ii):

                


        

         

        
          	 	
                  (i)

                	
                  after
                    “freely transferable funds” add “free of any set-off, counterclaim,
                    deduction or withholding (except as expressly provided in this
                    Agreement)”; and

                


        

         

        
          	 	
                  (ii)

                	
                  add
                    the following sentence at the end:

                


        

         

        “Unless
          otherwise specified in any Confirmation, all amounts payable by Party A
          to Party
          B on any Payment Date must be paid in accordance with this Section 2(a)(ii)
          by
          10.00am local time in the place of the account specified in the relevant
          Confirmation for such payments.”

         

        
          	
                  (c)

                	
                  Insert
                    new Sections 2(a)(iv) and (v) as
                    follows:

                


        

         

        “(iv)      
          The
          condition precedent in Section 2(a)(iii)(1) does not apply to a payment
          or
          delivery due to be made to a party if it has satisfied all its payment
          and
          delivery obligations under Section 2(a)(i) of this Agreement and has no
          future
          payment or delivery obligations, whether absolute or contingent under Section
          2(a)(i).

         

        (v)   Where:

         

        
          	 	
                  (1)

                	
                  payments
                    are due pursuant to Section 2(a)(i) by Party A to Party B (the
                    “Party
                    A Payment”)
                    and by Party B to Party A (the “Party
                    B Payment”)
                    on the same day; and

                


        

         

        
          	 	
                  (2)

                	
                  the
                    Security Trust Deed applicable to Party B’s obligations and entitlement
                    referred to in Section 2(a)(v)(1) has become, and remains at
                    that time,
                    enforceable, 

                


        

         

        then
          Party A’s obligation to make the Party A Payment to Party B shall be subject to
          the condition precedent (which shall be an “applicable condition precedent” for
          the purpose of Section 2(a)(iii)(3)) that Party A first receives the Party
          B
          Payment or confirmation from Party B’s bank that it holds irrevocable
          instructions to effect payment of the Party B Payment and that funds are
          available to make that payment.”

         

        
          	
                  (d)

                	
                  Add
                    the following new sentence to the end of Section
                    2(b):

                


        

         

        “Each
          new
          account so designated must be in the same tax jurisdiction as the original
          account.”

         

        
          	
                  (e)

                	
                  Delete
                    the word “if” at the beginning of Section 2(d)(i)(4) and insert the
                    following words instead:

                


        

         

        “if
          and
          only if X is Party A and”.

         

        
          	
                  (f)

                	
                  In
                    Section 2(d)(ii) insert the words “(if and only if Y is Party A)” after
                    the word “then” at the beginning of the last paragraph. Party B will have
                    no obligation to pay any amount to Party A under Section 2(d)(ii),
                    and may
                    make any payment under or in connection with this Agreement net
                    of any
                    deduction or withholding referred to in Section
                    2(d)(i).

                


        

         


        
          
            
            

          

          
            page
              12

            
              

            

          

          
            
            

          

        


         

        
          	
                  (g)

                	
                  Additional
                    Representations.
                    In Section 3:

                


        

         

        
          	 	
                  (i)

                	
                  add
                    the following in section 3(a)(v) after the words “creditors rights
                    generally”:

                


        

         

        “(including
          in the case of a party being an ADI (as that term is defined in the Reserve
          Bank
          Act 1959 (Cth)), sections 11F and 13A(3) of the Banking Act 1959 (Cth)
          or any
          other analogous provision under any law applicable to a party)”.

         

        
          	 	
                  (ii)

                	
                  add
                    the following immediately after paragraph
                    (f):

                


        

         

        
          	 	
                  “(g)

                	
                  Non
                    Assignment.
                    It has not assigned (whether absolutely, in equity or otherwise)
                    or
                    declared any trust over any of its rights under any Transaction
                    (other
                    than, in respect of Party B, the Securitisation Fund created
                    pursuant to
                    the Master Trust Deed) and has not given any charge, in the case
                    of Party
                    A, over its rights under any Transaction and, in the case of
                    Party B, over
                    assets of the Securitisation Fund (other than as provided in
                    the Security
                    Trust Deed).” 

                


        

         

        
          	
                  (h)

                	
                  Party
                    B also represents to Party A (which representations will be deemed
                    to be
                    repeated by Party B on each date on which a Transaction is entered
                    into)
                    that:

                


        

         

        
          	 	
                  (i)

                	
                  Securitisation
                    Fund Validity Created.
                    The Securitisation Fund has been validly created and is in existence
                    at
                    the date of this Agreement and each
                    Transaction.

                


        

         

        
          	 	
                  (ii)

                	
                  Sole
                    Trustee.
                    Party B has been validly appointed as trustee of the Securitisation
                    Fund
                    and is presently the sole trustee of the Securitisation
                    Fund.

                


        

         

        
          	 	
                  (iii)

                	
                  No
                    Proceedings to remove.
                    No
                    notice has been given to Party B and to Party B’s knowledge no resolution
                    has been passed, or direction or notice has been given, removing
                    Party B
                    as trustee of the Securitisation
                    Fund.

                


        

         

        
          	 	
                  (iv)

                	
                  Power.
                    Party B has power under the Master Trust Deed to enter into this
                    Agreement
                    and the Security Trust Deed in its capacity as trustee of the
                    Securitisation Fund.

                


        

         

        
          	 	
                  (v)

                	
                  Good
                    Title.
                    Party B is the legal owner of the assets of the Securitisation
                    Fund and
                    has the power under the Master Trust Deed to mortgage or charge
                    them in
                    the manner provided in the Security Trust Deed and those assets
                    are free
                    from all other prior encumbrances save for the Prior
                    Interest.

                


        

         

        
          	 	
                  (vi)

                	
                  Indemnity.
                    Party B has not committed any fraud, negligence or Wilful Default
                    which
                    would prejudice its right of indemnity out of the Securitisation
                    Fund.

                


        

         

        
          	
                  (i)

                	
                  In
                    Section 4 add a new paragraph as
                    follows:

                


        

         

        
          	 	
                  “(f)

                	
                  Contracting
                    as Principal.
                    Party A will enter into all Transactions as principal and not
                    otherwise
                    and Party B will enter into all Transactions in its capacity
                    as trustee of
                    the Securitisation Fund and not
                    otherwise.”

                


        

         

        
          	
                  (j)

                	
                  In
                    the third line of Section 3(c), insert “materially” before the word
                    “affect”.

                


        

         

        
          	
                  (k)

                	
                  In
                    Section 6(d)(i), in the last sentence, insert “in the absence of manifest
                    error” after the word
“evidence”.

                


        


        
          
            
            

          

          
            page
              13

            
              

            

          

          
            
            

          

        


        
           

          
            	
                    (l)

                  	
                    In
                      Section 6(e), delete the sentence “The amount, if any, payable in respect
                      of an Early Termination Date and determined pursuant to this
                      Section will
                      be subject to any Set-off.”, at the end of the first
                      paragraph.

                  


          

           

        

        
          	
                  (m)

                	
                  Section
                    12 is amended as follows by replacing Section 12(a)(iii)
                    with:

                


        

         

        
          	 	
                  “(iii)

                	
                  if
                    sent by facsimile transmission, on the date a transmission report
                    is
                    produced by the machine from which the facsimile was sent which
                    indicates
                    that the facsimile was sent in its entirety to the facsimile
                    number of the
                    recipient notified for the purpose of this Section, unless the
                    recipient
                    notifies the sender within one Local Business Day of the facsimile
                    being
                    sent that the facsimile was not received in its entirety and
                    in legible
                    form”.

                


        

         

        
          	
                  (n)

                	
                  Definitions
                    and interpretation. 

                


        

         

        
          	 	
                  (i)

                	
                  Section
                    14 of the Agreement is modified by inserting the following new
                    definitions:

                


        

         

        “Commission”
means
          the United States Securities and Exchange Commission.

         

        “Exchange
          Act”
means
          the United States Securities Exchange Act of 1934, as amended.

         

        “Master
          Trust Deed”
          means
          the Master Trust Deed dated 4 July 1994 (as amended and restated) made
          between
          the Manager (formerly called Superannuation Members’ Home Loans Limited) as
          manager and Party B (formerly called Perpetual Trustees Australia Limited)
          as
          trustee, pursuant to which the trust funds, collectively known as
“Superannuation Members’ Home Loans Trusts” are constituted, including the
          Securitisation Fund.

         

        “Rating
          Agency Confirmation” means,
          at
          any time, a confirmation from each Designated Rating Agency that there
          will not
          be a downgrade or withdrawal of the rating of any of the Notes at that
          time.

         

        “Regulation
          AB” means
          Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§
229.1100-229.1123 as may be amended from time to time and subject to such
          clarification and interpretation as have been provided by the Commission
          in the
          adopting release (Asset Backed Securities, Securities Act Release No. 33-8518,
          70 Fed. Reg. 1,506, 1,531 (Jan. 7 2005)) or by the staff of the Commission
          or as
          may be provided by the Commission or its staff from time to time.

         

        “Relevant
          Swap Transaction”
          means in
          relation to the Class A Offered Notes, each Transaction which is a Currency
          Swap
          for Class A Offered Notes only.

         

        “Securities
          Act”
means
          the United States Securities Act of 1933, as amended.

         

        “Securitisation
          Fund” means
          the
          trust fund known as “SMHL Global Fund 2007-1”
created
          pursuant to the Master Trust Deed on 2 May 2007.

         

        “Security
          Trust Deed”
          means
          the Security Trust Deed dated 2 May, 2007 between Party B, the Manager,
          the
          Security Trustee and the Note Trustee.

         

        “significance
          percentage” has
          the
          meaning given to it in Item 1115 of Regulation AB.

         

        “Swap
          Financial Disclosure” means,
          if
          the Manager determines reasonably and in good faith that the significance
          percentage of this Agreement is or has become:

         

        
          	 	
                  (a)

                	
                  8%
                    or more, the information set forth in Item 1115(b)(1) of Regulation
                    AB and
                    auditor's consents relating to the information set forth in Item
                    1115(b)(1) of Regulation AB; or

                


        


        
          
            
            

          

          
            page
              14

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (b)

                	
                  18%
                    or more, the information set forth in Item 1115(b)(2) of Regulation
                    AB and
                    auditor's consents relating to the information set forth in Item
                    1115(b)(2) of Regulation AB.

                


        

         

        “Swap
          Financial Disclosure Request”
means
          a
          request by the Manager or Party B for Party A to provide the Swap Financial
          Disclosure pursuant to Part
          5(gg)(iii)
          of the
          Schedule to this Agreement.

         

        “Wilful
          Default”
          in
          relation to Party B means a wilful default of this Agreement by Party
          B:

         

        (a)   other
          than a default which:

         

        
          	 	
                  (A)

                	
                  arises
                    out of a breach of a Transaction Document by a person other than
                    Party B
                    or any person referred to in paragraph (c) in relation to Party
                    B;

                


        

         

        
          	 	
                  (B)

                	
                  arises
                    because some other act or omission is a precondition to the relevant
                    act
                    or omission of Party B, 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

                


        

         

        
          	 	
                  (b)

                	
                  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) incurred in complying with this Agreement
                    from
                    the Securitisation Fund.

                


        

         

        
          	 	
                  (c)

                	
                  A
                    reference to the “fraud”, “negligence” or “Wilful Default” of Party B
                    means the fraud, negligence or Wilful Default of Party B and
                    of its
                    officers or employees, but not of its agents or delegates, unless
                    Party B
                    is liable for the acts or omissions of such other person under
                    the terms
                    of this Agreement.

                


        

         

        
          	 	
                  (ii)

                	
                  Each
                    of the following expressions has the meanings given to them in
                    the Master
                    Trust Deed and the Security Trust Deed (as the case may be) provided
                    that
                    in the event of any inconsistency those in the Security Trust
                    Deed will
                    prevail:

                


        

         

        “Charged
          Property”

         

        “Currency
          Swap”

         

        “Designated
          Rating Agency”

         

        “Expense”

         

        “Extraordinary
          Resolution”

         

        “Note
          Trustee”

         

        “Note
          Trust Deed”

         

        “Outstanding
          Principal Balance”

         

        “Paying
          Agent”

         

        “Principal
          Paying Agent”

         

        “Prior
          Interest”

         

        “Secured
          Creditor”


        
          
            
            

          

          
            page
              15

            
              

            

          

          
            
            

          

        

         

        “Secured
          Document”

         

        “Secured
          Moneys”

         

        “Security
          Trustee”

         

        “Securitisation
          Fund”

         

        “Supplementary
          Bond Terms Notice”

         

        “Transaction
          Document”

         

        
          	 	
                  (iii)

                	
                  The
                    expressions “Class
                    A Offered Notes”, “Class A Offered Noteholder”, “Class A1
                    Notes”, “Class A2 Notes”, “Invested Amount”,
                    “Notes”
                    and “Payment
                    Date” have
                    the meanings given to them in the Supplementary Bond Terms
                    Notice.

                


        

         

        
          	 	
                  (iv)

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

                


        

         

        
          	
                  (o)

                	
                  Master
                    Trust Deed and Security Trust Deed:
                    The parties acknowledge for the purposes of the Master Trust
                    Deed and
                    Security Trust Deed that:

                


        

         

        
          	 	
                  (i)

                	
                  this
                    Agreement and all Transactions under this Agreement are Secured
                    Documents;
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  Party
                    A is a Secured Creditor; and

                


        

         

        
          	 	
                  (iii)

                	
                  all
                    of the obligations of Party B under this Agreement and all Transactions
                    under it are Secured Moneys; and

                


        

         

        
          	 	
                  (iv)

                	
                  this
                    Agreement is a “Currency Swap” and a “Transaction Document” and Party A is
                    a “Currency Swap Provider” in respect of the Securitisation
                    Fund.

                


        

         

        
          	
                  (p)

                	
                   Scope
                    of Agreement.
                    Notwithstanding anything contained in this Agreement to the contrary,
                    if
                    the parties enter into, or have entered into, any Specified Transaction,
                    such Specified Transaction shall be subject to, governed by and
                    construed
                    in accordance with the terms of this Agreement unless the Confirmation
                    relating thereto shall specifically state to the contrary. Each
                    such
                    specified Transaction shall be a Transaction for the purposes
                    of this
                    Agreement.

                


        

         

        
          	
                  (q)

                	
                  Procedures
                    for Entering into
                    Transactions.

                


        

         

        Confirmation
          of Transactions.
          Transactions shall be created at the moment that the parties agree sufficient
          particulars for completion of a Confirmation. With respect to each Transaction
          entered into pursuant to this Agreement between Party A and Party B, Party
          A
          shall, on or promptly after the relevant Trade Date, send to Party B care
          of the
          Manager a Confirmation confirming that Transaction and the Manager shall
          on
          behalf of Party B promptly then confirm the accuracy of or request the
          correction of such Confirmation. The Manager shall send to Party B a copy
          of
          such Confirmation.

         

        
          	
                  (r)

                	
                  Inconsistency.
                    In
                    the event of any inconsistency between any of the following documents,
                    the
                    relevant document first listed below shall
                    govern:

                


        

         

        
          	 	
                  (i)

                	
                  a
                    Confirmation;

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    Schedule to this Agreement;

                


        


        
          
            
            

          

          
            page
              16

            
              

            

          

          
            
            

          

        


         

        
          	 	
                  (iii)

                	
                  the
                    other provisions of this Agreement;
                    and

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    ISDA Definitions.

                


        

         

        
          	
                  (s)

                	
                  Further
                    Assurances.
                    Each party shall, upon request by the other party (the “requesting
                    party”)
                    at the expense of the requesting party, perform all such acts
                    and execute
                    all such agreements, assurances and other documents and instruments
                    as the
                    requesting party reasonably requires to assure and confirm the
                    rights and
                    powers afforded, created or intended to be afforded or created,
                    under or
                    in relation to this Agreement and each Transaction or other dealing
                    which
                    occurs under or is contemplated by
                    it.

                


        

         

        
          	
                  (t)

                	
                  ISDA
                    Definitions:
                    This Agreement, each Confirmation and each Transaction are subject
                    to the
                    2000 ISDA Definitions (as published by the International Swaps
                    and
                    Derivatives Association, Inc.) (the “ISDA
                    Definitions”),
                    and will be governed in all respects by any provisions set forth
                    in the
                    ISDA Definitions, without regard to any amendments to the ISDA
                    Definitions
                    made after the date of this Agreement. The ISDA Definitions are
                    incorporated by reference in, and shall be deemed to be part
                    of, this
                    Agreement and each Confirmation.

                


        

         

        
          	
                  (u)

                	
                  Any
                    reference to a:

                


        

         

        
          	 	
                  (i)

                	
                  “Swap
                    Transaction”
                    in
                    the ISDA Definitions is deemed to be a reference to a “Transaction” for
                    the purpose of interpreting this Agreement or any Confirmation;
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  “Transaction”
                    in
                    this Agreement or any Confirmation is deemed to be a reference
                    to a “Swap
                    Transaction” for the purposes of interpreting the ISDA
                    Definitions.

                


        

         

        
          	
                  (v)

                	
                  New
                    Sections 15, 16 and 17 are added as
                    follows:

                


        

         

        “15.        
          Capacity
          of Party B and the Manager

         

        
          	 	
                  (a)

                	
                  Party
                    B enters into this Agreement only in its capacity as trustee
                    of the
                    Securitisation Fund under the Master Trust Deed and in no other
                    capacity.
                    A liability incurred by Party B arising under or in connection
                    with this
                    Agreement is limited to and can be enforced against Party B only
                    to the
                    extent to which it can be satisfied out of the assets of the
                    Securitisation Fund which are available to satisfy the right
                    of Party B to
                    be exonerated or indemnified for the liability. This limitation
                    of Party
                    B’s liability applies despite any other provision of this Agreement
                    other
                    than section 15(c) and extends to all liabilities and obligations
                    of Party
                    B in any way connected with any representation, warranty, conduct,
                    omission, agreement or transaction related to this
                    Agreement.

                


        

         

        
          	 	
                  (b)

                	
                  The
                    parties other than Party B may not sue Party B in any capacity
                    other than
                    as trustee of the Securitisation Fund or seek the appointment
                    of a
                    receiver (except in relation to the assets of the Securitisation
                    Fund), or
                    a liquidator, an administrator or any similar person to Party
                    B or prove
                    in any liquidation, administration or arrangement of or affecting
                    Party B
                    (except in relation to the assets of the Securitisation
                    Fund).

                


        

         

        
          	 	
                  (c)

                	
                  The
                    provisions of this Section 15 shall not apply to any obligation
                    or
                    liability of Party B to the extent that it is not satisfied because
                    under
                    the Master Trust Deed or any other Transaction Document or by
                    operation of
                    law there is a reduction in the extent of Party B’s indemnification or
                    exoneration out of the assets of the Securitisation Fund, as
                    a result of
                    Party B’s fraud, negligence or Wilful
                    Default.

                


        


        
          
            
            

          

          
            page
              17

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (d)

                	
                  It
                    is acknowledged that the Manager is responsible under the Master
                    Trust
                    Deed for performing a variety of obligations relating to the
                    Securitisation Fund, including under this Agreement. No act or
                    omission of
                    Party B (including any related failure to satisfy its obligations
                    or
                    breach of a representation or warranty under this Agreement)
                    will be
                    considered fraud, negligence or Wilful Default of Party B for
                    the purpose
                    of Section 15(c) to the extent to which the act or omission was
                    caused or
                    contributed to by any failure by the Manager or any other person
                    to fulfil
                    its obligations relating to the Securitisation Fund or by any
                    other act or
                    omission of the Manager or any other
                    person.

                


        

         

        
          	 	
                  (e)

                	
                  Party
                    B is not obliged to do or refrain from doing anything under this
                    Agreement
                    (including incurring any liability) unless Party B’s liability is limited
                    in the same manner as set out in Sections 15(a) to 15(d) and
                    15(f).

                


        

         

        
          	 	
                  (f)

                	
                  No
                    attorney, agent, receiver or receiver and manager appointed in
                    accordance
                    with this Agreement has authority to act on behalf of Party B
                    in a way
                    which exposes Party B to any personal liability and no act or
                    omission of
                    any such person will be considered fraud, negligence or Wilful
                    Default of
                    Party B for the purpose of Section
                    15(c).

                


        

         

        
          	 	
                  (g)

                	
                  Subject
                    to the provisions related to deemed receipt of notices and other
                    communications under this Agreement, Party B will only be considered
                    to
                    have knowledge or awareness of, or notice of, any thing, or grounds
                    to
                    believe any thing, by virtue of the officers of Party B having
                    day to day
                    responsibility for the administration or management of Party
                    B’s
                    obligations in relation to the Securitisation Fund 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 or other default (howsoever described) means notice,
                    knowledge or
                    awareness of the occurrence of the events or circumstances constituting
                    that Event of Default or other default (as the case may
                    be).

                


        

         

        
          	 	
                  (h)

                	
                  In
                    this Agreement, except where expressly provided to the
                    contrary:

                


        

         

        
          	 	
                  (i)

                	
                  a
                    reference to Party B is a reference to Party B in its capacity
                    as trustee
                    of the Securitisation Fund only, and in no other capacity;
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  a
                    reference to the undertaking, assets, business, money or any
                    other thing
                    of or in relation to Party B is a reference to such undertaking,
                    assets,
                    business, money or other thing of or in relation to Party B only
                    in its
                    capacity as trustee of the Securitisation Fund, and in no other
                    capacity.

                


        

         

        
          	 	
                  (i)

                	
                  The
                    provision of this Section 15:

                


        

         

        
          	 	
                  (i)

                	
                  are
                    paramount and apply regardless of any other provision of this
                    Agreement or
                    any other instrument, even a provision which seeks to apply regardless
                    of
                    any other provision;

                


        

         

        
          	 	
                  (ii)

                	
                  survive
                    and endure beyond any termination of this Agreement for any reason;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  are
                    not severable from this Agreement.

                


        

         

        16.   Replacement
          Swap Transaction

         

        
          	 	
                  (a)

                	
                  If
                    any Transaction under this Agreement is terminated, Party B must,
                    subject
                    to paragraph (b), at the direction of the Manager, enter into
                    one or more
                    swaps which replace those Transactions (collectively a “Replacement
                    Swap Transaction”)
                    but only on the following
                    conditions:

                


        


        
          
            
            

          

          
            page
              18

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (i)

                	
                  the
                    amount payable under Section 6(e) (if any) by Party B to Party
                    A upon
                    termination of any Transactions will be paid in full when due
                    in
                    accordance with the Supplementary Bond Terms Notice and this
                    Agreement;
                    

                


        

         

        
          	 	
                  (ii)

                	
                  the
                    Designated Rating Agencies confirm that the Replacement Swap
                    Transaction
                    will not cause a reduction or withdrawal of the ratings of the
                    Notes;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  the
                    liability of Party B under the Replacement Swap Transaction is
                    limited to
                    at least the same extent that its liability is limited under
                    this
                    Agreement.

                


        

         

        
          	 	
                  (b)

                	
                  If
                    the conditions in Section 16(a) are satisfied, Party B must,
                    provided it
                    is satisfied with the terms of the Replacement Swap Transaction,
                    acting
                    reasonably and considering the interests of Class A Offered Noteholders,
                    at the direction of the Manager, enter into the Replacement Swap
                    Transaction and if it does it must direct the Replacement Swap
                    Transaction
                    provider to pay any upfront premium to enter into the Replacement
                    Swap
                    Transaction due to Party B directly to Party A in satisfaction
                    of and to
                    the extent of Party B’s obligation to pay an amount to Party A as referred
                    to in Section 16(a)(i) and to the extent that such premium is
                    not greater
                    than or equal to the amount referred to in Section 16(a)(i),
                    the balance
                    must be satisfied by Party B as an Expense of the Securitisation
                    Fund.

                


        

         

        
          	 	
                  (c)

                	
                  If
                    Party B enters into a Replacement Swap Transaction pursuant to
                    Section
                    16(a), Party B must direct Party A to pay any amount payable
                    under Section
                    6(e) by Party A to Party B on termination of this Agreement or
                    any
                    Transaction directly to the Replacement Swap Transaction provider
                    as
                    payment of and to the extent of any premium payable by Party
                    B to enter
                    into the Replacement Swap Transaction, in satisfaction of and
                    to the
                    extent of Party A’s obligation to pay that part of the amount payable
                    under Section 6(e) to Party B.

                


        

         

        17.   Segregation

         

        The
          liability of Party B under this Agreement is several and is separate in
          respect
          of each Relevant Swap Transaction. The failure of Party B to perform its
          obligations in respect of any Relevant Swap Transaction does not release
          Party B
          from its obligations under this Agreement or under any other Relevant Swap
          Transaction in respect of any other Class A Offered Notes issued by Party
          B.
          Nothing in this Agreement affects the respective priority rankings of claims
          against the Charged Property under the Security Trust Deed. Without limiting
          the
          generality of the foregoing, the provisions of this Agreement have effect
          separately and severally in respect of each Relevant Swap Transaction and
          are
          enforceable by or against Party B as though a separate agreement applied
          between
          Party A, Party B and the Manager for each Relevant Swap Transaction, so
          that
          (among other things):

         

        
          	 	
                  (i)

                	
                  this
                    Agreement together with each Confirmation relating to a Relevant
                    Swap
                    Transaction will form a single separate agreement between Party
                    A, Party B
                    and the Manager and references to the respective obligations
                    (including
                    references to payment obligations generally and in the context
                    of
                    provisions for the netting of payments and the calculation of
                    amounts due
                    on early termination) of Party A, Party B and the Manager shall
                    be
                    construed accordingly as a several reference to each mutual set
                    of
                    obligations arising under each such separate agreement between
                    Party A,
                    Party B and the Manager;

                


        


        
          
            
            

          

          
            page
              19

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (ii)

                	
                  representations
                    made and agreements entered into by the parties under this Agreement
                    are
                    made and entered separately and severally in respect of each
                    Relevant Swap
                    Transaction and may be enforced separately and severally in respect
                    of
                    each Relevant Swap Transaction; 

                


        

         

        
          	 	
                  (iii)

                	
                  rights
                    of termination, and obligations and entitlements consequent upon
                    termination, only accrue to Party A against Party B separately
                    and
                    severally in respect of each Relevant Swap Transaction, and only
                    accrue to
                    Party B against Party A separately and severally in respect of
                    each
                    Relevant Swap Transaction; and

                


        

         

        
          	 	
                  (iv)

                	
                  the
                    occurrence of an Event of Default or Termination Event in respect
                    of a
                    Relevant Swap Transaction does not in itself constitute an Event
                    of
                    Default or Termination Event in respect of any other Relevant
                    Swap
                    Transaction.

                


        

         

        
          	
                  (w)

                	
                  Telephone
                    recording:
                    Each party:

                


        

         

        
          	 	
                  (i)

                	
                  consents
                    to the recording of the telephone conversations of trading and
                    marketing
                    personnel of that party and its Affiliates in connection with
                    this
                    Agreement or any potential transaction;
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  agrees
                    to obtain any necessary consent of, and give notice of such recording
                    to,
                    such personnel of it and its Affiliates;
                    and

                


        

         

        
          	 	
                  (iii)

                	
                  will
                    provide transcripts of such recordings (if any) upon reasonable
                    request by
                    another party; and

                


        

         

        
          	 	
                  (iv)

                	
                  acknowledges
                    that, to the extent permitted by applicable law, such recordings
                    and
                    transcripts can be used as evidence by another party in any dispute
                    between them.

                


        

         

        
          	
                  (x)

                	
                  Consent
                    to Information Disclosure.

                


        

         

        Each
          party hereby consents to the communication and disclosure of all information
          in
          respect of this Agreement, the Transactions and all matters incidental
          hereto
          and thereto by the other party to (i) any other branches of the other party;
          and
          (ii) all government and regulatory authorities as and when required by
          such
          government and regulatory authorities.

         

        
          	
                  (y)

                	
                  Consolidation
                    of Transactions.

                


        

         

        
          	 	
                  (i)

                	
                  From
                    time to time the Manager (on behalf of Party B) may, in respect
                    of the
                    Securitisation Fund, request more than one Transaction to be
                    consolidated
                    into one Transaction by notifying Party A of the Transactions
                    to be
                    consolidated and Party A will issue a replacement Confirmation
                    for that
                    one consolidated Transaction in substitution for the original
                    Confirmation
                    for the Transaction.

                


        

         

        
          	 	
                  (ii)

                	
                  Each
                    such consolidation will be on such terms and conditions as agreed
                    by Party
                    A, Party B and the Manager.

                


        

         

        
          	 	
                  (iii)

                	
                  Party
                    B and the Manager agree to provide Party A with such financial
                    and other
                    information in relation to the consolidation as Party A reasonably
                    requires.

                


        


        
          
            
            

          

          
            page
              20

            
              

            

          

          
            
            

          

        

         

        
          	
                  (z)

                	
                  Relationship
                    Between Parties:
                    Each party will be deemed to represent to the other parties on
                    the date on
                    which it enters into a Transaction that (absent a written agreement
                    between the parties that expressly imposes affirmative obligations
                    to the
                    contrary for the Transaction):

                


        

         

        
          	 	
                  (i)

                	
                  Non-Reliance.
                    It
                    is acting for its own account (or, in the case of Party B, as
                    trustee of
                    the Securitisation Fund), and it has made its own independent
                    decisions to
                    enter into that Transaction and as to whether that Transaction
                    is
                    appropriate or proper for it based upon its own judgment and
                    in the case
                    of Party B, on the judgment of the Manager, and upon advice from
                    such
                    advisers as it has deemed necessary. It is not relying on any
                    communication (written or oral) of the other party as investment
                    advice or
                    as a recommendation to enter into that Transaction; it being
                    understood
                    that information and explanations related to the terms and conditions
                    of a
                    Transaction shall not be considered investment advice or a recommendation
                    to enter into that Transaction. No communication (written or
                    oral)
                    received from the other party shall be deemed to be an assurance
                    or
                    guarantee as to the expected results of that
                    Transaction.

                


        

         

        
          	 	
                  (ii)

                	
                  Assessment
                    and Understanding.
                    It
                    is capable of assessing the merits of and understanding (on its
                    own behalf
                    or through independent professional advice), and understands
                    and accepts,
                    the terms, conditions and risks of that Transaction. It is also
                    capable of
                    assuming, and assumes, the risks of that
                    Transaction.

                


        

         

        
          	 	
                  (iii)

                	
                  Status
                    of Parties.
                    The other party is not acting as a fiduciary for or as an adviser
                    to it in
                    respect of that Transaction.

                


        

         

        
          	
                  (aa)

                	
                  Appointment
                    of Manager:
                    Party A acknowledges that under the Master Trust Deed Party B
                    has
                    appointed the Manager as manager of the Securitisation Fund with
                    the
                    powers set out in and upon and subject to the terms of, the Master
                    Trust
                    Deed. Accordingly, subject to the terms of the Master Trust Deed,
                    the
                    Manager:

                


        

         

        
          	 	
                  (i)

                	
                  may
                    on behalf of Party B arrange, enter into, and monitor Transactions
                    and
                    novations of Transactions, execute Confirmations and exercise
                    all other
                    rights and powers of Party B under this
                    Agreement;

                


        

         

        
          	 	
                  (ii)

                	
                  without
                    limiting the generality of the foregoing, the Manager shall issue
                    and
                    receive, on behalf of Party B all notices, Confirmations, certificates
                    and
                    other communications to or by Party A under this
                    Agreement;

                


        

         

        
          	 	
                  (iii)

                	
                  must
                    provide copies of all Confirmations and notices given by Party
                    A to Party
                    B promptly upon receipt of such notices from Party A;
                    and

                


        

         

        
          	 	
                  (iv)

                	
                  must
                    provide at least two Local Business Days prior notice to Party
                    B of the
                    details of any proposed Transaction or novation of
                    Transactions.

                


        

         

        A
          failure
          by the Manager to give notice to Party B under the above provisions will
          not of
          itself affect the validity of the Transactions or novation of Transactions.
          For
          the avoidance of doubt, a Transaction or novation of a Transaction entered
          into
          by the Manager on behalf of Party B as contemplated under this Agreement
          is
          binding on each of Party A, Party B and the Manager.

         

        Subject
          to Section 15, Party B agrees that it is bound by anything the Manager
          does
          under this Part
          5(aa).

         

        Party
          A
          is not obliged to enquire into the authority of the Manager to exercise
          or
          satisfy any of Party B’s rights or obligations on Party B’s behalf.

         


        
          
            
            

          

          
            page
              21

            
              

            

          

          
            
            

          

        

         

        
          	
                  (bb)

                	
                  Ratings
                    Downgrade:

                


        

         

        
          	 	
                  (i)

                	
                  In
                    the event that the unsecured and unsubordinated debt obligations
                    of Party
                    A (or any applicable assignee or its guarantor) shall have (1)
                    a long term
                    credit rating of less than AA- by S&P and a short-term credit rating
                    of less than A-1+ by S&P, or (2) a long term credit rating of less
                    than A2 by Moody’s and a short term credit rating of less than P-1 by
                    Moody’s, or (3) a long term credit rating of less than BBB+ by Fitch
                    Ratings and a short term credit rating of less than F2 by Fitch
                    Ratings
                    and Party B does not receive written affirmation of the then
                    current
                    rating of the Notes, then Party A shall immediately notify the
                    Designated
                    Rating Agencies and Party B and within 5 Local Business Days
                    (or 30 Local
                    Business Days if the downgrade is to no less than A- (S&P long term)
                    and A-1 (S&P short term) and A3 (Moody’s long term) and A+ (Fitch long
                    term) and F1 (Fitch short term)) of such downgrade (unless during
                    this
                    period, Party A and Party B receive written confirmation from
                    S&P,
                    Fitch Ratings and Moody’s that such downgrade would not result in the
                    Notes either being downgraded or placed under review for possible
                    downgrade) at its cost either:

                


        

         

        
          	 	
                  (A)

                	
                  put
                    in place an appropriate mark-to-market collateral agreement (consisting
                    of
                    either cash or securities) which is based either on S&P's New Interest
                    Rate and Currency Swap Criteria published in February 2004 (as
                    may be
                    amended from time to time), Moody’s Framework for De-Linking Hedge
                    Counterparty Risks from Global Structured Finance Cashflow Transactions
                    published May 2006 (as amended from time to time), Fitch Ratings’
                    Counterparty Risk in Structured Finance Transactions: Swap Criteria
                    published on 13 September 2004 (as amended from time to time)
                    or on any
                    other agreement reached between the parties (whichever of these
                    has the
                    highest ratings criteria), in support of its obligations under
                    the
                    Agreement, PROVIDED that Party A and Party B receive prior written
                    confirmation from S&P, Fitch Ratings and Moody’s that the rating
                    assigned to the Notes then outstanding by S&P, Fitch Ratings and
                    Moody’s is not adversely affected by the downgrade following such
                    collateral arrangements being put in place and PROVIDED FURTHER
                    that this
                    Part
                    5(bb)(i)(A)
                    will not apply where the long term credit rating falls to BBB+
                    (or less)
                    by Fitch Ratings and the short term credit rating falls to F2
                    (or less) by
                    Fitch Ratings;

                


        

         

        
          	 	
                  (B)

                	
                  transfer
                    all its rights and obligations with respect to this Agreement
                    to a
                    replacement third party, which each Designated Rating Agency
                    has provided
                    its Rating Agency Confirmation, whose unsecured and unsubordinated
                    debt
                    obligations have (1) a long term credit rating of at least AA-
                    by S&P
                    and a short-term credit rating of at least A-1+ by S&P, or (2) a long
                    term credit rating of at least A2 by Moody’s and a short term credit
                    rating of at least P-1 by Moody’s, or (3) a long term credit rating of at
                    least A+ by Fitch Ratings and a short term credit rating of at
                    least F1 by
                    Fitch Ratings; 

                


        

         

        
          	 	
                  (C)

                	
                  procure
                    that its obligations with respect to this Agreement are guaranteed
                    by a
                    third party resident outside Australia whose unsecured and unsubordinated
                    debt obligations have (1) a long term credit rating of at least
                    AA- by
                    S&P and a short-term credit rating of at least A-1+ by S&P, or (2)
                    a long term credit rating of at least A2 by Moody’s and a short term
                    credit rating of at least P-1 by Moody’s, or (3) a long term credit rating
                    of at least A+ by Fitch Ratings and a short term credit rating
                    of at least
                    F1 by Fitch Ratings; or

                


        

         


        
          
            
            

          

          
            page
              22

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (D)

                	
                  enter
                    into such other arrangements which each Designated Rating Agency
                    has
                    confirmed will result in there not being a withdrawal or downgrade
                    of any
                    credit rating assigned by it to the
                    Notes.

                


        

         

        
          	 	
                  (ii)

                	
                  Where
                    Party A transfers its rights and obligations to a replacement
                    counterparty
                    in accordance with Part
                    5(bb)(i)(B),
                    the Trustee, at the direction of the Manager, and each other
                    party to this
                    Agreement shall do all things reasonably necessary at the cost
                    of Party A
                    to novate the relevant rights and obligations to the replacement
                    counterparty.

                


        

         

        
          	 	
                  (iii)

                	
                  If,
                    at any time, Party A’s obligations under this Agreement are transferred in
                    accordance with Part
                    5(bb)(i)(B),
                    Party A shall be immediately entitled to any collateral which
                    it has
                    provided under any collateral agreement contemplated by Part
                    5(bb)(i)(A)
                    (less any amount withdrawn in accordance with Part
                    5(bb)(iv)). 

                


        

         

        
          	 	
                  (iv)

                	
                  Party
                    B may only make withdrawals from any account into which collateral
                    is
                    provided by Party A (the Collateral
                    Account)
                    if directed to do so by the Manager and then only for the purpose
                    of:

                


        

         

        
          	 	
                  (A)

                	
                  transferring
                    obligations under this Agreement in accordance with Part
                    5(bb)(i)(B)
                    (including the costs of obtaining a replacement
                    counterparty);

                


        

         

        
          	 	
                  (B)

                	
                  refunding
                    to Party A any excess in the amount of any collateral deposited
                    to the
                    Collateral Account over the amount Party A is required to maintain
                    under
                    any collateral agreement contemplated by Part
                    5(bb)(i)(A);
                    

                


        

         

        
          	 	
                  (C)

                	
                  withdrawing
                    any amount which has been incorrectly deposited into the Collateral
                    Account;

                


        

         

        
          	 	
                  (D)

                	
                  paying
                    bank accounts debit tax or other equivalent Taxes payable in
                    respect of
                    the Collateral Account; 

                


        

         

        
          	 	
                  (E)

                	
                  funding
                    the amount of any payment due to be made by Party A under this
                    Agreement
                    following the failure by Party A to make that payment;
                    or

                


        

         

        
          	 	
                  (F)

                	
                  making
                    interest payments to Party A as contemplated by Part
                    5(bb)(v).

                


        

         

        The
          Manager must direct Party B to, and Party B must, refund or pay to Party A
          the amount of any payment which may be made to Party A under (B), (C) or
          (F)
          above as soon as such refund or payment is possible.

         

        
          	 	
                  (v)

                	
                  All
                    interest on the Collateral Account will accrue and be payable
                    monthly to
                    Party A providing the amount deposited to the Collateral Account
                    is not
                    less than the amount Party A is required to maintain under the
                    collateral
                    agreement contemplated by Part
                    5(bb)(i)(A). 

                


        

         

        
          	
                  (cc)

                	
                  Exchange
                    Controls

                


        

         

        Section
          5(b)(i) (Illegality)
          is
          amended by adding the following paragraph at the end:

         

        “this
          sub
          paragraph (i) does not apply to the imposition by the Australian government
          or
          any agency of the Australian government of any exchange control restrictions
          or
          prohibitions (“exchange
          controls”).
          For
          the avoidance of doubt:

         

        
          	 	
                  (A)

                	
                  exchange
                    controls do not constitute an Illegality or other Termination
                    Event or an
                    Event of Default under this Agreement, and do not entitle a party
                    to
                    terminate a Transaction or otherwise refuse to make any payments
                    it is
                    obliged to make under a Transaction;
                    and

                


        


        
          
            
            

          

          
            page
              23

            
              

            

          

          
            
            

          

        


        
           

          
            	 	
                    (B)

                  	
                    if
                      and for so long as exchange controls are imposed, delivery
                      by either party
                      of Australian dollar amounts required to be paid by it under
                      any relevant
                      Confirmation to the bank account in Australia notified in writing
                      by a
                      party (the “payer”)
                      to the other party from time to time specified in that Confirmation
                      will
                      constitute proper payment of those amounts by that other party
                      and the
                      payer’s obligations under this Agreement will be unaffected by any
                      such
                      exchange controls.

                  


          

           

          
            	 	 	
                    Nothing
                      in this Section 5(b)(i) limits the rights of Party A or Party
                      B in
                      relation to any other Termination Event or Event of Default
                      resulting from
                      such event including any rights of Party A or Party B arising
                      as a result
                      of a failure by Party A or Party B to make any payment in accordance
                      with
                      this Agreement.”

                  


          

           

        

        
          	
                  (dd)

                	
                  Transfer

                


        

         

        A
          new
          paragraph (c) is added to Section 7 as follows:

         

        “a
          party
          may make such a transfer in accordance with this Agreement or the Security
          Trust
          Deed”.

         

        and
          the
          full-stop at the end of paragraph (b) is replaced with “; and”

         

        
          	
                  (ee)

                	
                  Party
                    B’s Payment Instructions

                


        

         

        Party
          B
          irrevocably authorises and instructs Party A to make payment of:

         

        
          	 	
                  (i)

                	
                  the
                    Initial Exchange Amount (as defined in a Confirmation) payable
                    by Party A
                    under a currency swap transaction by paying that amount direct
                    to the
                    account notified in writing by Party B to Party A for that purpose;
                    and

                


        

         

        
          	 	
                  (ii)

                	
                  any
                    other amount due from Party A to Party B under this Agreement
                    by paying
                    that amount direct to the relevant Paying Agent to
                    the account notified in writing by the relevant Paying Agent
                    to Party A
                    for that purpose. Party A is entitled to rely on any such
                    notice.

                


        

         

        
          	
                  (ff)

                	
                  No
                    Amendment

                


        

         

        
          	 	
                  (i)

                	
                  Each
                    of Party B and the Manager agrees that it will not consent to
                    any
                    amendment to any provision in any Transaction Document dealing
                    with the
                    ranking, priority or entitlement of Party A in respect of any
                    security or
                    moneys without the prior written consent of Party
                    A.

                


        

         

        
          	 	
                  (ii)

                	
                  No
                    amendment may be made to this agreement unless each of the Designated
                    Rating Agencies has provided a Rating Agency
                    Confirmation.

                


        

         

        
          	
                  (gg)

                	
                  Regulation
                    AB Financial Disclosure

                


        

         

        
          	 	
                  (i)

                	
                  Party
                    A acknowledges that for so long as there are reporting obligations
                    with
                    respect to any Transaction under this Agreement under Regulation
                    AB, the
                    Manager is required under Regulation AB to disclose certain information
                    set forth in Regulation AB regarding Party A or its group of
                    affiliated
                    entities, if applicable, depending on the aggregate significance
                    percentage of this Agreement and any other derivative contracts
                    between
                    Party A or its group of affiliated entities, if applicable, and
                    Party B,
                    as calculated from time to time in accordance with Item 1115
                    of Regulation
                    AB.

                


        

         

        
          	 	
                  (ii)

                	
                  If
                    the Manager determines, reasonably and in good faith, that the
                    significance percentage of this Agreement is or has
                    become:

                


        

         


        
          
            
            

          

          
            page
              24

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (A)

                	
                  8%
                    or more; or

                


        

         

        
          	 	
                  (B)

                	
                  18%
                    or more,

                


        

         

        then
          on
          any Local Business Day after the date of such determination, Party B (at
          the
          direction of the Manager) or the Manager may request Party A to provide
          the
          relevant Swap Financial Disclosure.

         

        
          	 	
                  (iii)

                	
                  Party
                    A, at its own expense, shall within four Local Business Days
                    after receipt
                    of a Swap Financial Disclosure Request provide the Manager with
                    the
                    relevant Swap Financial Disclosure.

                


        

         

        
          	 	
                  (iv)

                	
                  If
                    Party A is not able to provide the relevant Swap Financial Disclosure
                    in
                    accordance with Part
                    5(gg)(iii)
                    of
                    this Schedule, then Party A, at its own expense, shall secure
                    another
                    entity to replace Party A as party to this Agreement on terms
                    substantially similar to this Agreement which entity is able
                    to and will
                    provide the Swap Financial Disclosure for such entity within
                    the time
                    period specified in Part
                    5(gg)(iii)
                    of
                    this Schedule (subject to Rating Agency Confirmation having been
                    obtained
                    and to approval by the Manager (which approval will not be unreasonably
                    withheld or delayed)).

                


        

         

        
          	 	
                  (v)

                	
                  The
                    parties agree that, if permitted by Regulation AB, any required
                    Swap
                    Financial Disclosure may be provided by incorporation by reference
                    from
                    reports filed pursuant to the Exchange Act. The parties agree
                    that the
                    Manager and the Securitisation Fund are authorised to incorporate
                    by
                    reference into the prospectus relating to the Securitisation
                    Fund any
                    reports filed by the Manager or the Securitisation Fund with
                    the
                    Commission pursuant to section 13(a) or 15(d) of the Exchange
                    Act any
                    required Swap Financial Disclosure contained in any reports filed
                    by Party
                    A with the Commission pursuant to section 13(a) or 15(d) of the
                    Exchange
                    Act. The parties also agree that the Manager and the Securitisation
                    Fund
                    are authorised to incorporate by reference into the prospectus
                    relating to
                    the Securitisation Fund any documents filed by Party A with the
                    Commission
                    pursuant to section 13(a) or 15(d) of the Exchange Act after
                    the date of
                    this Agreement and prior to the termination of the offering described
                    in
                    the prospectus relating to the Securitisation
                    Fund.

                


        

         

        
          	 	
                  (vi)

                	
                  Party
                    A shall indemnify the Manager, the Securitisation Fund and each
                    underwriter, the respective present and former directors, officers,
                    employees and agents of each of the foregoing and each person,
                    if any, who
                    controls the Manager, the Securitisation Fund or any underwriter
                    within
                    the meaning of Section 15 of the Securities Act or Section 20
                    of the
                    Exchange Act (collectively, the "indemnified persons") and shall
                    hold each
                    of them harmless from and against any and all losses, claims,
                    damages or
                    liabilities (including legal fees and reasonable expenses) to
                    which any of
                    them may become subject, under the Securities Act, the Exchange
                    Act or
                    otherwise, insofar as such losses, claims, damages or liabilities
                    (or
                    actions in respect thereof) arise out of or are based
                    upon:

                


        

         

        
          	 	
                  (A)

                	
                  any
                    untrue statement or alleged untrue statement of any material
                    fact
                    contained in the Swap Financial Disclosure provided by Party
                    A;

                


        

         

        
          	 	
                  (B)

                	
                  any
                    omission or alleged omission to state in the Swap Financial Disclosure
                    provided by Party A a material fact required to be stated therein
                    or
                    necessary to make the statements therein, in the light of the
                    circumstances under which they were made, not misleading;
                    or

                


        

         

        
          	 	
                  (C)

                	
                  any
                    failure by Party A to provide the Manager with the relevant Swap
                    Financial
                    Disclosure when and as required under this Part
                    5(gg);
                    provided, however, that, if Party A secures another entity to
                    replace
                    Party A as party to this Agreement pursuant to Part
                    5(gg)(iv)
                    of
                    this Schedule, Party A shall not be liable for any losses, claims,
                    damages
                    or liabilities (including reasonable legal fees and expenses)
                    to which any
                    of the indemnified persons may become subject arising out of
                    or based upon
                    a failure by Party A to provide the Manager with the relevant
                    Swap
                    Financial Disclosure following the provision of the relevant
                    Swap
                    Financial Disclosure by the other entity to the
                    Manager.

                


        

         

         

        
          
            
            

          

          
            page
              25

            
              

            

          

          
            
            

          

        

         

         

        The
          provisions of this Part
          5(gg)(vi)
          shall
          not limit whatever rights the Manager may have under other provisions of
          this
          Agreement, the other Transaction Documents or otherwise, whether in equity
          or at
          law, such as an action for damages, specific performance or injunctive
          relief.

         


        
          
            
            

          

          
            page
              26

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF the parties have executed this Schedule on the respective
          dates
          specified below with effect from the date specified on the first page of
          this
          document.

         

        
          	
                  PARTY
                    A

                
	 
	
                  Signed
                    in             
                         on the     
                        day
                    of        
                            for Australia
                    and New Zealand Banking Group Limited
                    by its duly appointed Attorney under Power of Attorney dated
                    Registered
                    Book
                                     No.
                             each of whom declares
                    that he/she has not received notice of revocation of the
                    power

                


        

         

        In
          the
          presence of

         

        
          	
                  Witness:
                    /s/
                    Jayne Romeril        

                	
                  Attorney:
                    /s/ Frank Lin        

                
	 	 
	
                  Name:
                    Jayne Romeril

                	
                  Name:
                    Frank Lin

                
	 	 
	
                  Title:
                    Legal Assistant

                	
                  Title:
                    Corporate
                    Lawyer 
         
                    Institutional Legal Group

                
	 	 
	
                  Date:
                    29 May 2007

                	
                  Date:
                    29 May 2007

                
	
                   

                	 
	 	 
	 	
                  Attorney:
                    /s/
                    Anton Usher        

                
	 	 
	 	
                  Name:
                    Anton Usher

                
	 	 
	 	
                  Title:
                    Senior Lawyer 

                           
                    Institutional Legal Group

                
	 	 
	 	
                  Date:
                    29 May 2007

                


        

        


         

        
          	
                  PARTY
                    B

                
	 
	
                  Signed
                    by Perpetual
                    Limited

                  by
                    its attorney who declares that he/she has not received notice
                    of
                    revocation of the power

                


        

         

        In
          the
          presence of

         

        
          	
                  Witness:/s/
                    Zachary Low        

                	
                  Attorney:/s/
                    Craig Cullen        

                
	 	 
	
                  Name:
                    Zachary Low

                	
                  Name:
                    Craig Cullen

                
	 	 
	
                  Title:
                    Paralegal

                	
                  Title:
                    Assistant Manager

                
	 	 
	
                  Date:
                    29/5/07

                	
                  Date:
                    29 May 2007

                


        

        


         


        
          
            
            

          

          
            page
              27

            
              

            

          

          
            
            

          

        


        


         

        
          	
                  THE
                    MANAGER

                
	 
	
                  Signed
                    by ME
                    Portfolio Management Limited

                  by
                    its attorney who declares that he/she has not received notice
                    of
                    revocation of the power.

                


        

         

        In
          the
          presence of


         

        
          	
                  Witness:/s/
                    Antonia Leung        

                	
                  Attorney:/s/
                    Timothy D. Barton        

                
	 	 
	
                  Name:
                    Antonia Leung

                	
                  Name:
                    Timothy D. Barton

                
	 	 
	
                  Title:
                    Secretary

                	
                  Title:
                    Attorney

                
	 	 
	
                  Date:
                    29 May 2007

                	
                  Date:
                    29 May 2007

                


        

         

        
          
            
            

          

          
            page
              28

            
              

            

          

          
            
            

          

        

         

          

         

        
          
            	
                    To:

                  	
                    Perpetual
                      Limited (ABN 86 000 431 827) as trustee for SMHL Global
                      Fund 2007-1

                  
	 	
                    C/o
                      ME Portfolio Management Limited

                  
	 	 
	
                    Copy
                      To:

                  	
                    ME
                      Portfolio Management Limited (ABN 79 005 964 134) as manager
                      of the SMHL
                      Global Fund 2007-1

                  
	 	 
	
                    Attention:

                  	
                    Derivative
                      Operations

                  
	 	 
	
                    Facsimile
                      no.:

                  	
                    +613
                      9605 6228 

                  
	 	 
	 	 
	
                    Re:

                  	
                    Cross
                      Currency Swap Transaction

                  
	 	 
	
                    Our
                      Reference: 

                  	
                    CS382830

                  


          

           

          Ladies
            and Gentlemen:

          


          The
            purpose of this letter is to confirm the terms and conditions of the
            Transaction
            entered into between
            Australia and New Zealand Banking Group (ABN 11 005 357 522) (“Party A”) and ME
            Portfolio Management Limited (ABN 79 005 964 134) as manager
            of the SMHL Global Fund 2007-1 (“Manager”)
            and
            for Perpetual Limited (ABN 86 000 431 827) as trustee of the
            SMHL Global Fund 2007-1 (“Party B”) on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
            to in the Agreement specified below.

          


          The
            definitions and provisions contained in the 2000 ISDA Definitions as
            published
            by the International Swaps and Derivatives Association, Inc. (the “Definitions”)
            are incorporated by reference herein. Any terms used and not otherwise
            defined
            herein, which are contained in the Definitions, shall have the meaning
            set forth
            therein. This Confirmation incorporates the attached Definitions Schedule
            which
            forms part of, and is subject to this Confirmation. In the event of any
            inconsistency between the Definitions and this Confirmation, this Confirmation
            will prevail for the purposes of this Transaction.

          


          Where
            in
            this Confirmation a word or expression is defined by reference to the
            Supplementary Bond Terms Notice or there is a reference to the Supplementary
            Bond Terms Notice, any amendment to the meaning of the word or expression
            or to
            the Supplementary Bond Terms Notice will be of no effect for the purposes
            of
            this Confirmation unless and until the amendment is consented to by all
            parties
            to this Confirmation.

          


          For
            the
            purpose of this Confirmation, all references in the Definitions or the
            Agreement
            to a “Swap Transaction” shall be deemed to be references to this
            Transaction.

          


          1.
            This
            Confirmation supplements, forms part of, and is subject to, the ISDA
            Master
            Agreement dated as of 29 May 2007, (as the same may be amended or supplemented
            from time to time, the “Agreement”), between Party A, Party B and the Manager.
            All provisions contained in the Agreement shall govern this Confirmation
            except
            as expressly modified below.

          


          


          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

          


          2.
            The
            terms of the particular Transaction to which this Confirmation relates
            are as
            follows:

          

            
              	 	 	 	 	 
	
                      1.

                    	Trade
                      Date:	31
                      May 2007
	 	 	 	 	 
	
                      2.

                    	Effective
                      Date:	05
                      June 2007
	 	 	 	 	 
	
                      3.

                    	Termination
                      Date:	The
                      date of redemption of the Class A1 Notes in accordance with
                      clause 3.4 of
                      the Supplementary Bond Terms Notice.
	 	 	 
	
                      4.

                    	Floating
                      Amounts	
                    	 
	 	 	 	
                    	 
	
                      4.1

                    	Floating
                      Amounts Payable by Party A:	
                    	 
	 	 	 	
                    	 
	 	
                      (A)

                    	
                      Floating
                        Rate Payer:

                    	Party
                      A
	 	 	 	 	 
	 	 	
                      Calculation
                        Amount:

                    	For
                      each Floating Rate Payer Payment Date, the aggregate Invested
                      Amount of
                      the Class A1 Notes as at the end of the first day of the Quarterly
                      Interest Period ending on but excluding that a Floating Rate
                      Payer Payment
                      Date (after taking into account any reductions in the Invested
                      Amount of
                      the Class A1 Notes on that day) provided that the Calculation
                      Amount for
                      any Floating Rate Payer Payment Date cannot be higher than
                      the Calculation
                      Amount for the previous Floating Rate Payer Payment Period
                      Date (or
                      US$1,200,000,000.00 in the case of the first Floating Rate
                      Payer Payment
                      Date).
	 	 	 	 	 
	 	 	
                      Party
                        A Floating Rate 

                      Payer
                        Payment Dates:

                    	
                      Commencing
                        on the 12th September 2007 and quarterly thereafter on the
                        12th day of
                        March, June, September and December of each calendar year
                        up to and
                        including the Termination Date, subject to adjustment in
                        accordance with
                        the Modified Following Business Day Convention. 

                       

                      Payment
                        by Party A of the Calculation Amount must be made before
                        9:30am (New York
                        time) on each Party A Floating Rate Payer Payment Date.

                    
	 	 	 	 
	 	 	
                      Party
                        A Floating Rate 

                      Option:

                    	USD-LIBOR-BBA
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Day 

                      Count
                        Fraction:

                    	Actual/360
	 	 	 	 	 
	 	 	
                      Reset
                        Dates:

                    	The
                      first Business Day of each Quarterly Interest Period.
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	Three
                      months (except that in the case of the first Quarterly Interest
                      Period,
                      the rate will be determined by linear interpolation calculated
                      by
                      reference to the duration of the first Quarterly Interest Period).
                      
	 	 	 	 
	 	 	
                      Party
                        A Spread:

                    	In
                      respect of:
	 	 	 	 	 
	 	 	 	
                      (a)

                    	
                      Floating
                        Rate Payer Payment Dates on or prior to 12 March 2013 (or
                        if that day is
                        not a Business Day, the next following Business Day), 0.06%;
                        and

                    


            

             

            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	 	
                      (b)

                    	
                      Floating
                        Rate Payer Payment Dates after 12
                        March 2013 (or if that day is not a Business Day, the next
                        following
                        Business Day), 0.12%. 

                    
	 	 	 	 	 
	
                      (B)

                    	 	
                      Floating
                        Rate Payer:

                    	Party
                      A
	 	 	 	 	 
	 	 	
                      Calculation
                        Amount:

                    	An
                      amount equal to the Class A1 Unpaid Interest Amount in relation
                      to that
                      Floating Rate Payer Payment Date.
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer 

                      Payment
                        Dates:

                    	
                      Commencing
                        on the 12th September 2007 and quarterly thereafter on the
                        12th day of
                        March, June, September and December of each calendar year
                        up to and
                        including the Termination Date, subject to adjustment in
                        accordance with
                        the Modified Following Business Day Convention. 

                       

                      Payment
                        by Party A of the Calculation Amount must be made before
                        9:30am (New York
                        time) on each Party A Floating Rate Payer Payment Date.

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Option:

                    	USD-LIBOR-BBA
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	Three
                      months (except that in the case of the first Quarterly Interest
                      Period,
                      the rate will be determined by linear interpolation calculated
                      by
                      reference to the duration of the first Quarterly Interest
                      Period).
	 	 	 	 
	 	 	
                      Spread:

                    	In
                      respect of:
	 	 	 	 
	 	 	 	
                      (a)

                    	
                      Floating
                        Rate Payer Payment Dates on or prior to 12 March 2013 (or
                        if that day is
                        not a Business Day, the next following Business Day), 0.06%;
                        and

                    
	 	 	 	 	 
	 	 	 	
                      (b)

                    	
                      Floating
                        Rate Payer Payment Dates after 12 March 2013 (or if that
                        day is not a
                        Business Day, the next following Business Day), 0.12%. 

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Day 

                      Count
                        Fraction:

                    	Actual/360
	 	 	 	 	 
	 	 	
                      Reset
                        Dates:

                    	The
                      first Business Day of each Quarterly Interest Period
	 	 	 	 	 
	 	 	
                      Compounding

                    	Inapplicable
	 	 	 	 	 
	
                      (C)

                    	 	
                      Class
                        A1 Unpaid Interest Amount

                    	On
                      each Floating Rate Payer Payment Date Party A will pay to Party
                      B an
                      amount equal to the Class A1 Unpaid Interest Amount, if any,
                      in relation
                      to that Floating Rate Payer Payment Date.
	 	 	 	 
	
                      4.2

                    	
                      Floating
                        Amounts Payable 

                      by
                        Party B:

                    	 	 
	 	 	 	 
	 	
                      (A)

                    	
                      Floating
                        Rate Payer:

                    	Party
                      B
	 	 	 	 	 
	 	 	
                      Calculation
                        Amount:

                    	For
                      each Floating Rate Payer Payment Date, the A$ Equivalent of
                      the aggregate
                      Invested Amount of the Class A1 Notes as at the end of the
                      first day of
                      the Quarterly Interest Period referrable to a Floating Rate
                      Payer Payment
                      Date (after taking into account any reductions in the Invested
                      Amount of
                      the Class A1 Notes on that day) provided that the Calculation
                      Amount for
                      any Floating Rate Payment Date cannot be higher than the Calculation
                      Amount for the previous Floating Rate Payer Payment Period
                      Date (or
                      A$1,463,414,634.15 in the case of the first Floating Rate Payer
                      Payment
                      Date).


            

             

            
              
                
                

              

              
                3

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	
                      Party
                        B Floating Rate 

                      Payer
                        Payment Dates:

                    	
                      Commencing
                        on the 12th September 2007 and quarterly thereafter on the
                        12th day of
                        March, June, September and December of each calendar year
                        up to and
                        including the Termination Date, subject to adjustment in
                        accordance with
                        the Modified Following Business Day Convention.

                       

                      Payment
                        of the Calculation Amount by Party B must be made by 4.00pm
                        (Sydney time)
                        on each Party B Floating Rate Payer Payment Date.

                    
	 	 	 	 
	 	 	
                      Party
                        B Floating Rate Option:

                    	AUD-BBR-BBSW
	 	 	 	 
	 	 	
                      Party
                        B Floating Rate Day Count Fraction

                    	Actual/365
                      (Fixed)
	 	 	 	 	 
	 	 	Reset
                      Dates	The
                      first day
                      of each Quarterly Interest Period
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	Three
                      months (except that in the case of the first Quarterly Interest
                      Period,
                      the rate will be determined by linear interpolation calculated
                      by
                      reference to the duration of the first Quarterly Interest
                      Period)
	 	 	 	 
	 	 	
                      Party
                        B Spread:

                    	In
                      respect of:
	 	 	 	 
	 	 	 	
                      (a)

                    	
                      Floating
                        Rate Payer Payment Dates on or prior to 12 March 2013 (or
                        if that day is
                        not a Business Day, the next following Business Day), 0.1456%;
                        and

                    
	 	 	 	 	 
	 	 	 	
                      (b)

                    	
                      Floating
                        Rate Payer Payment Dates after 12 March 2013 (or if that
                        day is not a
                        Business Day, the next following Business Day), 0.2456%.
                        

                    
	 	 	 	 	 
	 	
                      (B)

                    	
                      Floating
                        Rate Payer:

                    	Party
                      B
	 	 	 	 	 
	 	 	
                      Calculation
                        Amount:

                    	An
                      amount equal to the A$ Class A1 Unpaid Interest Amount in relation to
                      that Floating Rate Payer Payment Date.
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Payer Payment Dates:

                    	Commencing
                      on the 12th September 2007 and quarterly thereafter on the
                      12th day of
                      March, June, September and December of each calendar year up
                      to and
                      including the Termination Date, subject to adjustment in accordance
                      with
                      the Modified Following Business Day Convention.
	 	 	 	 	 
	 	 	 	Payment
                      of the Calculation Amount by Party B must be made by 4.00pm
                      (Sydney time)
                      on each Party B Floating Rate Payer Payment
                      Date.


            

             

            
              
                
                

              

              
                4

                
                  

                

              

              
                
                

              

            

             

            
              	 	 	
                      Floating
                        Rate Option:

                    	AUD-BBR-BBSW
	 	 	 	 	 
	 	 	
                      Designated
                        Maturity:

                    	Three
                      months (except that in the case of the first Quarterly Interest
                      Period,
                      the rate will be determined by linear interpolation calculated
                      by
                      reference to the duration of the first Quarterly Interest Period).
                      
	 	 	 	 	 
	 	 	
                      Spread:

                    	In
                      respect of: 
	 	 	 	 	 
	 	 	 	
                      (a)

                    	
                      Floating
                        Rate Payer Payment Dates on or prior to 12 March 2013 (or
                        if that day is
                        not a Business Day, the next following Business Day), 0.1456%;
                        and

                    
	 	 	 	 	 
	 	 	 	
                      (b)

                    	
                      Floating
                        Rate Payer Payment Dates after 12 March 2013 (or if that
                        day is not a
                        Business Day, the next following Business Day), 0.2456%.
                        

                    
	 	 	 	 	 
	 	 	
                      Floating
                        Rate Day Count Fraction:

                    	Actual/365
                      (Fixed)
	 	 	 	 	 
	 	 	
                      Reset
                        Dates

                    	The
                      first day of each Quarterly Interest Period
	 	 	 	 	 
	 	 	
                      Compounding:

                    	Inapplicable
	 	 	 	 	 
	 	
                      (C)

                    	
                      A$
                        Class A1 Unpaid 

                      Interest
                        Amount

                    	
                      On
                        each Floating Rate Payer Payment Date Party B will pay to
                        Party A an
                        amount equal to the 

                      A$
                        Class A1 Unpaid Interest Amount, if any, in relation to that
                        Floating Rate
                        Payer Payment Date.

                    
	 	 	 	 
	
                      4.3

                    	
                      Proportional
                        Adjustment 

                      of
                        Floating Amounts 

                    	If
                      the A$ Class A1 Interest Payment in relation to a Quarterly
                      Payment Date
                      will be less than the aggregate of the Floating Amounts payable
                      by Party B
                      to Party A on that Quarterly Payment Date (including any A$ Class A1
                      Unpaid Interest Amount), Party A may, in its discretion, elect,
                      by notice
                      in writing to Party B and the Manager (such notice to be received
                      by both
                      such parties prior to that Quarterly Payment Date), to pay
                      to Party B on
                      that Quarterly Payment Date (in return for payment by Party
                      B of the A$
                      Class A1 Interest Payment and in lieu of the Floating Amounts
                      that would
                      otherwise be payable by Party A to Party B on that Quarterly
                      Payment Date)
                      a proportion of the Floating Amounts that would otherwise be
                      payable by
                      Party A to Party B on that Quarterly Payment Date (including
                      any Class A1
                      Unpaid Interest Amounts) being the same proportion as the A$ Class A1
                      Interest Payment bears to the Floating Amounts payable by Party
                      B to Party
                      A on that Quarterly Payment Date.
	 	 	 	 
	 	 	Notwithstanding
                      any election by Party A pursuant to this paragraph 4.3, a failure
                      by Party
                      B to pay to Party A the full amount of the Floating Amounts
                      payable by
                      Party B on a Quarterly Payment Date constitutes a failure to
                      pay for the
                      purposes of Section 5(a)(i) of the
                      Agreement.


            

             

            
              
                
                

              

              
                5

                
                  

                

              

              
                
                

              

            

             

            
              	
                      5.

                    	Exchanges	 	 
	 	 	 	 
	
                      5.1

                    	Initial
                      Exchange:	 	 
	 	 	 	 
	 	 	
                      Initial
                        Exchange Date:

                    	Effective
                      Date
	 	 	 	 	 
	 	 	
                      Party
                        A Initial Exchange 

                      Amount:

                    	The
                      A$ Equivalent of the Party B Initial Exchange Amount, being
                      A$1,463,414,634.15
	 	 	 	 	 
	 	 	
                      Party
                        B Initial Exchange 

                      Amount:

                    	The
                      total Invested Amount of the Class A1 Notes on the Effective
                      Date, being
                      US$1,200,000,000.00
	 	 	 	 	 
	 	 	 	Notwithstanding
                      Section 2(a)(ii) of the Agreement, Party A must pay the Party
                      A Initial
                      Exchange Amount to Party B by 4.00pm (Sydney time) on the Initial
                      Exchange
                      Date and Party B must pay Party A the Party B Initial Exchange
                      Amount by
                      4.00pm (London time) on the Initial Exchange Date. Section
                      2(a)(v) does
                      not apply to the payment of the Party A Initial Exchange
                      Amount.
	 	 	 	 
	
                      5.2

                    	
                      Interim
                        (Instalment) 

                      Exchange:

                    	 	 
	 	 	 	 
	 	 	
                      Interim
                        Exchange Date:

                    	Each
                      Quarterly Payment Date (other than the Final Exchange Date)
	 	 	 	 	 
	 	 	
                      Party
                        A Interim Exchange Amount:

                    	
                      In
                        respect of an Instalment Exchange Date means the US$ Equivalent
                        of the
                        

                      A$
                        Class A1 Principal in relation to the Quarterly Payment Date
                        occurring on
                        that Instalment Exchange Date.

                    
	 	 	 	 	 
	 	 	
                      Party
                        B Interim Exchange Amount:

                    	In
                      respect of an Instalment Exchange Date means the A$ Class A1
                      Principal in
                      relation to the Quarterly Payment Date occurring on that Instalment
                      Exchange Date.
	 	 	 	 	 
	
                      5.3

                    	Final
                      Exchange:	 	 
	 	 	 	 	 
	 	 	
                      Final
                        Exchange Date:

                    	Termination
                      Date
	 	 	 	 	 
	 	 	
                      Party
                        A Final Exchange Amount:

                    	The
                      US$ Equivalent of the A$ Class A1 Principal in relation to
                      the Quarterly
                      Payment Date which is the Final Exchange Date.
	 	 	 	 	 
	 	 	
                      Party
                        B Final Exchange Amount:

                    	The
                      A$ Class A1 Principal in relation to the Quarterly Payment
                      Date which is
                      the Final Exchange Date.
	 	 	 	 	 
	
                      5.4

                    	Business
                      Days:	 	 
	 	 	 	 	 
	 	 	
                      Business
                        Days for USD:

                    	Any
                      day (other than a Saturday, Sunday or public holiday) on which
                      banks are
                      open for business in London, New York, Sydney and Melbourne
                      and which is a
                      TARGET Settlement Day.
	 	 	 	 	 
	 	 	
                      Business
                        Days for AUD:

                    	Any
                      day (other than a Saturday, Sunday or public holiday) on which
                      banks are
                      open for business in London, New York, Sydney and Melbourne
                      and which is a
                      TARGET Settlement Day.


            

             

            
              
                
                

              

              
                6

                
                  

                

              

              
                
                

              

            

             

            
              	
                      6.

                    	Exchange
                      Rates:	 	 
	 	 	 	 
	 	 	
                      For
                        the purpose of the 

                      definitions
                        of "A$
                        

                      Equivalent"
                        and "US$
                        

                      Equivalent":

                    	 	 
	 	 	 	 	 
	 	 	
                      US$
                        Exchange Rate:

                    	0.8200
	 	 	 	 	 
	 	 	
                      A$
                        Exchange Rate:

                    	1
                      /
                      0.8200
	 	 	 	 	 
	
                      7.

                    	Account
                      Details:	 	 
	 	 	 	 	 
	
                      7.1

                    	Payments
                      to Party A	 	 
	 	 	 	 	 
	 	 	
                      Account
                        for payments in 

                      US$

                    	The
                      account notified in writing by Party A to Party B in accordance
                      with the
                      Agreement.
	 	 	 	 	 
	 	 	
                      Account
                        for payments in 

                      A$

                    	The
                      account notified in writing by Party A to Party B in accordance
                      with the
                      Agreement.
	 	 	 	 	 
	
                      7.2

                    	Payments
                      to Party B	 	 
	 	 	 	 	 
	 	 	
                      Account
                        for payments in 

                      US$

                    	
                      The
                        account notified in writing by the Principal Paying Agent
                        to Party A as
                        contemplated by 

                      Part
                        5(cc)(ii) of the Schedule to the Agreement.

                    
	 	 	 	 	 
	 	 	
                      Account
                        for payments in 

                      A$

                    	The
                      account notified in writing by Party B to Party A in accordance
                      with Part
                      5(cc)(i) of the Schedule to the Agreement.
	 	 	 	 	 
	
                      8.

                    	Offices:	
                      The
                        Office of Party A for the Transaction is Melbourne.

                       

                      The
                        Office of Party B for the Transaction is Sydney.

                       

                      The
                        Office of the Manager for the Transaction is Melbourne.

                    
	 	 	 	 	 
	
                      9.

                    	
                      Notification
                        of Invested 

                      Amount

                    	The
                      Manager must notify Party A of all of the matters which the
                      Manager is
                      required to notify the Currency Swap Provider of under clause
                      8(b) of the
                      Supplementary Bond Terms Notice, by the time required under
                      that clause
                      for the notification.
	 	 	 	 	 
	
                      10.

                    	Calculation
                      Agent	Party
                      A


            

          

          


          11.
            In
            connection with this Confirmation and the Transaction to which this Confirmation
            relates, each party to this Confirmation represents and acknowledges
            to the
            other party that:

          


          (a)
            Non-reliance.
            It is
            acting for its own account (or, in the case of Party B as trustee of
            the
            Securitisation Fund), and it has made its own independent decision to
            enter into
            this Transaction and as to whether this Transaction is appropriate or
            proper for
            it based upon its own judgment and, in the case of Party B, the judgment
            of the
            Manager, and upon advice from such advisers as it has deemed necessary.
            It is
            not relying on any communication (written or oral) of the other party
            as
            investment advice or a recommendation to enter into this Transaction;
            it being
            understood that information and explanations related to the terms and
            conditions
            of this Transaction shall not be considered investment advice or a
            recommendation to enter into this Transaction. No communication (written
            or
            oral) received from the other party shall be deemed to be an assurance
            or
            guarantee as to the expected results of this Transaction.

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

          


          (b)
            Assessment
            and Understanding.
            It is
            capable of assessing the merits of and understanding (on its own behalf
            or
            through independent professional advice), and understands and accepts,
            the
            terms, conditions and risks of this Transaction. It is also capable of
            assuming,
            and assumes, the risks of this Transaction.

           

          (c)
            Status
            of Parties.
            The
            other party is not acting as a fiduciary for or an adviser to it in respect
            of
            this Transaction. 

           

          12.
            This
            Confirmation will be governed by and construed in accordance with the
            laws
            specified in the Agreement. 

          


          13.
            Please confirm that the above correctly sets out the terms of our agreement
            in
            respect of each Transaction to which this Confirmation relates by signing
            and
            returning this Confirmation to us by facsimile today to:

          


          Attention:
            Global Confirmations

          Address:
            Level 12, 530 Collins Street, Melbourne VIC 3000

          Facsimile
            No.: 61 3 9273 3444

          


          


          Yours
            sincerely

          


          
            	
                    SIGNED
                      for and on behalf of

                    Australia
                      and New Zealand Banking Group 

                    (ABN
                      11
                      005 357 522)

                  	 
	By:	 	 
	 	
                    /s/
                      Danny Avramides

                  	 
	
                    (Authorised
                      Officer)

                  	 
	
                    Name

                  	
                     

                    Danny
                      Avramides

                  	 
	
                    Title

                  	
                     

                    Team
                      Manager - Market Operations

                  	 


          

           

          
            
              	
                      
                        SIGNED
                          for and on behalf of

                        Australia
                          and New Zealand Banking Group

                        (ABN
                          11
                          005 357 522)

                      

                    	 
	By:	 	 
	 	
                       

                    	 
	
                      (Authorised
                        Officer)

                    	 
	
                      Name

                    	
                       

                    	 
	
                      Title

                    	
                       

                    	 


            

             

          

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          
            Confirmed
              as at the date first written above: 

            


            
              	
                      SIGNED
                        by
                        ME
                        Portfolio Management 

                      Limited,
                        ABN 79 005 964 134 as
                        manager 

                      of
                        the SMHL Global Fund 2007-1 itself and 

                      on
                        behalf of PERPETUAL
                        LIMITED, ABN 

                      86
                        000 431 827 as
                        trustee for the SMHL 

                      Global
                        Fund 2007-1 

                    	 	 


            

             

          

          
            	By:	 	 	 
	 	
                    /s/
                      Paul Fitzsimons

                  	 	
                    /s/
                      Bruce Talbot

                  
	
                    (Authorised
                      Officer)

                  	 	 
	
                    Name

                  	
                    Paul
                      Fitzsimons

                  	 	 Bruce
                    Talbot
	
                    Title

                  	
                    Authorised
                      Signatory

                  	 	 Authorised
                    Signatory


          

          


          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          Definitions
            Schedule

           

          In
            this
            Confirmation and in the Agreement unless the context otherwise
            requires,

           

          "A$
            Equivalent", "Class
            A1 Notes", " Conditions", “Currency Swap Provider”, "Invested Amount", “Note
            Trustee”, "Notes", "Quarterly Interest Period" and
            "Quarterly
            Payment Date", have
            the
            meanings given to those terms in the Supplementary Bond Terms
            Notice.

           

           

          "A$
            Class A1 Principal" means
            the
            amount available for distribution to Party A in accordance with clause
            6.2(c)(7)(B) of the Supplementary Bond Terms Notice.

           

           

          "A$
            Class A1 Interest Payment" means
            the
            amount available for distribution to Party A in accordance with 6.1(c)(4)(B)
            of
            the Supplementary Bond Terms Notice.

           

           

          "A$ Class
            A1 Unpaid Interest Amount"
            in
            relation to a Floating Rate Payer Payment Date means the aggregate amount
            of the
            Floating Amounts referred to in paragraph 4.2 with respect to the immediately
            preceding Floating Rate Payer Payment Date which were not paid by Party
            B on
            that Floating Rate Payer Payment Date as a result of the operation of
            paragraph
            4.3.

           

           

          "Class
            A1 Unpaid Interest Amount" in
            relation to a Floating Rate Payer Payment Date means the aggregate amount
            of the
            Floating Amounts referred to in paragraph 4.1 with respect to the immediately
            preceding Floating Rate Payer Payment Date which were not paid by Party
            A on
            that Floating Rate Payer Payment Date as a result of the operation of
            paragraph
            4.3.

           

           

          "Rate
            Page"
            means
            Telerate Page 3750 or, if Telerate Page 3750 ceases to quote the relevant
            rate,
            such other page, section or part of Telerate as quotes the relevant rate
            and is
            selected by the Calculation Agent or, if there is no such page, section
            or part
            of such other page, section or part of a different screen information
            service as
            quotes the relevant rate selected by the Calculation Agent and approved
            by the
            Note Trustee and the Currency Swap Provider.

           

           

          "Supplementary
            Bond Terms Notice" means
            the
            document entitled “Supplementary Bond Terms Notice: SMHL Global Fund 2007-1 -
            Class A and Class B Notes” dated 29 May 2007 executed by ME Portfolio Management
            Limited, Perpetual Limited, Perpetual Trustee Company Limited and The
            Bank of
            New York (as the same may be supplemented or amended from time to
            time).

           

           

          "US$
            Equivalent"
            means:

          
             

            
              	
                      (a)

                    	
                      in
                        relation to an amount denominated or to be denominated in
                        A$, the amount
                        converted to (and denominated in) US$ at the US$ Exchange
                        Rate;
                        or

                    


            

             

            
              	
                      (b)

                    	
                      in
                        relation to an amount denominated in US$ the amount of
                        $US.

                    


            

          

           

          "USD-LIBOR-BBA"
            has the
            meaning ascribed to that term in the 2000 ISDA Definitions except
            that:

           

          
            
              	
                      (a)

                    	
                      reference
                        to "London Banking Days" in section
                        7.1(w)(xvii) of the Annex to the 2000 ISDA Definitions is
                        replaced with
                        reference to "Banking Day" as that expression is defined
                        in the
                        Conditions;

                    


            

             

            
              	
                      (b)

                    	
                      reference
                        to "Telerate Page 3750" in
                        section
                        7.1(w)(xvii) of the Annex to the 2000 ISDA Definitions is
                        replaced with
                        reference to "Rate Page" (as defined above);
                        and

                    


            

             

            
              	
                      (c)

                    	
                      the
                        interest rate so determined will be rounded down to the nearest
                        four
                        decimal places,

                    


            

             

            
              
                
                

              

              
                10

                
                  

                

              

              
                
                

              

            

             

            and
              that
              if USD-LIBOR-BBA cannot be determined in accordance with the 2000 ISDA
              Definitions as varied above (including endeavouring to determine a
              rate under
              the definition of "USD-LIBOR-Reference Banks" in section 7.1(w)(xx)
              of the Annex to the 2000 ISDA Definitions ((a) above will apply in
              this
              circumstance to 7.1(w)(xx))),
              it
              will remain as the most recently determined rate obtained from a Rate
              Page for a
              preceding Quarterly Interest Period.

             

             

             

             

             

             

             

            
              
                
                

              

              
                11

                
                  

                

              

              
                
                

              

            

            
               

                

               

              
                	
                        To:

                      	
                        Perpetual
                          Limited (ABN 86 000 431 827) as trustee for SMHL Global
                          Fund 2007-1

                      
	
                         

                      	
                        C/o
                          ME Portfolio Management Limited

                      
	 	 
	
                        Copy
                          To:

                      	
                        ME
                          Portfolio Management Limited (ABN 79 005 964 134) as manager
                          of the SMHL
                          Global Fund 2007-1

                      
	 	 
	
                        Attention:

                      	
                        Derivative
                          Operations

                      
	 	 
	
                        Facsimile
                          no.:

                      	
                        +613
                          9605 6228 

                      
	 	 
	 	 
	
                        Re:

                      	
                        Cross
                          Currency Swap Transaction

                      
	 	 
	
                        Our
                          Reference: 

                      	
                        CS382836

                      


              

              


              Ladies
                and Gentlemen:

              


              The
                purpose of this letter is to confirm the terms and conditions of
                the Transaction
                entered into between
                Australia and New Zealand Banking Group (ABN 11 005 357 522) (“Party A”) and ME
                Portfolio Management Limited (ABN 79 005 964 134) as manager
                of the SMHL Global Fund 2007-1 (“Manager”)
                and
                for Perpetual Limited (ABN 86 000 431 827) as trustee of the
                SMHL Global Fund 2007-1 (“Party B”) on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
                to in the Agreement specified below.

              


              The
                definitions and provisions contained in the 2000 ISDA Definitions
                as published
                by the International Swaps and Derivatives Association, Inc. (the
“Definitions”)
                are incorporated by reference herein. Any terms used and not otherwise
                defined
                herein, which are contained in the Definitions, shall have the meaning
                set forth
                therein. This Confirmation incorporates the attached Definitions
                Schedule which
                forms part of, and is subject to this Confirmation. In the event
                of any
                inconsistency between the Definitions and this Confirmation, this
                Confirmation
                will prevail for the purposes of this Transaction.

              


              Where
                in
                this Confirmation a word or expression is defined by reference to
                the
                Supplementary Bond Terms Notice or there is a reference to the Supplementary
                Bond Terms Notice, any amendment to the meaning of the word or expression
                or to
                the Supplementary Bond Terms Notice will be of no effect for the
                purposes of
                this Confirmation unless and until the amendment is consented to
                by all parties
                to this Confirmation.

              


              For
                the
                purpose of this Confirmation, all references in the Definitions or
                the Agreement
                to a “Swap Transaction” shall be deemed to be references to this
                Transaction.

              


              1.
                This
                Confirmation supplements, forms part of, and is subject to, the ISDA
                Master
                Agreement dated as of 29 May 2007, (as the same may be amended or
                supplemented
                from time to time, the “Agreement”), between Party A, Party B and the Manager.
                All provisions contained in the Agreement shall govern this Confirmation
                except
                as expressly modified below.

              


              
                
                  
                  

                

                
                  1

                  
                    

                  

                

                
                  
                  

                

              


              2.
                The
                terms of the particular Transaction to which this Confirmation relates
                are as
                follows:

              

                
                  	
                           

                        	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                          1.

                        	
                          Trade
                            Date:

                        	
                          31
                            May 2007 

                        
	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                          2.

                        	
                          Effective
                            Date:

                        	
                          05
                            June 2007

                        
	 	 	 
	
                          3.

                        	
                          Termination
                            Date:

                        	
                          The
                            date of redemption of the Class A2 Notes in accordancewith
                            clause 3.4 of
                            the Supplementary Bond Terms Notice.

                        
	
                           

                        	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                          4.

                        	
                          Floating
                            Amounts

                        	
                           

                        	
                           

                        
	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                          4.1

                        	
                          Floating
                            Amounts Payable 

                          by
                            Party A:

                        	
                           

                        	
                           

                        
	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                           

                        	
                          (A)

                        	
                          Floating
                            Rate Payer:

                        	
                          Party
                            A

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Calculation
                            Amount:

                           

                        	
                          For
                            each Floating Rate Payer Payment Date, the aggregate
                            Invested Amount of
                            the 

                          Class
                            A2 Notes as at the end of the first day of the Quarterly
                            Interest Period
                            ending on but excluding that Floating Rate Payer Payment
                            Date (after
                            taking into account any reductions in the Invested Amount
                            of the Class A2
                            Notes on that day) provided that the Calculation Amount
                            for any Floating
                            Rate Payer Payment Date cannot be higher than the Calculation
                            Amount for
                            the previous Floating Rate Payer Payment Period Date
                            (or EUR500,000,000.00
                            in the case of the first Floating Rate Payer Payment
                            Date).

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            A Floating Rate 

                          Payer
                            Payment Dates:

                           

                        	
                          Commencing
                            on the 12th September 2007 and quarterly thereafter on
                            the 12th day of
                            March, June, September and December of each calendar
                            year up to and
                            including the Termination Date, subject to adjustment
                            in accordance with
                            the Modified Following Business Day Convention.

                           

                          Payment
                            by Party A of the Calculation Amount must be made before
                            9:30am (London
                            time) on each Party A Floating Rate Payer Payment Date.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            A Floating Rate 

                          Option:

                        	
                          EUR-EURIBOR-Telerate

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Day 

                          Count
                            Fraction:

                        	
                          Actual/360

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Reset
                            Dates:

                        	
                          The
                            first Business Day of each Quarterly Interest Period.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Designated
                            Maturity:

                           

                        	
                          Three
                            months (except that in the case of the first Quarterly
                            Interest Period,
                            the rate will be determined by linear interpolation calculated
                            by
                            reference to the duration of the first Quarterly Interest
                            Period). 

                        
	 	 	 	 	 
	 	 	
                          Party
                            A Spread:

                        	In
                          respect of:
	 	 	 	 	 
	 	 	 	
                          (a)

                        	Floating
                          Rate Payer
                          Payment Dates on or prior to 12 March 2013 (or if that
                          day is not a
                          Business Day, the next following Business Day), 0.08%;
                          and


                

                 

                
                  
                    
                    

                  

                  
                    2

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                           

                        	
                           

                        	
                           

                           

                        	
                          (b)

                        	
                          Floating
                            Rate Payer Payment Dates after 12
                            March 2013 (or if that day is not a Business Day, the
                            next following
                            Business Day), 0.16%. 

                        
	
                           

                        	
                           

                        	
                           

                        	
                           

                        	
                           

                        
	
                           

                        	
                          (B) 

                        	
                          Floating
                            Rate Payer:

                           

                        	
                          Party
                            A

                        
	
                           

                        	
                           

                        	
                          Calculation
                            Amount:

                           

                        	
                          An
                            amount equal to the Class A2 Unpaid Interest Amount in
                            relation to that
                            Floating Rate Payer Payment Date.

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Payer 

                          Payment
                            Dates:

                           

                        	
                          Commencing
                            on the 12th September 2007 and quarterly thereafter on
                            the 12th day of
                            March, June, September and December of each calendar
                            year up to and
                            including the Termination Date, subject to adjustment
                            in accordance with
                            the Modified Following Business Day Convention. 

                        
	 	 	 	
                        	 
	 	 	 	Payment
                          of
                          the Calculation Amount by Party A must be made before 9:30am
                          (London time)
                          on each Floating Rate Payer Payment Date.
	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Option:

                        	
                          EUR-EURIBOR-Telerate

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Designated
                            Maturity:

                           

                        	
                          Three
                            months (except that in the case of the first Quarterly
                            Interest Period,
                            the rate will be determined by linear interpolation calculated
                            by
                            reference to the duration of the first Quarterly Interest
                            Period).

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Spread:

                        	
                          In
                            respect of:

                        
	 	 	 	 
	 	 	 	(a)	Floating
                          Rate Payer
                          Payment Dates on or prior to 12 March 2013 (or if that
                          day is not a
                          Business Day, the next following Business Day), 0.08%;
                          and
	 	 	 	 	 
	 	 	 	(b) 	Floating
                          Rate Payer
                          Payment Dates after 12 March 2013 (or if that day is not
                          a Business Day,
                          the next following Business Day), 0.16%. 
	 	 	 	 	 
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Day 

                          Count
                            Fraction:

                        	
                          Actual/360

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Reset
                            Dates:

                        	
                          The
                            first Business Day of each Quarterly Interest Period

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Compounding

                        	
                          Inapplicable

                        
	 	 	 	 	 
	
                           

                        	
                          (C)

                        	
                          Class
                            A2 Unpaid 

                          Interest
                            Amount

                        	
                          On
                            each Floating Rate Payer Payment Date Party A will pay
                            to Party B an
                            amount equal to the Class A2 Unpaid Interest Amount,
                            if any, in relation
                            to that Floating Rate Payer Payment Date.

                        
	 	 	 	 
	
                          4.2 

                        	
                          Floating
                            Amounts Payable

                           by
                            Party B:

                        	
                           

                        	
                           

                        
	 	 	 	 
	
                           

                        	
                          (A) 

                        	
                          Floating
                            Rate Payer:

                        	
                          Party
                            B

                        


                

                 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                           

                        	
                           

                        	
                          Calculation
                            Amount:

                           

                        	
                          For
                            each Floating Rate Payer Payment Date, the A$ Equivalent
                            of the aggregate
                            Invested Amount of the Class A2 Notes as at the end of
                            the first day of
                            the Quarterly Interest Period referrable to a Floating
                            Rate Payer Payment
                            Date (after taking into account any reductions in the
                            Invested Amount of
                            the Class A2 Notes on that day) provided that the Calculation
                            Amount for
                            any Floating Rate Payment Date cannot be higher than
                            the Calculation
                            Amount for the previous Floating Rate Payer Payment Period
                            Date (or
                            A$819,672,131.15 in the case of the first Floating Rate
                            Payer Payment
                            Date).

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            B Floating Rate Payer 

                          Payment
                            Dates:

                           

                        	
                          Commencing
                            on the 12th September 2007 and quarterly thereafter on
                            the 12th day of
                            March, June, September and December of each calendar
                            year up to and
                            including the Termination Date, subject to adjustment
                            in accordance with
                            the Modified Following Business Day Convention.

                        
	 	 	 	 
	 	 	 	Payment
                          of
                          the Calculation Amount by Party B must be made by 4.00pm
                          (Sydney time) on
                          each Party B Floating Rate Payer Payment Date.
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            B Floating Rate Option:

                        	
                          AUD-BBR-BBSW

                        
	 	 	 	 	 
	 	 	
                          Party B Floating Rate 

                          Day Count Fraction

                        	Actual/365
                          (Fixed)
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Reset
                            Dates

                        	
                          The
                            first day of each Quarterly Interest Period

                        
	 	 	 	 	 
	 	 	
                          Designated
                            Maturity:

                        	Three
                          months (except that in the case of the first Quarterly
                          Interest Period,
                          the rate will be determined by linear interpolation calculated
                          by
                          reference to the duration of the first Quarterly Interest
                          Period)
	 	 	 	 	 
	 	 	Party
                          B
                          Spread:	In
                          respect
                          of:
	 	 	 	 	 
	 	 	 	(a) 	Floating
                          Rate Payer
                          Payment Dates on or prior to 12 March 2013 (or if that
                          day is not a
                          Business Day, the next following Business Day), 0.1469%;
                          and
	 	 	 	 	 
	 	 	 	(b)	Floating
                          Rate Payer
                          Payment Dates after 12 March 2013 (or if that day is not
                          a Business Day,
                          the next following Business Day), 0.2669%. 
	 	 	 	 	 
	
                           

                        	
                          (B)

                        	
                          Floating
                            Rate Payer:

                           

                        	
                          Party
                            B

                        
	
                           

                        	
                           

                        	
                          Calculation
                            Amount:

                           

                        	
                          An
                            amount equal to the A$ Class A2 Unpaid Interest Amount in relation to
                            that Floating Rate Payer Payment Date.

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Payer 

                          Payment
                            Dates:

                           

                        	
                          Commencing
                            on the 12th September 2007 and quarterly thereafter on
                            the 12th day of
                            March, June, September and December of each calendar
                            year up to and
                            including the Termination Date, subject to adjustment
                            in accordance with
                            the Modified Following Business Day Convention.

                        
	 	 	 	 
	 	 	 	Payment
                          of
                          the Calculation Amount by Party B must be made by 4.00pm
                          (Sydney time) on
                          each Floating Rate Payer Payment Date.


                

                 

                
                  
                    
                    

                  

                  
                    4

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                           

                        	
                           

                        	
                          Floating
                            Rate Option:

                        	
                          AUD-BBR-BBSW

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Designated
                            Maturity:

                           

                        	
                          Three
                            months (except that in the case of the first Quarterly
                            Interest Period,
                            the rate will be determined by linear interpolation calculated
                            by
                            reference to the duration of the first Quarterly Interest
                            Period). 

                        
	 	 	 	 	 
	 	 	Spread:	In
                          respect
                          of:
	 	 	 	 	 
	 	 	 	(a)	Floating
                          Rate Payer
                          Payment Dates on or prior to 12 March 2013 (or if that
                          day is not a
                          Business Day, the next following Business Day), 0.1469%;
                          and
	 	 	 	 	 
	 	 	 	(b)	Floating
                          Rate Payer
                          Payment Dates after 12 March 2013 (or if that day is not
                          a Business Day,
                          the next following Business Day), 0.2669%. 
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Floating
                            Rate Day 

                          Count
                            Fraction:

                        	
                          Actual/365
                            (Fixed)

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Reset
                            Dates

                        	
                          The
                            first day of each Quarterly Interest Period

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Compounding:

                           

                        	
                          Inapplicable

                        
	
                           

                        	
                          (C) 

                        	
                          A$
                            Class A2 Unpaid 

                          Interest
                            Amount

                        	
                          On
                            each Floating Rate Payer Payment Date Party B will pay
                            to Party A an
                            amount equal to the 

                          A$
                            Class A2Unpaid Interest Amount, if any, in relation to
                            that Floating Rate
                            Payer Payment Date.

                        
	 	 	 	 
	
                          4.3 

                        	
                          Proportional
                            Adjustment of Floating 

                          Amounts

                        	
                          If
                            the A$ Class A2 Interest Payment in relation to a Quarterly
                            Payment Date
                            will be less than the aggregate of the Floating Amounts
                            payable by Party B
                            to Party A on that Quarterly Payment Date (including
                            any A$ Class A2
                            Unpaid Interest Amount), Party A may, in its discretion,
                            elect, by notice
                            in writing to Party B and the Manager (such notice to
                            be received by both
                            such parties prior to that Quarterly Payment Date), to
                            pay to Party B on
                            that Quarterly Payment Date (in return for payment by
                            Party B of the A$
                            Class A2 Interest Payment and in lieu of the Floating
                            Amounts that would
                            otherwise be payable by Party A to Party B on that Quarterly
                            Payment Date)
                            a proportion of the Floating Amounts that would otherwise
                            be payable by
                            Party A to Party B on that Quarterly Payment Date (including
                            any Class A2
                            Unpaid Interest Amounts) being the same proportion as
                            the A$ Class A2
                            Interest Payment bears to the Floating Amounts payable
                            by Party B to Party
                            A on that Quarterly Payment Date.

                        
	 	 	 	 
	 	 	Notwithstanding
                          any election by Party A pursuant to this paragraph 4.3,
                          a failure by Party
                          B to pay to Party A the full amount of the Floating Amounts
                          payable by
                          Party B on a Quarterly Payment Date constitutes a failure
                          to pay for the
                          purposes of Section 5(a)(i) of the
                          Agreement.


                

                 

                
                  
                    
                    

                  

                  
                    5

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                          5. 

                        	
                          Exchanges

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	
                          5.1 

                        	
                          Initial
                            Exchange:

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Initial
                            Exchange Date:

                           

                        	
                          Effective
                            Date

                        
	
                           

                        	
                           

                        	
                          Party
                            A Initial Exchange 

                          Amount:

                           

                        	
                          The
                            A$ Equivalent of the Party B Initial Exchange Amount,
                            being
                            A$819,672,131.15

                        
	
                           

                        	
                           

                        	
                          Party
                            B Initial Exchange 

                          Amount:

                        	
                          The
                            total Invested Amount of the Class A2 Notes on the Effective
                            Date, being
                            EUR500,000,000.00

                        
	 	 	 	 
	 	 	 	Notwithstanding
                          Section 2(a)(ii) of the Agreement, Party A must pay the
                          Party A Initial
                          Exchange Amount to Party B by 4.00pm (Sydney time) on the
                          Initial Exchange
                          Date and Party B must pay Party A the Party B Initial Exchange
                          Amount by
                          4.00pm (London time) on the Initial Exchange Date. Section
                          2(a)(v) does
                          not apply to the payment of the Party A Initial Exchange
                          Amount.
	 	 	 	 
	
                          5.2 

                        	
                          Interim
                            (Instalment) Exchange:

                        	
                           

                        	
                           

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Interim
                            Exchange Date:

                        	
                           

                        	
                          Each
                            Quarterly Payment Date (other than the Final Exchange
                            Date)

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            A Interim Exchange Amount:

                        	
                           

                        	
                          In
                            respect of an Instalment Exchange Date means the EUR
                            Equivalent of the
                            

                          A$
                            Class A2 Principal in relation to the Quarterly Payment
                            Date occurring on
                            that 

                          Instalment
                            Exchange Date.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            B Interim Exchange Amount:

                        	
                           

                        	
                          In
                            respect of an Instalment Exchange Date means the A$ Class
                            A2 Principal in
                            relation to the Quarterly Payment Date occurring on that
                            Instalment
                            Exchange Date.

                        
	 	 	 	 	 
	
                          5.3 

                        	
                          Final
                            Exchange:

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Final
                            Exchange Date:

                        	
                           

                        	
                          Termination
                            Date

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            A Final Exchange Amount:

                        	
                           

                        	
                          The
                            EUR Equivalent of the A$ Class A2 Principal in relation
                            to the Quarterly
                            Payment Date which is the Final Exchange Date.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Party
                            B Final Exchange Amount:

                        	
                           

                        	
                          The
                            A$ Class A2 Principal in relation to the Quarterly Payment
                            Date which is
                            the Final Exchange Date.

                        
	 	 	 	 	 
	
                          5.4

                        	
                          Business
                            Days:

                        	
                           

                        	
                           

                        
	 	 	 	 
	 	 	
                          Business
                            Days for EUR:

                        	 	
                          Any
                            day (other than a Saturday, Sunday or public holiday)
                            on which banks are
                            open for business in London, New York, Sydney and Melbourne
                            and which is a
                            TARGET Settlement Day.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Business
                            Days for AUD:

                           

                        	
                           

                        	
                          Any
                            day (other than a Saturday, Sunday or public holiday)
                            on which banks are
                            open for business in London, New York, Sydney and Melbourne
                            and which is a
                            TARGET Settlement Day.

                        


                

                 

                
                  
                    
                    

                  

                  
                    6

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                          6. 

                        	
                          Exchange
                            Rates:

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	 	 	
                          For the purpose of the 

                          definitions of "A$ 

                          Equivalent" and
                            "EUR

                          Equivalent":

                        	 	 
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Euro
                            Exchange Rate:

                        	
                          0.6100

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          A$
                            Exchange Rate:

                        	
                          1
                            /
                            0.6100

                        
	 	 	 	 	 
	
                          7.

                        	
                          Account
                            Details:

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	
                          7.1

                        	
                          Payments
                            to Party A

                        	
                           

                        	
                           

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Account
                            for payments in EUR

                        	
                          The
                            account notified in writing by Party A to Party B in
                            accordance with the
                            Agreement.

                        
	 	 	 	 
	
                           

                        	
                           

                        	
                          Account
                            for payments in A$

                        	
                          The
                            account notified in writing by Party A to Party B in
                            accordance with the
                            Agreement.

                        
	 	 	 	 
	7.2	
                          Payments
                            to Party B

                        	
                           

                        	
                           

                        
	
                           

                        	
                           

                        	
                          Account
                            for payments in EUR

                        	
                          The
                            account notified in writing by the Principal Paying Agent
                            to Party A as
                            contemplated by 

                          Part
                            5(cc)(ii) of the Schedule to the Agreement.

                        
	 	 	 	 	 
	
                           

                        	
                           

                        	
                          Account
                            for payments in A$

                        	
                          The
                            account notified in writing by Party B to Party A in
                            accordance with Part
                            5(cc)(i) of the Schedule to the Agreement.

                        
	 	 	 	 	 
	8.	Offices:	The
                          Office
                          of Party A for the Transaction is Melbourne.
	 	 	 	 	 
	 	 	 	The
                          Office
                          of Party B for the Transaction is Sydney.
	 	 	 	 	 
	
                           

                        	
                           

                        	
                           

                        	
                          The
                            Office of the Manager for the Transaction is Melbourne.

                        
	 	 	 	 	 
	
                          9.

                        	
                          Notification
                            of Invested Amount

                        	
                          The
                            Manager must notify Party A of all of the matters which
                            the Manager is
                            required to notify the Currency Swap Provider of under
                            clause 8(b) of the
                            Supplementary Bond Terms Notice, by the time required
                            under that clause
                            for the notification.

                        
	 	 	 
	
                          10.

                        	
                          Calculation
                            Agent

                        	
                          Party
                            A

                        


                

              

              


              11.
                In
                connection with this Confirmation and the Transaction to which this
                Confirmation
                relates, each party to this Confirmation represents and acknowledges
                to the
                other party that:

              


              (a)
                Non-reliance.
                It is
                acting for its own account (or, in the case of Party B, as trustee
                of the
                Securitisation Fund), and it has made its own independent decision
                to enter into
                this Transaction and as to whether this Transaction is appropriate
                or proper for
                it based upon its own judgment and, in the case of Party B, the judgment
                of the
                Manager, and upon advice from such advisers as it has deemed necessary.
                It is
                not relying on any communication (written or oral) of the other party
                as
                investment advice or a recommendation to enter into this Transaction;
                it being
                understood that information and explanations related to the terms
                and conditions
                of this Transaction shall not be considered investment advice or
                a
                recommendation to enter into this Transaction. No communication (written
                or
                oral) received from the other party shall be deemed to be an assurance
                or
                guarantee as to the expected results of this Transaction.

               

              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              

              


              (b)
                Assessment
                and Understanding.
                It is
                capable of assessing the merits of and understanding (on its own
                behalf or
                through independent professional advice), and understands and accepts,
                the
                terms, conditions and risks of this Transaction. It is also capable
                of assuming,
                and assumes, the risks of this Transaction.

               

              (c)
                Status
                of Parties.
                The
                other party is not acting as a fiduciary for or an adviser to it in respect of
                this Transaction. 

               

              12.
                This
                Confirmation will be governed by and construed in accordance with
                the laws
                specified in the Agreement. 

              


              13.
                Please confirm that the above correctly sets out the terms of our
                agreement in
                respect of each Transaction to which this Confirmation relates by
                signing and
                returning this Confirmation to us by facsimile today to:

              


              Attention:
                Global Confirmations

              Address:
                Level 12, 530 Collins Street, Melbourne VIC 3000


              Facsimile
                No.: 61 3 9273 3444

              


              


              Yours
                sincerely

              


              
                	
                        SIGNED
                          for and on behalf of

                        Australia
                          and New Zealand Banking Group

                        (ABN
                          11 005 357 522)

                      	 
	By:	 	 
	 	
                        /s/
                          Danny Avramides

                      	 
	 	
                        (Authorised
                          Officer)

                      	 
	
                        Name

                      	
                         

                        Danny
                          Avramides

                      	 
	
                        Title

                      	
                         

                        Team
                          Manager - Market Operations

                      	 


              

              
                 

                
                  
                    	
                            
                              SIGNED
                                for and on behalf of

                              Australia
                                and New Zealand Banking Group

                              (ABN
                                11
                                005 357 522)

                            

                          	 
	By:	 	 
	 	
                             

                          	 
	
                            (Authorised
                              Officer)

                          	 
	
                            Name

                          	
                             

                          	 
	
                            Title

                          	
                             

                          	 


                  

                   

                

              

              Confirmed
                as at the date first written above: 

              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              

              
                


                
                  	
                          SIGNED
                            by
                            ME
                            Portfolio Management 

                          Limited,
                            ABN 79 005 964 134 as
                            manager 

                          of
                            the SMHL Global Fund 2007-1 itself and 

                          on
                            behalf of PERPETUAL
                            LIMITED, ABN 

                          86
                            000 431 827 as
                            trustee for the SMHL 

                          Global
                            Fund 2007-1 

                        	 	 


                

                 

              

              
                	By:	 	 	 
	 	
                        /s/
                          Paul Fitzsimons

                      	 	
                        /s/
                          Bruce Talbot

                      
	 	
                        (Authorised
                          Officer)

                      	 	 
	
                        Name

                      	
                         

                        Paul
                          Fitzsimons

                      	 	
                         

                        Bruce
                          Talbot

                      
	
                        Title

                      	
                         

                        Authorised
                          Signatory

                      	 	
                         

                        Authorised
                          Signatory

                      


              

              


              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  
                  

                

              

               

              Definitions
                Schedule

               

               

              In
                this
                Confirmation and in the Agreement unless the context otherwise
                requires,

               

              "A$
                Equivalent", "Class
                A2 Note", "Conditions", “Currency Swap Provider”, "Invested Amount", “Note
                Trustee”, "Note", “Quarterly Interest Period” and
                "Quarterly
                Payment Date", have
                the
                meanings given to those terms in the Supplementary Bond Terms
                Notice.

               

              "A$
                Class A2 Principal" means
                the
                amount available for distribution to Party A in accordance with clause
                6.2(c)(7)(B) of the Supplementary Bond Terms Notice.

               

              "A$
                Class A2 Interest Payment" means
                the
                amount available for distribution to Party A in accordance with clause
                6.1(c)(4)(B) of the Supplementary Bond Terms Notice.

               

              "A$ Class
                A2 Unpaid Interest Amount"
                in
                relation to a Floating Rate Payer Payment Date means the aggregate
                amount of the
                Floating Amounts referred to in paragraph 4.2 with respect to the
                immediately
                preceding Floating Rate Payer Payment Date which were not paid by
                Party B on
                that Floating Rate Payer Payment Date as a result of the operation
                of paragraph
                4.3.

               

              "Class
                A2 Unpaid Interest Amount" in
                relation to a Floating Rate Payer Payment Date means the aggregate
                amount of the
                Floating Amounts referred to in paragraph 4.1 with respect to the
                immediately
                preceding Floating Rate Payer Payment Date which were not paid by
                Party A on
                that Floating Rate Payer Payment Date as a result of the operation
                of paragraph
                4.3.

               

              "Rate
                Page"
                means
                Telerate Page 248 or, if Telerate Page 248 ceases to quote the relevant
                rate,
                such other page, section or part of Telerate as quotes the relevant
                rate and is
                selected by the Calculation Agent or, if there is no such page, section
                or part
                of such other page, section or part of a different screen information
                service as
                quotes the relevant rate selected by the Calculation Agent and approved
                by the
                Note Trustee and the Currency Swap Provider.

               

              "Supplementary
                Bond Terms Notice" means
                the
                document entitled “Supplementary Bond Terms Notice: SMHL Global Fund 2007-1 -
                Class A and Class B Notes” dated 29 May 2007 executed by ME Portfolio Management
                Limited, Perpetual Limited, Perpetual Trustee Company Limited and
                The Bank of
                New York (as the same may be supplemented or amended from time to
                time).

               

              "EUR
                Equivalent"
                means:

              
                 

                
                  	
                          (a)

                        	
                          in
                            relation to an amount denominated or to be denominated
                            in A$, the amount
                            converted to (and denominated in) EUR at the EUR Exchange
                            Rate;
                            or

                        


                

                 

                
                  	
                          (b)

                        	
                          in
                            relation to an amount denominated in EUR the amount of
                            EUR.

                        


                

              

               

               

              "EUR-EURIBOR-Telerate"
                has the
                meaning ascribed to that term in the 2000 ISDA Definitions except
                that:

              
                 

                
                  	
                          (a)

                        	
                          reference
                            to "London Banking Days" in section
                            7.1(w)(xvii) of the Annex to the 2000 ISDA Definitions
                            is replaced with
                            reference to "Banking Day" as that expression is defined
                            in the
                            Conditions;

                        


                

                 

                
                  	
                          (b)

                        	
                          reference
                            to "Telerate Page 248" in
                            section
                            7.1(w)(xvii) of the Annex to the 2000 ISDA Definitions
                            is replaced with
                            reference to "Rate Page" (as defined above);
                            and

                        


                

                 

                
                  	
                          (c)

                        	
                          the
                            interest rate so determined will be rounded down to the
                            nearest four
                            decimal places,

                        


                

                 

                
                  
                    
                    

                  

                  
                    10

                    
                      

                    

                  

                  
                    
                    

                  

                

              

               

              and
                that
                if EUR-EURIBOR-Telerate cannot be determined in accordance with the
                2000 ISDA
                Definitions as varied above (including endeavouring to determine
                a rate under
                the definition of "EUR-EURIBOR-Reference Banks" in section
                7.1(w)(xx)
                of the Annex to the 2000 ISDA Definitions ((a) above will apply in
                this
                circumstance to 7.1(w)(xx))),
                it
                will remain as the most recently determined rate obtained from a
                Rate Page for a
                preceding Quarterly Interest Period.

               

               

               

               

              
                
                  
                  

                

                
                  11