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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






                                                     Interstar Millennium Trusts

                                       Interstar Millennium Series 2004-2G 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 2004

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TABLE OF CONTENTS

1.    DEFINITIONS AND INTERPRETATION                                           2
      1.1         Definitions                                                  2
      1.2         Definitions in Master Trust Deed, Series Notice,
                    Note Trust Deed and Conditions                             3
      1.3         Interpretation                                               3
      1.4         Document or agreement                                        3
      1.5         Transaction Document                                         3
      1.6         Trustee as trustee                                           4

2.    APPOINTMENT OF PAYING AGENTS                                             4

3.    PAYMENT                                                                  4
      3.1         Payment by Trustee                                           4
      3.2         Confirmation                                                 5
      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                                        6
      3.8         Reimbursement                                                6
      3.9         Method of payment                                            6
      3.10        Trust                                                        7

4.    REPAYMENT                                                                7

5.    APPOINTMENT OF THE CALCULATION AGENT                                     7

6.    DUTIES OF THE CALCULATION AGENT                                          7

7.    NOTE TRUSTEE                                                             9

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                                                          12

13.   INDEMNITY                                                               12

14.   THE NOTE REGISTER                                                       13
      14.1        Appointment of Note Registrar                               13
      14.2        Details to be kept on the Note Register                     13
      14.3        Payments of Principal and Interest                          13
      14.4        Place of keeping Register, copies and access                14
      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                                15

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15.   CHANGES OF NOTE REGISTRAR                                               15
      15.1        Removal                                                     15
      15.2        Resignation                                                 15
      15.3        Limitation                                                  15
      15.4        Successor to Note Registrar                                 15

16.   GENERAL                                                                 16
      16.1        Meetings of US$ Noteholders                                 16
      16.2        Agency                                                      16
      16.3        Identity                                                    16
      16.4        No set-off                                                  17
      16.5        Reliance                                                    17
      16.6        Entitled to deal                                            17
      16.7        Consultation                                                18
      16.8        Duties                                                      18

17.   CHANGES IN PAYING AGENTS AND CALCULATION AGENT                          18
      17.1        Removal                                                     18
      17.2        Resignation                                                 19
      17.3        Limitation                                                  19
      17.4        Delivery of amounts                                         20
      17.5        Successor Paying Agents                                     20
      17.6        Successor to Calculation Agent                              20
      17.7        Notice to US$ Noteholders                                   21
      17.8        Change in Paying Office or Specified Office                 21

18.   FEES AND EXPENSES                                                       22

19.   WAIVERS, REMEDIES CUMULATIVE                                            23

20.   SEVERABILITY OF PROVISIONS                                              23

21.   ASSIGNMENTS                                                             23

22.   NOTICES                                                                 23
      22.1        General                                                     23
      22.2        Details                                                     24
      22.3        Communication through Principal Paying Agent                26

23.   LIMITED RECOURSE                                                        26
      23.1        General                                                     26
      23.2        Liability of Trustee limited to its right to indemnity      26
      23.3        Unrestricted remedies                                       27
      23.4        Restricted remedies                                         27

24.   COUNTERPARTS                                                            28

25.   GOVERNING LAW                                                           28

26.   SUCCESSOR TRUSTEE                                                       28

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DATE                                                                      200[*]
---------


PARTIES
---------

   1.    PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of Level 28,
         360 Collins Street, Melbourne, Victoria in its capacity as trustee of
         Interstar Millennium Series 2004-2G Trust (the TRUSTEE);

   2.    INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ABN 56 100 346 898) 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 28, 367 Collins Street, Melbourne, Victoria in its capacity as
         Servicer (the SERVICER); and

   4.    THE BANK OF NEW YORK as principal paying agent for the 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 calculation
         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$[*] of Class A Mortgage Backed
         Floating Rate Notes, US$[*] of Class AB Mortgage Backed Floating Notes
         and US$[*] of Class B Mortgage Backed Floating Rate Notes (the US$
         NOTES).

   B     The US$ Notes, upon original issue, will be issued in the form of two
         Class A Global Notes (in the case of the Class A Notes), a Class AB
         Global Note (in the case of the Class AB Notes) and a Class B Global
         Note (in the case of the Class B Notes). The Trustee shall, on the date
         of this deed, deliver or arrange the delivery on its behalf of each
         Global Note for US$ Notes to the Principal Paying Agent, as agent for
         the relevant Clearing Agency. Each Global Note for US$ Notes shall
         initially be registered on the Note Register in the name of Cede & Co,
         as nominee of DTC, 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.

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   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.

   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 4 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
         31 December 2003 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 and any US$ Notes,
         the office of the Paying Agent specified in those US$ Notes or
         otherwise under this agreement or the Note Trust Deed as the office at
         which payments in respect of those 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.

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         TRUST means the trust known as the Interstar Millennium Series 2004-2G
         Trust established under the Notice of Creation of Trust, the Master
         Trust Deed and the Series Notice.

1.2      DEFINITIONS IN MASTER TRUST DEED, SERIES NOTICE, NOTE TRUST DEED AND
         CONDITIONS

         (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 relevant 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 relevant 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;

         (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; and

         (c)   all references to costs or charges or expenses include GST, any
               value added tax or similar tax charged or chargeable in respect
               of the charge or expense.

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.

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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

               (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
               relevant 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 in respect of US$ Notes and the relevant
         Conditions.

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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.

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
         relevant 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 relevant Common
         Depository for credit to the account of the persons appearing from time
         to time in the records of the relevant Common Depository as account
         holders with respect to, and whilst any of the relevant 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 relevant 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:

               (i)       in the case of any payment in respect of the US$ Notes
                         made on or prior to 1.00pm (New York time) on a Payment
                         Date, make payments required to be made by it in
                         respect of the US$ Notes as provided in this clause 3
                         (other than clause 3.6(a)(ii)); and

               (ii)      in the case of any payment in respect of the US$ Notes
                         made after 1.00pm (New York time) on a Payment Date,
                         make payments required to be made by it in respect of
                         the US$ Notes on the next Business Day occurring after
                         that Payment Date and otherwise 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.

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         (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 relevant
               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 the relevant 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 the relevant Conditions in respect of the US$
         Note is not unconditionally received by it or to its order in
         accordance with this agreement.

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 relevant
         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 in respect of US$ Notes or US$ Noteholders
               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 the relevant 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, in accordance with clause 22, 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.

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         (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 accounts referred to in
               paragraph (a) and paragraph (b) and it need not segregate such
               sums from other amounts held by it, except as required by law.

3.10     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.

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:

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               (i)       perform such duties at its Specified Office as are set
                         forth in this agreement and in the relevant 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 the relevant Condition
                         4 and confirm with each Currency Swap Provider (using
                         the contact details notified by each Currency Swap
                         Provider to the Calculation Agent) that the LIBOR
                         determined under this agreement is the same as the
                         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 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
               the relevant 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

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               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 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 relevant 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 the US$ Notes prior to their
               Maturity Date pursuant to the relevant Condition 5(b)(ii),
               5(b)(iii), 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 the relevant Condition 5(b)(ii),
               5(b)(iii), 5(f) or

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               5(g) (as the case may be) and stating the 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 each 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.

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

         (a)   If the Trustee is required to redeem the US$ Notes prior to their
               Maturity Date pursuant to the relevant 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
               the relevant Condition 5.

         (b)   On receipt of a notice under paragraph (a), the Principal Paying
               Agent shall notify each 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 each Common Depository.

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

         (e)   If no principal is due to be repaid on the Class A Notes, the
               Class AB Notes or the Class B 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 A Noteholders, the Class AB
               Noteholders or the Class B Noteholders (as the case may be) in
               accordance with the relevant Condition 12.

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         (f)   If any US$ Notes are redeemed in whole or in part in accordance
               with the relevant Conditions and the Transaction Documents, the
               Principal Paying Agent will if any Class A Global Note, Class AB
               Global Note or Class B Global Note is still outstanding, cause
               the Note Registrar to record all relevant details in the Note
               Register.

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 relevant
               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 the relevant 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
                         relevant 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 a Paying

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               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,
               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 to be the initial Note
         Registrar. The Bank of New York 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:

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         (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;

         (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

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         (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.

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, wilful misconduct, gross negligence or bad faith.

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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
         effect not less than 60 days from that notice.

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 has been
               appointed; 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.

15.4     SUCCESSOR TO NOTE REGISTRAR

         (a)   On the execution by the Trustee, the Trust Manager and any
               successor Note Registrar of an instrument effecting the
               appointment of that successor Note Registrar, that successor Note
               Registrar 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 Note Registrar 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
               Note Registrar is appointed.

         (b)   Any corporation:

               (i)       into which the Note Registrar is merged;

               (ii)      with which the Note Registrar is consolidated;

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

               (iv)      to which the Note Registrar 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 Note Registrar 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 Note Registrar shall be references to that
               corporation.

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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 Class A Global Note, Class AB Global Note or
               Class B 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 a Common Depository as the holder of any US$ Note
               represented by a Global Note shall be entitled to receive from,
               while a Class A Global Note, a Class AB Global Note or a Class B
               Global Note remains outstanding, the registered owner of that
               Global Note; and

               any payment so made in accordance with the respective rules and
               procedures of that Clearing Agency 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.

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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
         or any director or officer of the same shall be precluded from
         acquiring, holding or dealing in any US$ Note or from engaging or being
         interested in any contract or other financial or other transaction or
         arrangement 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 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.

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:

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         (a)   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 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.

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 not be given
         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 has been appointed;

         (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;

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         (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 relevant Conditions; and

         (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).

         In addition, the Trustee at the direction of the Trust Manager shall
         forthwith appoint a Paying Agent in New York City and/or London (as the
         case may be) in the circumstances described in the relevant 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 the relevant 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 the successor Principal Paying Agent all
         records maintained by it pursuant to this agreement and all documents
         (including any Definitive Notes) held by it pursuant to this agreement.

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; or

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

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                        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;

               (ii)      with which the Calculation Agent is consolidated;

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

               (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 the relevant 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).

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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.

         (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 relevant 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 Trust Manager (on behalf of 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.

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         (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.

         (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
--------------------------------------------------------------------------------

         Subject to clauses 15.4(b), 17.5(b) and 17.6(b), 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:

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               (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.

         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

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         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


         THE NOTE TRUSTEE

         THE BANK OF NEW YORK

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


         Tel:        +1 212 815 5881
         Telex:      N/A
         Fax:        +1 212 815 5915/5917

         Attention:  Corporate Trust - Global Structured Finance

         THE PRINCIPAL PAYING AGENT

         THE BANK OF NEW YORK

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


         Tel:        +1 212 815 5881
         Telex:      N/A
         Fax:        +1 212 815 5915/5917

         Attention:  Corporate Trust - Global Structured Finance

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         THE NOTE REGISTRAR

         THE BANK OF NEW YORK

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


         Tel:        +1 212 815 5881
         Telex:      N/A
         Fax:        +1 212 815 5915/5917

         Attention:  Corporate Trust - Global Structured Finance

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 (as amended by the Series Notice)
         applies to the obligations and liabilities of the Trustee and the Trust
         Manager under this agreement, except that any reference to TRUST refers
         to THE TRUST.

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

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               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.

         (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 (c) 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)   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;

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

         (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 or she has no notice of
revocation or suspension of his or her power of attorney.



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TRUSTEE



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


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


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



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                     )
in the presence of:                      )
                                             -----------------------------------
                                             Signature


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


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


PRINCIPAL PAYING AGENT


SIGNED on behalf of                      )
THE BANK OF NEW YORK                     )
in the presence of:                      )
                                             -----------------------------------
                                             Signature


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


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


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CALCULATION AGENT


SIGNED on behalf of                      )
THE BANK OF NEW YORK                     )
in the presence of:                      )
                                             -----------------------------------
                                             Signature


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


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


NOTE REGISTRAR


SIGNED on behalf of                      )
THE BANK OF NEW YORK                     )
in the presence of:                      )
                                             -----------------------------------
                                             Signature


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


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


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