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                                                                    Exhibit 4.5

                                                 Very Final Draft: 27 march 2001
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Perpetual Trustee Company Limited
ABN 42 000 001 007
Issuer

Securitisation Advisory Services Pty Limited
ABN 88 064 133 946
Manager

The Bank of New York, New York Branch
Class A-1 Note Trustee

The Bank of New York, New York Branch
Class A-1 Note Registrar

The Bank of New York, New York Branch
Principal Paying Agent

The Bank of New York, New York Branch
Agent Bank

The Bank of New York, London Branch
Paying Agent

Series [        ] Medallion Trust
Agency Agreement

                                    Lawyers
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                              www.claytonnutz.com
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                Our ref - 174/784/1697903 Contact Ben Sandstad

            Sydney o Melbourne o Brisbane o Perth o Canberra o Darwin

             Liability is limited by the Solicitors Scheme under the
                       Professional Standards Act 1994 NSW

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Table of Contents

1.       Definitions and interpretation......................................2

         1.1     Definitions.................................................2
         1.2     Series Supplement and Master Trust Deed Definitions.........3
         1.3     Interpretation..............................................4
         1.4     Issuer Capacity.............................................5
         1.5     Transaction Document........................................5
         1.6     Incorporated Definitions and other Transaction Documents
                 and provisions..............................................5

2.       Appointment of Paying Agents........................................6

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

3.       Payments............................................................6

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

4.       Appointment and duties of the Agent Bank............................9

         4.1     Appointment.................................................9
         4.2     Determinations by Agent Bank................................9
         4.3     Notification by Agent Bank..................................9
         4.4     Class A-1 Note Trustee to Perform Agent Bank's Function.....9
         4.5     Documents to Agent Bank....................................10

5.       Appointment and duties of the Class A-1 Note Registrar.............10

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


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6.       Class A-1 Note Trustee's Requirements regarding Agents.............13

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

7.       Redemption of Class A-1 Notes......................................14

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

8.       General Paying Agent Matters.......................................15

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

9.       Indemnity..........................................................15

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

10.      Changes in Agents..................................................16

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

11.      Miscellaneous duties and protection................................19

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

12.      Fees and expenses..................................................20

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

13.      Notices............................................................21

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


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14.      Issuer's limitation of liability...................................22

         14.1    Limitation on Issuer's Liability...........................22
         14.2    Claims against Issuer......................................22
         14.3    Breach of Trust............................................22
         14.4    Acts or omissions..........................................23
         14.5    No Authority...............................................23
         14.6    No obligation..............................................23

15.      General............................................................23

         15.1    Waiver.....................................................23
         15.2    Written Waiver, Consent and Approval.......................23
         15.3    Severability...............................................23
         15.4    Survival of Indemnities....................................23
         15.5    Assignments................................................24
         15.6    Successors and Assigns.....................................24
         15.7    Moratorium Legislation.....................................24
         15.8    Amendments.................................................24
         15.9    Governing Law..............................................24
         15.10   Jurisdiction...............................................24
         15.11   Counterparts...............................................24
         15.12   Limitation of Class A-1 Note Trustee's Liability...........25


                                                                             iii

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This Agency Agreement made at Sydney on [          ]

Parties     Perpetual Trustee Company Limited, ABN 42 000 001 007, a company
            duly incorporated in the State of New South Wales and having an
            office at Level 3, 39 Hunter Street, Sydney, Australia, in its
            capacity as trustee of the Series Trust (as hereinafter defined)
            (hereinafter included in the expression the "Issuer")

            Securitisation Advisory Services Pty Limited, ABN 88 064 133 946, a
            company duly incorporated in the State of New South Wales and having
            an office at Level 8, 48 Martin Place, Sydney, Australia
            (hereinafter included by incorporation in the expression the
            "Manager")

            The Bank of New York, New York Branch a New York banking corporation
            acting through its New York branch at 101 Barclay Street, 21W, New
            York, New York 10286 as trustee of the Class A-1 Trust (as
            hereinafter defined) (hereinafter included by incorporation in the
            expression the "Class A-1 Note Trustee")

            The Bank of New York, New York Branch a New York banking corporation
            acting through its New York branch at 101 Barclay Street, 21W, New
            York, New York 10286 (hereinafter included in the expression the
            "Class A-1 Note Registrar")

            The Bank of New York, New York Branch a New York banking corporation
            acting through its New York branch at 101 Barclay Street, 21W, New
            York, New York 10286 (hereinafter included in the expression the
            "Principal Paying Agent")

            The Bank of New York, New York Branch a New York banking corporation
            acting through its New York branch at 101 Barclay Street, 21W, New
            York, New York 10286 as trustee of the Class A-1 Trust (hereinafter
            included in the expression the "Agent Bank")

            The Bank of New York, London Branch a New York banking corporation
            acting through its London branch of 48th floor, One Canada Square,
            London E14 5AL (hereinafter included in the expression the "Paying
            Agent")

Recitals

A.    The Issuer, in its capacity as trustee of the Series Trust, proposes to
      issue US$[   ] Class A-1 Mortgage Backed Floating Rate Notes due [       ]
      (the "Class A-1 Notes").

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

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

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


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The parties agree

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1.    Definitions and interpretation

1.1   Definitions

      In this Agreement, unless the contrary intention appears:

      "Agent" means a several reference to each Paying Agent, the Class A-1 Note
      Registrar, and the Agent Bank.

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

      "Authorised Officer" in relation to:

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

      (b)   the Class A-1 Note Trustee, and the Class A-1 Note Registrar, the
            Agent Bank and the Principal Paying Agent while these are the same
            person as the Class A-1 Note Trustee, has the same meaning as the
            term "Authorised Officer" in relation to the Class A-1 Note Trustee
            has in the Class A-1 Note Trust Deed;

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

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

      "Class A-1 Book Entry Note" has the same meaning as in the Class A-1 Note
      Trust Deed.

      "Class A-1 Definitive Note" has the same meaning as in the Class A-1 Note
      Trust Deed.

      "Class A-1 Note" has the same meaning as in the Class A-1 Note Trust Deed.

      "Class A-1 Noteholders" has the same meaning as in the Class A-1 Note
      Trust Deed.

      "Class A-1 Note Register" means the register established in accordance
      with clause 5.2.

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

      "Class A-1 Trust" means the trust of that name constituted by the Class
      A-1 Note Trust Deed.

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

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


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      "Paying Agent" means The Bank of New York, London Branch until it resigns
      or its appointment is terminated as paying agent and each other person
      from time to time appointed hereunder to perform the functions of a paying
      agent and, except where the context otherwise requires, includes the
      Principal Paying Agent.

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

      "Quarterly Servicing Report" has the same meaning as in the Class A-1 Note
      Conditions.

      "Series Supplement" means a Series Supplement dated on or about the date
      of this Agreement between Commonwealth Bank of Australia, ABN 48 123 123
      124, State Bank of New South Wales Limited, ABN 32 003 963 228, the
      Manager and the Issuer.

      "Series Trust" means the trust known as the Series [     ] Medallion Trust
      established pursuant to the Master Trust Deed and the Series Supplement.

      "Specified Office" in relation to:

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

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

      (c)   the Agent Bank, means the office of the Agent Bank specified in the
            Class A-1 Note Conditions or otherwise under this Agreement as the
            office at which the Agent Bank will carry out its duties under this
            Agreement, as varied from time to time in accordance with this
            Agreement.

      "STAMP" means the Securities Transfer Agents Medallion Program.

      "Standby Swap Provider" means each Standby Swap Provider from time to time
      as defined in the Currency Swap Agreement.

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

1.2   Series Supplement and Master Trust Deed Definitions

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


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      in this Agreement) and/or the CBA Trust, as the context requires.

1.3   Interpretation

      In this Agreement, unless the contrary intention appears:

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

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

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

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

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

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

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

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

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

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

                        (1)   that party; or

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

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

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

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

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


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<PAGE>

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

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

      (m)   a reference to the "close of business" on any day is a reference to
            5.00 pm on that day;

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

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

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

1.4   Issuer Capacity

      In this Agreement, except where provided to the contrary:

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

      (b)   (References to assets of the Issuer): a reference to the
            undertaking, assets, business or money of the Issuer is a reference
            to the undertaking, assets, business or money of the Issuer in the
            capacity referred to in paragraph (a).

1.5   Transaction Document

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

1.6   Incorporated Definitions and other Transaction Documents and provisions

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


                                                                               5

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2.    Appointment of Paying Agents

2.1   Appointment

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

2.2   Several Obligations of Paying Agents

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

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3.    Payments

3.1   Payment by Issuer

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

3.2   Payments by Paying Agents

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

3.3   Method of Payment for Class A-1 Book-Entry Notes

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

3.4   Method of Payment for Class A-1 Definitive Notes

      The Paying Agents will cause all payments of principal or interest (as the
      case may be) due in respect of Class A-1 Definitive Notes to be made in
      accordance with Condition 8.1 of the Class A-1 Note Conditions.

3.5   Non-Payment

      (a)   (No obligation on Paying Agents): If the Issuer fails to make any
            payment, unless and until the full amount of the payment has been
            made under the terms of this Agreement (except as to the time of
            making the payment) or other arrangements satisfactory to the
            Principal Paying Agent have been made, none of the Principal Paying
            Agent nor any of the other Paying Agents is bound to make any
            payment in


                                                                               6

<PAGE>

            accordance with this clause 3 (but may, in its discretion, make any
            such payment).

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

3.6   Late Payment

      (a)   (Late Payments to be paid in accordance with this Agreement): If any
            payment under clause 3.1 is made late but otherwise in accordance
            with the provisions of this Agreement, each Paying Agent will make
            the payments required to be made by it in respect of the Class A-1
            Notes as provided in this clause 3.

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

            (i)   forthwith upon receipt of the full amount notify the other
                  Paying Agents, the Issuer, the Class A-1 Note Trustee, the
                  Security Trustee and the Manager; and

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

3.7   Reimbursement

      The Principal Paying Agent will (provided that it has been placed in funds
      by the Issuer) on demand promptly reimburse each other Paying Agent for
      payments of principal and interest properly made by that Paying Agent in
      accordance with the Class A-1 Note Conditions and this Agreement. The
      Issuer will not be responsible for the apportionment of any moneys between
      the Principal Paying Agent and the other Paying Agents and a payment to
      the Principal Paying Agent of any moneys due to the Paying Agents will
      operate as a good discharge to the Issuer in respect of such moneys.

3.8   Payment under Currency Swaps

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

3.9   Principal Paying Agent holds funds on trust

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


                                                                               7

<PAGE>

3.10  Principal Paying Agent may deal with funds

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

3.11  No Set-Off

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

3.12  Holders of Class A-1 Notes

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

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

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

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

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

3.13  Repayment of Moneys

      (a)   (Prescription): Immediately on any entitlement to receive principal
            or interest under any Class A-1 Note becoming void under the Class
            A-1 Note Conditions, the Principal Paying Agent will repay to the
            Issuer the amount which would have been due in respect of that
            principal or interest if it had been paid before the entitlement
            became void, together with any fees applicable to that payment or
            entitlement (pro rated as to the amount and time) to the extent
            already paid under clause 12.

      (b)   (No Repayment while outstanding amounts due): Notwithstanding clause
            3.13(a) the Principal Paying Agent is not obliged to make any
            repayment to the Issuer while any fees and expenses which should
            have been paid to or to the order of the Principal Paying Agent or,
            if applicable, the Class A-1 Note Trustee, by the Issuer


                                                                               8

<PAGE>

            remain unpaid.

3.14  Paying Agents to Record, Notify Payments and Deliver Surrendered Notes

      Each Paying Agent must:

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

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

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

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

--------------------------------------------------------------------------------
4.    Appointment and duties of the Agent Bank

4.1   Appointment

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

4.2   Determinations by Agent Bank

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

4.3   Notification by Agent Bank

      If the Agent Bank fails to perform any duty or to make any calculation,
      determination, notification or publication as provided in clause 4.2, it
      must forthwith notify the Issuer, the Manager, the Class A-1 Note Trustee,
      the Principal Paying Agent and the Currency Swap Provider thereof.

4.4   Class A-1 Note Trustee to Perform Agent Bank's Function

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


                                                                               9

<PAGE>

      circumstances.

4.5   Documents to Agent Bank

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

--------------------------------------------------------------------------------
5.    Appointment and duties of the Class A-1 Note Registrar

5.1   Class A-1 Note Registrar

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

5.2   Class A-1 Note Register to be Kept

      The Class A-1 Note Registrar must keep a register, at one of its Specified
      Offices, in which, subject to such reasonable regulations as the Class A-1
      Note Registrar may prescribe, the Class A-1 Note Registrar must keep a
      full and complete record of:

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

      (b)   (Exchange etc. of Class A-1 Notes): the issue and any exchange,
            transfer, replacement, redemption (in whole or part) or cancellation
            of a Class A-1 Note;

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

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

      (e)   (Other Information): such other information as the Manager
            reasonably requires or the Class A-1 Note Registrar considers
            appropriate or desirable.

5.3   Transfer or Exchange of Class A-1 Notes

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

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


                                                                              10

<PAGE>

            Exchange Act; and

      (b)   (Other Documents): the provision of such other documents as the
            Class A- 1 Note Registrar may reasonably require,

      to the Class A-1 Note Registrar at a Specified Office of the Class A-1
      Note Registrar.

5.4   Replacement of Lost or Mutilated Class A-1 Notes

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

5.5   Obligations upon Transfer, Exchange or Replacement of Class A-1 Notes

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

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

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

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

5.6   No Charge for Transfer or Exchange

      No service charge may be made to a Class A-1 Noteholder for any transfer
      or exchange of Class A-1 Notes, but the Class A-1 Note Registrar may
      require payment by the Class A-1 Noteholder of a sum sufficient to cover
      any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Class A-1 Notes.

5.7   Restricted Period

      Notwithstanding the preceding provisions of this clause 5, the Class A-1
      Note Registrar need not register transfers or exchanges of Class A-1
      Notes, and the Issuer is not required to execute nor the Class A-1 Note
      Trustee to authenticate any Class A-1 Notes, for a period of 30 days


                                                                              11

<PAGE>

      preceding the due date for any payment with respect to the Class A-1 Notes
      or for such period, not exceeding 30 days, as is specified by the Class
      A-1 Note Trustee prior to any meeting of Relevant Investors, which
      includes Class A-1 Noteholders, under the Master Trust Deed or prior to
      any meeting of Voting Secured Creditors, which includes Class A-1
      Noteholders, under the Security Trust Deed.

5.8   Cancellation of Class A-1 Notes

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

5.9   Provision of Information and Inspection of Register

      The Class A-1 Note Registrar must:

      (a)   (Information): provide to the Issuer, the Manager, the Class A-1
            Note Trustee and each other Agent such information as is contained
            in the Class A-1 Note Register and is required by them in order to
            perform any obligation pursuant to a Transaction Documents;

      (b)   (Inspection): make the Class A-1 Note Register:

            (i)   available for inspection or copying by the Issuer, the
                  Manager, the Class A-1 Note Trustee and each other Agent or
                  their agents or delegates; and

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

      at one of the Class A-1 Note Registrar's Specified Offices during local
      business hours.

5.10  Correctness of Register and Information

      The Issuer, the Class A-1 Note Trustee, the Manager and each Agent (other
      than the Class A-1 Note Registrar) may accept the correctness of the Class
      A-1 Note Register and any information provided to it by the Class A-1 Note
      Registrar and is not required to enquire into its authenticity. None of
      the Issuer, the Class A-1 Note Trustee, the Manager or any Agent
      (including the Class A-1 Note Registrar) is liable for any mistake in the
      Class A-1 Note Register or in any purported copy except to the extent that
      the mistake is attributable to its own fraud, negligence or wilful
      default.

5.11  Non-recognition of Equitable Interests

      Except as required by Statute or as ordered by a court of competent
      jurisdiction, no notice of any trust, whether express, implied or
      constructive, is to be entered in the Class A-1 Note Register and except
      as otherwise provided in any Transaction Document, or required by Statute
      or ordered by a court of competent jurisdiction, none of the Class A-1
      Note Registrar, the Class A-1 Note Trustee, the Issuer, the Manager or any
      other Agent is to be affected by or compelled to recognise (even when
      having notice of it) any right or interest in any Class A-1 Notes other
      than the registered Class A-1 Noteholder's absolute right to the entirety
      of them and the receipt of a registered Class A-1 Noteholder is a good
      discharge to the Issuer, the Manager, the Class A-1 Note Trustee and each
      Agent.


                                                                              12

<PAGE>

5.12  Rectification of Class A-1 Note Register

      If:

      (a)   (Entry Omitted): an entry is omitted from the Class A-1 Note
            Register;

      (b)   (Entry made otherwise than in accordance with this Deed): an entry
            is made in the Class A-1 Note Register otherwise than in accordance
            with this Agreement;

      (c)   (Wrong entry exists): an entry wrongly exists in the Class A-1 Note
            Registrar;

      (d)   (Error or defect exists in Register); there is an error or defect in
            any entry in the Class A-1 Note Register; or

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

      then the Class A-1 Note Registrar may rectify the same.

--------------------------------------------------------------------------------
6.    Class A-1 Note Trustee's Requirements regarding Agents

6.1   Following Enforcement of the Charge or issue of Definitive Notes

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

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

            (i)   A.    to act as the Agent of the Class A-1 Note Trustee on the
                        terms and conditions of this Agreement in relation to
                        payments to be made by or on behalf of the Class A-1
                        Note Trustee under the terms of the Class A-1 Note Trust
                        Deed, except that the Class A-1 Note Trustee's liability
                        under any provision of this Agreement for the
                        indemnification of the Principal Paying Agent, the
                        Paying Agents and the Agent Bank will be limited to any
                        amount for the time being held by the Class A-1 Note
                        Trustee on the trust of the Class A-1 Note Trust Deed
                        and which is available to be applied by the Class A-1
                        Note Trustee for that purpose; and

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

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

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


                                                                              13

<PAGE>

            6.1(b) of the Class A-1 Note Trust Deed will not apply.

6.2   Good Discharge to Issuer

      The payment by or on behalf of the Issuer of its payment obligations on
      each Quarterly Distribution Date under the Series Supplement and the Class
      A-1 Note Conditions to the Class A-1 Note Trustee in accordance with
      clause 6.1 is a good discharge to the Issuer and the Issuer will not be
      liable for any act or omission or default of the Class A-1 Note Trustee
      during the period it is required to make payments to the Class A-1 Note
      Trustee under clause 6.1.

6.3   Change of Authorised Officers

      The Class A-1 Note Trustee will forthwith give notice to the Manager, the
      Issuer, the Security Trustee and each Agent of any change in the
      Authorised Officers of the Class A-1 Note Trustee.

--------------------------------------------------------------------------------
7.    Redemption of Class A-1 Notes

7.1   Part Redemption of Class A-1 Notes on Quarterly Distribution Dates

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

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

7.2   Early Redemption

      (a)   (Notice to Paying Agent etc): If the Issuer intends to redeem all
            (but not some only) of the Class A-1 Notes prior to the Scheduled
            Maturity Date (as defined in the Class A-1 Note Conditions) pursuant
            to Conditions 7.3 or 7.4 of the Class A-1 Note Conditions, the
            Manager will direct the Issuer to give the requisite notice to the
            Seller, the Class A-1 Note Trustee, the Principal Paying Agent, the
            Class A-1 Note Registrar, the Agent Bank and the Class A-1
            Noteholders in accordance with Conditions 7.3 or 7.4 (as the case
            may be) of the Class A-1 Note Conditions and stating the date on
            which such Class A-1 Notes are to be redeemed.

      (b)   (Notice to Depository): The Principal Paying Agent will, on receipt
            of a notice under clause 7.2(a), and if any Class A-1 Book Entry
            Notes are outstanding, notify


                                                                              14

<PAGE>

            the Depository of the proposed redemption in accordance with the
            Depository's applicable procedures, specifying the Invested Amount
            and Stated Amount of each Class A-1 Book-Entry Note to be redeemed,
            the amount of principal to be repaid in relation to each Class A-1
            Book-Entry Note and the date on which the Class A-1 Book-Entry Notes
            are to be redeemed.

--------------------------------------------------------------------------------
8.    General Paying Agent Matters

8.1   Notices to Class A-1 Noteholders

      (a)   (Notices to be given by Class A-1 Note Registrar): At the request of
            the Issuer, the Class A-1 Note Trustee, the Manager, the Security
            Trustee or any other Agent, and at the expense of the Issuer, the
            Class A-1 Note Registrar will arrange for the delivery of all
            notices and the Quarterly Servicing Report to Class A-1 Noteholders
            in accordance with the Class A-1 Note Conditions.

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

      The Class A-1 Note Registrar will not be responsible for, or liable to any
      person in respect of, the contents of any notices or reports delivered by
      it at the request of the Issuer, the Class A-1 Note Trustee, the Manager,
      the Security Trustee or any other Agent pursuant to this clause 8.1.

8.2   Copies of Documents for Inspection

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

8.3   Notice of any Withholding or Deduction

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

--------------------------------------------------------------------------------
9.    Indemnity

9.1   Indemnity by Issuer

      Subject to clause 14, the Issuer undertakes to indemnify each Agent and
      its directors, officers, employees and controlling persons against all
      losses, liabilities, costs, claims, actions, damages, expenses or demands
      which any of them may incur or which may be made against any of them as a
      result of or in connection with the appointment of or the exercise of the
      powers and duties by the Agent under this Agreement except as may result
      from its fraud, negligence or default or that of its directors, officers,
      employees or controlling persons or any of them, or breach by it of the
      terms of this Agreement and notwithstanding the resignation or removal of
      that Agent pursuant to clause 10.


                                                                              15

<PAGE>

9.2   Indemnity by Agent

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

--------------------------------------------------------------------------------
10.   Changes in Agents

10.1  Appointment and Removal

      The Issuer (on the direction of the Manager) may with the prior written
      approval of the Class A-1 Note Trustee (which approval must not be
      unreasonably withheld or delayed):

      (a)   (Appoint new Agents): appoint:

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

            (ii)  an alternative Agent Bank, Class A-1 Note Registrar or
                  Principal Paying Agent; and

      (b)   (Terminate Appointment of Agents): subject to this clause 10,
            terminate the appointment of any Agent by giving written notice to
            that effect to the Agent whose appointment is to be terminated
            copied to each Rating Agency, the Class A-1 Note Trustee and (if it
            is not the Agent whose appointment is to be terminated) the
            Principal Paying Agent:

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

                  A.    an Insolvency Event;

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

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

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

10.2  Resignation

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


                                                                              16

<PAGE>

10.3  Limitation of Appointment and Termination

      Notwithstanding clauses 10.1 and 10.2:

      (a)   (Principal Paying Agent and Class A-1 Note Registrar): the
            resignation by, or the termination of, the appointment of the
            Principal Paying Agent or the Class A-1 Note Registrar will not take
            effect until a new Principal Paying Agent or Class A-1 Note
            Registrar, as the case may be, approved in writing by the Class A-1
            Note Trustee has been appointed on terms previously approved in
            writing by the Class A-1 Note Trustee (in each case, the approval
            not to be unreasonably withheld or delayed) and with, in the case of
            the Class A-1 Note Registrar, Specified Offices in each of New York
            and London;

      (b)   (Appointment by Retiring Agent): if any Agent resigns in accordance
            with clause 10.2 but, by the day falling 15 days before the expiry
            of any notice under clause 10.2 the Issuer has not appointed a new
            Agent, then the relevant Agent may appoint in its place any
            reputable bank or trust company of good standing approved in writing
            by the Class A-1 Note Trustee and appointed on terms previously
            approved in writing by the Class A-1 Note Trustee (in each case, the
            approval not to be unreasonably withheld or delayed);

      (c)   (Specified Office of Paying Agent in New York and London): the
            resignation by, or the termination of the appointment of, any Paying
            Agent will not take effect if, as a result of the resignation or
            termination, there would not be a Paying Agent which has a Specified
            Office in New York City or there would not be a Paying Agent which
            has a Specified Office in London;

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

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

10.4  Payment of amounts held by the Principal Paying Agent

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

10.5  Records held by Class A-1 Note Registrar

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


                                                                              17

<PAGE>

10.6  Successor to Principal Paying Agent, Agent Bank, Class A-1 Note Registrar

      (a)   (Appointment and Release): On the execution by the Issuer, the
            Manager and any successor Principal Paying Agent, Agent Bank or
            Class A-1 Note Registrar of an instrument effecting the appointment
            of that successor Principal Paying Agent, Agent Bank or Class A-1
            Note Registrar that successor Principal Paying Agent, Agent Bank or
            Class A-1 Note Registrar, as the case may be, will, without any
            further act, deed or conveyance, become vested with all the
            authority, rights, powers, trusts, immunities, duties and
            obligations of its predecessor as if originally named as Principal
            Paying Agent, Agent Bank or Class A-1 Note Registrar, as the case
            may be, in this Agreement and that predecessor, on payment to it of
            the pro rata proportion of its administration fee and disbursements
            then unpaid (if any), will have no further liabilities under this
            Agreement, except for any accrued liabilities arising from or
            relating to any act or omission occurring prior to the date on which
            the successor Principal Paying Agent, Agent Bank or Class A-1 Note
            Registrar was appointed.

      (b)   (Merger): Any corporation:

            (i)   into which the Principal Paying Agent, Agent Bank or Class A-1
                  Note Registrar is merged;

            (ii)  with which the Principal Paying Agent, Agent Bank or Class A-1
                  Note Registrar is consolidated;

            (iii) resulting from any merger or consolidation to which the
                  Principal Paying Agent, Agent Bank or Class A-1 Note Registrar
                  is a party; or

            (iv)  to which the Principal Paying Agent, Agent Bank or Class A-1
                  Note Registrar sells or otherwise transfers all or
                  substantially all the assets of its corporate trust business,

            must, on the date when that merger, conversion, consolidation, sale
            or transfer becomes effective and to the extent permitted by
            applicable law, become the successor Principal Paying Agent, Agent
            Bank or Class A-1 Note Registrar, as the case may be, under this
            Agreement without the execution or filing of any agreement or
            document or any further act on the part of the parties to this
            Agreement, unless otherwise required by the Issuer or the Manager,
            and after that effective date all references in this Agreement to
            the Principal Paying Agent, Agent Bank or Class A-1 Note Registrar,
            as the case may be, will be references to that corporation.

10.7  Notice to Class A-1 Noteholders

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

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

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

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

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


                                                                              18

<PAGE>

      Noteholders in accordance with this clause 10.7.

10.8  Change in Specified Office

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

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

--------------------------------------------------------------------------------
11.   Miscellaneous duties and protection

11.1  Agents are agents of the Issuer

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

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

11.2  Agency

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

11.3  Reliance

      Each Agent is protected and will incur no liability for or in respect of
      any action taken, omitted or suffered by it in reliance upon any
      instruction, request or order from the Issuer or the Manager or in
      reliance upon any Class A-1 Note or upon any notice, resolution,
      direction, consent, certificate, affidavit, statement or other paper or
      document reasonably believed by it to be genuine and to have been
      delivered, signed or sent by the proper party or parties.

11.4  Entitled to Deal

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


                                                                              19

<PAGE>

11.5  Consultation

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

11.6  Duties and Obligations

      Each Agent will perform the duties and obligations, and only the duties
      and obligations, contained in or reasonably incidental to this Agreement
      and the Class A-1 Note Conditions and no implied duties or obligations
      (other than general laws as to agency) will be read into this Agreement or
      the Class A-1 Note Conditions against any Agent. An Agent is not required
      to take any action under this Agreement which would require it to incur
      any expense or liability for which (in its reasonable opinion) either it
      would not be reimbursed within a reasonable time or in respect of which it
      has not been indemnified to its satisfaction.

11.7  Income Tax Returns

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

11.8  Representation by each Agent

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

--------------------------------------------------------------------------------
12.   Fees and expenses

12.1  Payment of Fee

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

12.2  Payment of Expenses

      The Issuer must pay or reimburse to each Agent all reasonable costs,
      expenses, charges, stamp duties and other Taxes and liabilities properly
      incurred by that Agent in the performance of the obligations of that Agent
      under this Agreement including, without limitation, all costs and expenses
      (including legal costs and expenses) incurred by that Agent in the
      enforcement of any obligations under this Agreement. Nothing in this
      clause 12.2 entitles or permits an Agent to be reimbursed or indemnified
      for general overhead costs and expenses (including, without limitation,
      rents and any amounts payable by that Agent to its employees in connection
      with their employment) incurred directly or indirectly in connection with
      the business activities of that Agent or in the exercise of its rights,
      powers and discretions or the performance of its duties and obligations
      under this Agreement.

12.3  No Other Fees

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


                                                                              20

<PAGE>

12.4  Payment of Fees

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

12.5  No Commission

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

12.6  Issuer Personally Liable for Fees

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

12.7  Timing of Payments

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

--------------------------------------------------------------------------------
13.   Notices

13.1  Method of Delivery

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

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

      (b)   (In writing): must be in writing; and

      (c)   (Delivery): must be:

            (i)   left at the address of the addressee;

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

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

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


                                                                              21

<PAGE>

13.2  Deemed Receipt

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

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

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

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

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

13.3  Communications through Principal Paying Agent

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

--------------------------------------------------------------------------------
14.   Issuer's limitation of liability

14.1  Limitation on Issuer's Liability

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

14.2  Claims against Issuer

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

14.3  Breach of Trust

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


                                                                              22

<PAGE>

14.4  Acts or omissions

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

14.5  No Authority

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

14.6  No obligation

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

--------------------------------------------------------------------------------
15.   General

15.1  Waiver

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

15.2  Written Waiver, Consent and Approval

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

15.3  Severability

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

15.4  Survival of Indemnities

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


                                                                              23

<PAGE>

15.5  Assignments

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

15.6  Successors and Assigns

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

15.7  Moratorium Legislation

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

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

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

      are hereby expressly waived, negatived and excluded.

15.8  Amendments

      No amendments to this Agreement will be effective unless in writing and
      executed by each of the parties to this Agreement. The Manager must give
      each Rating Agency 10 Business Days' prior notice of any amendment to this
      Agreement.

15.9  Governing Law

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

15.10 Jurisdiction

      Each party irrevocably and unconditionally:

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

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

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

15.11 Counterparts

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


                                                                              24

<PAGE>

15.12 Limitation of Class A-1 Note Trustee's Liability

      The Class A-1 Note Trustee is a party to this Agreement in its capacity as
      trustee of the Class A-1 Trust. The liability of the Class A-1 Note
      Trustee under this Agreement is limited in the manner and to the same
      extent as under the Class A-1 Note Trust Deed.


                                                                              25

<PAGE>

Executed as an agreement.

Signed for and on behalf of Perpetual Trustee
Company Limited, ABN 42 000 001 007, by             ____________________________
                                                    Signature of Attorney
its Attorney under a Power of Attorney dated
        and who declares that he or she has not
received any notice of the revocation of such Power
of Attorney, in the presence of:


_______________________________________________     ____________________________
Signature of Witness                                Name of Attorney in full


_______________________________________________
Name of Witness in full


Signed for and on behalf of Securitisation
Advisory Services Pty Limited, ABN 88 064
133 946, by                                         ____________________________
                                                    Signature of Attorney
its Attorney under a Power of Attorney dated
        and who declares that he or she has not
received any notice of the revocation of such Power
of Attorney, in the presence of:


_______________________________________________
Signature of Witness


_______________________________________________
Name of Witness in full


                                                                              26

<PAGE>

The common seal of The Bank of New
York, New York Branch was affixed to           Common seal of
this Agreement in the presence of:             The Bank of New York


_______________________________________________
Signature of Witness


_______________________________________________
Name of Witness in full


The common seal of The Bank of New
York, London Branch was affixed to this        Common seal of
Agreement in the presence of:                  The Bank of New York


_______________________________________________
Signature of Witness


_______________________________________________
Name of Witness in full


                                                                              27