REDRAW FUNDING FACILITY AGREEMENT FOR
                                       THE ISSUE AND REPAYMENT OF NOTES
                                       - SMHL GLOBAL FUND NO. 8

                                       PERPETUAL TRUSTEES AUSTRALIA LIMITED
                                       ABN 86 000 431 827

                                       and

                                       ME PORTFOLIO MANAGEMENT LIMITED
                                       ABN 79 005 964 134

                                       [Freehills LOGO]

                                       MLC Centre Martin Place Sydney
                                       New South Wales 2000 Australia
                                       Telephone +61 2 9225 5000
                                       Facsimile +61 2 9322 4000
                                       www.freehills.com DX 361 Sydney

                                       SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE
                                       Correspondent Offices HANOI HO CHI MINH
                                       CITY JAKARTA KUALA LUMPUR

                                       Reference PJSR:LR:FW:25E



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TABLE OF CONTENTS

Clause                                                                      Page
                                                                            ----
1  DEFINITIONS AND INTERPRETATION                                              2
   1.1     Definitions                                                         2
   1.2     Interpretation                                                      5
   1.3     Business Day                                                        7
   1.4     Transaction Document                                                7

2  THE NOTES                                                                   7
   2.1     Application for and Issue of Notes                                  7
   2.2     Acknowledgment of Indebtedness                                      8
   2.3     Obligations under Notes                                             8
   2.4     Ownership of Notes                                                  8
   2.5     Register                                                            8

3  REDRAW FACILITIES                                                           9
   3.1     Purpose                                                             9
   3.2     Loan Redraws                                                        9

4  FUNDING PROCEDURES                                                          9
   4.1     Delivery of Funding Notice                                          9
   4.2     Requirements for a Funding Notice                                   9
   4.3     Delivery of Facility Provider Funding Notice                       10
   4.4     Requirements for a Facility Provider Funding Notice                10
   4.5     Copy of the Funding Notice                                         10
   4.6     Irrevocability of Drawdown Notice                                  10
   4.7     Notification of Funding Rate                                       10

5  LOAN FACILITY                                                              10
   5.1     Provision of Funding Portions                                      10
   5.2     Repayment                                                          11
   5.3     Repayment of Outstanding Moneys                                    11
   5.4     Interest                                                           11
   5.5     Order of Repayment                                                 12

6  PAYMENTS                                                                   12
   6.1     Manner of payments                                                 12
   6.2     Payments on a Business Day                                         13
   6.3     Appropriation of payments                                          13
   6.4     Payments in gross                                                  13
   6.5     Taxation deduction procedures                                      13
   6.6     Amounts payable on demand                                          14

7  REPRESENTATIONS AND WARRANTIES                                             14
   7.1     By the Issuer                                                      14
   7.2     By the SF Manager                                                  15


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Freehills Sydney\004832897                                                PAGE 1



   7.3     Survival and repetition of representations and warranties          16
   7.4     Reliance by the Note Holder and OF Manager                         16

8  UNDERTAKINGS                                                               16
   8.1     Term of undertakings                                               16
   8.2     Compliance with Covenants                                          16
   8.3     Notify Events of Default                                           16

9  EVENTS OF DEFAULT                                                          16
   9.1     Effect of Event of Default                                         16
   9.2     Issuer to continue to perform                                      17
   9.3     Enforcement                                                        17

10 INCREASED COSTS, ILLEGALITY AND YIELD PROTECTION                           17
   10.1    Increased costs                                                    17
   10.2    Illegality                                                         18

11 TRUSTEE LIMITATION OF LIABILITY PROTECTION                                 19
   11.1    Limitation of Liability - Issuer                                   19
   11.2    Limitation of Liability - Note Holder                              20
   11.3    Wilful Default of the Issuer and the Note Holder                   21

12 INDEMNITIES                                                                21
   12.1    General indemnity                                                  21
   12.2    Continuing indemnities and evidence of loss                        22
   12.3    Funds available for indemnity                                      22
   12.4    Negligence, wilful default or breach of law                        23
   12.5    Notification from Note Holder or OF Manager                        23

13 TAX, COSTS AND EXPENSES                                                    23
   13.1    Tax                                                                23
   13.2    Costs and expenses                                                 23
   13.3    Goods and services tax                                             24

14 INTEREST ON OVERDUE AMOUNTS                                                25
   14.1    Payment of interest                                                25
   14.2    Accrual of interest                                                25
   14.3    Rate of interest                                                   25

15 ASSIGNMENT                                                                 25
   15.1    Assignment by Transaction Party                                    25
   15.2    Assignment by Note Holder and OF Manager                           25
   15.3    Assist transfer or assignment                                      25
   15.4    Participation permitted                                            26
   15.5    Lending Office                                                     26
   15.6    Disclosure                                                         26
   15.7    No increase in costs                                               26


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Freehills Sydney\004832897                                                PAGE 2



16 GENERAL                                                                    26
   16.1    Confidential information                                           26
   16.2    Performance by Note Holder of obligations                          26
   16.3    Transaction Party to bear cost                                     27
   16.4    Notices                                                            27
   16.5    Governing law and jurisdiction                                     28
   16.6    Prohibition and enforceability                                     28
   16.7    Waivers                                                            28
   16.8    Variation                                                          29
   16.9    Cumulative rights                                                  29
   16.10   Attorneys                                                          29
   16.11   Binding Obligations                                                29
   16.12   Winding up of Securitisation Fund                                  29
   16.13   Termination clause                                                 29
   16.14   Counterparts                                                       29


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Freehills Sydney\004832897                                                PAGE 3



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THIS REDRAW FUNDING FACILITY AGREEMENT

          is made on _________________ 2005 between the following parties:

          1.   PERPETUAL TRUSTEES AUSTRALIA LIMITED
               ABN 86 000 431 827
               in its capacity as trustee of the Securitisation Fund (as
               hereinafter defined)
               of Level 7, 39 Hunter Street, Sydney, New South Wales
               (ISSUER)

          2.   PERPETUAL TRUSTEES AUSTRALIA LIMITED
               ABN 86 000 431 827
               in its capacity as trustee of the Origination Fund (as
               hereinafter defined)
               of Level 7, 39 Hunter Street, Sydney, New South Wales
               (NOTE HOLDER)

          3.   ME PORTFOLIO MANAGEMENT LIMITED
               ABN 79 005 964 134
               in its capacity as manager of the Securitisation Fund
               of Level 23, 360 Collins Street, Melbourne, Victoria
               (SF MANAGER)

          4.   ME PORTFOLIO MANAGEMENT LIMITED
               ABN 79 005 964 134
               in its capacity as manager of the Origination Fund
               of Level 23, 360 Collins Street, Melbourne, Victoria
               (OF MANAGER)

RECITALS

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

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

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

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

THE PARTIES AGREE

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


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Freehills Sydney\004832897                                                PAGE 1



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1    DEFINITIONS AND INTERPRETATION

     1.1  DEFINITIONS

          In this agreement:

          ATTORNEY means an attorney appointed under a Material Document;

          BASE RATE means in respect of a Funding Portion and a Payment Period:

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

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

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

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

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

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

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

          BUSINESS DAY means a day on which banks are open for business in
          Melbourne and Sydney excluding a Saturday, Sunday or public holiday;

          CARD AND CHEQUE FACILITIES means any Card Facility and any Cheque and
          Direct Entry Facility;

          CARD FACILITY means any facility in force in respect of the
          Origination Fund relating to the provision of credit cards or debit
          cards;

          CHEQUE AND DIRECT ENTRY FACILITY means any facility in force in
          respect of the Origination Fund relating to the provision of either or
          both of direct entry facilities and cheque facilities;


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Freehills Sydney\004832897                                                PAGE 2



          CLASS A NOTES has the meaning given to it by the Supplementary Bond
          Terms;

          CLASS B NOTES has the meaning given to it by the Supplementary Bond
          Terms;

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

          DESIGNATED RATING AGENCY has the meaning given to it in the Master
          Trust Deed;

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

          DRAWDOWN NOTICE means a Funding Notice or a Facility Provider Funding
          Notice;

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

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

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

          FACILITY PROVIDER means the provider of any of the Card and Cheque
          Facilities;

          FACILITY PROVIDER FUNDING NOTICE means a notice given, or to be given,
          under clauses 4.3 and 4.4;

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

          FUNDING NOTICE means a notice given, or to be given, under clauses 4.1
          and 4.2;

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

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

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

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

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

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

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

          MATERIAL DOCUMENTS means:

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


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Freehills Sydney\004832897                                                PAGE 3



          (b) the Security Trust Deed; and

          (c) the Supplementary Bond Terms;

          NOTE means a note issued under clauses 2 and 4;

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

          OFFICER means:

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

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

          ORIGINATION FUND means Superannuation Members' Home Loans Origination
          Fund No. 3;

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

          (a)  are present or future;

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

          (c)  are at any time ascertained or unascertained;

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

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

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

          (g)  comprise any combination of the above;

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

          PAYMENT DATE has the meaning given to it under the Supplementary Bond
          Terms;

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

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

          PRINCIPAL OUTSTANDING means at any time the aggregate principal amount
          of all outstanding Funding Portions at that time;

          REDRAW AMOUNT has the same meaning as in clause 3.2(a);


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Freehills Sydney\004832897                                                PAGE 4



          REDRAW FACILITY means a facility contained in a loan or other form of
          financial accommodation the repayment of which is secured by a
          mortgage granted or transferred to the Issuer, which allows the
          mortgagor under that mortgage to redraw amounts prepaid under that
          loan;

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

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

          SAME DAY FUNDS means bank cheque or other immediately available funds;

          SECURED CREDITORS has the meaning given to it in the Security Trust
          Deed;

          SECURITISATION FUND means the Securitisation Fund constituted under
          the Master Trust Deed known as SMHL Global Fund No. 8;

          SECURITY TRUST DEED means the security trust deed in respect of the
          Securitisation Fund between the Issuer, the SF Manager, Perpetual
          Trustee Company Limited ABN 42 000 001 007 (as security trustee) and
          The Bank of New York (as note trustee);

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

          TAX means:

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

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

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

          TERMINATION DATE means the day which is 1 Business Day prior to the
          Final Maturity Date as defined in the Supplementary Bond Terms;

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

          TRANSACTION PARTY means:

          (a)  the Issuer; or

          (b)  the SF Manager.

     1.2  INTERPRETATION

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

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

          (b) words importing a gender include any gender;


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Freehills Sydney\004832897                                                PAGE 5



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

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

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

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

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

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

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

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

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

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

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

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

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

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

               (1)  which ceases to exist; or

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


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Freehills Sydney\004832897                                                PAGE 6



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

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

     1.3  BUSINESS DAY

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

     1.4  TRANSACTION DOCUMENT

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

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2    THE NOTES

     2.1  APPLICATION FOR AND ISSUE OF NOTES

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

               (1)  directing a Note be issued from SMHL Global Fund No. 8;

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

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

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

          (b)  The OF Manager may direct that the Issuer and the SF Manager
               cause the Issuer to issue a Note to the Note Holder by:

               (1)  directing a Note be issued from SMHL Global Fund No. 8;

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

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

               (4)  providing to the Issuer and the SF Manager (and copy to the
                    Noteholder) a Facility Provider Funding Notice pursuant to
                    clause 4.


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Freehills Sydney\004832897                                                PAGE 7



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

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

     2.2  ACKNOWLEDGMENT OF INDEBTEDNESS

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

     2.3  OBLIGATIONS UNDER NOTES

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

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

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

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

     2.4  OWNERSHIP OF NOTES

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

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

     2.5  REGISTER

          The Issuer must:

          (a)  establish and maintain the Register;

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

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

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

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


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Freehills Sydney\004832897                                                PAGE 8



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3    REDRAW FACILITIES

     3.1  PURPOSE

          The Issuer must, and the SF Manager must cause the Issuer to, only use
          the net proceeds of a Funding Portion to:

          (a)  provide funds requested under a Redraw Facility; and

          (b)  reimburse the Note Holder for amounts paid or payable by the Note
               Holder to a Facility Provider under or in respect of the Card and
               Cheque Facilities to fund a redraw under a Redraw Facility
               provided by the Issuer.

     3.2  LOAN REDRAWS

          (a)  The OF Manager must notify the SF Manager by such time as they
               may agree on each Business Day all amounts payable by the Note
               Holder on that Business Day to a Facility Provider under or in
               respect of the Card and Cheque Facilities to fund redraws under
               Redraw Facilities provided by the Issuer (REDRAW AMOUNT).

          (b)  The Issuer must and the SF Manager must cause the Issuer to pay
               to the Note Holder on each Business Day an amount equal to the
               Redraw Amount for that Business Day. The amount payable under
               this clause 3.2(b) must be paid by such time as the parties may
               from time to time agree.

          (c)  Except as expressly provided under this agreement, the Issuer has
               no obligation to reimburse the Note Holder for any amounts paid
               or payable by the Note Holder to a Facility Provider under or in
               respect of the Facilities to fund redraws under Redraw Facilities
               provided by the Issuer.

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4    FUNDING PROCEDURES

     4.1  DELIVERY OF FUNDING NOTICE

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

     4.2  REQUIREMENTS FOR A FUNDING NOTICE

          A Funding Notice:

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

          (b)  must be received by the Note Holder and the OF Manager not later
               than 10.00 am on the Business Day which is the Funding Date; and

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


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Freehills Sydney\004832897                                                PAGE 9



     4.3  DELIVERY OF FACILITY PROVIDER FUNDING NOTICE

          If the OF Manager determines that the Note Holder has, subject to
          clause 3, an obligation to a Facility Provider to fund a redraw under
          a Redraw Facility provided by the Issuer, the OF Manager must deliver
          to the Issuer and the SF Manager a Facility Provider Funding Notice in
          accordance with this clause 4.

     4.4  REQUIREMENTS FOR A FACILITY PROVIDER FUNDING NOTICE

          A Facility Provider Funding Notice:

          (a)  must be in writing in the form of, and specifying the matters set
               out in schedule 3;

          (b)  must be received by the Issuer and the SF Manager not later than
               12.00 noon on the Business Day which is the Funding Date; and

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

     4.5  COPY OF THE FUNDING NOTICE

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

          (b)  A copy of each Facility Provider Funding Notice must be provided
               to the Note Holder at the same time it is given to the Issuer and
               the SF Manager.

     4.6  IRREVOCABILITY OF DRAWDOWN NOTICE

          The Note Holder and the OF Manager must not decline to provide the
          funding specified in a Drawdown Notice. Following the issue of the
          Drawdown Notice the Issuer is irrevocably committed to, and the SF
          Manager is irrevocably committed to cause the Issuer to, issue the
          relevant Note and to draw Funding Portions from the Note Holder in
          accordance with the Funding Notice given to the OF Manager and the
          Note Holder or the Facility Provider Funding Notice given by the OF
          Manager (as the case may be).

     4.7  NOTIFICATION OF FUNDING RATE

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

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

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5    LOAN FACILITY

     5.1  PROVISION OF FUNDING PORTIONS

          (a)  If the SF Manager gives a Funding Notice in accordance with
               clause 4, then, subject to this agreement (including, without
               limitation, clause 11), the Note Holder must, and the OF Manager
               must cause the Note Holder to,


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Freehills Sydney\004832897                                               PAGE 10



               provide the relevant Funding Portion under the Facility as
               payment for the relevant Note in Same Day Funds in Dollars not
               later than 12 noon (Melbourne time) on the specified Funding Date
               and in accordance with that Funding Notice.

          (b)  If the OF Manager gives a Facility Provider Funding Notice in
               accordance with clause 4 then, subject to this agreement
               (including, without limitation, clause 11), the Note Holder is
               deemed to have provided the relevant Funding Portion under the
               Facility as payment for the Note on the specified Funding Date
               and in accordance with that Facility Provider Funding Notice.
               This clause 5.1(b) has application only to the extent that the
               Note Holder has made or has an obligation to make a payment to a
               Facility Provider under a Card and Cheque Facility in respect of
               Redraw Facilities provided by the Issuer on that day.

     5.2  REPAYMENT

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

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

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

     5.3  REPAYMENT OF OUTSTANDING MONEYS

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

               (1)  in full on the Termination Date; and

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

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

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

     5.4  INTEREST

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


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Freehills Sydney\004832897                                               PAGE 11



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

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

               to the extent to which the Issuer is required to apply from
               "Interest Collections" to "payment of any interest due under any
               Redraw Funding Facility" pursuant to clause 6.1(d) of the
               Supplementary Bond Terms.

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

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

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

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

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

     5.5  ORDER OF REPAYMENT

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

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

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

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6    PAYMENTS

     6.1  MANNER OF PAYMENTS

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

          (a)  in Same Day Funds;

          (b)  in Dollars; and


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Freehills Sydney\004832897                                               PAGE 12



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

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

     6.2  PAYMENTS ON A BUSINESS DAY

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

     6.3  APPROPRIATION OF PAYMENTS

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

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

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

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

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

     6.4  PAYMENTS IN GROSS

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

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

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

     6.5  TAXATION DEDUCTION PROCEDURES

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

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

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


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Freehills Sydney\004832897                                               PAGE 13



     6.6  AMOUNTS PAYABLE ON DEMAND

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

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7    REPRESENTATIONS AND WARRANTIES

     7.1  BY THE ISSUER

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

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

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

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

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

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 14



          (h)  (SECURITISATION FUND VALIDLY CREATED): the Securitisation Fund
               has been validly created and is in existence at the date of this
               agreement;

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

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

          (k)  (NO PROCEEDINGS TO REMOVE): no notice has been given to it and to
               its knowledge no resolution has been passed or direction or
               notice has been given, removing it as trustee of the
               Securitisation Fund.

     7.2  BY THE SF MANAGER

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

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

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

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 15



     7.3  SURVIVAL AND REPETITION OF REPRESENTATIONS AND WARRANTIES

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

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

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

     7.4  RELIANCE BY THE NOTE HOLDER AND OF MANAGER

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

--------------------------------------------------------------------------------
8    UNDERTAKINGS

     8.1  TERM OF UNDERTAKINGS

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

     8.2  COMPLIANCE WITH COVENANTS

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

     8.3  NOTIFY EVENTS OF DEFAULT

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

--------------------------------------------------------------------------------
9    EVENTS OF DEFAULT

     9.1  EFFECT OF EVENT OF DEFAULT

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

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


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Freehills Sydney\004832897                                               PAGE 16



     9.2  ISSUER TO CONTINUE TO PERFORM

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

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

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

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

     9.3  ENFORCEMENT

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

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

--------------------------------------------------------------------------------
10   INCREASED COSTS, ILLEGALITY AND YIELD PROTECTION

     10.1 INCREASED COSTS

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 17



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

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

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

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

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

          then, and in each such case:

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

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

     10.2 ILLEGALITY

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 18



--------------------------------------------------------------------------------
11   TRUSTEE LIMITATION OF LIABILITY PROTECTION

     11.1 LIMITATION OF LIABILITY - ISSUER

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

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 19



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

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

     11.2 LIMITATION OF LIABILITY - NOTE HOLDER

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

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 20



               negligence or wilful default of the Note Holder for the purposes
               of paragraph (d) of this clause 11.2.

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

     11.3 WILFUL DEFAULT OF THE ISSUER AND THE NOTE HOLDER

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

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

               (1)  other than a default which:

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

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

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

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

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

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


--------------------------------------------------------------------------------
12   INDEMNITIES

     12.1 GENERAL INDEMNITY

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


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Freehills Sydney\004832897                                               PAGE 21



               may be, or an Attorney of the Noteholder or OF Manager pays,
               suffers, incurs or is liable for, in respect of any of the
               following:

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

               (2)  the occurrence of any Event of Default;

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

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

     12.2 CONTINUING INDEMNITIES AND EVIDENCE OF LOSS

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

               (1)  any settlement of account; or

               (2)  the occurrence of any other thing,

               and remains in full force and effect until:

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

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

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

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

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

     12.3 FUNDS AVAILABLE FOR INDEMNITY

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


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Freehills Sydney\004832897                                               PAGE 22



     12.4 NEGLIGENCE, WILFUL DEFAULT OR BREACH OF LAW

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

     12.5 NOTIFICATION FROM NOTE HOLDER OR OF MANAGER

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

--------------------------------------------------------------------------------
13   TAX, COSTS AND EXPENSES

     13.1 TAX

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

               (1)  any Material Document;

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

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

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

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

     13.2 COSTS AND EXPENSES

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

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


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Freehills Sydney\004832897                                               PAGE 23



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

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

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

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

     13.3 GOODS AND SERVICES TAX

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

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

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

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

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


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Freehills Sydney\004832897                                               PAGE 24



--------------------------------------------------------------------------------
14   INTEREST ON OVERDUE AMOUNTS

     14.1 PAYMENT OF INTEREST

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

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

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

     14.2 ACCRUAL OF INTEREST

          The interest payable under this clause 14:

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

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

     14.3 RATE OF INTEREST

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

          (a)  the Overdue Rate; and

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

--------------------------------------------------------------------------------
15   ASSIGNMENT

     15.1 ASSIGNMENT BY TRANSACTION PARTY

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

     15.2 ASSIGNMENT BY NOTE HOLDER AND OF MANAGER

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

     15.3 ASSIST TRANSFER OR ASSIGNMENT

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


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 25



     15.4 PARTICIPATION PERMITTED

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

     15.5 LENDING OFFICE

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

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

     15.6 DISCLOSURE

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

     15.7 NO INCREASE IN COSTS

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

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

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

--------------------------------------------------------------------------------
16   GENERAL

     16.1 CONFIDENTIAL INFORMATION

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

     16.2 PERFORMANCE BY NOTE HOLDER OF OBLIGATIONS

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


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 26



     16.3 TRANSACTION PARTY TO BEAR COST

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

     16.4 NOTICES

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

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

                    (A)  if to the Note Holder:

                         Address:     Level 7
                                      9 Castlereagh Street
                                      Sydney, NSW 2000

                         Attention:   Head of Debt Markets/Manager -
                                      Securitisation

                         Facsimile:   (02) 9221 7870; and

                    (B)  if to the Issuer:

                         Address:     Level 7
                                      9 Castlereagh Street
                                      Sydney, NSW 2000

                         Attention:   Head of Debt Markets/Manager -
                                      Securitisation

                         Facsimile:   (02) 9221 7870; and

                    (C)  if to the SF Manager:

                         Address:     Level 23,
                                      360 Collins Street,
                                      Melbourne, Victoria 3000

                         Attention:   Manager - Capital Markets

                         Facsimile:   (03) 9605 6200; and

                    (D)  if to the OF Manager:

                         Address:     Level 23,
                                      360 Collins Street,
                                      Melbourne, Victoria 3000

                         Attention:   Manager - Capital Markets

                         Facsimile:   (03) 9605 6200;

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

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


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 27



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

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

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

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

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

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

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

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

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

     16.5 GOVERNING LAW AND JURISDICTION

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

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

     16.6 PROHIBITION AND ENFORCEABILITY

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

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

     16.7 WAIVERS

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

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


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 28



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

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

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

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

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

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

     16.8 VARIATION

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

     16.9 CUMULATIVE RIGHTS

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

     16.10 ATTORNEYS

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

     16.11 BINDING OBLIGATIONS

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

     16.12 WINDING UP OF SECURITISATION FUND

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

     16.13 TERMINATION CLAUSE

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

     16.14 COUNTERPARTS

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

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

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


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Freehills Sydney\004832897                                               PAGE 29



--------------------------------------------------------------------------------
SCHEDULE 1 - FUNDING NOTICE (CLAUSE 4.2)

TO:  PERPETUAL TRUSTEES AUSTRALIA LIMITED in its capacity as trustee of the
     Superannuation Members' Home Loans Origination Fund No. 3
     (NOTE HOLDER)

     Attention:   Head of Debt Markets/Manager - Securitisation

AND: ME PORTFOLIO MANAGEMENT LIMITED
     (OF MANAGER)

     Attention:   Manager - Capital Markets

--------------------------------------------------------------------------------

We refer to the Redraw Funding Facility Agreement dated [INSERT DATE]
(AGREEMENT). Pursuant to clause 4 of the Agreement:

(a)  We give you notice that we require the Issuer to issue to the Note Holder a
     Note from SMHL Global Fund No. 8 on [INSERT DATE] (FUNDING DATE) at [INSERT
     DETAILS];

(b)  The aggregate principal amount of the Note is: $[INSERT AMOUNT];

(c)  We request that the proceeds be remitted to account number [INSERT DETAILS]
     at [INSERT ADDRESS];/ [INSERT ALTERNATIVE INSTRUCTIONS]

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

DATED: [INSERT DATE]

SIGNED for and on behalf of
ME PORTFOLIO MANAGEMENT LIMITED


----------------------------------------
Officer's signature

----------------------------------------
Name (please print)


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 30



--------------------------------------------------------------------------------
SCHEDULE 2 - CONDITIONS

            REDRAW FUNDING FACILITY AGREEMENT- SMHL GLOBAL FUND NO. 8

                      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                              (ABN 86 000 431 827)
            IN ITS CAPACITY AS TRUSTEE OF THE SMHL GLOBAL FUND NO. 8

                 of Level 7, 39 Hunter Street, Sydney, NSW, 2000

                                   ("ISSUER")

whose office for the purposes of payment is at Level 7, 9 Castlereagh Street,
Sydney, New South Wales or such other address as the Issuer may notify to the
Note Holder from time to time.

--------------------------------------------------------------------------------
1    NOTE

(a)  This Note certificate is issued as part of the Notes known as the SMHL
     Global Fund No. 8. The terms and conditions of the issue of this Note and
     repayment are constituted by this Note and the Redraw Funding Facility
     Agreement for Issue and Repayment of Notes - SMHL Global Fund No. 8 dated
     [INSERT DATE] between the Issuer, the Note Holder, ME Portfolio Management
     Limited (ABN 79 005 964 134) of Level 23, 360 Collins Street, Melbourne,
     Victoria in its capacity as manager of the SMHL Global Fund No. 8 (SF
     MANAGER) and ME Portfolio Management Limited (ABN 79 005 964 134) of Level
     23, 360 Collins Street, Melbourne, Victoria, in its capacity as manager of
     the Superannuation Members' Home Loans Origination Fund No. 3 (OF MANAGER)
     (AGREEMENT). Terms defined in the Agreement have the same meaning when used
     in these Conditions.

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

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

2    DERIVATION OF PAYMENT

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

3    EXTENT OF LIABILITY OF ISSUER

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


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 31



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

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

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

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

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

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

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

4    EXTENT OF LIABILITY OF NOTE HOLDER

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

(b)  The Note Holder issues this Note only in its capacity as trustee of the
     Origination Fund and no other capacity. A liability arising under or in
     connection with this Note or the Agreement is limited to and can be
     enforced against the Note Holder only to the extent to


--------------------------------------------------------------------------------
Freehills Sydney\004832897                                               PAGE 32



     which it can be satisfied out of property of the Origination Fund out of
     which the Note Holder is actually indemnified for the liability. This
     limitation of the Note Holder's liability applies despite any other
     provision of this Note or the Agreement and extends to

     all liabilities and obligations of the Note Holder in any way connected
     with any representation, warranty, conduct, omission, agreement or
     transaction related to this Note or the Agreement.

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

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

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

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

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

5    WILFUL DEFAULT OF THE ISSUER AND THE NOTE HOLDER

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

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

     (1)  other than a default which:

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

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


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

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

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

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


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--------------------------------------------------------------------------------
SCHEDULE 3 - FACILITY PROVIDER FUNDING NOTICE (CLAUSE 4.4)

TO:  PERPETUAL TRUSTEES AUSTRALIA LIMITED
     in its capacity as trustee of SMHL Global Fund No. 8
     (ISSUER)

      Attention:   Head of Debt Markets/Manager - Securitisation

AND: ME PORTFOLIO MANAGEMENT LIMITED
     (SF MANAGER)

     Attention:   Manager - Capital Markets

We refer to the Redraw Funding Facility Agreement dated [INSERT DATE]
(AGREEMENT). Pursuant to clause 4 of the Terms and Conditions:

(a)  we give you notice that we require the Issuer to issue to the Note Holder a
     Note from SMHL Global Fund No. 8 on [INSERT DATE] (FUNDING DATE) at [INSERT
     DETAILS];

(b)  the aggregate principal amount of the Note is $[INSERT AMOUNT];

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

DATED: [INSERT DATE]

SIGNED for and on behalf of
ME PORTFOLIO MANAGEMENT LIMITED


--------------------------------
Officer's signature

--------------------------------
Name (please print)


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--------------------------------------------------------------------------------
EXECUTED AS AN AGREEMENT:

ISSUER:

SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in
the presence of:


----------------------------------------   -------------------------------------
Witness                                    Attorney

----------------------------------------   -------------------------------------
Name (please print)                        Name (please print)

NOTE HOLDER:

SIGNED for
PERPETUAL TRUSTEES AUSTRALIA LIMITED
by its attorney in
the presence of:


----------------------------------------   -------------------------------------
Witness                                    Attorney

----------------------------------------   -------------------------------------
Name (please print)                        Name (please print)


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Freehills Sydney\004832897                                               PAGE 36



SF MANAGER:

SIGNED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in
the presence of:


----------------------------------------   -------------------------------------
Witness                                    Attorney

----------------------------------------   -------------------------------------
Name (please print)                        Name (please print)


OF MANAGER:

SIGNED for

ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in
the presence of:


----------------------------------------   -------------------------------------
Witness                                    Attorney

----------------------------------------   -------------------------------------
Name (please print)                        Name (please print)


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