(Multicurrency-Cross
        Border)

       

      ISDA®

       

      International
        Swap Dealers Association, Inc.

       

      MASTER
        AGREEMENT

       

      dated
        as
        of 28
        May
        2007

       

      Commonwealth
        Bank of Australia (“Party A”)

      and

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

      Fund

      (“Party
        B”)

      and

      ME
        Portfolio Management Limted (ABN 79 005 964 134) in its capacity as manager
        of

      the
        Securitisation Fund

      (“Manager”)

       

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

       

      Accordingly,
        the parties agree as follows:-

       

      1.    Interpretation

       

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

       

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

       

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

       

      2.    Obligations

       

      (a)     General
        Conditions.

       

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

       

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

       

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

      


      


      Copyright
        © 1992 by International Swap Dealers
        Association, Inc.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

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

       

      (i)    in
        the
        same currency; and

       

      (ii)    in
        respect of the same Transaction,

       

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

       

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

       

      (d)     Deduction
        or Withholding for Tax.

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (ii)   Liability.
        If:-

       

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

       

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

       

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

       

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

       

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

       

      3.    Representations

       

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

       

      (a)   Basic
        Representations.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      4.    Agreements

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      5.    Events
        of
        Default and Termination Events

       

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

       

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

       

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

       


      
        
          
          

        

        
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      (iii)   Credit
        Support Default.

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


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

       

      6.    Early
        Termination

       

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

       

      (b)    Right
        to Terminate Following Termination Event.

       

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

       

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

       

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

       

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

       

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

       

      (iv)    Right
        to Terminate. If:-

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

      (c)    Effect
        of Designation.

       

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

       

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

       

      (d)    Calculations.

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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

       

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

       

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

       

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


       

      7.    Transfer

       

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

       

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

       

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

       

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

       

      8.    Contractual
        Currency

       

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

       


      
        
          
          

        

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

       

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

       

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

       

      9.    Miscellaneous

       

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

       

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

       


      
        
          
          

        

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

       

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

       

      (e)    Counterparts and
        Confirmations.

       

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

       

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

       

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

       

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

       

      10.   Offices;
        Multibranch Parties

       

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

       

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

       

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

       

      11.   Expenses

       

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

       


      
        
          
          

        

        
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      12.   Notices

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      13.   Governing
        Law and
        Jurisdiction

       

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

       

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

       

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

       

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

       


      
        
          
          

        

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


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

       

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

       

      14.   Definitions

       

      As
        used
        in this Agreement:-

       

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

       

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

       

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

       

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

       

      "Applicable
        Rate" means:-

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

      

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


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

        


        
          	
                  PARTY
                    A

                
	 
	
                  Signed
                    in Sydney on the 28th
                    day of May 2007 for Commonwealth Bank of Australia by its duly
                    appointed
                    Attorney under Power of Attorney dated 03.11.2005 Registered
                    Book 4475 No.
                    35 who declares that he/she has not received notice of revocation
                    of the
                    power

                


        

        


        In
          the
          presence of

         

        
          	
                  Witness:/s/
                    Jaqueline De Lacy        

                	
                  Attorney:/s/
                    Karen Freeman        

                
	 	 
	
                  Name:
                    Jaqueline De Lacy

                	
                  Name:
                    Karen Freeman

                
	 	 
	
                  Title:
                    Global Markets Documentation

                	
                  Title:
                    Global Markets Documentation

                
	 	 
	
                  Date:
                    28 May 2007

                	
                  Date:

                


        

        


         

        
          	
                  PARTY
                    B

                
	 
	
                  Signed
                    by Perpetual Limited

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

                


        

         

        In
          the
          presence of

         

        
          	
                  Witness:/s/
                    Sarah Craven        

                	
                  Attorney:/s/
                    Craig Cullen        

                
	 	 
	
                  Name:
                    Sarah Craven

                	
                  Name:
                    Craig Cullen

                
	 	 
	
                  Title:
                    Manager

                	
                  Title:
                    Assistant Manager

                
	 	 
	
                  Date:

                	
                  Date:

                


        

        


         

         


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        
           

          
            	
                    THE
                      MANAGER

                  
	 
	
                    Signed
                      by ME Portfolio Management Limited

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

                  


          

           

        

        In
          the
          presence of

         

        
          	
                  Witness:/s/
                    Antonia Leung        

                	
                  Attorney:/s/
                    Timothy D. Barton        

                
	 	 
	
                  Name:
                    Antonia Leung

                	
                  Name:
                    Timothy D. Barton

                
	 	 
	
                  Title:
                    Secretary 

                	
                  Title:
                    Attorney

                
	 	 
	
                  Date:
                    28 May 2007

                	
                  Date:
                    28 May 2007

                


        


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

        

          SCHEDULE

          to
            the

          Master
            Agreement (1992 ISDA Multi-Currency Cross Border)


           

          dated
            as of 28 May 2007

           

          between


           

          Commonwealth
            Bank of Australia
            ABN 48 123 123 124 

          ("Party
            A")

           

          and

           

          Perpetual
            Limited ABN
            86 000 431 827

          in
            its capacity as trustee of the Securitisation Fund 

          ("Party
            B")

           

          and


           

          ME
            Portfolio Management Limited ABN
            79 005 964 134

          in
            its capacity as manager of the Securitisation Fund 

          ("Manager")

           

          



          
            
              
              

            

            
              page
                1

              
                

              

            

            
              
              

            

          


          
            	Part
                    1.	
                    Termination
                      Provisions

                  


          

           

          
            	
                    (a)

                  	
                    "Specified
                      Entity" means:

                  


          

           

          
            	 	
                    (i)

                  	
                    in
                      relation to Party A for the purposes
                      of:

                  


          

           

          
            	 	
                    Section
                      5(a)(v):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(a)(vi):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(a)(vii):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(b)(iv):

                  	
                    Nil

                  


          

           

          and

           

          
            	 	
                    (ii)

                  	
                    in
                      relation to Party B for the purposes
                      of:

                  


          

           

          
            	 	
                    Section
                      5(a)(v):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(a)(vi):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(a)(vii):

                  	
                    Nil

                  


          

           

          
            	 	
                    Section
                      5(b)(iv):

                  	
                    Nil

                  


          

           

          
            	
                    (b)

                  	
                    "Specified
                      Transaction"
                      will have the meaning specified in Section
                      14.

                  


          

           

          
            	
                    (c)

                  	
                    The
                      following provisions of Section 5 will not apply to Party A
                      or Party
                      B:

                  


          

           

          
            	 	
                    (i)

                  	
                    Section
                      5(a)(ii)

                  


          

           

          Section
            5(a)(iii)

           

          Section
            5(a)(iv)

           

          Section
            5(a)(v)

           

          Section
            5(a)(vi)

           

          Section
            5(a)(viii)

           

          Section
            5(b)(iii)

           

          Section
            5(b)(iv)

           

          
            	 	
                    (ii)

                  	
                    Section
                      5(b)(ii) will not apply to Party A as the sole Affected Party
                      (subject to
                      Part 1(n)(iii) of this
                      Schedule).

                  


          

           

          
            	
                    (d)

                  	
                    Event
                      of Default.
                      Delete Section 5(a)(i) and insert
                      instead:

                  


          

           

          
            	 	
                    “(i)

                  	
                    Failure
                      to Pay or Deliver:
                      Failure by the party to make, when due, any payment under this
                      Agreement
                      or delivery under Section 2(a)(i) or Section 2(e) required
                      to be made by
                      it if such failure is not remedied at or before 10.00am on
                      the tenth Local
                      Business Day after notice of such failure is given to the
                      party;”.

                  


          

           

          
            	
                    (e)

                  	
                    The
                      “Bankruptcy”
                      provisions of Section 5(a)(vii) are replaced
                      by:

                  


          

           

          “An
            Insolvency Event (as defined in the Security Trust Deed) has occurred
            in respect
            of Party A (which will be the Defaulting Party) or Party B (which will
            be the
            Defaulting Party)”.

           

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

           


          
            
              
              

            

            
              page
                2

              
                

              

            

            
              
              

            

          


          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

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

           

          
            	
                    (f)

                  	
                    "Automatic
                      Early Termination".
                      The provisions of Section 6(a) will not apply to Party A nor
                      to Party
                      B.

                  


          

           

          
            	
                    (g)

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

                  


          

           

          
            	 	
                    (i)

                  	
                    Market
                      Quotation will apply.

                  


          

           

          
            	 	
                    (ii)

                  	
                    The
                      Second Method will apply.

                  


          

           

          
            	
                    (h)

                  	
                    "Termination
                      Currency"
                      means Australian Dollars.

                  


          

           

          
            	
                    (i)

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

                  


          

           

          
            	 	
                    (i)

                  	
                    Party
                      B becomes obliged to make a withholding or deduction in respect
                      of any
                      Notes and the Notes are redeemed as a result (in which case
                      both Party A
                      and Party B shall be the Affected
                      Party).

                  


          

           

          
            	 	
                    (ii)

                  	
                    An
                      Event of Default (as defined in the Security Trust Deed) occurs
                      and the
                      Security Trustee has declared, in accordance with the Security
                      Trust Deed,
                      the Notes immediately due and payable (in which case, Party
                      B is the
                      Affected Party).

                  


          

           

          
            	 	
                    (iii)

                  	
                    Party
                      A fails to comply with the requirements of Part
                      5(q)
                      of
                      this Schedule (in which case Party A shall be the Affected
                      Party).

                  


          

           

          
            	 	
                    (iv)

                  	
                    Party
                      A fails to comply with the requirements of Part
                      5(u)
                      of
                      this Schedule (in which case Party A shall be the Affected
                      Party).

                  


          

           

          
            	
                    (j)

                  	
                    Notice
                      to terminate. Section
                      6 is amended by replacing “20 days” in line 3 with “5 Local Business
                      Days”.

                  


          

           

          
            	
                    (k)

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

                  


          

           

          
            	
                    (l)

                  	
                    Early
                      Termination.
                      In
                      Section 6:

                  


          

           

          
            	 	
                    (i)

                  	
                    add
                      the following sentence at the end of the first paragraph of
                      Section
                      6(b)(ii):

                  


          

           

          “However,
            if Party B is the Affected Party, then Party B will only be obliged to
            make such
            efforts to effect a transfer in accordance with this Section 6(b)(ii)
            as it is
            able to make by application of funds available for such application in
            accordance with the provisions of the Master Trust Deed” and the Supplementary
            Bond Terms Notice.

           

          
            	 	
                    (ii)

                  	
                    add
                      the following sentence at the end of the second paragraph of
                      Section
                      6(b)(ii):

                  


          

           

          “so
            long
            as the transfer in respect of that Transaction would not lead to a rating
            downgrade, or rating withdrawal, of any rated debt of Party B that is
            secured
            under the Security Trust Deed. However, if Party A is that other party
            it must,
            if so requested by Party B, use reasonable efforts to make such a transfer
            to an
            Affiliate (as that expression is defined in Section 14) at the expense
            of Party
            B in its capacity as trustee of the Securitisation Fund and such expense
            will be
            an expense of the Securitisation Fund.”;

           


          
            
              
              

            

            
              page
                3

              
                

              

            

            
              
              

            

          


          
            	 	
                    (iii)

                  	
                    add
                      the following sentence at the end of the last paragraph of
                      Section
                      6(b)(ii):

                  


          

           

          “However,
            consent may be withheld if the other party considers that its credit
            exposure to
            the transferor would be adversely affected by the transfer.”

           

          
            	
                    (m)

                  	
                    No
                      Set Off.
                      Delete the last sentence of the first paragraph in Section
                      6(e).

                  


          

           

          
            	
                    (n)

                  	
                    Restricted
                      Termination Rights.
                      Add a new Section 6(aa) as follows:

                  


          

           

          “(aa)  Restricted
            Termination Rights

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (b)

                  	
                    If
                      a Tax Event occurs where Party A is the Affected Party and
                      Party A is
                      unable to transfer all its rights and obligations under this
                      Agreement and
                      each Transaction to an Affiliate pursuant to Section 6(b)(ii),
                      Party A
                      may, at its cost, transfer all its rights, powers and privileges
                      and all
                      its unperformed and future obligations under this Agreement
                      and each
                      Transaction to any person provided that each Designated Rating
                      Agency has
                      confirmed in writing that the transfer will not result in a
                      reduction,
                      qualification or withdrawal of the credit ratings then assigned
                      by them to
                      the Notes.

                  


          

           

          
            	 	
                    (iv)

                  	
                    Transfer
                      where Party B does not gross-up.
                      If
                      any payment by Party B to Party A under this Agreement is,
                      or is likely to
                      be, made subject to any deduction or withholding on account
                      of Tax, Party
                      B will use reasonable endeavours to procure the transfer of
                      its
                      obligations under this Agreement in respect of each Affected
                      Transaction
                      to a third party, which is incorporated in another jurisdiction,
                      approved
                      by Party A and the Note Trustee (if applicable) and in respect
                      of which
                      the Designated Rating Agencies confirm that such transfer to
                      such party
                      will not cause a reduction or withdrawal of the rating of the
                      Notes”.

                  


          

           


          
            
              
              

            

            
              page
                4

              
                

              

            

            
              
              

            

          


           

          
            
              
                	Part
                        2.	
                        Tax
                          Representations

                      


              

            

          

           

          
            	
                    (a)

                  	
                    Payer
                      Representations. 

                  


          

           

          For
            the
            purpose of Section 3(e), Party A and Party B each make the representation
            specified below:

           

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

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

                  	
                    the
                      satisfaction of the agreement of the other party contained
                      in Section
                      4(d), 

                  


          

           

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

           

          
            	
                    (b)

                  	
                    Payee
                      Tax Representations.
                      

                  


          

           

          For
            the
            purpose of Section 3(f):

           

          Each
            of
            Party A and Party B represents that it is an Australian resident and
            does not
            derive the payments under this Agreement in part or whole in carrying
            on
            business in a country outside Australia at or through a permanent establishment
            of itself in that country.

           


          
            
              
              

            

            
              page
                5

              
                

              

            

            
              
              

            

          

           

          
            	Part
                    3.	
                    Documents
                      to be Delivered

                  


          

          


          For
            the
            purposes of Section 4(a)(i) and Section 4(a)(ii), each party agrees to
            deliver
            the following documents, as applicable:

           

          
            	
                    (a)

                  	
                    Tax
                      forms, documents or certificates to be delivered
                      are:

                  


          

           

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/Certificate

                  	
                    Date
                      by which document to be delivered

                  
	 	 	 
	
                    Party
                      A, Party B and the Manager

                  	
                    Any
                      document or certificate reasonably required or reasonably requested
                      by a
                      party in connection with its obligations to make a payment
                      under this
                      Agreement which would enable that party to make the payment
                      free from any
                      deduction or withholding for or on account of Tax or as would
                      reduce the
                      rate at which deduction or withholding for or on account of
                      Tax is applied
                      to that payment.

                  	
                    As
                      soon as reasonably practicable following a request by the other
                      party.

                  


          

           

          
            	
                    (b)

                  	
                    Other
                      documents to be delivered are:

                  


          

           

          
            	
                    Party
                      required to deliver document

                  	
                    Form/Document/Certificate

                  	
                    Date
                      by which document to be
                      delivered

                  


          

           

          
            	
                    Party
                      A, Party B and the Manager

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

                  	
                    At
                      the execution of this Agreement and thereafter promptly upon
                      any change in
                      authorised persons or upon request.

                  
	 	 	 
	
                    Party
                      A

                  	
                    A
                      copy of the most recent annual report of the party containing
                      consolidated
                      financial statements, certified by independent public accountants
                      and
                      prepared in accordance with accounting principles that are
                      generally
                      accepted in the country which Party A is organised, and such
                      other public
                      information respecting its condition or operations, financial
                      or
                      otherwise, as the other party may reasonably request from time
                      to
                      time.

                  	
                    Upon
                      reasonable request by Party B or the Manager.

                  
	 	 	 


          

          


          
            
              
                
                

              

              
                page
                  6

                
                  

                

              

              
                
                

              

            

          

          
             

            
              	
                      Party
                        required to deliver document

                    	
                      Form/Document/Certificate

                    	
                      Date
                        by which document to be
                        delivered

                    


            

             

          

          
            	
                    Party
                      A

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

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

                  
	 	 	 
	
                    Party
                      A

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

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

                  
	 	 	 
	
                    Party
                      A

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

                  	
                    At
                      the execution of this Agreement in relation to the information
                      provided by
                      Party A to the Manager for use in a prospectus and thereafter
                      upon the
                      provision of any financial data or financial statements as
                      may be required
                      above.

                  
	 	 	 
	
                    The
                      Manager

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

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

                  
	 	 	 
	
                    The
                      Manager

                  	
                    A
                      copy of the Master Trust Deed certified to be a true copy by
                      two
                      authorised signatories of the Manager.

                  	
                    The
                      date of this Agreement.

                  
	 	 	 


          

          


          
            
              
                
                

              

              
                page
                  7

                
                  

                

              

              
                
                

              

            

          

           

          
             

            
              	
                      Party
                        required to deliver document

                    	
                      Form/Document/Certificate

                    	
                      Date
                        by which document to be
                        delivered

                    


            

             

          

          
            	
                    The
                      Manager

                  	
                    A
                      copy of any document amending or varying the terms of the Master
                      Trust
                      Deed certified to be a true copy by two authorised signatories
                      of the
                      Manager.

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

                  
	 	 	 
	
                    The
                      Manager

                  	
                    A
                      copy of the Security Trust Deed and any disclosure document
                      relating to
                      Notes in connection with the Securitisation Fund certified
                      to be a true
                      copy by two authorised signatories of the Manager.

                  	
                    5
                      Local Business Days prior to the date of the first Transaction
                      made under
                      this Agreement.

                  
	 	 	 


          

          


          Each
            of
            the documents in Part
            3(a)
            and
Part
            3(b)
            of this
            Schedule are covered by the representation contained in Section
            3(d).

           

           

          
            
              
                
                

              

              
                page
                  8

                
                  

                

              

              
                
                

              

            

          

          


           

          
            	Part
                    4.	
                    Miscellaneous

                  


          

           

          
            	
                    (a)

                  	
                    Addresses
                      for Notices.
                      For the purpose of Section 12(a):

                  


          

           

          
            	 	
                    (i)

                  	
                    Address
                      for notices or communications to Party
                      A:

                  


          

          
            	 	
                    Address

                  	
                    Level
                      1, 120 Pitt Street

                  


          

          Sydney,
            NSW 2000

          
            	 	
                    Attention:
                      

                  	
                    Executive
                      Manager, Global Markets
                      Documentation

                  


          

          
            	 	
                    Facsimile
                      No: 

                  	
                    (612)
                      9312 0106

                  


          

          
            	 	
                    Telephone
                      No: 

                  	
                    (612)
                      9312 0522

                  


          

           

          
            	 	
                    (ii)

                  	
                    Address
                      for notices or communications to Party
                      B:

                  


          

          
            	 	
                    Address:

                  	
                    Level
                      12, 123 Pitt Street

                  


          

          Sydney
            NSW 2000

          
            	 	
                    Attention:

                  	
                    Manager,
                      Securitisation

                  


          

          
            	 	
                    Telephone:

                  	
                    (612)
                      9229 9000

                  


          

          
            	 	
                    Facsimile:

                  	
                    (612)
                      9221 7870

                  


          

           

          
            	 	
                    (iii)

                  	
                    Address
                      for notices or communications to the Manager:

                  


          

          
            	 	
                    Address:
                      

                  	
                    Level
                      16, 360 Collins Street

                  


          

          Melbourne
            VIC 3000

          
            	 	
                    Attention:

                  	
                    Settlements
                      Officer

                  


          

          
            	 	
                    Telephone:

                  	
                    (613)
                      9605 6200

                  


          

          
            	 	
                    Facsimile
                      No.

                  	
                    (613)
                      9605 6228

                  


          

           

          
            	
                    (b)

                  	
                    Process
                      Agent.
                      For the purpose of Section 13(c):

                  


          

           

          
            	 	
                    Party
                      A: 

                  	
                    Not
                      Applicable

                  


          

           

          
            	 	
                    Party
                      B: 

                  	
                    Not
                      applicable

                  


          

           

          
            	 	
                    The
                      Manager:

                  	
                    Not
                      applicable

                  


          

           

          
            	
                    (c)

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

                  


          

           

          
            	
                    (d)

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

                  


          

           

          Party
            A is a Multibranch Party and may act through its Sydney and Melbourne
            offices.


           

          Party
            B is not a Multibranch Party.

           

          
            	
                    (e)

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

                  


          

           

          
            	
                    (f)

                  	
                    Credit
                      Support Document.
                      Details of any Credit Support
                      Document:

                  


          

           

          (i) In
            relation to Party
            A:  
            Nil.

           

          (ii) In
            relation to Party
            B:  
            Security
            Trust Deed.

           

          
            	
                    (g)

                  	
                    Credit
                      Support Provider.
                      Credit Support Provider means:

                  


          

           

          (i) In
            relation to Party
            A:  
            Nil.

          


          
            
              
                
                

              

              
                page
                  9

                
                  

                

              

              
                
                

              

            

          

           

          (ii) In
            relation to Party
            B:  
            Nil.

           

          
            	
                    (h)

                  	
                    Governing
                      Law.
                      This Agreement will be governed by, and construed in accordance
                      with the
                      laws in force in the State of New South Wales and each party
                      submits to
                      the non-exclusive jurisdiction of the courts of that State
                      without
                      reference to choice of law doctrine. Section 13(b)(i) is deleted
                      and
                      replaced with the following:

                  


          

           

          
            	 	
                    “(i)

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

                  


          

           

          
            	
                    (i)

                  	
                    Netting
                      of Payments.

                  


          

           

          Section
            2(c)(ii) will not apply to all Transactions.

           

          
            	
                    (j)

                  	
                    "Affiliate"
                      will
                      have the meaning specified in Section 14. For the purpose of
                      Section 3(c)
                      each of Party A, Party B and the Manager are deemed not to
                      have any
                      Affiliates.

                  


          

           

          


          
            
              
                
                

              

              
                page
                  10

                
                  

                

              

              
                
                

              

            

          

          


           

          
            	Part
                    5.	
                    Other
                      Provisions

                  


          

           

          
            	
                    (a)

                  	
                    Application
                      and ISDA Definitions.

                  


          

           

          Application.
            Every
            transaction between the parties is a Transaction governed by the terms
            of this
            Agreement (and not any other master agreement) and forms part of this
            Agreement
            unless the parties expressly agree in writing that this clause is not
            to apply.
            This applies whether or not the parties refer to this Agreement or state
            that
            the transaction is governed by the terms of any other master agreement
            when
            entering into the transaction.

           

          
            	
                    (b)

                  	
                    Payments.
                      In:

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

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

           

          
            	 	
                    (ii)

                  	
                    Section
                      2(a)(ii) insert immediately after the words “freely transferable funds”
                      the following words:

                  


          

           

          “,
            free
            of any set-off, counterclaim, deduction or withholding (except as expressly
            provided in this Agreement)”.

           

          
            	 	
                    (iii)

                  	
                    Section
                      2(a) immediately after Section 2(a)(iii) insert new paragraphs
                      (iv) and
                      (v) as follows:

                  


          

           

          
            	 	
                    “(iv)

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

                  


          

           

          
            	 	
                    (v)

                  	
                    Where:

                  


          

           

          
            	 	
                    (1)

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

                  


          

           

          
            	 	
                    (2)

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

                  


          

           

          then
            Party A’s obligation to make the Party A Payment to Party B shall be subject
            to
            the condition precedent (which shall be an “applicable condition precedent” for
            the purpose of Section 2(a)(iii)(3)) that Party A first receives
            either:

           

          
            	 	
                    (3)

                  	
                    the
                      Party B Payment; or

                  


          

           

          
            	 	
                    (4)
                      

                  	
                    confirmation
                      from Party B’s bank that it holds irrevocable instructions to effect
                      payment of the Party B payment and that funds are available
                      to make that
                      payment”.

                  


          

           

          
            	 	
                    (iv)

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

                  


          

           

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

           

          
            	
                    (c)

                  	
                    Section
                      3(a)(v) is modified by adding in the fourth line thereof the
                      words
                      “including without limitation in the case of Party A being an
                      authorised
                      deposit taking institution authorised to carry on banking business
                      in the
                      Commonwealth of Australia, Section 13A(3) of the Banking Act
                      1959 (Cth)
                      and Section 86 of the Reserve Bank Act 1959 (Cth) or any amending
                      or
                      replacement legislation as may be in effect” after the word
                      “generally”.

                  


          

           

          


          
            
              
                
                

              

              
                page
                  11

                
                  

                

              

              
                
                

              

            

          

          


          
            	
                    (d)

                  	
                    Additional
                      Representations. In
                      addition to the representations in Section 3, the parties make
                      the
                      following representations:

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

           

          
            	 	
                    (c)

                  	
                    Status
                      of parties.
                      Except as disclosed in paragraph (d)(i)(a) in relation to Party
                      B, the
                      other party is not acting as a fiduciary or an adviser to it
                      in respect of
                      that Transaction.

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

                  	
                    Contracting
                      as principal. Subject
                      to Section 15, each Transaction has been entered into by that
                      party:

                  


          

           

          
            	 	
                    (a)

                  	
                    in
                      the case of Party A, as principal and not otherwise;
                      and

                  


          

           

          
            	 	
                    (b)

                  	
                    in
                      the case of Party B, in its capacity as trustee of the Securitisation
                      Fund
                      and not otherwise.

                  


          

           

          
            	
                    (e)

                  	
                    Transfer.
                      Section 7 is deleted and replaced with the
                      following:

                  


          

           

          “Transfer

           

          
            	 	
                    (a)

                  	
                    Neither
                      the interests nor obligations of either party in or under this
                      Agreement
                      (including any Transaction) are capable of being assigned or
                      transferred
                      (whether at law, in equity or otherwise and whether by way
                      of security or
                      otherwise), charged or the subject of any trust or other fiduciary
                      obligation (other than, in respect of Party B, the trusts and
                      fiduciary
                      obligations created pursuant to the Master Trust Deed and any
                      charge
                      created by the Security Trust Deed). Any action by a party
                      which purports
                      to do any of these things is void.

                  


          

           

          
            	 	
                    (b)

                  	
                    Nothing
                      in this Section 7:

                  


          

          


          
            
              
                
                

              

              
                page
                  12

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (i)

                  	
                    restricts
                      the parties agreeing to a novation of the interests and obligations
                      of a
                      party in or under this Agreement (including any Transaction)
                      including,
                      but not limited to, for the purposes of giving effect to a
                      transfer under
                      Section 6(b)(ii);

                  

 

          
            	 	
                    (ii)

                  	
                    restricts
                      a transfer by a party or any part of its interest in any amount
                      payable to
                      it from a Defaulting Party under Section
                      6(e);

                  


          

           

          
            	 	
                    (iii)

                  	
                    restricts
                      a transfer by a party after the other party has agreed to the
                      variation of
                      this Agreement to the extent necessary to permit such transfer;
                      or

                  


          

           

          
            	 	
                    (iv)

                  	
                    restricts
                      a transfer by a Security Trustee pursuant to the exercise of
                      its powers
                      under a Security Trust Deed.

                  


          

           

          
            	 	
                    (c)

                  	
                    Unless
                      otherwise agreed by the parties, S&P, Moody’s and Fitch Ratings, any
                      transfer or assignment pursuant to this Section 7 must be made
                      to an
                      entity of which each of these rating agencies have confirmed
                      will not
                      result in a reduction or withdrawal of the then rating for
                      any outstanding
                      Notes by each of those Designated Rating
                      Agencies.

                  


          

           

          (d)   Each
            party acknowledges that the other party enters into this Agreement and
            each
            Transaction on the basis that this Section 7 must be strictly observed
            and is
            fundamental to the terms of this Agreement (including each
            Transaction).”

           

          
            	
                    (f)

                  	
                    Amendment.
                      In
                      Section 9, add at the end of Section
                      9(b):

                  


          

           

          “Any
            amendment made under this Section 9(b) may only be made after S&P, and
            Moody’s and Fitch Ratings have confirmed in writing that such proposed amendment
            will not result in a reduction or withdrawal of the then rating of any
            outstanding Notes by each of those Designated Rating Agencies.”

           

          
            	
                    (g)

                  	
                    Notices:
                      In
                      Section 12:

                  


          

           

          
            	 	
                    (i)

                  	
                    delete
                      Section 12(a)(iii) and insert
                      instead:

                  


          

           

          
            	 	
                    “(iii)

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

                  


          

           

          
            	
                    (h)

                  	
                    Definitions:
                      In
                      Section 14: 

                  


          

           

          
            	 	
                    (i)

                  	
                    Section
                      14 is renumbered as Section 14(a);

                  


          

           

          
            	 	
                    (ii)

                  	
                    delete
                      the definition “Affected Transactions” and insert the
                      following:

                  


          

           

          ““Affected
            Transactions”
            means
            all Transactions.”;

           

          
            	 	
                    (iii)

                  	
                    insert
                      the following new definitions:

                  


          

           

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

           

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

           

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

          


          
            
              
                
                

              

              
                page
                  13

                
                  

                

              

              
                
                

              

            

          

           

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

           

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

           

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

           

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

           

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

           

          “Security
            Trustee” means
            Perpetual Trustee Company Limited ABN 42 000 001 007, as amended.

           

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

           

          “Supplementary
            Bond Terms Notice”
            means
            the document entitled Supplementary Bond: Terms Notice: SMHL Global Fund
            2007-1
            - Class A Notes and Class B Notes dated or to be dated on or about 29
            May 2007
            between the Manager, the Security Trustee, the Note Trustee and
            Party B.

           

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

           

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

           

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

           

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

           

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

           

          
            	 	
                    (a)

                  	
                    other
                      than a default which:

                  


          

           

          
            	 	
                    (i)

                  	
                    arises
                      out of a breach of a Transaction Document by a person other
                      than Party B
                      or any person referred to in Section 14(c) in relation to Party
                      B;

                  


          

           

          
            	 	
                    (ii)

                  	
                    arises
                      because some other act or omission is a precondition to the
                      relevant act
                      or omission of Party B, and that other act or omission does
                      not
                      occur;

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	 	
                    (iv)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

          


          
            
              
                
                

              

              
                page
                  14

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (iv)

                  	
                    Insert
                      the following new Sections 14(b) and (c) after Section
                      14(a);

                  


          

           

          
            	 	
                    “(b)

                  	
                    Unless
                      otherwise defined herein, terms defined in the Master Trust
                      Deed and the
                      Security Trust Deed have the same meaning where used in this
                      Agreement.

                  


          

           

          
            	 	
                    (c)

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

                  


          

           

          
            	 	
                    (v)

                  	
                    Each
                      of the following expressions has the meaning given to them
                      in the
                      Supplementary Bond Terms Notice:

                  


          

           

          “Designated
            Rating Agency”

           

          “Extraordinary
            Resolution”

           

          “Invested
            Amount”

           

          “Notes”

           

          “Noteholder”

           

          “Note
            Trustee”

           

          
            	 	
                    (vi)

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

                  


          

           

          (i)    Master
            Trust Deed and Security Trust Deed:

           

          Party
            B
            and the Manager acknowledge and agree that:

           

          
            	 	
                    (i)

                  	
                    this
                      Agreement and all Transactions under it constitute Secured
                      Documents under
                      the Security Trust Deed;

                  


          

           

          
            	 	
                    (ii)

                  	
                    Party
                      A is a Secured Creditor under the Security Trust
                      Deed;

                  


          

           

          
            	 	
                    (iii)

                  	
                    Party
                      B’s obligations under this Agreement and each Transaction under
                      it
                      constitute Secured Moneys under the Security Trust Deed;
                      and

                  


          

           

          
            	 	
                    (iv)

                  	
                    this
                      Agreement is an “Interest Hedge” and a “Transaction Document” and Party A
                      is an “Interest Hedge Provider” in respect of the Securitisation Fund
                      under the Master Trust Deed.

                  


          

           

          
            	
                    (j)

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

                  


          

           

          
            	 	
                    (i)

                  	
                    Securitisation
                      Fund Validly Created.
                      The Securitisation Fund has been validly created and is in
                      existence at
                      the time a Transaction is entered into in relation to the Securitisation
                      Fund. 

                  


          

           

          
            	 	
                    (ii)

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


                  


          

           

          
            	 	
                    (iii)

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


                  


          

          


          
            
              
                
                

              

              
                page
                  15

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (iv)

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

                  


          

           

          
            	 	
                    (v)

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

                  


          

           

          
            	 	
                    (vi)

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

                  


          

           

          (k)   Procedures
            for Entering into Transactions. 

           

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

           

          
            	
                    (l)

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

                  


          

           

          
            	
                    (m)

                  	
                    Any
                      reference to a:

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          (n)   Consent
            to Recording.

           

          Each
            Party 

           

          (i)
            consents to the recording of the telephone conversations of trading and
            marketing personnel of the parties and their Affiliates in connection
            with this
            Agreement or any potential Transaction; and 

           

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

           

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

           

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

           

          
            	
                    (o)

                  	
                    Consent
                      to Information Disclosure.

                  


          

           

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

          


          
            
              
                
                

              

              
                page
                  16

                
                  

                

              

              
                
                

              

            

          

           

          
            	
                    (p)

                  	
                    Consolidation
                      of Transactions.

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	
                    (q)

                  	
                    Ratings
                      Downgrade.

                  


          

           

          
            	 	
                    (i)

                  	
                    If,
                      as a result of the withdrawal or downgrade of its credit rating
                      by a
                      Designated Rating Agency, Party A does not
                      have any of the following:

                  


          

           

          
            	 	
                    (a)

                  	
                    a
                      long term credit rating of at least A+ by
                      S&P;

                  


          

           

          
            	 	
                    (b)

                  	
                    a
                      short term credit rating of at least A-1 by
                      S&P;

                  


          

           

          
            	 	
                    (c)

                  	
                    a
                      short term credit rating of at least P-1 by
                      Moody’s

                  


          

           

          
            	 	
                    (d)

                  	
                    a
                      long term credit rating of at least A2 by Moody’s;
                      

                  


          

           

          
            	 	
                    (e)

                  	
                    a
                      short term credit rating of at least F1 by Fitch Ratings;
                      or

                  


          

           

          
            	 	
                    (f)

                  	
                    a
                      long term rating of at least A by Fitch Ratings; and
                      

                  


          

           

          in
            the
            case of a downgrade by Fitch Ratings, Moody’s or S&P, such a downgrade
            would, except for this clause adversely affect the rating of the relevant
            securities, Party A shall:

           

          
            	 	
                    (1)

                  	
                    within
                      30 Local Business Days (or within such greater period as is
                      agreed to in
                      writing by the relevant Designated Rating Agency)
                      of a downgrade of: 

                  


          

           

          
            	 	
                    (i)

                  	
                    its
                      long term credit rating by S&P to not lower than BBB together with a
                      downgrade of its short term credit rating by S&P to not lower
                      than
                      A-2, or 

                  


          

           

          
            	 	
                    (ii)

                  	
                    its
                      long term credit rating by Moody’s to not lower than A3 with a downgrade
                      of its short term Moody’s rating to not lower than P-1; or 

                  


          

           

          
            	 	
                    (iii)

                  	
                    its
                      long term credit rating by Fitch Ratings to not lower than
A
                      together with a downgrade of its short-term credit rating by
                      Fitch Ratings to not lower than F1,


                  


          

           

          comply
            with Part
            5(q)(ii)
            or
Part
            5(q)(iii)
            of this
            Schedule; or 

           

          
            	 	
                    (2)

                  	
                    within
                      10 Local Business Days (or within such greater period as is
                      agreed to in
                      writing by the relevant Designated Rating Agency) of any other
                      such
                      withdrawal or downgrade of Party A’s short term or long term credit rating
                      by the relevant Designated Rating Agency not already covered
                      in
                      Part
                      5(q)(i)(f)(1)
                      of
                      this Schedule,
                      comply with Part
                      5(q)(ii)
                      or
                      Part
                      5(q)(iii)
                      of
                      this Schedule provided that Part
                      5(q)(ii)
                      of
                      this Schedule will not apply where the long term credit rating
                      falls to
                      BBB+ (or less) by Fitch Ratings and the short term credit rating
                      falls to
                      F2 (or less) by Fitch Ratings.

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

           

          


          
            
              
                
                

              

              
                page
                  17

                
                  

                

              

              
                
                

              

            

          

          


          
            	 	
                    (iii)

                  	
                    At
                      the cost of Party A, enter into an agreement novating this
                      Agreement and
                      each relevant Transaction to a replacement counterparty proposed
                      by any of
                      Party A, Party B or the Manager (if any) and which each Designated
                      Rating
                      Agency has confirmed will result in there not being a withdrawal
                      or
                      downgrade of any credit rating, assigned by it, to the Notes
                      or enter into
                      such other arrangements which each Designated Rating Agency
                      has confirmed
                      will result in there not being a withdrawal or downgrade of
                      any credit
                      rating assigned by it to the Notes. Party B shall return to
                      Party A all
                      Cash Collateral lodged by Party A pursuant to sub-clause Part
                      5(q)(ii)
                      of
                      this Schedule and not previously returned to Party A pursuant
                      to Part
                      1(a)(i)(a)of this Schedule within one Local Business Day of
                      such novation
                      or other arrangement; or

                  


          

           

          
            	 	
                    (iv)

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

                  


          

           

          
            	 	
                    (v)

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

                  


          

           

          
            	
                    (r)

                  	
                    Trustee
                      Provisions

                  


          

           

          Insert
            the following new Section 15 after Section 14:

           

          
            	 	
                    “15.

                  	
                    Trustee
                      Provisions

                  


          

           

          (a)   Trustee
            undertakings.
            Party B
            undertakes that it will, subject to its duties and obligations under
            the Master
            Trust Deed:

           

          
            	 	
                    (i)

                  	
                    exercise
                      its rights of indemnity out of the assets of the Securitisation
                      Fund;

                  


          

           

          
            	 	
                    (ii)

                  	
                    observe
                      its obligations under the Master Trust Deed and otherwise as
                      trustee of
                      the Securitisation Fund; and

                  


          

           

          
            	 	
                    (iii)

                  	
                    not
                      knowingly do anything which could impair its right of indemnity
                      out of the
                      assets of the Securitisation Fund.

                  


          

           

          (b)     Trustee
            representations.
            In
            addition to the representations in Section 3, Party B represents to Party
            A
            (which representations will be deemed to be repeated at all times until
            termination of this Agreement) that:

          


          
            
              
                
                

              

              
                page
                  18

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (i)

                  	
                    its
                      execution and delivery of this Agreement and of any document
                      required or
                      contemplated by this Agreement, and the performance by it of
                      its
                      obligations under this Agreement are authorised under the Master
                      Trust
                      Deed;

                  


          

           

          
            	 	
                    (ii)

                  	
                    it
                      is the present and only trustee of the Securitisation
                      Fund;

                  


          

           

          
            	 	
                    (iii)

                  	
                    subject
                      to the Master Trust Deed and the law there is no restriction
                      on its right
                      of recourse or indemnity to or out of the assets for the time
                      being of the
                      Securitisation Fund and to the best of its knowledge and belief
                      nothing
                      has happened which could impair its right of indemnity out
                      of the assets
                      of the Securitisation Fund;

                  


          

           

          
            	 	
                    (iv)

                  	
                    its
                      entry into this Agreement and each Transaction in relation
                      to the
                      Securitisation Fund is for the benefit of and in the interests
                      of the
                      beneficiaries of the Securitisation Fund;
                      and

                  


          

           

          
            	 	
                    (v)

                  	
                    it
                      is not in material breach of any provision of the Master Trust
                      Deed nor
                      has it committed any material breach of duty or trust in respect
                      of the
                      Securitisation Fund which has not been waived by Party
                      A.

                  


          

           

          (c)   Capacity
            of Party B.

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	 	
                    (iv)

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

                  


          

          


          
            
              
                
                

              

              
                page
                  19

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (v)

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

                  


          

           

          
            	 	
                    (vi)

                  	
                    Party
                      B is not obliged to do or refrain from doing anything under
                      this Agreement
                      (including incur any liability) unless Party B’s liability is limited in
                      the same manner as set out in this Section
                      15(c).

                  


          

           

          
            	 	
                    (vii)

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

                  


          

           

          
            	 	
                    (viii)

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

                  


          

           

          
            	 	
                    (1)

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

                  


          

           

          
            	 	
                    (2)

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

                  


          

           

          
            	 	
                    (ix)

                  	
                    The
                      provision of this Section 15:

                  


          

           

          
            	 	
                    (1)

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

                  


          

           

          
            	 	
                    (2)

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

                  


          

           

          
            	 	
                    (3)

                  	
                    are
                      not severable from this Agreement.

                  


          

           

          
            	
                    (s)

                  	
                    Role
                      of the Manager

                  


          

           

          The
            Manager:

           

          
            	 	
                    (i)

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

                  


          

          


          
            
              
                
                

              

              
                page
                  20

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (ii)

                  	
                    shall,
                      without limiting the generality of the foregoing, issue and
                      receive
                      Confirmations, Certificates and other communications to or
                      by Party A
                      hereunder;

                  


          

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	 	
                    (iv)

                  	
                    must
                      provide at least 2 Local Business Days prior notice to Party
                      B of the
                      details of any proposed Transaction or novation of
                      Transactions.

                  


          

           

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

           


          
            	
                    (t)

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

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

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

           

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

           

          
            	
                    (u)

                  	
                    Regulation
                      AB Financial Disclosure

                  


          

           

          
            	 	
                    (i)

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

                  


          

           

          
            	 	
                    (ii)

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

                  


          

           

          
            	 	
                    (a)

                  	
                    8%
                      or more; or 

                  


          

           

          
            	 	
                    (b)

                  	
                    18%
                      or more,

                  


          

           

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

           

          
            	 	
                    (iii)

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

                  


          

           

          
            	 	
                    (iv)

                  	
                    If
                      Party A is not able to provide the relevant Swap Financial
                      Disclosure in
                      accordance with Part
                      5(u)(iii)
                      of
                      this Schedule, then Party A, at its own expense,
                      shall:

                  


          

          


          
            
              
                
                

              

              
                page
                  21

                
                  

                

              

              
                
                

              

            

          

           

          
            	 	
                    (a)

                  	
                    secure
                      another entity to replace Party A as party to this Agreement
                      on terms
                      substantially similar to this Agreement which entity is able
                      to and will
                      provide the Swap Financial Disclosure for such entity within
                      the time
                      period specified in Part
                      5(u)(iii)
                      of
                      this Schedule (subject to Rating Agency Confirmation having
                      been obtained
                      and to approval by the Manager (which approval will not be
                      unreasonably
                      withheld or delayed)); or 

                  


          

           

          
            	 	
                    (b)

                  	
                    obtain
                      a guarantee of Party A’s obligations under this Agreement from an
                      affiliate of Party A that is able to provide the Swap Financial
                      Disclosure
                      for such affiliate, such that disclosure provided in respect
                      of the
                      affiliate will satisfy any disclosure requirements applicable
                      to Party A,
                      and cause such affiliate to provide Swap Financial Disclosure
                      within the
                      time period specified in Part
                      5(u)(iii)
                      of
                      this Schedule (subject to Rating Agency Confirmation and to
                      approval by
                      the Manager (which approval will not be unreasonably withheld
                      or
                      delayed)).

                  


          

           

          
            	 	
                    (v)

                  	
                    The
                      parties agree that the Manager and the Securitisation Fund
                      are authorised
                      to file any required Swap Financial Disclosure as an exhibit
                      to a Form 8-K
                      of the Manager or the Securitisation Fund or a report filed
                      by the Manager
                      or the Securitisation Fund with the Commission pursuant to
                      section 13(a)
                      or 15(d) of the Exchange Act and to incorporate by reference
                      into the
                      prospectus relating to the Securitisation Fund and reports
                      filed by the
                      Manager or the Securitisation Fund with the Commission pursuant
                      to section
                      13(a) or 15(d) of the Exchange Act any required Swap Financial
                      Disclosure
                      filed as an exhibit to a Form 8-K of the
                      Manager.

                  


          

           

          
            	 	
                    (vi)

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

                  


          

           

          
            	 	
                    (a)

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

                  


          

           

          
            	 	
                    (b)

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

                  


          

           

          
            	 	
                    (c)

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

                  


          

          


           

          


           

          


          
            
              
                
                

              

              
                page
                  22

                
                  

                

              

              
                
                

              

            

          

           

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

           

           

           

           

           

          
            
              
              

            

            
              page
                23

              
                

              

            

            
              
              

            

          

          
 

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

           

          
            	
                    PARTY
                      A

                  
	 
	
                    Signed
                      in Sydney on the 28th
                      day of May 2007 for Commonwealth Bank of Australia by its duly
                      appointed
                      Attorney under Power of Attorney dated 03.11.2005 Registered
                      Book 4475 No.
                      35 who declares that he/she has not received notice of revocation
                      of the
                      power

                  


          

           

          In
            the
            presence of

           

          
            	
                    Witness:
                      /s/ Jaqueline De Lacy        

                  	
                    Attorney:/s/
                      Karen Freeman        

                  
	 	 
	
                    Name:
                      Jaqueline De Lacy

                  	
                    Name:
                      Karen Freeman

                  
	 	 
	
                    Title:
                      Global Markets Documentation

                  	
                    Title:
                      Global Markets Documentation

                  
	 	 
	
                    Date:
                      28 May 2007

                  	
                    Date:
                      

                  


          

           

           

           

          
            	
                    PARTY
                      B

                  
	 
	
                    Signed
                      by Perpetual Limited

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

                  


          

           

          In
            the
            presence of

           

          
            	
                    Witness:/s/
                      Sarah Craven        

                  	
                    Attorney:/s/
                      Craig Cullen        

                  
	 	 
	
                    Name:
                      Sarah Craven

                  	
                    Name:
                      Craig Cullen

                  
	 	 
	
                    Title:
                      Manager

                  	
                    Title:
                      Assistant Manager

                  
	 	 
	
                    Date:

                  	
                    Date:

                  


          

          


          
            
              
                
                

              

              
                page
                  24

                
                  

                

              

              
                
                

              

            

          

           

          
            	
                    THE
                      MANAGER

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

                  


          

           

          In
            the
            presence of

           

          
            	
                    Witness:/s/
                      Antonia Leung        

                  	
                    Attorney:/s/
                      Timothy D. Barton        

                  
	 	 
	
                    Name:
                      Antonia Leung

                  	
                    Name:
                      Timothy D. Barton

                  
	 	 
	
                    Title:
                      Secretary 

                  	
                    Title:
                      Attorney

                  
	 	 
	
                    Date:
                      28 May 2007

                  	
                    Date:
                      28 May 2007

                  


          

          


          
            
              
                
                

              

              
                page
                  25

                
                  

                

              

              
                
                

              

            

          

           

           


          
            5
              June
              2007

            


            Perpetual
              Limited as trustee for SMHL Global Fund 2007-1

            c/o
              ME
              Portfolio Management Limited

            Level
              16

            360
              Collins Street

            Melbourne
              VIC 3000

            


             

            Fax
              Number: 03
              9605
              6228

            


            SWAP
              TRANSACTION, Transaction ID:111931

            


            Attention:
              Paul Fitzsimons

            


            The
              purpose of this letter is to confirm the terms and conditions of the
              Swap
              Transaction entered into between us on the Trade Date specified below
              (the "Swap
              Transaction"). This letter constitutes a "Confirmation" as referred
              to in the
              ISDA Master Agreement specified below.

            


            Terms
              otherwise not defined in this Confirmation will have the meaning given
              to them
              in the Supplementary Bond Terms Notice SMHL Global Fund 2007-1 - Class
              A Notes
              and B Notes dated 29 May 2007.

            


            The
              definitions and provisions contained in the 2000 ISDA Definitions (as
              published
              by the International Swaps and Derivatives Association, Inc.) are incorporated
              into this Confirmation. In the event of any inconsistency between those
              definitions and provisions and this Confirmation, this Confirmation
              will
              govern.

            


            


            
              	
                      1.

                    	
                      This
                        Confirmation supplements, forms part of, and is subject to,
                        the Master
                        Agreement dated as of 28 May 2007, as amended and supplemented
                        from time
                        to time (“the Agreement”) between Perpetual Limited in its capacity as
                        trustee for SMHL Global Fund 2007-1, you and us. All provisions
                        contained
                        in the Agreement govern this Confirmation except as expressly
                        modified
                        below.

                    


            

            


            
              	
                      2.

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

                    


            

            


            
              	
                      Notional
                        Amount

                    	
                      :

                    	
                      For
                        each Monthly Payment Date, the Outstanding Principal Balance
                        of the fixed
                        rate loans in the SMHL Global Fund 2007-1 as calculated on
                        the Monthly
                        Cut-Off immediately preceding the relevant Monthly Payment
                        Date and in
                        respect of the first Monthly Payment Date the Outstanding
                        Principal
                        Balance of the fixed rate loans in the SMHL Global Fund 2007-1
                        as at the
                        Bond Issue Date.  

                    
	 	 	 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      Trade
                        Date

                    	
                      :
                        

                    	
                      31
                        May 2007

                    
	 	 	 
	
                      Effective
                        Date

                    	
                      :
                        

                    	
                      05
                        June 2007

                    
	 	 	 
	
                      Termination
                        Date

                    	
                      :
                        

                    	
                      The
                        earlier of the 12th
                        March 2018 and the date of redemption of all the Class A
                        Notes and Class B
                        Notes in accordance with clause 3.4 of the Supplementary
                        Bond Terms
                        Notice.

                    
	 	 	 
	
                      Fixed
                        Amounts

                    	 	 
	 	 	 
	
                      Fixed
                        Rate Payer

                    	
                      :

                    	
                      Perpetual
                        Limited as trustee for SMHL Global Fund 2007-1

                    
	 	 	 
	
                      Fixed
                        Rate Payer 

                    	 	 
	
                      Payment
                        Dates

                    	
                      :

                    	
                      Commencing
                        on the 12th July 2007 and monthly thereafter on the 12th
                        day of each
                        calendar month up to and including the Termination Date,
                        subject to
                        adjustment in accordance with the Modified Following Business
                        Day
                        Convention.

                    
	 	 	 
	
                      Fixed
                        Rate

                    	
                      :
                        

                    	
                      In
                        relation to each Monthly Calculation Period, the weighted
                        average fixed
                        rate of the fixed rate loans in the SMHL Global Fund
                        2007-1

                    
	 	 	 
	
                      Fixed
                        Rate Day

                    	 	 
	
                      Count
                        Fraction

                    	
                      :

                    	
                      Actual
                        / 365 (Fixed)

                    
	 	 	 
	
                      Floating
                        Amount

                    	 	 
	 	 	 
	
                      Floating
                        Rate Payer

                    	
                      :

                    	
                      Commonwealth
                        Bank of Australia

                    
	 	 	 
	
                      Floating
                        Rate Payer

                    	 	 
	
                      Payment
                        Dates

                    	
                      :

                    	
                      Commencing
                        on the 12th July 2007 and monthly thereafter on the 12th
                        day of each
                        calendar month up to and including the Termination Date,
                        subject to
                        adjustment in accordance with the Modified Following Business
                        Day
                        Convention. 

                    
	 	 	 
	
                      Floating
                        Rate Option

                    	
                      :

                    	
                      AUD
                        - BBR - BBSW

                    
	 	 	 
	
                      Designated
                        Maturity

                    	
                      :

                    	
                      1
                        month 

                    
	 	 	 
	
                      Spread

                    	
                      :

                    	
                      1.10%

                    
	 	 	 
	
                      Linear
                        Interpolation for

                    	 	 
	
                      initial
                        Calculation Period

                    	
                      :

                    	
                      Applicable

                    
	 	 	 
	
                      Floating
                        Rate

                    	 	 
	
                      Day
                        Count Fraction 

                    	
                      :

                    	
                      Actual
                        / 365 (Fixed)

                    
	 	 	 
	
                      Reset
                        Dates 

                    	
                      :

                    	
                      For
                        each Monthly Calculation Period, the first day of that Monthly
                        Calculation
                        Period.

                    
	 	 	 


            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              	
                      Business
                        Days

                    	
                      :

                    	
                      Sydney
                        and Melbourne

                    
	 	 	 
	
                      Calculation
                        Agent 

                    	
                      :

                    	
                      Commonwealth
                        Bank of Australia

                    
	 	 	 
	
                      Netting
                        of Payments

                    	
                      :

                    	
                      Applicable
                        

                    
	 	 	 
	
                      Compounding

                    	
                      :

                    	
                      Inapplicable

                    


            

             

             

            
              	
                      3.

                    	
                      Account
                        Details

                    


            

            


            
              	
                      Payments
                        to 

                    	 	 
	
                      Floating
                        Rate Payer 

                    	
                      :

                    	
                      Please
                        instruct your Bankers to deliver

                    
	
                    	 	
                      Cleared
                        Funds to:

                    
	 	 	 
	
                    	 	
                      To
                        be advised

                    
	 	 	 
	 	 	 
	
                      Payments
                        to Fixed

                    	 	 
	
                      Rate
                        Payer

                    	
                      :

                    	
                      To
                        be advised

                    


            

             

             

            
              	
                      4.

                    	
                      Offices

                    


            

            


            
              	 	
                      (a)

                    	
                      The
                        Office of the Fixed Rate Payer for the Transaction is
                        Sydney.

                    


            

            


            
              	 	
                      (b)

                    	
                      The
                        Office of the manager of the Fixed Rate Payer for the Transaction
                        is
                        Melbourne.

                    


            

            


            
              	 	
                      (c)

                    	
                      The
                        Office of the Floating Rate Payer for Swap Transaction is
                        Sydney.

                    


            

            


            

              
                	
                        5.

                      	
                        Additional
                          Definitions

                      


              

            

            

              
                	
                        Bank
                          Charges and

                        Other
                          Costs

                      	
                        :

                      	
                        Please
                          note that all proceeds payable by either party during the
                          term of this
                          transaction shall be free and clear of all Bank Charges
                          and other costs in
                          the hand of the recipient.

                      


              

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              
  

            Please
              confirm that the foregoing correctly sets forth the terms of our agreement
              by
              signing this confirmation and returning it to us via facsimile at +61
              (0)2 9312
              4794 or via email at derivdoc@cba.com.au.

            


            Yours
              faithfully,

            


            Commonwealth
              Bank of Australia 

            


            


            
              	
                      By:

                    	
                      /s/
                        Keith Doree

                    
	 	 


            

             

            
              	
                      Name:

                    	
                      Keith
                        Doree

                    
	
                      Title:

                    	
                      Manager,
                        Derivatives Confirmations

                    


            

            


             

             

            Confirmed
              as of the date first written:

            For
              and
              on behalf of:

            


            ME
              Portfolio Management Limited as manager of and on behalf of Perpetual
              Limited as
              trustee for SMHL Global Fund 2007-1

            


            
              	
                      By:

                    	
                      /s/
                        Paul Fitzsimons

                    	 	
                      /s/
                        Noel Meehan

                    
	 	 	 	 
	
                      Name:

                    	
                      Paul
                        Fitzsimons

                    	 	
                      Noel
                        Meehan

                    
	
                      Title:

                    	
                      Authorised
                        Signatory