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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 2003-5G Trust






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



                         (C) Copyright Allens Arthur Robinson 2003



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Agency Agreement                                         Allens Arthur Robinson

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TABLE OF CONTENTS

1.       DEFINITIONS AND INTERPRETATION                                       2
         1.1      Definitions                                                 2
         1.2      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                                          3

2.       APPOINTMENT OF PAYING AGENTS                                         4

3.       PAYMENT                                                              4
         3.1      Payment by Trustee                                          4
         3.2      Confirmation                                                4
         3.3      Payments by Paying Agents                                   5
         3.4      Method of Payment - Global Notes                            5
         3.5      Method of payment - Definitive Notes                        5
         3.6      Late payment                                                5
         3.7      Notice of non-receipt                                       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                                                         8

8.       EARLY REDEMPTION OF US$ NOTES                                        9

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

10.      NOTICES TO US$ NOTEHOLDERS                                          11

11.      DOCUMENTS AND FORMS                                                 11

12.      AUTHENTICATION                                                      11

13.      INDEMNITY                                                           11

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

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15.      CHANGES OF NOTE REGISTRAR                                           14
         15.1     Removal                                                    14
         15.2     Resignation                                                14
         15.3     Limitation                                                 15
         15.4     Successor to Note Registrar                                15

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

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

18.      FEES AND EXPENSES                                                   21

19.      WAIVERS, REMEDIES CUMULATIVE                                        22

20.      SEVERABILITY OF PROVISIONS                                          22

21.      ASSIGNMENTS                                                         22

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

23.      LIMITED RECOURSE                                                    25
         23.1     General                                                    25
         23.2     Liability of Trustee limited to its right to indemnity     25
         23.3     Unrestricted remedies                                      26
         23.4     Restricted remedies                                        26

24.      COUNTERPARTS                                                        27

25.      GOVERNING LAW                                                       27

26.      SUCCESSOR TRUSTEE                                                   27



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Agency Agreement                                         Allens Arthur Robinson

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DATE                                                                       2003
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PARTIES
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         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 2003-5G 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 31, 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 reference
                agent from time to time) and as note registrar in relation to
                the US$ Notes described below (the NOTE REGISTRAR, which
                expression shall, wherever the context requires, include any
                successor note registrar from time to time under this
                agreement).

RECITALS
-------------
         A      The Trustee proposes to issue US$[750,000,000] of Class A2
                Mortgage Backed Floating Rate Notes and US$[28,000,000] of Class
                B1 Mortgage Backed Floating Rate Notes (the US$ NOTES).

         B      The US$ Notes, upon original issue, will be issued in the form
                of two Class A2 Global Notes (in the case of the Class A2 Notes)
                and a Class B1 Global Note (in the case of the Class B1 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.

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


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         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
         [*] 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.

         TRUST means the trust known as the Interstar Millennium Series 2003-5G
         Trust established under the Notice of Creation of Trust, the Master
         Trust Deed and the Series Notice.


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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.

1.6      TRUSTEE AS TRUSTEE

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


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                (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.

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


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         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.

         (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

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                (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.

         (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.

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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:

                (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$


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                       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 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:



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         (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 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

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                (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 A2 Notes or the
                Class B1 Notes on any Payment Date, the Trust Manager shall give
                notice or shall cause a notice to this effect to be given to the
                Class A2 Noteholders or the Class B1 Noteholders (as the case
                may be) in accordance with the relevant Condition 12.

         (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 A2 Global Note or Class
                B1 Global Note is still outstanding, cause the Note Registrar to
                record all relevant details in the Note Register.


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10.      NOTICES TO US$ NOTEHOLDERS
--------------------------------------------------------------------------------

         (a)    Subject to clause 23, at the request and expense of the Trustee,
                the Principal Paying Agent shall arrange for the publication of
                all notices to US$ Noteholders in accordance with the 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 Agent, the Note
                Registrar or the Calculation Agent, as the case may be, may
                incur or which may be made against such Paying Agent, the Note
                Registrar or the Calculation Agent (as the case may be), as a
                result of or in connection with such Paying Agent's, the Note
                Registrar's or the Calculation Agent's, as the case may be,
                appointment or the exercise of such Paying Agent's, the Note
                Registrar's or the Calculation Agent's, as the case may be,


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

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

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

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

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

14.      THE NOTE REGISTER
--------------------------------------------------------------------------------
14.1     APPOINTMENT OF NOTE REGISTRAR

         The Trustee appoints The Bank of New York 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:

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

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

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

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

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

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

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

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

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

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

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

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

                (i)    is required by the Series Notice;

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

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

14.3     PAYMENTS OF PRINCIPAL AND INTEREST

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

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

14.4     PLACE OF KEEPING REGISTER, COPIES AND ACCESS

         The Note Register shall be:

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

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

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

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

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14.5     DETAILS ON NOTE REGISTER CONCLUSIVE

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

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

14.6     ALTERATION OF DETAILS ON NOTE REGISTER

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

14.7     RECTIFICATION OF NOTE REGISTER

         If:

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

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

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

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

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

         the Note Registrar may rectify the same.

14.8     CORRECTNESS OF NOTE REGISTER

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

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.

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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.

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

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         (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 A2 Global Note or Class B1 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
                A2 Global Note or a Class B1 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.

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$



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         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:

         (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:


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                (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;

         (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.

         (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


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                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;

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

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

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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;

                (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).

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.

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         (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.

         (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


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                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:

                (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

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                (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



         THE SERVICER

         INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED
         Level 28
         367 Collins Street

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                                                                         Page 23


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         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 5347
         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 5347
         Telex:            N/A
         Fax:              +1 212 815 5915/5917

         Attention:        Corporate Trust - Global Structured Finance


         THE NOTE REGISTRAR
         THE BANK OF NEW YORK
         101 Barclay Street
         21W New York
         New York 10286
         United States

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         Tel:              +1 212 815 5347
         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 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,

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                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;

         (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.

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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.


<TABLE>
<CAPTION>

TRUSTEE

<S>                                                 <C>
SIGNED on behalf of                              )
PERPETUAL TRUSTEES VICTORIA LIMITED              )
                                                 )
in the presence of:                              )
                                                     ----------------------------------------------
                                                     Signature


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


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






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TRUST MANAGER


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


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


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



SERVICER


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


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


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





--------------------------------------------------------------------------------
                                                                         Page 28


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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



CALCULATION 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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                                                                         Page 29


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Agency Agreement                                         Allens Arthur Robinson

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NOTE REGISTRAR


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


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


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


</TABLE>



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