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                                                                AGENCY AGREEMENT


                                             PERPETUAL TRUSTEES VICTORIA LIMITED

                                 INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

                                    INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED

                                           THE BANK OF NEW YORK, NEW YORK BRANCH
























                                                     Interstar Millennium Trusts

                                       Interstar Millennium Series 2003-1G Trust






                                                          ALLENS ARTHUR ROBINSON
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                               Sydney  NSW  2000
                                                                       Australia
                                                            Tel  61  2 9230 4000
                                                            Fax  61  2 9230 5333



                                       (C) Copyright Allens Arthur Robinson 2003


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AGENCY AGREEMENT                                         Allens Arthur Robinson

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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                      2
         1.1      Definitions                                                2
         1.2      Note Trust Deed definitions                                3
         1.3      Interpretation                                             3
         1.4      Document or agreement                                      3
         1.5      Transaction Document                                       3
         1.6      Trustee as trustee                                         3

2.       APPOINTMENT OF PAYING AGENTS                                        4

3.       PAYMENT                                                             4
         3.1      Payment by Trustee                                         4
         3.2      Confirmation                                               4
         3.3      Payments by Paying Agents                                  5
         3.4      Method of Payment - Global Notes                           5
         3.5      Method of payment - Definitive Notes                       5
         3.6      Late payment                                               5
         3.7      Notice of non-receipt                                      5
         3.8      Reimbursement                                              6
         3.9      Method of payment                                          6
         3.10     No fee                                                     6
         3.11     Trust                                                      6

4.       REPAYMENT                                                           7

5.       APPOINTMENT OF THE CALCULATION AGENT                                7

6.       DUTIES OF THE CALCULATION AGENT                                     7

7.       NOTE TRUSTEE                                                        8

8.       EARLY REDEMPTION OF US$ NOTES                                       9

9.       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES           10

10.      NOTICES TO US$ NOTEHOLDERS                                         11

11.      DOCUMENTS AND FORMS                                                11

12.      AUTHENTICATION                                                     11

13.      INDEMNITY                                                          11

14.      THE NOTE REGISTER                                                  12
         14.1     Appointment of Note Registrar                             12
         14.2     Details to be kept on the Note Register                   12
         14.3     Payments of Principal and Interest                        13
         14.4     Place of keeping Register, copies and access              13
         14.5     Details on Note Register conclusive                       14
         14.6     Alteration of details on Note Register                    14
         14.7     Rectification of Note Register                            14
         14.8     Correctness of Note Register                              14

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AGENCY AGREEMENT                                         Allens Arthur Robinson
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15.      CHANGES OF NOTE REGISTRAR                                          15
         15.1     Removal                                                   15
         15.2     Resignation                                               15
         15.3     Limitation                                                15

16.      GENERAL                                                            15
         16.1     Meetings of US$ Noteholders                               15
         16.2     Agency                                                    15
         16.3     Identity                                                  16
         16.4     No set-off                                                16
         16.5     Reliance                                                  16
         16.6     Entitled to deal                                          16
         16.7     Consultation                                              17
         16.8     Duties                                                    17

17.      CHANGES IN PAYING AGENTS AND CALCULATION AGENT                     17
         17.1     Removal                                                   17
         17.2     Resignation                                               18
         17.3     Limitation                                                18
         17.4     Delivery of amounts                                       19
         17.5     Successor Paying Agents                                   19
         17.6     Successor to Calculation Agent                            20
         17.7     Notice to US$ Noteholders                                 20
         17.8     Change in Paying Office or Specified Office               20

18.      FEES AND EXPENSES                                                  21

19.      WAIVERS, REMEDIES CUMULATIVE                                       22

20.      SEVERABILITY OF PROVISIONS                                         22

21.      ASSIGNMENTS                                                        22

22.      NOTICES                                                            22
         22.1     General                                                   22
         22.2     Details                                                   23
         22.3     Communication through Principal Paying Agent              25

23.      LIMITED RECOURSE                                                   25
         23.1     General                                                   25
         23.2     Liability of Trustee limited to its right to indemnity    25
         23.3     Unrestricted remedies                                     27
         23.4     Restricted remedies                                       27

24.      COUNTERPARTS                                                       27

25.      GOVERNING LAW                                                      27

26.      SUCCESSOR TRUSTEE                                                  27


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AGENCY AGREEMENT                                         Allens Arthur Robinson

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DATE                   2003
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PARTIES

--------
1.        PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of Level 4,
          333 Collins Street, Melbourne, Victoria in its capacity as trustee of
          Interstar Millennium Series 2003-1GTrust (the TRUSTEE);

2.        INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898) of
          Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
          Trust Manager (the TRUST MANAGER);

3.        INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
          Level 31, 367 Collins Street, Melbourne, Victoria in its capacity as
          Servicer (the SERVICER); and

4.        THE BANK OF NEW YORK, NEW YORK BRANCH as principal paying agent for
          the Class US$ Notes described below (the PRINCIPAL PAYING AGENT, which
          expression shall, wherever the context requires, include any successor
          principal paying agent from time to time under this agreement) and as
          trustee for the US$ Noteholders (the NOTE TRUSTEE, which expression
          shall, wherever the context requires, include any other trustee or
          trustees from time to time under the Note Trust Deed) and as
          calculation agent in relation to the US$ Notes described below (the
          CALCULATION AGENT, which expression shall, wherever the context
          requires, include any successor reference agent from time to time) and
          as note registrar in relation to the US$ Notes described below (the
          NOTE REGISTRAR, which expression shall, wherever the context requires,
          include any successor note registrar from time to time under this
          agreement).

RECITALS

--------
A         The Trustee proposes to issue US$[*] of Class A2 Mortgage Backed
          Floating Rate Notes and US$[*] of Class B1 Mortgage Backed Floating
          Rate Notes (the US$ NOTES).

B         The US$ Notes, upon original issue, will be issued in the form of
          Global Notes. The Trustee shall, on the date of this deed, deliver or
          arrange the delivery on its behalf of each Global Note to the
          Principal Paying Agent, as agent for the Clearing Agency. Each Global
          Note shall initially be registered on the Note Register in the name of
          the Common Depository, as nominee of the Clearing Agency, and no Note
          Owner will receive a Definitive Note representing such Note Owner's
          interest in such US$ Note, except as provided in the Note Trust Deed.

C         The US$ Notes will be constituted by the Note Trust Deed, the Series
          Notice and the Master Trust Deed.

D         The US$ Notes will be secured on the terms of the Security Trust Deed.


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E         The Trustee wishes to appoint the Principal Paying Agent as principal
          paying agent in respect of the US$ Notes and has entered into this
          agreement to provide for the terms and conditions of that appointment.

F         The Trustee wishes to appoint the Calculation Agent as its reference
          agent in respect of the US$ Notes and has entered into this agreement
          to provide for the terms and conditions of that appointment.

G         The Trustee wishes to appoint the Note Registrar as note registrar in
          respect of the US$ Notes and has entered into this agreement to
          provide for the terms and conditions of that appointment.

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IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

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1.1      DEFINITIONS

         The following definitions apply unless the context requires otherwise.

         DETERMINATION DATE means, in relation to a Payment Date, the date which
         is 2 Business Days before that Payment Date.

         MASTER TRUST DEED means the Master Trust Deed for the Interstar
         Millennium Trusts dated 2 December 1999 between the Trustee as trustee
         and Interstar Securities (Australia) Pty Limited.

         NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
         [*] issued under the Master Trust Deed in relation to the Trust.

         PAYING AGENT means any person for the time being appointed as a Paying
         Agent under this agreement and includes the Principal Paying Agent.

         PAYING OFFICE means, in relation to a Paying Agent, the office of the
         Paying Agent specified in the US$ Notes or otherwise under this
         agreement or the Note Trust Deed as the office at which payments in
         respect of the US$ Notes will be made as changed from time to time in
         accordance with this agreement.

         SERIES NOTICE means the Series Notice dated on or about the date of
         this agreement relating to the Trust.

         SPECIFIED OFFICE means, in relation to the Calculation Agent, the
         office of the Calculation Agent specified under this agreement as the
         office at which the Calculation Agent will carry out its duties under
         this agreement.

         TRUST means the trust known as the Interstar Millennium Series 2003-1G
         Trust established under the Notice of Creation of Trust, the Master
         Trust Deed and the Series Notice.



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1.2      NOTE TRUST DEED DEFINITIONS

         (a)   Words and expressions which are defined in the Master Trust Deed
               (as amended by the Series Notice), the Series Notice, the Note
               Trust Deed and the Conditions (including by reference to another
               agreement) have the same meanings when used in this agreement
               unless the context otherwise requires or unless otherwise defined
               in this agreement.

         (b)   If a definition in any of the documents in paragraph (a) above is
               inconsistent, the definitions will prevail in the following
               order:

               (i)    definition in this agreement;
               (ii)   definition in the Series Notice;
               (iii)  definition in the Master Trust Deed;
               (iv)   definition in the Note Trust Deed;
               (v)    definition in the Conditions.

1.3      INTERPRETATION

         Clause 1.2 of the Master Trust Deed applies to this agreement as if
         set out in full and:

         (a)   a reference to an ASSET includes any real or personal, present or
               future, tangible or intangible property or asset and any right,
               interest, revenue or benefit in, under or derived from the
               property or asset; and

         (b)   a reference to an amount for which a person is CONTINGENTLY
               LIABLE includes an amount which that person may become actually
               or contingently liable to pay if a contingency occurs, whether or
               not that liability will actually arise.

1.4      DOCUMENT OR AGREEMENT

         A reference to:

         (a)   an AGREEMENT includes a Security Interest, Guarantee,
               undertaking, deed, agreement or legally enforceable arrangement
               whether or not in writing; and

         (b)   a DOCUMENT includes an agreement (as so defined) in writing or a
               certificate, notice, instrument or document.

         A reference to a specific agreement or document includes it as amended,
         novated, supplemented or replaced from time to time, except to the
         extent prohibited by this agreement.

1.5      TRANSACTION DOCUMENT

         This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.6      TRUSTEE AS TRUSTEE

         (a)   In this agreement, except where provided to the contrary:

               (i)    a reference to the Trustee is a reference to the Trustee
                      in its capacity as trustee of the Trust only, and in no
                      other capacity; and



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               (ii)   a reference to the assets, business, property or
                      undertaking of the Trustee is a reference to the assets,
                      business, property or undertaking of the Trustee only in
                      the capacity described in sub-paragraph (i) above.

         (b)   The rights and obligations of the parties under this agreement
               relate only to the Trust, and do not relate to any other Trust
               (as defined in the Master Trust Deed).

2.       APPOINTMENT OF PAYING AGENTS

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(a)      Subject to the terms of this agreement, the Trustee (acting on the
         direction of the Trust Manager) appoints the Principal Paying Agent as
         its principal paying agent and each other Paying Agent as its paying
         agent, for making payments in respect of the US$ Notes in accordance
         with the Transaction Documents and the Conditions at their respective
         Paying Offices. The Principal Paying Agent and each other Paying Agent
         appointed under this agreement accepts such appointment.

(b)      Except in clause 17 and as the context otherwise requires, references
         to the Principal Paying Agent are to it acting solely through its
         Paying Office.

(c)      If at any time there is more than one Paying Agent, the obligations of
         the Paying Agents under this agreement shall be several and not joint.

(d)      It is acknowledged and agreed that:

         (i)   subject to clause 7, each of the Principal Paying Agent and each
               other Paying Agent is the agent of the Trustee in its capacity as
               trustee of the Trust only, and

         (ii)  despite anything else in this agreement, any other Transaction
               Document or at law, the Trustee in its personal capacity is not
               responsible for any act or omission of the Principal Paying Agent
               or any other Paying Agent.

3.       PAYMENT

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3.1      PAYMENT BY TRUSTEE

         The Trustee shall, with the assistance of and at the direction of the
         Trust Manager, not later than 10.00 am (New York time) on each Payment
         Date, pay to or to the order of, or procure payment to or to the order
         of, the Principal Paying Agent the amount in US$ as may be required
         (after taking account of any cash then held by the Principal Paying
         Agent and available for the purpose) to be made on that Payment Date
         under the Series Notice and the Conditions.

3.2      CONFIRMATION

         Not later than 4.00 pm (Sydney time) on each Determination Date, the
         Trust Manager on behalf of the Trustee shall notify, or procure
         notification to, the Principal Paying Agent and the Note Trustee of the
         amount of interest or principal payable in respect of each Class of US$
         Notes on the Payment Date following that Determination Date. The
         Trustee or if required by the Trustee, the Trust Manager on its behalf
         shall also forward to the Principal Paying Agent at that time
         confirmation that the payments provided for in clause 3.1 will be made
         unconditionally.



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3.3      PAYMENTS BY PAYING AGENTS

         Subject to payment being duly made as provided in clause 3.1 (or the
         Principal Paying Agent otherwise being satisfied that the payment will
         be duly made on the due date), and subject to clause 7, the Paying
         Agents shall pay or cause to be paid on behalf of the Trustee on each
         Payment Date the relevant amounts of principal and interest due in
         respect of the US$ Notes in accordance with the Series Notice and the
         Conditions.

3.4      METHOD OF PAYMENT - GLOBAL NOTES

         The Principal Paying Agent shall cause all payments of principal or
         interest (as the case may be) due and received by it in respect of US$
         Notes represented by a Global Note to be made to the Common Depository
         for credit to the account of the persons appearing from time to time in
         the records of the Common Depository as account holders with respect
         to, and whilst any of the US$ Notes are represented by, a Global Note.

3.5      METHOD OF PAYMENT - DEFINITIVE NOTES

         Payments of principal or interest on the Definitive Notes shall be made
         in accordance with the Conditions and the Series Notice.

3.6      LATE PAYMENT

         (a)      If any payment under clause 3.1 is made late but otherwise in
                  accordance with the provisions of this agreement, each Paying
                  Agent shall make payments required to be made by it in respect
                  of the US$ Notes as provided in this clause 3. However, unless
                  and until the full amount of any payment in respect of the US$
                  Notes required to be made under the Transaction Documents has
                  been made under clause 3.1 to or to the order of the Principal
                  Paying Agent, no Paying Agents shall be bound to make a
                  payment under clause 3.

         (b)      If the Principal Paying Agent has not received on a Payment
                  Date the full amount of principal and interest then payable on
                  any US$ Note in accordance with the Series Notice and the
                  Conditions, but receives the full amount later, it shall:

                  (i)     forthwith upon full receipt notify the other Paying
                          Agents (if any), the Trustee, the Note Trustee, the
                          Security Trustee and the Trust Manager; and

                  (ii)    as soon as practicable after such full receipt give
                          due notice, in accordance with Condition 12 (unless
                          the Note Trustee agrees otherwise), to the US$
                          Noteholders that it has received the full amount.

3.7      NOTICE OF NON-RECEIPT

         The Principal Paying Agent shall immediately notify by telex or
         facsimile (if appropriate) the other Paying Agents (if any), the Note
         Trustee, the Trustee, the Security Trustee and the Trust Manager if the
         full amount of any payment of principal or interest required to be made
         by the Series Notice and Conditions in respect of the US$ Note is not
         unconditionally received by it or to its order in accordance with this
         agreement.




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3.8      REIMBURSEMENT

         The Principal Paying Agent shall (provided that it has been placed in
         funds by the Trustee) on demand promptly reimburse the other Paying
         Agents (if any) for payments of principal and interest properly made by
         that Paying Agent in accordance with the Series Notice and the
         Conditions and this agreement. The Trustee shall not be concerned with
         the apportionment of any moneys between the Principal Paying Agent and
         the other Paying Agents (if any) and payment to the Principal Paying
         Agent of any moneys due to the Paying Agents shall operate as a good
         discharge to the Trustee in respect of such moneys.

3.9      METHOD OF PAYMENT

         (a)      All sums payable by the Trustee to the Principal Paying Agent
                  under this agreement shall, unless otherwise provided by and
                  subject to a Currency Swap, be paid by the relevant Currency
                  Swap Provider on behalf of the Trustee in US$ to the bank
                  account as the Principal Paying Agent may from time to time
                  notify to the Trustee and the Note Trustee. Those sums shall
                  be held on account for payment to the US$ Noteholders and,
                  failing that, payment within the designated periods of
                  prescription specified in Condition 8, or upon the bankruptcy,
                  insolvency, winding up or liquidation of the Principal Paying
                  Agent or default being made by the Principal Paying Agent in
                  the payment of any amounts in respect of principal or interest
                  in accordance with this agreement, for repayment to the
                  Trustee (subject to clause 4). On repayment in accordance with
                  clause 4 to the Trustee all liabilities of the Principal
                  Paying Agent with respect to those moneys shall cease. The
                  Principal Paying Agent shall, promptly after each Payment
                  Date, confirm to the Trustee that the Principal Paying Agent
                  has paid the relevant amount to the Common Depository. The
                  Principal Paying Agent will countersign and promptly return
                  any such confirmation requested by the Trustee.

         (b)      Subject to the terms of this agreement, the Principal Paying
                  Agent shall be entitled to deal with moneys paid to it under
                  this agreement in the same manner as other moneys paid to it
                  as a banker by its customers. The Principal Paying Agent shall
                  be entitled to retain for its own account any interest earned
                  on the sums from time to time credited to the account referred
                  to in paragraph (a) and it need not segregate such sums from
                  other amounts held by it, except as required by law.

3.10     NO FEE

         No Paying Agent will charge any commission or fee in relation to any
         amount received or payment made under this agreement.

3.11     TRUST

         The Principal Paying Agent shall hold on trust for the Note Trustee and
         the US$ Noteholders all sums held by it for the payment of principal
         and interest with respect to the US$ Notes until all relevant sums are
         paid to the Note Trustee or the US$ Noteholders or otherwise disposed
         of in accordance with the Note Trust Deed.





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4.       REPAYMENT

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         (a)      Immediately on any entitlement to receive principal or
                  interest under any US$ Note becoming void under the relevant
                  Conditions, the Principal Paying Agent shall repay to the
                  Trustee the amount which would have been due in respect of
                  that principal or interest if it had been paid before the
                  entitlement under any US$ Note became void.

         (b)      Despite paragraph (a) the Principal Paying Agent shall not be
                  obliged to make any repayment to the Trustee so long as any
                  amounts which should have been paid to or to the order of the
                  Principal Paying Agent or, if applicable, the Note Trustee by
                  the Trustee remain unpaid.

5.       APPOINTMENT OF THE CALCULATION AGENT

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         (a)      The Trustee (acting on the direction of the Trust Manager)
                  appoints the Calculation Agent as its reference agent in
                  respect of the US$ Notes upon the terms and conditions set
                  forth in this agreement and the Calculation Agent accepts that
                  appointment.

         (b)      It is acknowledged and agreed that:

                  (i)     the Calculation Agent is the agent of the Trustee in
                          its capacity as trustee of the Trust only, and

                  (ii)    despite anything else in this agreement, any other
                          Transaction Document or at law, the Trustee in its
                          personal capacity is not responsible for any act or
                          omission of the Calculation Agent.

6.       DUTIES OF THE CALCULATION AGENT

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         (a)      The Calculation Agent shall, in relation to US$ Notes, until
                  their final maturity or such earlier date on which the US$
                  Notes are due and payable in full and in either case until the
                  Trustee has paid all amounts due in relation to the US$ Notes
                  to the Principal Paying Agent or, if applicable, the Note
                  Trustee:

                  (i)     perform such duties at its Specified Office as are set
                          forth in this agreement and in the Conditions and any
                          other duties which are reasonably incidental at the
                          request of the Trustee, the Trust Manager, the Note
                          Trustee or the Principal Paying Agent;

                  (ii)    determine LIBOR for each Interest Period for the US$
                          Notes, and calculate the relevant Interest and the
                          Interest Rate on the US$ Notes in each Class of US$
                          Notes, in the manner set out in Condition 4 and
                          confirm with each Currency Swap Provider that the
                          LIBOR determined under this agreement is the same as
                          LIBOR determined by that Currency Swap Provider under
                          the relevant Currency Swap; and

                  (iii)   notify the Trustee, the Trust Manager, the Note
                          Trustee, the Paying Agents and each Currency Swap
                          Provider by telex or facsimile transmission on or as
                          soon as possible after the first day of that Interest
                          Period, of the Interest Rate and the



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                        Interest so determined by it in relation to that
                        Interest Period and each Class of US$ Notes, specifying
                        to those parties the rates upon which they are based and
                        (where relevant) the names of the banks quoting those
                        rates.

         (b)      The Trust Manager on behalf of the Trustee shall cause the
                  Interest and the Interest Rates applicable to each Class of
                  US$ Notes for each Interest Period together with the relevant
                  Payment Date, to be published (subject to clause 23, on behalf
                  of and at the expense of the Trustee) in accordance with the
                  provisions of Conditions 4 and 12, on or as soon as possible
                  after the commencement of the relevant Interest Period unless
                  the Note Trustee otherwise agrees, provided that the Trustee,
                  the Calculation Agent and the Note Trustee shall co-operate
                  with the Trust Manager in order to effect that publication.

         (c)      The Interest and Interest Rate for each Class of US$ Notes and
                  relevant Payment Date published under paragraph (b) may
                  subsequently be amended (or appropriate alternative
                  arrangements made by way of adjustment) without notice to US$
                  Noteholders in the event of an amendment of the Interest
                  Period.

         (d)      If the Calculation Agent at any time for any reason does not
                  determine the Interest Rate for or calculate the Interest
                  payable on a US$ Note, the Trust Manager shall do so and each
                  such determination or calculation shall be deemed to have been
                  made by the Calculation Agent. In doing so, the Trust Manager
                  shall apply the provisions of this clause 6, with any
                  necessary consequential amendments, to the extent that, in its
                  opinion, it can do so, and, in all other respects it shall do
                  so in such a manner as it reasonably considers fair and
                  reasonable in all the circumstances.

         (e)      If the Trust Manager does not at any time for any reason
                  determine a Principal Payment or the Principal Amount
                  applicable to a US$ Note in accordance with the Transaction
                  Documents, the Principal Payment and the Principal Amount
                  shall be determined by the Calculation Agent in accordance
                  with the Transaction Documents (but based on the information
                  in its possession) and each such determination or calculation
                  shall be deemed to have been made by the Trust Manager. The
                  Calculation Agent may appoint any person as its agent for the
                  purpose of making any such calculation or determination.

7.       NOTE TRUSTEE

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         At any time after an Event of Default has occurred in relation to a US$
         Note or at any time after Definitive Notes have not been issued when
         required in accordance with the provisions of the Transaction
         Documents, the Note Trustee may:

         (a)      by notice in writing to the Trustee, the Trust Manager, the
                  Principal Paying Agent, the other Paying Agents (if any) and
                  the Calculation Agent, require the Principal Paying Agent, the
                  other Paying Agents and the Calculation Agent either:

                  (i)     to act as Principal Paying Agent, Paying Agent and
                          Calculation Agent respectively of the Note Trustee on
                          the terms of this agreement in relation to payments to
                          be made by or on behalf of the Trustee under the terms
                          of the Note Trust Deed, except that the Note Trustee's
                          liability under any provisions for the



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                          indemnification of the Calculation Agent and the
                          Paying Agents shall be limited to any amount for the
                          time being held by the Note Trustee on the trusts of
                          the Note Trust Deed and which is available to be
                          applied by the Note Trustee for that purpose; and

                  (ii)    to hold all Definitive Notes and all amounts,
                          documents and records held by them in respect of the
                          US$ Notes on behalf of the Note Trustee; or

                  (iii)   to deliver up all Definitive Notes and all amounts,
                          documents and records held by them in respect of the
                          US$ Notes to the Note Trustee or as the Note Trustee
                          directs in that notice, other than any documents or
                          records which such Paying Agent or Calculation Agent
                          (as the case may be) is obliged not to release by any
                          law or regulation; and

         (b)      by notice in writing to the Trustee require it to make all
                  subsequent payments in respect of the US$ Notes to or to the
                  order of the Note Trustee and not to the Principal Paying
                  Agent and, with effect from the issue of that notice to the
                  Trustee and until that notice is withdrawn, clause 2.3 of the
                  Note Trust Deed shall not apply.

         A payment by the Trustee of its payment obligations on each Payment
         Date under the Series Notice and the Conditions to the Note Trustee in
         accordance with paragraph (b) shall be a good discharge to the Trustee
         to the extent of such payment.

8.       EARLY REDEMPTION OF US$ NOTES

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         (a)      If the Trustee intends to redeem all (but not some only) of
                  the US$ Notes prior to their Maturity Date pursuant to
                  Condition 5(f) or 5(g) (which it may only do at the direction
                  of the Trust Manager), the Trust Manager shall give not less
                  than 5 days' prior notice to the Principal Paying Agent and
                  the Note Trustee before giving the requisite period of notice
                  to the US$ Noteholders in accordance with Condition 5(f) or
                  5(g) (as the case may be) and stating the Quarterly Payment
                  Date on which such US$ Notes are to be redeemed.

         (b)      The Principal Paying Agent shall, on receipt of a notice under
                  paragraph (a):

                 (i)    notify the Common Depository of the proposed redemption,
                        specifying:

                        (A)     the aggregate Principal Amount of US$ Notes to
                                be redeemed;

                        (B)     the amount of principal to be repaid in relation
                                to each US$ Note; and

                        (C)     the date on which the US$ Notes are to be
                                redeemed; and

                 (ii)   promptly and in accordance with the relevant Conditions
                        on behalf of and, subject to clause 23, at the expense
                        of the Trustee publish the notices required in
                        connection with that redemption.









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9.       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES

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         (a)      If the Trustee is required to redeem the US$ Notes prior to
                  their Maturity Date pursuant to Condition 5(a) the Trust
                  Manager shall give 2 days prior notice to the Calculation
                  Agent, the Principal Paying Agent and the Note Trustee, as
                  provided in Condition 5.

         (b)      On receipt of a notice under paragraph (a), the Principal
                  Paying Agent shall notify the Common Depository of the
                  proposed redemption, specifying in each case the aggregate
                  Principal Amount of the US$ Notes to be redeemed and the date
                  on which such US$ Notes are to be redeemed.

         (c)      The Trust Manager shall, on (or as soon as practicable after)
                  each Determination Date, calculate:

                  (i)      the amount of principal to be repaid in respect of
                           each US$ Note due on the Payment Date next following
                           that Determination Date; and

                  (ii)     the Principal Amount of each US$ Note on the first
                           day of the next following Interest Period for the US$
                           Notes (after deducting any principal due to be made
                           on the next Payment Date),

                  and shall forthwith notify or cause to be notified to the
                  Trustee, the Calculation Agent, the Note Trustee, the
                  Principal Paying Agent and each Currency Swap Provider of each
                  of those determinations in accordance with the Series Notice.
                  On receipt of that notice, the Principal Paying Agent shall
                  give a copy of that notice to the Common Depository.

         (d)      The Trust Manager will immediately cause details of each
                  determination under paragraph (d) to be published in
                  accordance with Condition 12 at least one Business Day before
                  the relevant Payment Date.

         (e)      If no principal is due to be repaid on the Class A2 Notes or
                  the Class B1 Notes on any Payment Date, the Trust Manager
                  shall give notice or shall cause a notice to this effect to be
                  given to the Class A2 Noteholders or the Class B1 Noteholders
                  (as the case may be) in accordance with Condition 12.

         (f)      If any Notes are redeemed in whole or in part in accordance
                  with the Conditions and the Transaction Documents, the
                  Principal Paying Agent will, if any Global Notes are still
                  outstanding, cause the Note Registrar to record all relevant
                  details in the Note Register. The Principal Paying Agent shall
                  as soon as possible, and in any event within three months
                  after the date of any redemption or purchase, furnish to each
                  of the Trustee and the Note Trustee a certificate setting out
                  the aggregate Principal Amount of US$ Notes which have been
                  redeemed or the aggregate Principal Amount of US$ Notes which
                  have been purchased. If the Principal Amount of a Global Note
                  is reduced to nil, the Principal Paying Agent shall destroy
                  the relevant Global Note and issue a destruction certificate
                  forthwith to the Note Trustee and shall send a copy of that
                  certificate to the Trustee, the Trust Manager and the Note
                  Trustee.





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10.      NOTICES TO US$ NOTEHOLDERS
--------------------------------------------------------------------------------
         (a)      Subject to clause 23, at the request and expense of the
                  Trustee, the Principal Paying Agent shall arrange for the
                  publication of all notices to US$ Noteholders in accordance
                  with the Conditions.

         (b)      The Principal Paying Agent shall promptly send to the Note
                  Trustee one copy of the form of every notice given to US$
                  Noteholders in accordance with Condition 12.

11.      DOCUMENTS AND FORMS

--------------------------------------------------------------------------------
         (a)      The Trust Manager shall provide to the Principal Paying Agent
                  for distribution to each Paying Agent:

                  (i)     sufficient copies of all documents required by the
                          Conditions or the Note Trust Deed to be available to
                          US$ Noteholders for issue or inspection (including the
                          Note Trust Deed, the Master Trust Deed and the Series
                          Notice);

                  (ii)    in the event of a meeting of US$ Noteholders being
                          called, forms of voting certificates and block voting
                          instructions, together with instructions from the
                          Trustee (those instructions having previously been
                          approved by the Note Trustee) as to the manner of
                          completing, dealing with and recording the issue of
                          such forms; and

                  (iii)   if Definitive Notes are issued, specimens of those
                          Definitive Notes.

         (b)      The Trust Manager and the Trustee shall provide to the
                  Calculation Agent such documents as the Calculation Agent may
                  reasonably require from the Trust Manager or the Trustee (and
                  in the case of the Trustee only those documents that are in
                  the Trustee's possession or power) in order for the
                  Calculation Agent properly to fulfil its duties in respect of
                  the US$ Notes.

12.      AUTHENTICATION

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

         The Principal Paying Agent shall authenticate or cause to be
         authenticated the Global Notes and (if required) the Definitive Notes
         (whether on initial issue or on replacement).

13.      INDEMNITY

--------------------------------------------------------------------------------
         (a)      Subject to paragraph (b) and clause 23, the Trustee shall
                  indemnify each Paying Agent, the Note Registrar and the
                  Calculation Agent against any loss, damages, proceeding,
                  liability, cost, claim, action, demand or expense (in this
                  clause 13, each, an EXPENSE) which the Paying Agent, the Note
                  Registrar or the Calculation Agent, as the case may be, may
                  incur or which may be made against such Paying Agent, the Note
                  Registrar or the Calculation Agent (as the case may be), as a
                  result of or in connection with such Paying Agent's, the Note
                  Registrar's or the Calculation Agent's, as the case may be,
                  appointment or the exercise of such Paying Agent's, the Note
                  Registrar's or the Calculation Agent's, as the case may be,



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                  powers and performance of such Paying Agent's, the Note
                  Registrar or the Calculation Agent's, as the case may be,
                  duties under this agreement, notwithstanding the resignation
                  or removal of that Paying Agent, the Note Registrar or the
                  Calculation Agent in accordance with clause 15 or clause 17
                  (including any liability in respect of payment of a cheque
                  drawn by that Paying Agent where the cheque is collected or
                  sued upon or an attempt at collection is made after the amount
                  in respect of which it is paid has been returned to the
                  Trustee under clause 4).

         (b)      The indemnity in paragraph (a) applies to any Expense of a
                  Paying Agent, the Note Registrar or the Calculation Agent (as
                  the case may be) only:

                  (i)     to the extent the Expense does not result from the
                          breach by the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) of the terms of
                          this agreement or from the Paying Agent's, the Note
                          Registrar's or the Calculation Agent's (as the case
                          may be) own fraud, wilful misconduct, gross negligence
                          or bad faith or that of its directors, officers or
                          employees or servants;

                  (ii)    if and whenever the Trustee or the Trust Manager so
                          requires, the Paying Agent, the Note Registrar or the
                          Calculation Agent (as the case may be) takes any
                          actions or proceedings under the control and at the
                          expense of the Trustee as the Trustee may reasonably
                          require to avoid, resist or compromise that Expense.

         (c)      Each of the Calculation Agent, the Note Registrar and each
                  Paying Agent severally indemnifies the Trustee and the Trust
                  Manager against any Expense which the Trustee or the Trust
                  Manager (as the case may be) may incur or which may be made
                  against it as a result of a breach by the Calculation Agent,
                  the Note Registrar or the Paying Agent (as the case may be) of
                  the terms of this agreement or its own fraud, wilful
                  misconduct, gross negligence or bad faith or that of its
                  directors, officers or employees or servants, including any
                  failure to obtain and maintain in existence any Authorisation
                  required by it for the assumption, exercise and performance of
                  its powers and duties under this agreement.

14.      THE NOTE REGISTER

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

14.1     APPOINTMENT OF NOTE REGISTRAR

         The Trustee appoints The Bank of New York, New York Branch to be the
         initial Note Registrar. The Bank of New York, New York Branch accepts
         that appointment.

14.2     DETAILS TO BE KEPT ON THE NOTE REGISTER

         The Note Registrar shall keep the Note Register with respect to the
         Trust in accordance with the Note Trust Deed, on which shall be entered
         the following information relating to the Trust:

         (a)      (NAME)  the name of the Trust;

         (b)      (CREATION)  the date of the creation of the Trust;

         (c)      (ISSUE DATES) the Issue Dates for US$ Notes issued in relation
                  to the Trust;



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         (d)      (INITIAL PRINCIPAL AMOUNT) the total Initial Principal Amount
                  of each Class of US$ Notes issued on each such Issue Date;

         (e)      (PRINCIPAL AMOUNT) the Principal Amount of each US$ Note from
                  time to time;

         (f)      (DETAILS OF NOTEHOLDERS) the name and address of each US$
                  Noteholder;

         (g)      (NUMBER OF NOTES) the number of US$ Notes held by each US$
                  Noteholder;

         (h)      (DATE OF ENTRY) the date on which a person was entered as the
                  holder of US$ Notes;

         (i)      (DATE OF CESSATION) the date on which a person ceased to be a
                  US$ Noteholder;

         (j)      (ACCOUNT) the account to which any payments due to a US$
                  Noteholder are to be made (if applicable);

         (k)      (PAYMENTS) a record of each payment in respect of the US$
                  Notes; and

         (l)      (ADDITIONAL INFORMATION) such other information as:

                  (i)     is required by the Series Notice;

                  (ii)    the Note Registrar considers necessary or desirable;
                          or

                  (iii)   the Trust Manager or the Trustee reasonably requires
                         in writing with respect to US$ Notes.

14.3     PAYMENTS OF PRINCIPAL AND INTEREST

         (a)      Any payment of principal or interest on any US$ Note shall be
                  endorsed by the Note Registrar on the Note Register. In the
                  case of payments of principal, the Principal Amount of the US$
                  Notes shall be reduced for all purposes by the amount so paid
                  and endorsed on the Note Register. Any such record shall be
                  prima facie evidence that the payment in question has been
                  made.

         (b)      If the amount of principal or interest (as the case may be)
                  due for payment on any US$ Note is not paid in full (including
                  by reason of a deduction or withholding) the Note Registrar
                  shall endorse a record of that shortfall on the Note Register.

14.4     PLACE OF KEEPING REGISTER, COPIES AND ACCESS

         The Note Register shall be:

         (a)      (PLACE KEPT) kept at the principal office of the Note
                  Registrar or at such place as the Trustee, the Trust Manager
                  and the Note Registrar may agree;

         (b)      (ACCESS TO TRUST MANAGER AND AUDITOR) open to the Trustee, the
                  Trust Manager and the Auditor of the Trust to inspect during
                  normal business hours;

         (c)      (INSPECTION BY US$ NOTEHOLDERS) open for inspection by a US$
                  Noteholder during normal business hours but only in respect of
                  information relating to that US$ Noteholder; and

         (d)      (NOT FOR COPYING) not available to be copied by any person
                  (other than the Trustee or the Trust Manager) except in
                  compliance with such terms and conditions (if any) as the
                  Trust Manager, the Trustee and the Note Registrar in their
                  absolute discretion nominate from time to time.



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14.5     DETAILS ON NOTE REGISTER CONCLUSIVE

         (a)      (RELIANCE ON REGISTER) The Trustee shall be entitled to rely
                  on the Note Register as being a correct, complete and
                  conclusive record of the matters set out in it at any time and
                  whether or not the information shown in the Note Register is
                  inconsistent with any other document, matter or thing. The
                  Trustee is not liable to any person in any circumstances
                  whatsoever for any inaccuracy in, or omission from, the Note
                  Register.

         (b)      (NO TRUSTS ETC) The Note Registrar shall not be obliged to
                  enter on the Note Register notice of any trust, Security
                  Interest or other interest whatsoever in respect of any US$
                  Notes and the Trustee shall be entitled to recognise a US$
                  Noteholder as the absolute owner of US$ Notes and the Trustee
                  shall not be bound or affected by any trust affecting the
                  ownership of any US$ Notes unless ordered by a court or
                  required by statute.

14.6     ALTERATION OF DETAILS ON NOTE REGISTER

         On the Note Registrar being notified of any change of name or address
         or payment or other details of a US$ Noteholder by the US$ Noteholder,
         the Note Registrar shall alter the Note Register accordingly.

14.7     RECTIFICATION OF NOTE REGISTER

         If:

         (a)      an entry is omitted from the Note Register;

         (b)      an entry is made in the Note Register otherwise than in
                  accordance with this agreement;

         (c)      an entry wrongly exists in the Note Register;

         (d)      there is an error or defect in any entry in the Note Register;
                  or

         (e)      default is made or unnecessary delay takes place in entering
                  in the Note Register that any person has ceased to be the
                  holder of US$ Notes,

         the Note Registrar may rectify the same.

14.8     CORRECTNESS OF NOTE REGISTER

         The Note Registrar shall not be liable for any mistake, error or
         omission on the Note Register or in any purported copy except to the
         extent that the mistake, error or omission is attributable to its
         fraud, gross negligence or wilful default.

15.      CHANGES OF NOTE REGISTRAR

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


15.1     REMOVAL

         The Trustee (or the Trust Manager on its behalf after advising the
         Trustee) may terminate the appointment of the Note Registrar with the
         prior written approval of the Note Trustee (which approval must not be
         unreasonably withheld or delayed), with effect not less than 60 days
         from that notice.



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15.2     RESIGNATION

         Subject to this clause 15 the Note Registrar may resign its appointment
         at any time by giving to the Trustee, the Trust Manager and the Note
         Trustee not less than 60 days written notice to that effect.

15.3     LIMITATION

         Despite clauses 15.1 and 15.2:

         (a)      no resignation by or termination of the appointment of the
                  Note Registrar shall take effect until a new Note Registrar
                  approved in writing by the Note Trustee has been appointed on
                  terms previously approved in writing by the Note Trustee (in
                  each case, that approval not to be unreasonably withheld or
                  delayed); and

         (b)      the appointment of a new Note Registrar shall be on the terms
                  and subject to the conditions of this agreement and the
                  outgoing Note Registrar shall co-operate fully to do all
                  further acts and things and execute any further documents as
                  may be necessary or desirable to give effect to the
                  appointment of the new Note Registrar.

16.      GENERAL

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


16.1     MEETINGS OF US$ NOTEHOLDERS

         In the event of a meeting of the US$ Noteholders (including an
         adjourned meeting), the Principal Paying Agent shall issue voting
         certificates and block voting instructions and otherwise act as
         provided in the Note Trust Deed. Each Paying Agent will:

         (a)      keep a full and complete record of all voting certificates
                  and/or block voting instructions issued by it; and

         (b)      deliver to the Trustee, the Trust Manager and the Note Trustee
                  not later than 48 hours before the time appointed for holding
                  that meeting full particulars of all voting certificates and
                  block voting instructions issued by it in respect of that
                  meeting.

16.2     AGENCY

         Subject to any other provision of this agreement including, without
         limitation, clause 7, each Paying Agent, the Calculation Agent and the
         Note Registrar shall act solely for and as agent of the Trustee and
         shall not have any obligations towards or relationship of agency or
         trust with any person entitled to receive payments of principal and/or
         interest on the US$ Notes and shall be responsible only for performance
         of the duties and obligations expressly imposed upon it in this
         agreement.

16.3     IDENTITY

         Each Paying Agent shall (except as ordered by a court of competent
         jurisdiction or as required by law) be entitled to treat the person:

         (a)      who is, while a Global Note remains outstanding, the
                  registered owner of that Global Note as the person entitled to
                  receive payments of principal or interest (as applicable) and
                  each person shown in the records of the Common Depository as
                  the holder of any US$ Note represented by a Global Note shall
                  be entitled to receive from the registered owner of that



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                  Global Note any payment so made in accordance with the
                  respective rules and procedures of the Common Depository and
                  on the terms and subject to the conditions of that Global
                  Note;

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

         (c)      who, when a Global Note is no longer outstanding but
                  Definitive Notes in respect of the US$ Notes have not been
                  issued, is for the time being the Note Trustee, as the person
                  entrusted with the receipt of principal or interest, as
                  applicable, on behalf of the relevant US$ Noteholders,

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

16.4     NO SET-OFF

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

16.5     RELIANCE

         Each of the Calculation Agent, the Note Registrar and the Paying Agents
         shall be protected and shall incur no liability for or in respect of
         any action taken, omitted or suffered by it in reliance upon any
         instruction, request or order from the Trustee or the Trust Manager or
         in reliance upon any US$ Note or upon any notice, resolution,
         direction, consent, certificate, affidavit, statement or other paper or
         document reasonably believed by it to be genuine and to have been
         delivered, signed or sent by the proper party or parties.

16.6     ENTITLED TO DEAL

         None of the Calculation Agent, the Note Registrar or the Paying Agents
         shall be precluded from acquiring, holding or dealing in any US$ Notes
         or from engaging or being interested in any contract or other financial
         or other transaction with the Trustee, the Trust Manager or the
         Servicer as freely as if it were not an agent of the Trustee under this
         agreement and in no event whatsoever (other than fraud, wilful
         misconduct, gross negligence or bad faith) shall any Paying Agent, the
         Note Registrar or the Calculation Agent be liable to account to the
         Trustee or any person entitled to receive amounts of principal or
         interest on the US$ Notes for any profit made or fees or commissions
         received in connection with this agreement or any US$ Notes.

16.7     CONSULTATION

         Each of the Calculation Agent, the Note Registrar and the Paying Agents
         may consult as to legal matters with lawyers selected by it, who may be
         employees of or lawyers to the Trustee, the Trust Manager, the relevant
         Paying Agent, the Note Registrar or the Calculation Agent.



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16.8     DUTIES

         Each of the Calculation Agent, the Note Registrar and the Paying Agents
         shall perform the duties, and only the duties, contained in or
         reasonably incidental to this agreement and the Conditions and in the
         US$ Notes and no implied duties or obligations (other than general laws
         as to agency) shall be read into this agreement or the US$ Notes
         against any Paying Agents, the Note Registrar or the Calculation Agent.
         None of the Calculation Agent, the Note Registrar or the Paying Agents
         shall be required to take any action under this agreement which would
         require it to incur any expense or liability, for which (in its
         reasonable opinion) either it would not be reimbursed within a
         reasonable time or in respect of which it has not been indemnified to
         its satisfaction.

17.      CHANGES IN PAYING AGENTS AND CALCULATION AGENT

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


17.1     REMOVAL

         The Trustee (or the Trust Manager with the consent of the Trustee (such
         consent not to be unreasonably withheld)) may at any time:

         (a)      with the prior written approval of the Note Trustee appoint:

                  (i)     additional or alternative Paying Agents; or

                  (ii)    an alternative Calculation Agent;

         (b)      subject to this clause 17, terminate the appointment of any
                  Paying Agent or the Calculation Agent by giving written notice
                  to that effect to each Designated Rating Agency, the
                  Calculation Agent (if its appointment is to be terminated),
                  the Principal Paying Agent and (if different) the Paying Agent
                  whose appointment is to be terminated:

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

                          (A)      an Insolvency Event has occurred in relation
                                   to the Paying Agent or Calculation Agent;

                          (B)      the Paying Agent or Calculation Agent has
                                   ceased its business;

                          (C)      the Paying Agent or Calculation Agent fails
                                   to comply with any of its obligations under
                                   this agreement and, if capable of remedy,
                                   such failure is not remedied within five days
                                   after the earlier of (1) the Paying Agent or
                                   the Calculation Agent, as the case may be,
                                   having become aware or that failure and (2)
                                   the receipt by the Paying Agent or the
                                   Calculation Agent, as the case may be, of
                                   written notice with respect thereto from the
                                   Trustee or Trust Manager; or

                  (ii)    otherwise, with the prior written approval of the Note
                          Trustee (which approval must not be unreasonably
                          withheld or delayed) with effect not less than 60
                          days' from that notice, which date shall be not less
                          than 10 days before nor 10 days after any due date for
                          payment of any US$ Notes.



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17.2     RESIGNATION

         Subject to this clause 17, a Paying Agent or the Calculation Agent may
         resign its appointment under this agreement at any time by giving to
         the Trustee, the Trust Manager, each Designated Rating Agency and
         (where a Paying Agent is resigning and the Paying Agent is not the
         Principal Paying Agent) the Principal Paying Agent not less than 60
         days' written notice to that effect, which notice shall expire not less
         than 30 days before or 30 days after any due date for payment of any
         US$ Notes.

17.3     LIMITATION

         Despite clauses 17.1 and 17.2:

(a)               no resignation by or termination of the appointment of the
                  Principal Paying Agent shall take effect until a new Principal
                  Paying Agent approved in writing by the Note Trustee has been
                  appointed on terms previously approved in writing by the Note
                  Trustee (in each case, that approval not to be unreasonably
                  withheld or delayed);

         (b)      subject to clause 17.3(a), if any Paying Agent or the
                  Calculation Agent resigns in accordance with clause 17.2, but
                  by the day falling 15 days before the expiry of any notice
                  under clause 17.2 the Trustee or the Trust Manager has not
                  appointed a new Paying Agent or Calculation Agent then the
                  relevant Paying Agent or Calculation Agent (as the case may
                  be) may appoint in its place any reputable bank or trust
                  company of good standing approved in writing by the Note
                  Trustee and appointed on terms previously approved in writing
                  by the Note Trustee (in each case, that approval not to be
                  unreasonably withheld or delayed);

         (c)      no appointment or termination of the appointment of any Paying
                  Agent or the Calculation Agent (as the case may be) shall take
                  effect unless and until notice has been given to the US$
                  Noteholders in accordance with the Conditions;

         (d)      the appointment of any additional Paying Agent shall be on the
                  terms and subject to the conditions of this agreement and each
                  of the parties to this agreement shall co-operate fully to do
                  all further acts and things and execute any further documents
                  as may be necessary or desirable to give effect to the
                  appointment of the Paying Agent (which shall not, except in
                  the case of an appointment under clause 17.1(a) or a
                  termination under clause 17.1(b)(ii) or a resignation under
                  clause 17.2, be at the cost of the Trustee or Trust Manager).

         (e)      In addition, the Trustee at the direction of the Trust Manager
                  shall forthwith appoint a Paying Agent in New York City in the
                  circumstances described in Condition 6(b) (if there is no such
                  Paying Agent at the time) and while such circumstances subsist
                  maintain such a Paying Agent. Notice of any such termination
                  or appointment and of any change in the office through which
                  any Paying Agent will act will be given by the Trust Manager
                  on behalf of the Trustee in accordance with Condition 12.

17.4     DELIVERY OF AMOUNTS

         If the appointment of the Principal Paying Agent terminates, the
         Principal Paying Agent shall, on the date on which that termination
         takes effect, pay to the successor Principal Paying Agent any amount
         held by it for payment of principal or interest in respect of any US$
         Note and shall deliver to




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         the successor Principal Paying Agent all records maintained by it
         pursuant to this agreement and all documents (including any Definitive
         Notes) held by it.

17.5     SUCCESSOR PAYING AGENTS

         (a)      On the execution by the Trustee, the Trust Manager and any
                  successor Paying Agent of an instrument effecting the
                  appointment of that successor Paying Agent, that successor
                  Paying Agent shall, without any further act, deed or
                  conveyance, become vested with all the authority, rights,
                  powers, trusts, immunities, duties and obligations of its
                  predecessor with effect as if originally named as Paying Agent
                  (or in the case of a successor Principal Paying Agent, as if
                  originally named as Principal Paying Agent) in this agreement
                  and that predecessor, on payment to it of the pro rata
                  proportion of its administration fee and disbursements then
                  unpaid (if any), shall have no further liabilities under this
                  agreement, except for any accrued liabilities arising from or
                  relating to any act or omission occurring prior to the date on
                  which the successor Paying Agent is appointed.

         (b)      Any corporation:

                  (i)     into which a Paying Agent is merged;

                  (ii)    with which a Paying Agent is consolidated;

                  (iii)   resulting from any merger or consolidation to which a
                          Paying Agent is a party;

                  (iv)    to which a Paying Agent sells or otherwise transfers
                          all or substantially all the assets of its corporate
                          trust business,

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective and to the
                  extent permitted by applicable law, become a successor Paying
                  Agent under this agreement without the execution or filing of
                  any agreement or document or any further act on the part of
                  the parties to this agreement, unless otherwise required by
                  the Trustee or the Trust Manager, and after that effective
                  date all references in this agreement to a Paying Agent (or in
                  the case of a successor Principal Paying Agent, to the
                  Principal Paying Agent) shall be references to that
                  corporation.

17.6     SUCCESSOR TO CALCULATION AGENT

         (a)      On the execution by the Trustee, the Trust Manager and any
                  successor Calculation Agent of an instrument effecting the
                  appointment of that successor Calculation Agent, that
                  successor Calculation Agent shall, without any further act,
                  deed or conveyance, become vested with all the authority,
                  rights, powers, trusts, immunities, duties and obligations of
                  its predecessor with effect as if originally named as
                  Calculation Agent in this agreement and that predecessor, on
                  payment to it of the pro rata proportion of its administration
                  fee and disbursements then unpaid (if any), shall have no
                  further liabilities under this agreement, except for any
                  accrued liabilities arising from or relating to any act or
                  omission occurring prior to the date on which the successor
                  Calculation Agent is appointed.

        (b)       Any corporation:

                  (i)     into which the Calculation Agent is merged;


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                  (ii)    with which the Calculation Agent is consolidated;

                  (iii)   resulting from any merger or consolidation to which
                          the Calculation Agent is a party;

                  (iv)    to which the Calculation Agent sells or otherwise
                          transfers all or substantially all the assets of its
                          corporate trust business,

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective and to the
                  extent permitted by applicable law, become the successor
                  Calculation Agent under this agreement without the execution
                  or filing of any agreement or document or any further act on
                  the part of the parties to this agreement, unless otherwise
                  required by the Trustee or the Trust Manager, and after that
                  effective date all references in this agreement to the
                  Calculation Agent shall be references to that corporation.

17.7     NOTICE TO US$ NOTEHOLDERS

         The Trust Manager on behalf of the Trustee shall, within 14 days of:

         (a)      the termination of the appointment of any Paying Agent or the
                  Calculation Agent;

         (b)      the appointment of a new Paying Agent or Calculation Agent; or

         (c)      the resignation of any Paying Agent or Calculation Agent,

         give to the US$ Noteholders notice of the termination, appointment or
         resignation in accordance with Condition 12 (in the case of a
         termination under clause 17.1(b)(i) at the cost of the outgoing Paying
         Agent or the Calculation Agent, as the case may be).

17.8     CHANGE IN PAYING OFFICE OR SPECIFIED OFFICE

         (a)      If any Paying Agent proposes to change its Paying Office or to
                  nominate a further Paying Office (which must be within the
                  same city as its previous Paying Office), it must give to the
                  Trustee, the Trust Manager, the Note Trustee and, in the case
                  of a change in the Paying Office of a Paying Agent other than
                  the Principal Paying Agent, the Principal Paying Agent, not
                  less than 30 days' prior written notice of that change, giving
                  the address of the new Paying Office and stating the date on
                  which the change is to take effect. No change of Paying Office
                  may occur within the period between 30 days before and 30 days
                  after any due date for payment of any US$ Notes.

         (b)      If the Calculation Agent proposes to change its Specified
                  Office (which must be in New York City or such other
                  jurisdiction as the Calculation Agent, the Trustee and the
                  Trust Manager agree from time to time), or to nominate a
                  further Specified Office, it must give to the Trustee, the
                  Trust Manager and the Note Trustee, not less than 30 days'
                  prior written notice of that change, giving the address of the
                  new Specified Office and stating the date on which the change
                  is to take effect.

         (c)      The Trust Manager, on behalf of the Trustee, must, within 14
                  days of receipt of a notice under paragraph (a) (unless the
                  appointment is to terminate pursuant to clause 17.1 on or
                  prior to the date of that change) give to the US$ Noteholders
                  notice in accordance with the



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                  Conditions of that change and of the address of the new Paying
                  Office or Specified Office (as the case may be).

18.      FEES AND EXPENSES

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

         (a)      The Trustee shall pay to the Principal Paying Agent during the
                  period when any of the US$ Notes remain outstanding the
                  administration fee separately agreed by the Principal Paying
                  Agent and the Trustee, together with any out-of-pocket
                  expenses properly incurred (including any legal fees and
                  expenses). If the appointment of the Principal Paying Agent is
                  terminated under this agreement, the Principal Paying Agent
                  must refund to the Trustee that proportion of the fee (if any)
                  which relates to the period during which the Principal Paying
                  Agent will not be the Principal Paying Agent.

         (b)      The Trustee shall pay to the Calculation Agent during the
                  period when any of the US$ Notes remain outstanding the fee
                  separately agreed by the Calculation Agent, the Trust Manager
                  and the Trustee, together with any out-of-pocket expenses
                  properly incurred (including any legal fees and expenses). If
                  the appointment of the Calculation Agent is terminated under
                  this agreement, the Calculation Agent must refund to the
                  Trustee that proportion of the fee (if any) which relates to
                  the period during which the Calculation Agent will not be the
                  Calculation Agent.

         (c)      The Trustee shall pay to the Note Registrar during the period
                  when any of the US$ Notes remain outstanding the fee
                  separately agreed by the Note Registrar, the Trust Manager and
                  the Trustee, together with any out-of-pocket expenses
                  reasonably incurred (including any legal fees and expenses).
                  If the appointment of the Note Registrar is terminated under
                  this agreement, the Note Registrar must refund to the Trustee
                  that proportion of the fee (if any) which relates to the
                  period during which the Note Registrar will not be the Note
                  Registrar.

         (d)      Save as provided in paragraphs (a), (b) and (c), or as
                  expressly provided elsewhere in this agreement, neither the
                  Trustee nor the Trust Manager shall have any liability in
                  respect of any fees or expenses of the Calculation Agent, Note
                  Registrar, Principal Paying Agent or any other Paying Agent in
                  connection with this agreement.

         (e)      The above fees, payments and expenses shall be paid in US
                  dollars and the Trustee shall in addition pay any GST which
                  may be applicable. The Principal Paying Agent shall arrange
                  for payment of commissions to the other Paying Agents and
                  arrange for the reimbursement of their expenses promptly upon
                  demand, supported by evidence of that expenditure, and
                  provided that payment is made as required by paragraph (a) the
                  Trustee shall not be concerned with or liable in respect of
                  that payment.

19.      WAIVERS, REMEDIES CUMULATIVE

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

         (a)      No failure to exercise and no delay in exercising any right,
                  power or remedy under this agreement operates as a waiver. Nor
                  does any single or partial exercise of any right, power or
                  remedy preclude any other or further exercise of that or any
                  other right, power or remedy.



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         (b)      The rights, powers and remedies provided to a party in this
                  agreement are in addition to, and do not exclude or limit, any
                  right, power or remedy provided by law.

20.      SEVERABILITY OF PROVISIONS

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

         Any provision of this agreement which is prohibited or unenforceable in
         any jurisdiction is ineffective as to that jurisdiction to the extent
         of the prohibition or unenforceability. That does not invalidate the
         remaining provisions of this agreement nor affect the validity or
         enforceability of that provision in any other jurisdiction.

21.      ASSIGNMENTS

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

         No party may assign or transfer any of its rights or obligations under
         this agreement without the prior written consent of the other parties,
         or if the rating of any US$ Notes would be withdrawn or reduced as a
         result of the assignment, except for the creation of a charge by the
         Trustee under the Security Trust Deed.

22.      NOTICES

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

22.1     GENERAL

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this agreement:

         (a)      must be in writing;

         (b)      must be signed by an Authorised Signatory of the sender; and

         (c)      will be taken to be duly given or made:

                  (i)     (in the case of delivery in person or by post) when
                          delivered, received or left at the address of the
                          recipient shown in clause 22.2 or to any other address
                          which it may have notified by the recipient to the
                          sender under this clause 22;

                  (ii)    (in the case of facsimile transmission) on receipt of
                          a transmission report confirming successful
                          transmission to the number shown in clause 22.2 or any
                          other number notified by the recipient to the sender
                          under this clause 22; and

                  (iii)   (in the case of a telex) on receipt by the sender of
                          the answerback code of the recipient at the end of
                          transmission to the number shown in clause 22.2 or any
                          other number notified by the recipient to the sender
                          under this clause 22 (with the exception of the
                          Trustee, which cannot receive any notices by telex),

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 4.00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place.



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                  Any party may by notice to each party change its address,
                  facsimile, telex or telephone number under this clause 22.1.

22.2     DETAILS

         The address, facsimile and telex of each party at the date of this
         agreement are as follows:

         THE TRUSTEE

         PERPETUAL TRUSTEES VICTORIA LIMITED

         Level 7
         9 Castlereagh Street
         Sydney  NSW  2000
         Australia

         Tel:              61 2 9229 9000
         Fax:              61 2 9221 7870

         Attention:        Manager - Securitisation

         THE TRUST MANAGER

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED

         Level 28
         367 Collins Street
         Melbourne  VIC  3000
         Australia

         Tel:              61 3 9612 1111
         Fax:              61 3 9621 2368

         Attention:        Chief Executive Officer

         THE SERVICER

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED
         Level 28
         367 Collins Street
         Melbourne  VIC  3000
         Australia

         Tel:              61 3 9612 1111
         Fax:              61 3 9621 2368

         Attention:        Chief Executive Officer



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         THE NOTE TRUSTEE

         THE BANK OF NEW YORK, NEW YORK BRANCH

         101 Barclay Street
         21W New York
         New York 10286
         United States

         Tel:              44 207 964 6396 (c/o London)
         Telex:            N/A
         Fax:              44 207 964 6061 (c/o London)

         Attention:        Corporate Trust - Global Structured Finance

         with a copy to:

         THE BANK OF NEW YORK, LONDON BRANCH

         One Canada Square
         London,  E14 5AL
         United Kingdom

         THE PRINCIPAL PAYING AGENT

         THE BANK OF NEW YORK, NEW YORK BRANCH

         101 Barclay Street
         21W New York
         New York 10286
         United States

         Tel:              44 207 964 6396 (c/o London)
         Telex:            N/A
         Fax:              44 207 964 6061 (c/o London)

         Attention:        Corporate Trust - Global Structured Finance

         with a copy to:

         THE BANK OF NEW YORK, LONDON BRANCH

         One Canada Square
         London,  E14 5AL
         United Kingdom

         THE NOTE REGISTRAR

         THE BANK OF NEW YORK, NEW YORK BRANCH

         101 Barclay Street
         21W New York
         New York 10286
         United States



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         Tel:              44 207 964 6396 (c/o London)
         Telex:            N/A
         Fax:              44 207 964 6061 (c/o London)

         Attention:        Corporate Trust - Global Structured Finance

         with a copy to:

         THE BANK OF NEW YORK, LONDON BRANCH

         One Canada Square
         London,  E14 5AL
         United Kingdom

22.3     COMMUNICATION THROUGH PRINCIPAL PAYING AGENT

         All communications relating to this agreement between the Trustee or
         the Trust Manager, the Note Registrar and the Calculation Agent and any
         of the Paying Agents or between the Paying Agents themselves shall,
         save as otherwise provided in this agreement, be made through the
         Principal Paying Agent.

23.      LIMITED RECOURSE

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

23.1     GENERAL

         Clause 32 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Trust Manager under this agreement.

23.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY

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

         (b)      The parties other than the Trustee may not sue the Trustee in
                  any capacity other than as trustee of the Trust or seek the
                  appointment of a receiver (except in relation to the Assets of
                  the Trust), liquidator, administrator or similar person to the
                  Trustee or prove in any liquidation, administration or
                  arrangements of or affecting the Trustee (except in relation
                  to the Assets of the Trust).

         (c)      The provisions of this clause 23.2 do not apply to any
                  obligation or liability of the Trustee 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
                  Trustee's indemnification out of the Assets of the Trust as a
                  result of the Trustee's fraud, negligence, or wilful default.



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         (d)      It is acknowledged that the Relevant Parties are responsible
                  under the Transaction Documents for performing a variety of
                  obligations relating to the Trust. No act or omission of the
                  Trustee (including any related failure to satisfy its
                  obligations or breach of representation or warranty under the
                  Transaction Documents) will be considered fraud, negligence or
                  wilful default of the Trustee for the purpose of paragraph
                  (iii) of this clause 23.2 to the extent to which the act or
                  omission was caused or contributed to by any failure by the
                  Relevant Parties (other than a person whose acts or omissions
                  the Trustee is liable for in accordance with the Transaction
                  Documents) to fulfil its obligations relating to the Trust or
                  by any other act or omission of the Relevant Parties (other
                  than a person whose acts or omissions the Trustee is liable
                  for in accordance with the Transaction Documents) regardless
                  of whether or not that act or omission is purported to be done
                  on behalf of the Trustee.

         (e)      No attorney, agent, receiver or receiver and manager appointed
                  in accordance with a Transaction Document has authority to act
                  on behalf of the Trustee in a way which exposes the Trustee to
                  any personal liability and no act or omission of any such
                  person will be considered fraud, negligence or wilful default
                  of the Trustee for the purpose of paragraph (c) of this clause
                  23.2, provided (in the case of any person selected and
                  appointed by the Trustee) that the Trustee has exercised
                  reasonable care in the selection of such persons.

         (f)      In this clause 23.2, "RELEVANT PARTY" means each of the Trust
                  Manager, the Servicer, the Calculation Agent, each Paying
                  Agent, the Note Trustee and any Support Facility Provider.

23.3     UNRESTRICTED REMEDIES

         Nothing in clause 23.2 limits a Paying Agent or the Calculation Agent
         in:

         (a)      obtaining an injunction or other order to restrain any breach
                  of this agreement by any party;

         (b)      obtaining declaratory relief; or

         (c)      in relation to its rights under the Security Trust Deed.

23.4     RESTRICTED REMEDIES

         Except as provided in clauses 23.3 and 23.2(c) neither any Paying Agent
         nor the Calculation Agent shall:

         (a)      (JUDGMENT) obtain a judgment for the payment of money or
                  damages by the Trustee;

         (b)      (STATUTORY DEMAND) issue any demand under s459E(1) of the
                  Corporations Act (or any analogous provision under any other
                  law) against the Trustee;

         (c)      (WINDING UP) apply for the winding up or dissolution of the
                  Trustee;

         (d)      (EXECUTION) levy or enforce any distress or other execution
                  to, on, or against any assets of the Trustee;

         (e)      (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court of a receiver to any of the assets of the Trustee;

         (f)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee; or



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         (g)      (ADMINISTRATOR) appoint, or agree to the appointment, of any
                  administrator to the Trustee,

         or take proceedings for any of the above and each Paying Agent and the
         Calculation Agent waives its rights to make those applications and take
         those proceedings.

24.      COUNTERPARTS

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

         This agreement may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

25.      GOVERNING LAW

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

         This agreement is governed by the laws of New South Wales. Each party
         submits to the non-exclusive jurisdiction of the courts exercising
         jurisdiction there.

26.      SUCCESSOR TRUSTEE

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

         Each Paying Agent, the Calculation Agent and the Note Registrar shall
         do all things reasonably necessary to enable any successor Trustee
         appointed under clause 23 of the Master Trust Deed to become the
         Trustee under this agreement.

EXECUTED as an agreement.

Each attorney executing this agreement states that he has no notice of
revocation or suspension of his power of attorney.

TRUSTEE

SIGNED on behalf of                              )
PERPETUAL TRUSTEES VICTORIA LIMITED              )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held



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TRUST MANAGER

SIGNED on behalf of                              )
INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED  )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held



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SERVICER

SIGNED on behalf of                              )
INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED     )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held



NOTE TRUSTEE

SIGNED on behalf of                              )
THE BANK OF NEW YORK, LONDON BRANCH              )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held



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PRINCIPAL PAYING AGENT

SIGNED on behalf of                              )
THE BANK OF NEW YORK, NEW YORK BRANCH            )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held

CALCULATION AGENT

SIGNED on behalf of                              )
THE BANK OF NEW YORK, NEW YORK BRANCH            )
                                                 )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held

NOTE REGISTRAR



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SIGNED on behalf of                              )
THE BANK OF NEW YORK, NEW YORK BRANCH            )
in the presence of:                              )

                                       -----------------------------------------
                                       Signature

-----------------------------------    -----------------------------------------
Signature                              Print name

-----------------------------------    -----------------------------------------
Print name                             Office held



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