Perpetual
      Limited
      

    

    ME
      Portfolio Management Limited
      

    

     

    Top-up
      Funding 

    Facility
      Agreement for 

    the
      Issue and 

    Repayment
      of Notes - 

    SMHL
      Global Fund 

    2007-1
      

    


     

    
      
         

      

      
         

        
          

        

      

      
         

        Top-up
          Funding Facility Agreement - SMHL Global Fund 2007-1

      

       

    

    
      

    

    Table
      of contents

     

    
      	
              Clause

            	 	 	
              Page

            
	 	 	 
	
              1

            	
              Definitions
                and interpretation

            	
              1

            
	 	 	 	 
	 	
              1.1

            	
              Definitions

            	
              1

            
	 	
              1.2

            	
              Interpretation

            	
              5

            
	 	
              1.3

            	
              Banking
                Day

            	
              7

            
	 	
              1.4

            	
              Transaction
                Document

            	
              7

            
	 	 	 
	
              2

            	
              The
                Notes

            	
              7

            
	 	 	 	 
	 	
              2.1

            	
              Application
                for and Issue of Notes

            	
              7

            
	 	
              2.2

            	
              Acknowledgment
                of Indebtedness

            	
              7

            
	 	
              2.3

            	
              Obligations
                under Notes

            	
              7

            
	 	
              2.4

            	
              Ownership
                of Notes

            	
              8

            
	 	
              2.5

            	
              Register

            	
              8

            
	 	 	 
	
              3

            	
              Top-up
                Loan

            	
              8

            
	 	 	 	 
	 	
              3.1

            	
              Purpose

            	
              8

            
	 	
              3.2

            	
              Suspension
                of the Facility

            	
              8

            
	 	 	 
	
              4

            	
              Funding
                procedures

            	
              8

            
	 	 	 	 
	 	
              4.1

            	
              Delivery
                of Funding Notice

            	
              8

            
	 	
              4.2

            	
              Requirements
                for a Funding Notice

            	
              9

            
	 	
              4.3

            	
              Copy
                of the Funding Notice

            	
              9

            
	 	
              4.4

            	
              Irrevocability
                of Funding Notice

            	
              9

            
	 	
              4.5

            	
              Notification
                of Funding Rate

            	
              9

            
	 	 	 
	
              5

            	
              Loan
                Facility

            	
              9

            
	 	 	 	 
	 	
              5.1

            	
              Provision
                of Funding Portions

            	
              9

            
	 	
              5.2

            	
              Repayment

            	
              9

            
	 	
              5.3

            	
              Repayment
                of Outstanding Moneys

            	
              10

            
	 	
              5.4

            	
              Interest

            	
              10

            
	 	
              5.5

            	
              Order
                of Repayment

            	
              11

            
	 	 	 
	
              6

            	
              Payments

            	
              11

            
	 	 	 	 
	 	
              6.1

            	
              Manner
                of payments

            	
              11

            
	 	
              6.2

            	
              Payments
                on a Banking Day

            	
              11

            
	 	
              6.3

            	
              Appropriation
                of payments

            	
              11

            
	 	
              6.4

            	
              Payments
                in gross

            	
              12

            
	 	
              6.5

            	
              Taxation
                deduction procedures

            	
              12

            
	 	
              6.6

            	
              Amounts
                payable on demand

            	
              12

            
	 	 	 


    

     

    
      
         

      

      
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              7

            	
              Representations
                and warranties

            	
              12

            
	 	 	 	 
	 	
              7.1

            	
              By
                the Issuer

            	
              12

            
	 	
              7.2

            	
              By
                the SF Manager

            	
              13

            
	 	
              7.3

            	
              Survival
                and repetition of representations and warranties

            	
              14

            
	 	
              7.4

            	
              Reliance
                by the Note Holder and OF Manager

            	
              14

            
	 	 	 
	
              8

            	
              Undertakings

            	
              15

            
	 	 	 	 
	 	
              8.1

            	
              Term
                of undertakings

            	
              15

            
	 	
              8.2

            	
              Compliance
                with Covenants

            	
              15

            
	 	
              8.3

            	
              Notify
                Events of Default

            	
              15

            
	 	
              8.4

            	
              Know
                your customer

            	
              15

            
	 	
              8.5

            	
              Compliance
                with Regulation AB

            	
              15

            
	 	
              8.6

            	
              Direction
                of claims by the SF Manager

            	
              21

            
	 	
              8.7

            	
              Direction
                of defence of claims

            	
              21

            
	 	 	 
	
              9

            	
              Events
                of Default

            	
              22

            
	 	 	 	 
	 	
              9.1

            	
              Effect
                of Event of Default

            	
              22

            
	 	
              9.2

            	
              Issuer
                to continue to perform

            	
              22

            
	 	
              9.3

            	
              Enforcement

            	
              22

            
	 	 	 
	
              10

            	
              Increased
                costs, illegality and yield protection

            	
              22

            
	 	 	 	 
	 	
              10.1

            	
              Increased
                costs

            	
              22

            
	 	
              10.2

            	
              Illegality

            	
              23

            
	 	 	 
	
              11

            	
              Trustee
                Limitation of Liability Protection

            	
              24

            
	 	 	 	 
	 	
              11.1

            	
              Limitation
                of Liability - Issuer

            	
              24

            
	 	
              11.2

            	
              Limitation
                of Liability - Note Holder

            	
              25

            
	 	
              11.3

            	
              Wilful
                Default of the Issuer and the Note Holder

            	
              26

            
	 	 	 
	
              12

            	
              Indemnities

            	
              27

            
	 	 	 	 
	 	
              12.1

            	
              General
                indemnity

            	
              27

            
	 	
              12.2

            	
              Continuing
                indemnities and evidence of loss

            	
              27

            
	 	
              12.3

            	
              Funds
                available for indemnity

            	
              28

            
	 	
              12.4

            	
              Negligence,
                wilful default or breach of law

            	
              28

            
	 	
              12.5

            	
              Notification
                from Note Holder or OF Manager

            	
              28

            
	 	 	 
	
              13

            	
              Tax,
                costs and expenses

            	
              28

            
	 	 	 	 
	 	
              13.1

            	
              Tax

            	
              28

            
	 	
              13.2

            	
              Costs
                and expenses

            	
              29

            
	 	
              13.3

            	
              Goods
                and services tax

            	
              29

            
	 	 	 
	
              14

            	
              Interest
                on overdue amounts

            	
              30

            
	 	 	 	 
	 	
              14.1

            	
              Payment
                of interest

            	
              30

            
	 	
              14.2

            	
              Accrual
                of interest

            	
              30

            
	 	
              14.3

            	
              Rate
                of interest

            	
              30

            
	 	 	 


    

     

    
      
         

      

      
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              15

            	
              Assignment

            	
              30

            
	 	 	 	 
	 	
              15.1

            	
              Assignment
                by Transaction Party

            	
              30

            
	 	
              15.2

            	
              Assignment
                by Note Holder and OF Manager

            	
              31

            
	 	
              15.3

            	
              Assist
                transfer or assignment

            	
              31

            
	 	
              15.4

            	
              Participation
                permitted

            	
              31

            
	 	
              15.5

            	
              Lending
                Office

            	
              31

            
	 	
              15.6

            	
              Disclosure

            	
              31

            
	 	
              15.7

            	
              No
                increase in costs

            	
              31

            
	 	 	 
	
              16

            	
              General

            	
              32

            
	 	 	 	 
	 	
              16.1

            	
              Confidential
                information

            	
              32

            
	 	
              16.2

            	
              Performance
                by Note Holder of obligations

            	
              32

            
	 	
              16.3

            	
              Transaction
                Party to bear cost

            	
              32

            
	 	
              16.4

            	
              Notices

            	
              32

            
	 	
              16.5

            	
              Governing
                law and jurisdiction

            	
              33

            
	 	
              16.6

            	
              Prohibition
                and enforceability

            	
              34

            
	 	
              16.7

            	
              Waivers

            	
              34

            
	 	
              16.8

            	
              Variation

            	
              34

            
	 	
              16.9

            	
              Cumulative
                rights

            	
              34

            
	 	
              16.10

            	
              Attorneys

            	
              34

            
	 	
              16.11

            	
              Binding
                Obligations

            	
              34

            
	 	
              16.12

            	
              Winding
                up of Securitisation Fund

            	
              35

            
	 	
              16.13

            	
              Termination
                clause

            	
              35

            
	 	
              16.14

            	
              Counterparts

            	
              35

            
	 	 
	
              Schedule
                1 - Funding Notice (clause 4.2)

            	
              36

            
	 	 
	
              Schedule
                2 - Conditions

            	
              37

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

            	
              41

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

            	
              42

            


    

     

     

    


     


    
      
         

      

      
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          2007-1

      

    



    Date    29
      May 2007

     

    Parties

     

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

     

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

     

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

     

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

     

    Recitals

     

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

     

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

     

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

     

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

     

    The
      parties agree

     

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

     

      
        

      

    

    1          Definitions
      and interpretation

     

    1.1           Definitions 

     

    In
      this
      agreement, unless the context otherwise requires:

     

    Attorney
      means an
      attorney appointed under a Material Document; 

     

    Banking
      Day
      has the
      same meaning as in the Supplementary Bond Terms;

    
      
         

      

      
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    Base
      Rate
      means in
      respect of a Funding Portion and a Payment Period:

     

    (a)           the
      rate percent per annum determined by the OF Manager by taking the rates quoted
      on the page entitled "BBSW" on the Reuters Monitor System at or about 10.10am
      (Melbourne time) on the Funding Date by each Reference Bank (provided that
      at
      least 4 Reference Banks are quoting) as being its mean
      buying and
      selling rate for a bank accepted Bill having a tenor equal to 90 days
      eliminating one of the highest and one of the lowest mean
      rates, and then calculating the average of the remaining mean
      rates and then (if necessary) rounding up the resultant figure to four decimal
      places; or

     

    (b)           if
      in respect of any Funding Date the Base Rate cannot be determined
      because:

     

    (1)           less
      than 4 Reference Banks have quoted their relevant rates; or

     

    (2)           the
      Payment Period does not equal a tenor in relation to which at least 4 Reference
      Banks have quoted their relevant rates,

     

    on
      the
      page entitled "BBSW" on the Reuters Monitor System on the Funding Date, the
      rate
      percent per annum calculated by the OF Manager in accordance with paragraph
      (a)
      of this definition but by taking the buying and
      selling rates otherwise quoted by 4 of the Reference Banks on application by
      the
      OF Manager, for bank accepted Bills of the same tenor and a face value amount
      of
      A$1,000,000 each; or

     

    (c)           if
      in respect of any Funding Date the Base Rate cannot be determined in accordance
      with paragraphs (a) or (b) of this definition, the rate percent per annum
      determined by the OF Manager in good faith to be the rate most nearly
      approximating the rate that would otherwise have been calculated by the OF
      Manager in accordance with paragraph (a) of this definition having regard to
      comparable indices then available in the then current bill market;

     

    Bill
      means a
      bill of exchange as defined in the Bills of Exchange Act 1909 (Cth), but does
      not include a cheque;

     

    Class
      A Note
      has the
      same meaning as in the Supplementary Bond Terms;

     

    Class
      B Note
      has the
      same meaning as in the Supplementary Bond Terms;

     

    Commission
      has
      the
      same meaning as in the Supplementary Bond Terms;

     

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

     

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

     

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

     

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

     

    Exchange
      Act has
      the
      same meaning as in the Supplementary Bond Terms;

     

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

     

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

    
      
         

      

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

     

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

     

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

     

    Funding
      Rate
      means
      for any Payment Period the rate per cent per annum which is the aggregate of
      the
      Base Rate for that Payment Period and the Margin; 

     

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

     

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

     

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

     

    Lending
      Office
      means
      the office of the Note Holder set out on page 1 of this agreement or such other
      office as notified by the Note Holder under this agreement;

     

    Loan
      has
      the
      meaning given to it under the Master Trust Deed;

     

    Loan
      Redraw Facility
      has the
      meaning given to it under the Supplementary Bond Terms;

     

    Margin
      means
      that percentage notified by the OF Manager to the SF Manager on or about the
      issue of a Note as the margin applicable to that Note;

     

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

     

    Material
      Documents
      means:

     

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

     

    (b)           the
      Security Trust Deed; and

     

    (c)           the
      Supplementary Bond Terms;

     

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

     

    Note
      means a
      note issued under clause 2;

     

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

     

    Officer
      means:

     

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

    
      
         

      

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

     

    Origination
      Fund
      means
      Superannuation Members’ Home Loans Origination Fund No. 3;

     

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

     

    (a)           are
      present or future;

     

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

     

    (c)           are
      at any time ascertained or unascertained;

     

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

     

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

     

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

     

    (g)           comprise
      any combination of the above;

     

    Overdue
      Rate
      means on
      any date the rate percent per annum which is the aggregate of 2% per annum
      and
      the Funding Rate;

     

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

     

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

     

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

     

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

     

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

     

    Reference
      Bank
      means
      any one of Commonwealth Bank of Australia, Westpac Banking Corporation, National
      Australia Bank Limited and Australia and New Zealand Banking Group
      Limited;

     

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

     

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

     

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

     

    Secured
      Creditors
      has the
      meaning given to it in the Security Trust Deed;

     

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

    
      
         

      

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

     

    Supplementary
      Bond Terms
      means
      the Supplementary Bond Terms Notice
      in
      respect of the Securitisation Fund and providing the terms of issue of Class
      A
      Notes and Class B Notes;

     

    Tax
      means:

     

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

     

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

     

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

     

    Termination
      Date
      means
      the day which is 1 Banking Day prior to the Final Maturity Date as defined
      in
      the Supplementary Bond Terms;

     

    Top-up
      Loan
      means,
in
      relation to a Loan, any additional amount advanced under the Loan (other than
      under a Loan Redraw Facility) and secured by the Mortgage securing the
      Loan.
      

     

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

     

    Transaction
      Party
      means:

     

    (a)           the
      Issuer; or

     

    (b)           the
      SF Manager.

     

    1.2           Interpretation 

     

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

     

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

     

    (b)           words
      importing a gender include any gender;

     

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

     

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

     

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

     

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

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (1)           which
      ceases to exist; or

     

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

     

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

     

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

    
      
         

      

      
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    1.3          Banking
      Day

     

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

     

    1.4          Transaction
      Document

     

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

     

      
        

      

    

    2         The
      Notes

     

    2.1          Application
      for and Issue of Notes

     

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

     

    (1)           directing
      a Note be issued from the Securitisation Fund;

     

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

     

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

     

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

     

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

     

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

     

    2.2          Acknowledgment
      of Indebtedness

     

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

     

    2.3          Obligations
      under Notes

     

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

     

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

     

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

    
      
         

      

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

     

    2.4          Ownership
      of Notes

     

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

     

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

     

    2.5          Register

     

    The
      Issuer must:

     

    (a)           establish
      and maintain the Register;

     

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

     

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

     

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

     

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

     

      
        

      

    

    3          Top-up
      Loan

     

    3.1          Purpose

     

    The
      Issuer must, and the SF Manager must cause the Issuer to, use the proceeds
      of a
      Funding Portion only to make Top-up Loans.

     

    3.2          Suspension
      of the Facility

     

    (a)           The
      OF Manager may, as the OF Manager in its absolute discretion determines, suspend
      the Facility at any time and for any period of time after giving notice to
      the
      SF Manager and the Issuer.

     

    (b)           Nothing
      in clause 3.2(a) affects the obligations of the Note Holder to subscribe for
      Notes in respect of Top-up Loans approved by the OF Manager prior to giving
      notice in accordance with clause 3.2(a).

     

    (c)           The
      OF Manager may give notice at any time that it withdraws the
      suspension.

     

      
        

      

    

    4           Funding
      procedures

     

    4.1          Delivery
      of Funding Notice

     

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

    
      
         

      

      
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    4.2          Requirements
      for a Funding Notice

     

    A
      Funding
      Notice:

     

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


     

    (b)           must
      be received by the Note Holder and the OF Manager not later than 12 noon on
      the
      Banking Day which is the Funding Date; and

     

    (c)           must
      be signed by an Officer of the SF Manager.

     

    4.3          Copy
      of the Funding
      Notice

     

    A
      copy of
      each Funding Notice must be provided to the Issuer at the same time it is given
      to the Note Holder and the OF Manager.

     

    4.4          Irrevocability
      of Funding Notice

     

    The
      Note
      Holder and the OF Manager must not decline to provide the funding specified
      in a
      Funding Notice. Following the issue of the Funding Notice the Issuer is
      irrevocably committed to, and the SF Manager is irrevocably committed to cause
      the Issuer to, issue the relevant Note and to draw Funding Portions from the
      Note Holder in accordance with the Funding Notice given to the OF Manager and
      the Note Holder.

     

    4.5          Notification
      of Funding Rate

     

    (a)           After
      the OF Manager has determined the Base Rate for a Payment Period it must
      promptly notify the Issuer and SF Manager in writing of the Funding Rate for
      that Payment Period, specifying both the Base Rate and the Margin.

     

    (b)           In
      the absence of manifest error, each determination of the Base Rate by the OF
      Manager is conclusive evidence of that rate against the Issuer and the SF
      Manager.

     

      
        

      

    

    5           Loan
      Facility

     

    5.1          Provision
      of Funding Portions

     

    If
      the SF
      Manager gives a Funding Notice in accordance with clause 4, then, subject to
      this agreement (including, without limitation, clause 11), the Note Holder
      must,
      and the OF Manager must cause the Note Holder to, provide the relevant Funding
      Portion under the Facility as payment for the relevant Note in Same Day Funds
      in
      Dollars not later than 12 noon (Melbourne time) on the specified Funding Date
      and in accordance with that Funding Notice.

     

    5.2          Repayment

     

    On
      each
      relevant Payment Date and to the extent that during the Payment Period it has
      not done so, the Issuer must, and the SF Manager must cause the Issuer
      to:

     

    (a)           repay
      so much of the Principal Outstanding (to the extent that funds are available
      from the Securitisation Fund) as the Issuer is required to apply from Interest
      Collections to repayment of any principal due and payable under any Top-up
      Funding Facility pursuant to clauses 6.1(a)(14) and 6.1(c)(14) of the
      Supplementary Bond Terms; and

    
      
         

      

      
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    (b)           repay
      so much of the Principal Outstanding (to the extent that funds are available
      from the Securitisation Fund) (after the repayment in clause 5.2(a)) as the
      Issuer is required to apply from Principal Collections to repayment of any
      Top-up Principal Outstanding under any Top-up Funding Facility" pursuant to
      clauses 6.2(a)(5) and 6.2(c)(5) of the Supplementary Bond
      Terms.

     

    5.3          Repayment
      of Outstanding Moneys

     

    (a)           The
      Principal Outstanding under the Facility must be repaid by the Issuer to the
      Note Holder:

     

    (1)           in
      full on the Termination Date; and

     

    (2)           otherwise
      as specified in, or required under, the Transaction Documents,

     

    and
      the
      SF Manager must cause the Issuer to do so.

     

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

     

    5.4          Interest

     

    (a)           On
      each relevant Payment Date, the Issuer must, and the SF Manager must cause
      the
      Issuer to, pay to the Note Holder interest (to the extent that funds are
      available from the Securitisation Fund) on the Principal Outstanding at the
      Funding Rate:

     

    (1)           in
      relation to any Funding Portion drawn during the current Payment Period, for
      the
      period from and including the relevant Funding Date to but excluding the
      relevant Payment Date; and 

     

    (2)           in
      relation to the remainder of the Principal Outstanding, for the Payment Period,
      

     

    to
      the
      extent to which the Issuer is required to apply from Interest Collections to
      payment of any interest due under any Top-up Funding Facility pursuant to
      clauses 6.1(a)(4) and 6.1(c)(4) of the Supplementary Bond
      Terms.

     

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

     

    (1)           that
      unpaid interest shall accrue interest at the Overdue Rate for the next Payment
      Period;

     

    (2)           that
      unpaid interest and interest accrued under clause 5.4(b)(1)
      shall
      become payable on the next relevant Payment Date to the extent to which (after
      payment of interest under clause 5.4(a)) the Issuer is required to apply from
      Interest Collections to repayment of interest due under any Top-up Funding
      Facility pursuant to clause 6.1(a) and 6.1(c) of the Supplementary Bond Terms;
      and

    
      
         

      

      
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    (3)           to
      the extent to which any unpaid interest (including any interest accrued under
      clause 5.4(b)(1))
      remains
      unpaid after that next relevant Payment Date it will again be subject to
      clauses 5.4(b)(1)
      and
5.4(b)(2)
      for each
      subsequent Payment Period and relevant Payment Date until it has been
      paid.

     

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

    


    5.5          Order
      of Repayment

     

    (a)          In
      making repayments under clauses 5.2 and 5.3, the Issuer must, and the SF Manager
      must cause the Issuer to, apply the amount of the repayment to repay the
      Principal Outstanding under the Notes in order of the date of issue of the
      Notes
      so that the Notes issued earlier in time are repaid first.

     

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

     

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

     

      
        

      

    

    6          Payments

     

    6.1          Manner
      of payments

     

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

     

    (a)          in
      Same Day Funds;

     

    (b)          in
      Dollars; and

     

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

     

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

     

    6.2          Payments
      on a Banking
      Day

     

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

     

    6.3          Appropriation
      of payments

     

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

    
      
         

      

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

     

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

     

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

     

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

     

    6.4          Payments
      in gross

     

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

     

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

     

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

     

    6.5          Taxation
      deduction procedures

     

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

     

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

     

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

     

    6.6          Amounts
      payable on demand

     

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

     

      
        

      

    

    7          Representations
      and warranties

     

    7.1          By
      the Issuer

     

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

     

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

     

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

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    7.2          By
      the SF Manager

     

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

    
      
         

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    7.3          Survival
      and repetition of representations and warranties

     

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

     

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

     

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

     

    7.4          Reliance
      by the Note Holder and OF Manager

     

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

    
      
         

      

      
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    8          Undertakings

     

    8.1          Term
      of undertakings

     

    Unless
      the OF Manager otherwise agrees in writing, until the Outstanding Moneys are
      fully and finally repaid the Issuer and the SF Manager must, at its own cost
      (but without prejudice to clause 11 in the case of the Issuer), comply with
      the
      undertakings in this clause 8.

     

    8.2          Compliance
      with Covenants

     

    The
      Issuer must and the SF Manager must ensure that the Issuer does comply with
      all
      of its covenants and obligations under the Security Trust Deed and Supplementary
      Bond Terms.

     

    8.3          Notify
      Events of Default

     

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

     

    8.4          Know
      your customer

     

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

     

    8.5          Compliance
      with Regulation AB

     

    In
      relation to compliance with Regulation AB:

     

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

    
      
         

      

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

     

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

     

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

    
      
         

      

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

     

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

     

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

     

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

     

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

     

    (f)          in
      relation to the use of Subcontractors:

     

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

     

    (A)          the
      identity of each such Subcontractor; 

    
      
         

      

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

     

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

     

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

     

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

     

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

    
      
         

      

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

     

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

     

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

     

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

    
      
         

      

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


     

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

     

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

     

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


     

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

     

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

     

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

    
      
         

      

      
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    8.6          Direction
      of claims by the SF Manager

     

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

     

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

     

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

     

    8.7          Direction
      of defence of claims

     

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

     

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

     

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

    
      
         

      

      
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    9          Events
      of Default

     

    9.1          Effect
      of Event of Default

     

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

     

    (b)          The
      Issuer must and the SF Manager must cause the Issuer to upon receipt of a notice
      under clause 9.1(a) immediately repay in full the Outstanding Moneys to the
      Note
      Holder.

     

    9.2          Issuer
      to continue to perform

     

    (a)          If
      the Note Holder or OF Manager makes any declaration under clause
      9.1:

     

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

     

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

     

    (b)          Clause
      9.2(a) does not affect the obligations of the Issuer or the SF Manager under
      clause 9.1.

     

    9.3          Enforcement

     

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

     

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

     

      
        

      

    

    10        Increased
      costs, illegality and yield protection

     

    10.1        Increased
      costs

     

    If
      the OF
      Manager determines that the Note Holder is affected by any future, or any change
      in any present or future, law, regulation, order, treaty, official directive
      or
      request (with which, if not having the force of law, compliance is in accordance
      with the practice of responsible bankers and financial institutions in the
      jurisdiction concerned) including, but not limited to in respect
      of:

    
      
         

      

      
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    (a)          any
      reserve, liquidity, capital adequacy, capital allocation, special deposit or
      similar requirement; or

     

    (b)          Tax
      (other than Excluded Tax in respect of the Securitisation Fund) on or in respect
      of payments made or to be made to the Note Holder under a Material
      Document,

     

    or
      a
      present or future interpretation or administration of any of them by a
      Governmental Agency, and that, as a result:

     

    (c)          the
      effective cost to the Note Holder of making, funding or maintaining the Facility
      or the Principal Outstanding or performing any of its obligations under or
      in
      respect of the Material Documents is in any way directly or indirectly
      increased; or

     

    (d)          any
      amount paid or payable to, or received or receivable by, the Note Holder or
      the
      effective return to the Note Holder under the Material Documents is in any
      way
      directly reduced; or

     

    (e)          the
      Note Holder is required to make any payment or forego any interest or other
      return on or calculated by reference to:

     

    (1)          any
      sum received or receivable by it under or in respect of the Material Documents
      in an amount which the OF Manager considers material; or

     

    (2)          any
      capital or other amount which is or becomes directly or indirectly allocated
      by
      the Note Holder to the Principal Outstanding in an amount which the OF Manager
      considers material; or

     

    (f)          the
      Note Holder is restricted in its capacity to enter into, or is prevented from
      entering into, any other transaction with any consequence referred to in clause
      10.1(c), (d) or (e) or with any other cost or loss of return to the Note
      Holder,

     

    then,
      and
      in each such case:

     

    (g)          when
      it becomes aware of the relevant result and has calculated or otherwise
      determined the relevant effects the Note Holder must and the OF Manager must
      cause the Note Holder to promptly notify each Transaction Party of such event;
      and

     

    (h)          the
      Issuer and the SF Manager have no obligation to pay any amount to compensate
      the
      Note Holder for such increased cost, reduction, payment or foregone interest
      or
      other loss of return.

     

    10.2         Illegality

     

    If
      any
      event occurs (including, but not limited to, any change in, or the introduction,
      implementation, operation or taking effect of, any law, regulation, treaty,
      order or official directive, or in their interpretation or application by any
      Governmental Agency) which makes it unlawful, or impracticable for the Note
      Holder to make, fund or maintain the Principal Outstanding or for the Note
      Holder or OF Manager to perform its obligations under any Material Documents
      then:

    
      
         

      

      
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    (a)          the
      obligations of the Note Holder and the OF Manager under the Material Documents
      are immediately suspended for the duration of such illegality or other effect;
      and 

     

    (b)          the
      Note Holder and the OF Manager may, by notice to the Issuer terminate its
      obligations under the Material Documents; and

     

    (c)          if
      required by the applicable event, or its effect, or if necessary to prevent
      or
      remedy a breach or to comply with any applicable law, regulation, treaty, order
      or official directive the Issuer must and the SF Manager must cause it to
      immediately prepay to the Note Holder the Outstanding Moneys of it in full
      or,
      if in the OF Manager's opinion delay in prepayment does not compound such breach
      or affect such compliance, at the end of at least the longer of 30 days and
      the
      period ending on the next occurring relevant Payment Date (or such lesser period
      if the applicable law, regulation, treaty, order or official directive requires)
      upon prior notice to that effect from the OF Manager.

     

      
        

      

    

    11        Trustee
      Limitation of Liability Protection

     

    11.1        Limitation
      of Liability - Issuer

     

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

     

    (b)          The
      Issuer enters into this agreement in its capacity as trustee of the
      Securitisation Fund and in no other capacity (except where the Transaction
      Documents provide otherwise). Subject to clause 11.1(d),
      a
      liability of the Issuer arising under or in connection with this agreement
      or
      the Securitisation Fund is limited to and can be enforced against the Issuer
      only to the extent to which it can be satisfied out of the assets and property
      of the Securitisation Fund which are available to satisfy the right of the
      Issuer to be exonerated or indemnified for the liability. This limitation of
      the
      Issuer’s liability applies despite any other provision of this agreement and
      extends to all liabilities and obligations of the Issuer in any way connected
      with any representation, warranty, conduct, omission, agreement or transaction
      related to this agreement or the Securitisation Fund.

     

    (c)          Subject
      to clause 11.1(d),
      no
      person (including any Relevant Party) may take action against the Issuer in
      any
      capacity other than as trustee of the Securitisation Fund or seek the
      appointment of a receiver (except under the Security Trust Deed), or a
      liquidator, an administrator or any similar person to the Issuer or prove in
      any
      liquidation, administration or arrangement of or affecting the Issuer (except
      in
      relation to the assets of the Securitisation Fund).

     

    (d)          The
      provisions of this clause 11.1
      shall
      not apply to any obligation or liability of the Issuer to the extent that it
      is
      not satisfied because under a Transaction Document or by operation of law there
      is a reduction in the extent of the Issuer’s indemnification or exoneration out
      of the assets of the Securitisation Fund, as a result of the Issuer’s fraud,
      negligence or wilful default.

    
      
         

      

      
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    (e)          It
      is acknowledged that the Relevant Parties are responsible under this agreement
      or the other Transaction Documents for performing a variety of obligations
      relating to the Securitisation Fund. No act or omission of the Issuer (including
      any related failure to satisfy its obligations under this agreement) will be
      considered fraud, negligence or wilful default of the Issuer for the purposes
      of
      clause 11.1(d)
      to the
      extent to which the act or omission was caused or contributed to by any failure
      by any Relevant Party or any other person who has been delegated or appointed
      by
      the Issuer in accordance with the Transaction Documents to fulfil its
      obligations relating to the Securitisation Fund or by any other act or omission
      of a Relevant Party or any other person.

     

    (f)          No
      attorney, agent, receiver or receiver and manager appointed in accordance with
      this agreement or any other Transaction Document has authority to act on behalf
      of the Issuer in a way which exposes the Issuer to any personal liability and
      no
      act or omission of any such person will be considered fraud, negligence or
      wilful default of the Issuer for the purposes of clause 11.1(d).

     

    (g)          In
      this clause 11.1,
      Relevant
      Parties means
      any
      party to a Transaction Document other than the Issuer.

     

    (h)          The
      Issuer is not obliged to do or refrain from doing anything under this agreement
      (including incur any liability) unless the Issuer's liability is limited in
      the
      same manner as set out in clauses 11.1(b)
      to
11.1(f).

     

    11.2        Limitation
      of Liability - Note Holder

     

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

     

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

     

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

     

    (d)          The
      provisions of this clause 11.2
      shall
      not apply to any obligation or liability of the Note Holder to the extent that
      it is not satisfied because under the Master Trust Deed establishing the
      Origination Fund or by operation of law there is a reduction in the extent
      of
      the Note Holder’s indemnification out of the assets of the Origination Fund, as
      a result of the Note Holder’s fraud, negligence or wilful default.

    
      
         

      

      
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    (e)          It
      is acknowledged that the OF Manager is responsible under the Master Trust Deed
      establishing the Origination Fund for performing a variety of obligations
      relating to the Origination Fund, including under this agreement. No act or
      omission of the Note Holder (including any related failure to satisfy its
      obligations or breach of representation or warranty under this agreement) will
      be considered fraud, negligence or wilful default of the Note Holder for the
      purposes of clause 11.2(d)
      to the
      extent to which the act or omission was caused or contributed to by any failure
      by the OF Manager or any other person to fulfil its obligations relating to
      the
      Origination Fund or by any other act or omission of the OF Manager or any other
      person.

     

    (f)          No
      attorney, agent, receiver or receiver and manager appointed in accordance with
      this agreement has authority to act on behalf of the Note Holder in a way which
      exposes the Note Holder to any personal liability and no act or omission of
      any
      such person will be considered fraud, negligence or wilful default of the Note
      Holder for the purposes of clause 11.2(d).

     

    (g)          The
      Note Holder is not obliged to do or refrain from doing anything under this
      agreement (including incur any liability) unless the Note Holder's liability
      is
      limited in the same manner as set out in clauses 11.2(b)
      to
11.2(f).

     

    11.3        Wilful
      Default of the Issuer
      and the Note Holder

     

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

     

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

     

    (1)          other
      than a default which:

     

    (A)          arises
      out of a breach of a Transaction Document by a person other than the Issuer
      or
      the Note Holder or any person referred to in clause 11.3(b)
      in
      relation to the Issuer or the Note Holder; 

     

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

     

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


     

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

     

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

    
      
         

      

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

     

      
        

      

    

    12        Indemnities

     

    12.1        General
      indemnity

     

    (a)          Subject
      to clause 11.1 the Issuer, to the extent it is permitted or contemplated under
      the terms of the Master Trust Deed, indemnifies on a full indemnity basis
      (including legal costs and expenses charged at the usual commercial rates of
      the
      relevant legal services provider) and out of the property of the Securitisation
      Fund the Note Holder and OF Manager against any claim, action, damage, loss,
      liability, cost, charge, expense, outgoing or payment which the Note Holder
      or
      OF Manager, as the case may be, or an Attorney of the Note Holder or OF Manager
      pays, suffers, incurs or is liable for, in respect of any of the
      following:

     

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

     

    (2)          the
      occurrence of any Event of Default; or

     

    (3)          the
      Note Holder or OF Manager, as the case may be, exercising its Powers consequent
      upon or arising out of the occurrence of any Event of Default.

     

    (b)          Without
      limitation to the indemnity contained in clause 12.1(a), that indemnity includes
      the amount determined by the Note Holder or OF Manager, as the case may be,
      as
      being incurred by reason of the liquidation or re-employment of deposits or
      other funds acquired or contracted for by the Note Holder or OF Manager, as
      the
      case may be to fund or maintain the Principal Outstanding or the relevant
      Funding Portion and includes, but is not limited to, loss of
      margin.

     

    12.2        Continuing
      indemnities and evidence of loss

     

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

     

    (1)          any
      settlement of account; or

     

    (2)          the
      occurrence of any other thing,

     

    and
      remains in full force and effect until: 

     

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

     

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

    
      
         

      

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

     

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

     

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

     

    12.3        Funds
      available for indemnity

     

    The
      obligations of the Issuer under this clause 12 shall be payable solely to the
      extent that funds are available from time to time for that purpose under clause
      6 of the Supplementary Bond Terms.

     

    12.4        Negligence,
      wilful default or breach of law

     

    The
      indemnities in this clause 12 do not extend to any liability, loss, cost, charge
      or expense that is finally and judicially determined to result from any
      negligence, wilful default or breach of law by the other parties to this
      agreement.

     

    12.5        Notification
      from Note Holder or OF Manager

     

    If
      the
      Note Holder or the OF Manager receives written notice of any act, matter or
      thing which may give rise to a liability, loss, cost, charge or expense in
      relation to which the Issuer would be required to indemnify it under this clause
      12, the Note Holder or the OF Manager (as the case may be) will notify the
      Issuer of that act, matter or thing giving such details as it is practicable
      to
      give as soon as it is reasonably practicable and in any event within 5 Banking
      Days of it coming to its attention, provided that failure to do so will not
      result in any loss or reduction in the indemnity contained in this clause 12
      unless the Issuer has been prejudiced in any material respect by such
      failure.

     

      
        

      

    

    13        Tax,
      costs and expenses

     

    13.1        Tax

     

    (a)          The
      Issuer must and the SF Manager must cause the Issuer to pay any Tax, other
      than
      an Excluded Tax in respect of the Securitisation Fund or a Tax referred to
      in
      clause 13.3,
      in
      respect of the execution, delivery, performance, release, discharge, amendment,
      enforcement or attempted enforcement or otherwise in respect of any of the
      following:

     

    (1)          any
      Material Document;

     

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

     

    (3)          any
      transaction contemplated under any Material Document or any agreement or
      document described in clause 13.1(a)(2).

    
      
         

      

      
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    (b)          The
      Issuer must and the SF Manager must cause the Issuer to pay any fine, penalty
      or
      other cost in respect of a failure to pay any Tax described in clause 13.1(a)
      except to the extent that the fine, penalty or other cost is caused by the
      Note
      Holder's failure to lodge money received from the Issuer before the due date
      for
      lodgement.

     

    (c)          The
      Issuer indemnifies out of the property of the Securitisation Fund the Note
      Holder against any amount payable under clause 13.1(a) or 13.1(b) or
      both.

     

    13.2          Costs
      and expenses

     

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

     

    (a)          the
      negotiation, preparation, execution, delivery, stamping, registration,
      completion, variation and discharge of any Material Document or any agreement
      or
      document described in clause 13.1(a);

     

    (b)          the
      enforcement, protection or waiver, or attempted enforcement or protection,
      of
      any rights under any Material Document or any agreement or document described
      in
      clause 13.1(a);

     

    (c)          the
      consent or approval of the Note Holder or OF Manager given under any Material
      Document or any agreement or document described in clause 13.1(a);
      and

     

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

     

    including,
      but not limited to, any administration costs of the Note Holder or the OF
      Manager, as the case may be, in connection with the matters referred to in
      clause 13.2(b) and (d) and any legal costs and expenses (charged at the usual
      commercial rates of the relevant legal services provider) and any professional
      consultant's fees for any of the above on a full indemnity basis.

     

    13.3        Goods
      and services tax

     

    (a)          Subject
      to clause 13.3(b),
      all
      amounts referred to in this agreement which are relevant in determining a
      payment to be made by one party to another are exclusive of GST unless
      specifically indicated otherwise.

     

    (b)          If
      a party to this agreement is entitled to be indemnified or reimbursed for any
      cost or expense incurred by that party, then the indemnity or reimbursement
      will
      be calculated by reference to the GST-exclusive amount of that cost or expense,
      increased by an amount equal to that part of the cost or expense for which
      the
      party or its representative member is not entitled to an input tax credit but
      would be entitled if that entity was entitled to a full input tax credit. For
      the avoidance of doubt, the amount calculated under this clause 13.3(b)
      is a
      GST-exclusive amount.

     

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

    
      
         

      

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

     

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

     

      
        

      

    

    14        Interest
      on overdue amounts

     

    14.1        Payment
      of interest

     

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

     

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

     

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

     

    14.2        Accrual
      of interest

     

    The
      interest payable under this clause 14:

     

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

     

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

     

    14.3        Rate
      of interest

     

    The
      rate
      of interest payable under this clause 14 on any part of the Outstanding Moneys
      is the higher of:

     

    (a)          the
      Overdue Rate; and

     

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

     

      
        

      

    

    15        Assignment

     

    15.1        Assignment
      by Transaction Party

     

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

    
      
         

      

      
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    15.2        Assignment
      by Note Holder and OF Manager

     

    Neither
      the Note Holder nor the OF Manager may assign any of its rights or transfer
      by
      novation any of its rights and obligations under this agreement or any Note
      without the prior written consent of the other parties. Any such assignment
      must
      contain an acknowledgement that the assignee is bound by the provisions of
      this
      agreement.

     

    15.3        Assist
      transfer or assignment

     

    At
      the
      request of the Note Holder or OF Manager, the Issuer and the SF Manager must
      do
      any thing including, but not limited to, executing any documents or amending
      any
      Material Document, to effect any transfer or assignment under this clause
      15.

     

    15.4        Participation
      permitted

     

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

     

    15.5        Lending
      Office

     

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

     

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

     

    15.6        Disclosure

     

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

     

    15.7        No
      increase in costs

     

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

     

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

     

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

    
      
         

      

      
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    16        General

     

    16.1        Confidential
      information

     

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

     

    16.2        Performance
      by Note Holder of obligations

     

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

     

    16.3        Transaction
      Party to bear cost

     

    Without
      prejudice to clause 11, any thing which must be done by a Transaction Party
      under any Material Document, whether or not at the request of the Note Holder
      or
      OF Manager, must be done at the cost of the Transaction Party.

     

    16.4        Notices

     

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

     

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

     

    
      	 	
              (A)

            	
              if
                to the Note Holder:

            


    

    


    
      	 	
              Address:

            	
              Level
                12

            


    

    123
      Pitt
      Street 

    Sydney,
      NSW, 2000

    
      	 	
              Attention:

            	
              Head
                of Debt Markets / Manager -
                Securitisation

            


    

    
      	 	
              Facsimile:

            	
              (02)
                9221 7870; and

            


    

    


    
      	 	
              (B)

            	
              if
                to the Issuer:

            


    

    


    
      	 	
              Address:

            	
              Level
                12

            


    

    123
      Pitt
      Street

    Sydney,
      NSW, 2000

    
      	 	
              Attention:

            	
              Head
                of Debt Markets / Manager - Securitisation


            


    

    
      	 	
              Facsimile:

            	
              (02)
                9221 7870

            


    

     

    
      
         

      

      
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              (C)

            	
              if
                to the SF Manager:

            


    

    


    
      	 	
              Address:

            	
              Level
                16,

            


    

    360
      Collins Street,

    Melbourne,
      Victoria 3000

    
      	 	
              Attention:

            	
              Manager
                - Capital Markets 

            


    

    
      	 	
              Facsimile:

            	
              (03)
                9605 6200; and

            


    

    


    
      	 	
              (D)

            	
              if
                to the OF Manager:

            


    

    


    
      	 	
              Address:

            	
              Level
                16,

            


    

    360
      Collins Street,

    Melbourne,
      Victoria 3000

    
      	 	
              Attention:

            	
              Manager
                - Capital Markets

            


    

    
      	 	
              Facsimile:

            	
              (03)
                9605 6200; 

            


    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)          A
      facsimile transmission is regarded as legible unless the addressee telephones
      the sender within 2 hours after the transmission is received or regarded as
      received under clause 16.4(a)(3) and informs the sender that it is not
      legible.

     

    (c)          In
      this clause 16.4, a reference to an addressee includes a reference to an
      addressee's Officers, agents or employees.

     

    16.5        Governing
      law and jurisdiction

     

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

     

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

    
      
         

      

      
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    16.6        Prohibition
      and enforceability

     

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

     

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

     

    16.7        Waivers

     

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

     

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

     

    (1)          a
      right arising from a breach of this agreement or the occurrence of an Event
      of
      Default; or

     

    (2)          a
      Power created or arising upon default under this agreement or upon the
      occurrence of an Event of Default,

     

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

     

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

     

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

     

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

     

    16.8        Variation

     

    A
      variation of any term of this agreement must be in writing and signed by the
      parties.

     

    16.9        Cumulative
      rights

     

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

     

    16.10      Attorneys

     

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

     

    16.11      Binding
      Obligations

     

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

    
      
         

      

      
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    16.12      Winding
      up of Securitisation Fund

     

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

     

    16.13      Termination
      clause

     

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

     

    16.14      Counterparts

     

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

     

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

     

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

     

    


     

    


    
      
        
           

        

        
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    Schedule
      1 - Funding Notice
      (clause 4.2)

     

    
      	
              To:

            	
              Perpetual
                Limited

            


    

    in
      its
      capacity as trustee of the Origination Fund 

    (Note
      Holder)

     

    
      	 	
              Attention:

            	
              Head
                of Debt Markets/Manager -
                Securitisation

            


    

     

    
      	
              And:

            	
              ME
                Portfolio Management
                Limited

            


    

    in
      its
      capacity as manager of the Origination Fund 

    (OF
      Manager)

    


    
      	 	
              Attention:

            	
              Manager
                - Capital Markets

            


    

     

      
        

      

    

     

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

     

    
      	
              (a)

            	
              We
                give you notice that we require the Issuer to issue to the Note Holder
                a
                Note from SMHL Global Fund 2007-1 on [insert
                date]
                (Funding
                Date)
                at [insert
                date];

            


    

     

    
      	
              (b)

            	
              The
                aggregate principal amount of the Note is: $[insert
                amount];

            


    

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

            	
              We
                request that the proceeds be remitted to account number [insert
                details]
                at
                [insert
                address]/[insert
                alternative instructions].

            


    

     

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

     

     

    
      	
              Dated:

            	
              [insert
                date]

            


    

     

    Signed
      for
      and
      on behalf of

    ME
      Portfolio
      Management Limited

     

    _______________________________

    Officer's
      signature

     

     

    _______________________________

    Name
      (please print)

     

    


     

    


    
      
        
           

        

        
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            36

          
            

          

        

        
           

          Top-up
            Funding Facility Agreement - SMHL Global Fund
            2007-1

        

      

    

    
      

    

    Schedule
      2 - Conditions

     

    
 

     

    Top-up
      Funding Facility Agreement - SMHL Global Fund 2007-1

     

    PERPETUAL
      LIMITED

    (ABN
      86
      000 431 827) 

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

    


    of
      Level
      l2, 123 Pitt Street, Sydney, NSW, 2000

    


    (Issuer)

     

    


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

    


    
      
        

      

    

     

    1           
      Note

     

    (a)          This
      Note certificate is issued as part of the Notes of SMHL Global Fund 2007-1.
      The
      terms and conditions of the issue of this Note and repayment are constituted
      by
      this Note and the Top-up Funding Facility Agreement for the Issue and Repayment
      of Notes - SMHL Global Fund 2007-1 dated [insert
      date]
      2007
      between the Issuer, the Note Holder, ME Portfolio Management Limited (ABN
      79
      005 964 134) of Level 16, 360 Collins Street, Melbourne, Victoria in its
      capacity as manager of the Securitisation Fund (SF
      Manager)
      and ME
      Portfolio Management Limited (ABN
      79
      005 964 134) of Level 16, 360 Collins Street, Melbourne, Victoria in its
      capacity as manager of the Origination Fund (OF
      Manager)
      (Agreement).
      Terms
      defined in the Agreement have the same meaning when used in these
      Conditions.

     

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

     

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

     

    2         
         Derivation of payment

     

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

     

    3       
           Extent of liability of
      Issuer

     

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

     

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

    
      
         

      

      
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          37

        
          

        

      

      
         

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          Funding Facility Agreement - SMHL Global Fund 2007-1

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    4          
        Extent of liability of Note Holder 

     

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

     

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

    
      
         

      

      
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          38

        
          

        

      

      
         

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          Funding Facility Agreement - SMHL Global Fund 2007-1

      

    

     

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


     

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

     

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

     

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

     

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

     

    5         
         Wilful Default of the Issuer and the Note
      Holder

     

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

     

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

     

    (1)          other
      than a default which:

     

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

     

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

     

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


    
      
         

      

      
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          39

        
          

        

      

      
         

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          Funding Facility Agreement - SMHL Global Fund 2007-1

      

    

     

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

     

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

     

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

     

    


     

    


    
      
        
           

        

        
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            40

          
            

          

        

        
           

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            Funding Facility Agreement - SMHL Global Fund
            2007-1

        

      

    

    
      

    

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

    
 

     

    ME
      Portfolio Management Limited

    Level
      16

    360
      Collins Street

    Melbourne
      VIC 3000

    


     

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

     

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

     

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


     

    [NAME
      OF
      ASSERTING PARTY]

     

    Date:   
      __________________________

    


    By:

    Name: 
      ___________________________

    


    Title:   
      ___________________________

    


     

    


    
      
        
           

        

        
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            2007-1

        

      

    

    
      
        

      

    

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

     

    
      	
              SERVICING
                CRITERIA

            	
              APPLICABLE
                

              SERVICING
                

              CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	 	
              General
                Servicing Considerations

            	 
	
              1122(d)(1)(i)

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

            	 
	
              1122(d)(1)(ii)

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

            	 
	
              1122(d)(1)(iii)

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

            	 
	
              1122(d)(1)(iv)

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

            	 
	 	
              Cash
                Collection and Administration

            	 
	
              1122(d)(2)(i)

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

            	 
	
              1122(d)(2)(ii)

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

            	 
	
              1122(d)(2)(iii)

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

            	 
	
              1122(d)(2)(iv)

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

            	 
	
              1122(d)(2)(v)

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

            	 


    

     

    
      
         

      

      
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                

              SERVICING
                

              CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

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

            	 
	 	
              Investor
                Remittances and Reporting

            	 
	
              1122(d)(3)(i)

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

            	 
	
              1122(d)(3)(ii)

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

            	 
	
              1122(d)(3)(iii)

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

            	 
	
              1122(d)(3)(iv)

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

            	 


    

     

    
      
         

      

      
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                

              SERVICING
                

              CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	 	
              Pool
                Asset Administration

            	 
	
              1122(d)(4)(i)

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

            	 
	
              1122(d)(4)(ii)

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

            	 
	
              1122(d)(4)(iii)

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

            	 
	
              1122(d)(4)(iv)

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

            	 
	
              1122(d)(4)(v)

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

            	 
	
              1122(d)(4)(vi)

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

            	 
	
              1122(d)(4)(vii)

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

            	 
	
              1122(d)(4)(viii)

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

            	 


    

     

    
      
         

      

      
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              SERVICING
                CRITERIA

            	
              APPLICABLE
                

              SERVICING
                

              CRITERIA

            
	
              Reference

            	
              Criteria

            	 
	
              1122(d)(4)(ix)

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

            	 
	
              1122(d)(4)(x)

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

            	 
	
              1122(d)(4)(xi)

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

            	 
	
              1122(d)(4)(xii)

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

            	 
	
              1122(d)(4)(xiii)

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

            	 
	
              1122(d)(4)(xiv)

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

            	 
	
              1122(d)(4)(xv)

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

            	 


    

    


     

    


     

    


    
      
        
           

        

        
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            2007-1

        

      

    

    
      
        

      

    

    Executed
      as an agreement:

    


     

    ISSUER:

     

    Signed
      for

    Perpetual
      Limited

    by
      its
      attorney in

    the
      presence of:

     

     

    
      	
              /s/
                Zachary Low

            	 	
              /s/
                Craig Cullen

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Zachary
                Low

            	 	
              Craig
                Cullen

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


     

    NOTE
      HOLDER:

     

    Signed
      for

    Perpetual
      Limited

    by
      its
      attorney in

    the
      presence of:

     

     

    
      	
              /s/
                Zachary Low

            	 	
              /s/
                Craig Cullen

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Zachary
                Low

            	 	
              Craig
                Cullen

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


    
 

    
      
        
           

        

        
          page
            46

          
            

          

        

        
           

          Top-up
            Funding Facility Agreement - SMHL Global Fund
            2007-1

        

      

    

    


    SF
      MANAGER:

     

    Signed
      for

    ME
      Portfolio Management Limited

    by
      its
      attorney in

    the
      presence of:

     

     

    
      	
              /s/
                Antonia Leung

            	 	
              /s/
                Timothy D. Barton

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Antonia
                Leung

            	 	
              Timothy
                D. Barton

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


     

    OF
      MANAGER:


     

    Signed
      for

    ME
      Portfolio Management Limited

    by
      its
      attorney in

    the
      presence of:

     

     

    
      	
              /s/
                Antonia Leung

            	 	
              /s/
                Timothy D. Barton

            
	
              Witness

            	 	
              Attorney

            
	 	 	 
	
              Antonia
                Leung

            	 	
              Timothy
                D. Barton

            
	
              Name
                (please print)

            	 	
              Name
                (please print)

            


    

    


    
      
         

      

      
        page
          47