Amendment Deed



 Exhibit 4.6 
 Amendment Deed 
 J.P. Morgan Trust Australia Limited 
 Westpac Securitisation Management Pty Limited 
 Westpac Banking Corporation 
 The Bank of New York 
 BNY Trust (Australia)
Registry Limited 
 The Bank of New York, London Branch 
 Series 2007-1G WST Trust 
 Allens Arthur Robinson 
 Deutsche Bank Place 
 Corner Hunter and Phillip Streets 
 Sydney NSW 2000 
 Tel 61 2 9230 4000 

Fax 61 2 9230 5333 
 www.aar.com.au 

© Copyright Allens Arthur Robinson 2007 









			
	Amendment Deed	  	




  

 Table of Contents 
  

					
	 1.      Definitions and Interpretation
	  	2
			
		  	 1.1    Definitions
	  	2
			
		  	 1.2    Interpretation
	  	3
			
		  	 1.3    Limitation of liability
	  	3
		
	 2.      Amendments
	  	3
		
	 3.      Governing Law and Jurisdiction
	  	3
		
	Schedule 1	  	7
		
	 Series Notice amendments
	  	7
		
	Schedule 2	  	134
		
	 Agency Agreement amendments
	  	134

  



			
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	Date	  	2007
		
	Parties	  	
		
	1.	  	J.P. Morgan Trust Australia Limited (ABN 49 050 294 052) of Level 4, 35 Clarence Street, Sydney NSW 2000 in its capacity as trustee of the Series 2007-1G WST Trust (the
Trustee);
		
	2.	  	Westpac Securitisation Management Pty Limited (ABN 73 081 709 211) incorporated in the Australian Capital Territory of Level 20, 275 Kent Street, Sydney, NSW, 2000
as trust manager in relation to the Series 2007-1G WST Trust (the Trust Manager);
		
	3.	  	The Bank of New York of Level 21 West, 101 Barclay Street, New York NY 10286, USA in its capacity as Note Trustee for the Series 2007-1G Trust (in that capacity, the Note
Trustee) and as Principal Paying Agent, US$ Note Registrar and Class A2b Note Registrar, (in that capacity BNY);
		
	4.	  	The Bank of New York, London Branch of Level 40, 1 Canada Square, London E14 5AL, United Kingdom (the Calculation Agent);
		
	5.	  	BNY Trust (Australia) Registry Limited (ACN 000 334 636) of Level 4, 35 Clarence Street, Sydney NSW 2000 (the Security Trustee); and
		
	6.	  	Westpac Banking Corporation (ABN 33 007 457 141) of Level 20, 275 Kent Street, Sydney, New South Wales (Westpac).
		
	Recitals	  	
		
	A.	  	The Series Notice Parties are parties to a Series Notice in relation to the Trust dated 29 May 2007 (the Series Notice).
		
	B.	  	The Agency Agreement Parties are parties to an Agency Agreement in relation to the Trust dated 29 May 2007 (the Agency Agreement).
		
	C.	  	The Series Notice Parties have agreed to amend the Series Notice on the terms set out in this deed, and the Agency Agreement parties have agreed to amend the Agency Agreement on the terms set
out in this deed.

  

	1.	Definitions and Interpretation 

  

	1.1	Definitions 

 Definitions in the Series Notice apply
in this deed unless the context requires otherwise or the relevant term is defined in this deed and the following terms have the following meanings. 
  



			
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 Agency Agreement Parties means the Trustee, the Trust Manager, the Note Trustee, BNY
and the Calculation Agent. 
 Series Notice Parties means the Trustee, the Trust Manager, Westpac, the Note Trustee and the
Security Trustee. 
 Trust means the Series 2007-1 WST Trust. 
  

	1.2	Interpretation 

 Clause 3.2 of the Series Notice
applies to this deed as if set out in this deed but as if a reference to Series Notice was a reference to this deed. 
  

	1.3	Limitation of liability 

 Clauses 3.3, 3.4 and 3.9
of the Series Notice applies to this deed as if set out in this deed (with all necessary clause referencing amendments) but as if a reference to this Series Notice was a reference to this deed. 
  

	2.	Amendments 

  

	 	(a)	The Series Notice Parties agree that, on and from the date of this deed, the Series Notice is amended as set out in Schedule 1. 

  

	 	(b)	The Agency Agreement Parties agree that, on and from the date of this deed, the Agency Agreement is amended as set out in schedule 2. 

  

	3.	Governing Law and Jurisdiction 

 This deed is
governed by the laws of the New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there. 
 Executed
in Sydney and Singapore. 
  



			
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 TRUSTEE 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	J.P. MORGAN TRUST AUSTRALIA LIMITED	  	)	  	
	by its attorney	  	)	  		  	
	in the presence of:	  	)	  	 /s/ Jennifer Scott-Gray
	  	
		  		  	Signature	  	
				
	 /s/ Lynsey Thorrington
	  		  	 Jennifer Scott-Gray
	  	
	Witness	  		  	Print name	  	
				
	 Lynsey Thorrington
	  		  		  	
	Print name	  		  		  	

 TRUST MANAGER 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	WESTPAC SECURITISATION	  	)	  	
	MANAGEMENT PTY LIMITED	  	)	  	
	by its attorney	  	)	  	
	in the presence of:	  	)	  	 /s/ John Lowrey
	  	
		  		  	Signature	  	
				
	 /s/ Natasha Yates
	  		  	 John Lowrey
	  	
	Witness	  		  	Print name	  	
				
	 Natasha Yates
	  		  		  	
	Print name	  		  		  	

  



			
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 WESTPAC 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	WESTPAC BANKING CORPORATION	  	)	  	
	by its attorneys	  	)	  	
	in the presence of:	  	)	  	 /s/ G.P.D. Rennie
	  	
		  		  	Signature	  	
				
	 /s/ John Lowrey
	  		  	 G.P.D. Rennie
	  	
	Witness	  		  	Print name	  	
				
	 John Lowrey
	  		  	 /s/ Michael John Page
	  	
	Print name	  		  	Signature	  	
				
		  		  	 Michael John Page
	  	
		  		  	Print name	  	
				
	BNY	  		  		  	
				
	EXECUTED for and on behalf of THE BANK	  	)	  		  	
	OF NEW YORK	  	)	  		  	
				
	 /s/ Chao Jang Chernh Alan
	  		  	 /s/ Esther Fong
	  	
	 Witness
	  		  	Authorised Signatory	  	
				
	 Chao Jang Chernh Alan
	  		  	 Esther Fong
	  	
	 Print name
	  		  	Print name	  	

  



			
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 SECURITY TRUSTEE 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	BNY TRUST (AUSTRALIA) REGISTRY LIMITED	  	)	  	
	by its attorney	  	)	  		  	
	in the presence of:	  	)	  	 /s/ Jennifer Scott-Gray
	  	
		  		  	Signature	  	
				
	 /s/ Lynsey Thorrington
	  		  	 Jennifer Scott-Gray
	  	
	Witness	  		  	Print name	  	
				
	 Lynsey Thorrington
	  		  		  	
	Print name	  		  		  	
				
	CALCULATION AGENT	  		  		  	
				
	EXECUTED for and on behalf of	  	)	  		  	
	THE BANK OF NEW YORK, LONDON	  	)	  		  	
	BRANCH	  	)	  		  	
				
	 /s/ Esther Fong
	  		  	 /s/ Chao Jang Chernh Alan
	  	
	Authorised Signatory	  		  	Witness	  	
				
	 Esther Fong
	  		  	 Chao Jang Chernh Alan
	  	
	 Print name
	  		  	Print name	  	

  



			
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 Schedule 1 
 Series Notice amendments 
 Series 2007-1G WST Trust 
 Series Notice 
 J.P. Morgan Trust Australia Limited  
 (Trustee) 
 Westpac Securitisation Management
Pty Limited  
 (Trust Manager) 
 Westpac Banking Corporation  
 (Approved Seller) 
 The Bank of New York  
 (Note Trustee) 
 Westpac Banking Corporation  
 (Servicer) 
 BNY Trust (Australia) Registry Limited  
 (Security Trustee) 
  



			
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 Allens Arthur Robinson 
 Deutsche Bank Place 
 Corner Hunter and Phillip Streets 
 Sydney NSW 2000 
 Tel 61 2 9230 4000 
 Fax 61 2 9230 5333 
 www.aar.com.au 
 © Copyright Allens Arthur Robinson 2007 
  



			
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 Table of Contents 
  

			
	 1.      Introduction and Trust Manager
	  	1
		
	 1.1    Introduction
	  	1
		
	 1.2    Trust Manager
	  	1
		
	 1.3    Rights of creditors
	  	2
		
	 2.      Direction; Trust Back; Servicing Agreement
	  	2
		
	 3.      Definitions and Interpretation
	  	2
		
	 3.1    Definitions
	  	2
		
	 3.2    Interpretation
	  	30
		
	 3.3    Limitation of liability of the Trustee
	  	30
		
	 3.4    Security Trustee liability
	  	31
		
	 3.5    Knowledge of Trustee
	  	31
		
	 3.6    Business Day Convention
	  	31
		
	 3.7    Financial product advice
	  	31
		
	 3.8    Knowledge of Note Trustee
	  	31
		
	 3.9    Note Trustee liability
	  	32
		
	 4.      Notes
	  	32
		
	 4.1    Conditions of Notes
	  	32
		
	 4.2    Summary of conditions of Notes
	  	32
		
	 4.3    Issue of Notes
	  	34
		
	 4.4    Trustee’s Covenant to Noteholders
	  	35
		
	 4.5    Repayment of Notes on Payment Dates
	  	35
		
	 4.6    Final Redemption
	  	36
		
	 4.7    Period During Which Interest Accrues
	  	36
		
	 4.8    Calculation of Interest
	  	36
		
	 4.9    Aggregate receipts
	  	37
		
	 4.10 Step-Up Margin
	  	37
		
	 4.11 Class A1 Note Arrangements
	  	37
		
	 5.      Cashflow Allocation Methodology
	  	37
		
	 5.1    General
	  	37
		
	 5.2    Determination Date - Calculations
	  	37
		
	 5.3    Redraws
	  	39
		
	 5.4    Determination Date - Payment Shortfall
	  	40
		
	 5.5    Determination Date - Liquidity Shortfall
	  	40
		
	 5.6    Allocating Liquidation Losses
	  	40
		
	 5.7    Insurance claims
	  	40
		
	 5.8    Remittance Date
	  	41
		
	 5.9    Payment - Purchase Price adjustment
	  	41
		
	 5.10  Total Payments
	  	41
		
	 5.11  Excess Available Income - reimbursement of Charge Offs and Principal Draws
	  	43
		
	 5.12  Excess Collections Distribution
	  	44
		
	 5.13  Initial Principal Distributions
	  	44
		
	 5.14  Principal Payments - Sequential Method
	  	44

  



			
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	 5.15  Principal Payments - Serial Method
	  	46
		
	 5.16  Remaining Liquidity Shortfall
	  	47
		
	 5.17  Charge Offs
	  	48
		
	 5.18  Payments into US$ Account
	  	49
		
	 5.19  Payments into Euro Account
	  	49
		
	 5.20  Payments out of US$ Account
	  	49
		
	 5.21  Payments out of Euro Account
	  	50
		
	 5.22  Prepayment Costs and Prepayment Benefits
	  	50
		
	 5.23  Rounding of amounts
	  	51
		
	 5.24  Bond Factors
	  	51
		
	 5.25  Trust Manager’s Report
	  	51
		
	 5.26  Prescription
	  	51
		
	 5.27  Replacement of Currency Swaps
	  	51
		
	 6.      Master Trust Deed
	  	52
		
	 6.1    Completion of details in relation to Master Trust Deed
	  	52
		
	 6.2    Amendments to Master Trust Deed
	  	53
		
	 6.3    Amendments to the Servicing Agreement
	  	53
		
	 7.      Transfer of Purchased Receivables – Top Ups
	  	53
		
	 8.      Transfers to Warehouse Trust
	  	54
		
	 9.      Application of Threshold Rate
	  	54
		
	 9.1    Calculation of Threshold Rate
	  	54
		
	 9.2    Setting Threshold Rate
	  	55
		
	 9.3    Trustee Setting Threshold Rate
	  	55
		
	 10.    Beneficiary
	  	55
		
	 10.1  Issue of Units
	  	55
		
	 10.2  Residual Capital Unit
	  	55
		
	 10.3  Residual Income Unit
	  	56
		
	 10.4  Register
	  	56
		
	 10.5  Transfer of Units
	  	57
		
	 10.6  Limit on rights
	  	57
		
	 11.    Title Perfection Events
	  	57
		
	 12.    Additional Receivable Product Features
	  	58
		
	 13.    Note Trustee
	  	58
		
	 13.1  Capacity
	  	58
		
	 13.2  Exercise of rights
	  	58
		
	 13.3  Representation and warranty
	  	58
		
	 13.4  Payments
	  	58
		
	 14.    Westpac Undertakings
	  	59
		
	 14.1  Set Off
	  	59
		
	 14.2  Notice of actions
	  	59
		
	 14.3  Notification of Trust
	  	59
		
	 14.4  Compliance with ASX listing rules
	  	59
		
	 15.    Call and Tax Redemption
	  	59

  



			
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	 15.1  Call of Class A Notes
	  	59
		
	 15.2  Call of Class B Notes
	  	60
		
	 15.3  Tax Event
	  	61
		
	 15.4  Margin where no Redemption at Stated Amount
	  	62
		
	 15.5  Full satisfaction
	  	62
		
	 16.    Tax Consolidation
	  	62
		
	 17.    Compliance with Regulation AB
	  	64
		
	 17.1  Intent of the Parties, Reasonableness
	  	64
		
	 17.2  Additional Representations and Warranties of the Servicer
	  	64
		
	 17.3  Information to be provided by the Servicer
	  	65
		
	 17.4  Servicer Compliance Statement
	  	69
		
	 17.5  Report on Assessment of Compliance and Attestation
	  	70
		
	 17.6  Use of Subservicers and Subcontractors
	  	71
		
	 17.7  Indemnification; Remedies
	  	72
		
	 18.    Compliance with Regulation AB: The Custodian
	  	74
		
	 18.1  Intent of the Parties, Reasonableness
	  	74
		
	 18.2  Additional Representations and Warranties of the Servicing Function Participant
	  	75
		
	 18.3  Information to be provided by the Servicing Function Participant
	  	76
		
	 18.4  Report on Assessment of Compliance and Attestation
	  	77
		
	 18.5  Use of Subservicers and Subcontractors
	  	78
		
	 18.6  Indemnification; Remedies
	  	79
		
	 19.    Compliance with Regulation AB: The Note Trustee
	  	82
		
	 19.1  Intent of the Parties, Reasonableness
	  	82
		
	 19.2  Additional Representations and Warranties of the Servicing Function Participant
	  	82
		
	 19.3  Information to be provided by the Servicing Function Participant
	  	83
		
	 19.4  Report on Assessment of Compliance and Attestation
	  	84
		
	 19.5  Use of Subservicers and Subcontractors
	  	Error! Bookmark not defined.
		
	 19.6  Indemnification; Remedies
	  	Error! Bookmark not defined.
		
	 20.    Compliance with Regulation AB: The Trustee
	  	85
		
	 20.1  Intent of the Parties, Reasonableness
	  	85
		
	 20.2  Information to be provided by the Trustee
	  	86
		
	 20.3  Report on Assessment of Compliance and Attestation
	  	87
		
	 20.4  Use of Subservicers and Subcontractors
	  	88
		
	 20.5  Indemnification; Remedies
	  	Error! Bookmark not defined.
		
	 21.    Compliance with Regulation AB – Security Trustee
	  	88
		
	 22.    Acknowledgments
	  	88
		
	 23.    Changes to Portfolio of Receivables before the Cut-Off Date
	  	88
		
	 24.    Credit Support transferred by Currency Swap Provider
	  	88
		
	 25.    Governing Law And Jurisdiction
	  	89
		
	 26.    Counterparts
	  	89
		
	Schedule 1	  	93
		
	Schedule 2	  	94

  



			
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	 Form Of Annual Certification
	  	94
		
	 Schedule 3
	  	95
		
	 Servicing Criteria To Be Addressed In Assessment Of Compliance
	  	95
		
	 ANNEXURE A
	  	101
		
	 SERIES 2007-1G WST TRUST AMENDMENTS TO MASTER TRUST DEED
	  	101
		
	 ANNEXURE B
	  	133G

  



			
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	4.	Introduction and Trust Manager 

  

	4.1	Introduction 

 This Series Notice is issued on
29 May 2007 by Westpac Securitisation Management Pty Limited (ABN 73 081 709 211) of Level 20, 275 Kent Street, Sydney, New South Wales as manager (Trust Manager) under the Master Trust Deed (as defined below). It
is issued pursuant and subject to the Master Trust Deed dated 14 February 1997 (the Master Trust Deed) initially between The Mortgage Company Pty Limited (ABN 86 070 968 302) of Level 25, 60 Martin
Place, Sydney, New South Wales (TMC) and Westpac Securities Administration Limited (ABN 77 000 049 472)), as adopted by J.P. Morgan Trust Australia Limited (ABN 49 050 294 052) of Level 4, 35 Clarence Street, Sydney NSW
2000 in its capacity as trustee of the Series 2007-1G WST Trust (the Trustee) under the Notice of Creation of Trust. 
 Each
party to this Series Notice agrees to be bound by the Transaction Documents as amended by this Series Notice in the capacity set out with respect to them in this Series Notice or the Master Trust Deed. 
 Westpac Banking Corporation (ABN 33 007 457 141) (Westpac and, in its capacity as Servicer under the Servicing Agreement,
Servicer) agrees to service the Purchased Receivables and Purchased Receivable Securities in accordance with the Servicing Agreement. 
 The Bank of New York of Level 21 West, 101 Barclay Street, New York, NY 10286, USA (the Note Trustee) has agreed to act as note trustee in relation to Notes issued by the Trust under the Note Trust Deed and in
accordance with this Series Notice. 
 BNY Trust (Australia) Registry Limited (ACN 000 334 636) of Level 4, 35 Clarence Street, Sydney
NSW 2000 (the Security Trustee) has agreed to act as security trustee for the Mortgagees under the Security Trust Deed. 
  

	4.2	Trust Manager 

  

	 	(a)	The Master Trust Deed is amended for the purpose of the Series 2007-1G WST Trust so that all references to Trust Manager will be taken to be references to Westpac
Securitisation Management Pty Limited of Level 20, 275 Kent Street, Sydney, New South Wales, and each party agrees that: 

  

	 	(i)	Westpac Securitisation Management Pty Limited will be Trust Manager for the purposes of that Trust; and 

  

	 	(ii)	The Mortgage Company Pty Limited will have no obligations or liabilities as Trust Manager for the purpose of that Trust. 

 This amendment does not relate to or affect any Other Trust. 
  

	 	(b)	Westpac Securitisation Management Pty Limited will comply with all obligations of the Trust Manager in relation to the Series 2007-1G WST Trust as named as such in the Master Trust
Deed. 

  



			
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	4.3	Rights of creditors 

 This Series Notice is a deed
poll for the benefit of Creditors. Each Creditor has the benefit of this Series Notice and can enforce it even if not in existence at the time this Series Notice is executed. 
  

	5.	Direction; Trust Back; Servicing Agreement 

  

	 	(a)	A Trust Back, entitled Westpac 2007-1G Trust Back, is created in relation to Other Secured Liabilities secured by the Purchased Receivable Securities.


  

	 	(b)	The parties agree that the Trust will be a Trust for the purposes of the Transaction Documents and a Relevant Trust for the purposes of the Servicing
Agreement. 

  

	 	(c)	The Trustee, the Trust Manager and the Servicer agree that, for the purposes of the Trust only, the Trustee will be taken to be a party to the Servicing Agreement and that all
references to Trustee in the Servicing Agreement will be taken to be references to the Trustee in its capacity as trustee of the Trust. 

  

	6.	Definitions and Interpretation 

  

	6.1	Definitions 

 Unless otherwise defined in this
Series Notice, words and phrases defined in the Master Trust Deed have the same meaning where used in this Series Notice. 
 In this Series
Notice, and for the purposes of the definitions in the Master Trust Deed, the following terms have the following meanings unless the contrary intention appears. These definitions apply only in relation to the Series 2007-1G WST Trust, and do not
apply to any Other Trust. 
 A$ Class A1 Coupon Amount means, for any Payment Date, the amount in Australian dollars which is
calculated: 
  

	 	(a)	on a daily basis at the applicable rate set out in the Confirmation relating to the Class A1 Notes (being AUD-BBR-BBSW, as defined in the ISDA Definitions, as at the first day of
the Coupon Period ending on (but excluding) that Payment Date with a designated maturity of 90 days (or, in the case of the first Coupon Period, the rate will be an interpolated rate calculated with reference to the tenor of the relevant period)
plus the relevant Spread); 

  

	 	(b)	on the A$ Equivalent of the aggregate of the Invested Amount of the Class A1 Notes as at the first day of the Coupon Period ending on (but excluding) that Payment Date; and


  

	 	(c)	on the basis of the actual number of days in that Coupon Period and a year of 365 days. 

 A$ Class A2a Coupon Amount means, for any Payment Date, the amount in Australian dollars which is calculated: 
  

	 	(a)	on a daily basis at the applicable rate set out in the Confirmation relating to the Class A2a Notes (being AUD-BBR-BBSW, as defined in the ISDA Definitions, as at the first day of
the Coupon Period ending on (but excluding) that Payment Date with a designated maturity of 90 days (or, in the case of the first Coupon Period, the rate will be an interpolated rate calculated with reference to the tenor of the relevant period)
plus the relevant Spread); 

  



			
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	 	(b)	on the A$ Equivalent of the aggregate of the Invested Amount of the Class A2a Notes as at the first day of the Coupon Period ending on (but excluding) that Payment Date; and


  

	 	(c)	on the basis of the actual number of days in that Coupon Period and a year of 365 days. 

 A$ Class A2b Coupon Amount means, for any Payment Date, the amount in Australian dollars which is calculated: 
  

	 	(a)	on a daily basis at the applicable rate set out in the Confirmation relating to the Class A2b Notes (being AUD-BBR-BBSW, as defined in the ISDA Definitions, as at the first day of
the Coupon Period ending on (but excluding) that Payment Date with a designated maturity of 90 days (or, in the case of the first Coupon Period, the rate will be an interpolated rate calculated with reference to the tenor of the relevant period)
plus the relevant Spread); 

  

	 	(b)	on the A$ Equivalent of the aggregate of the Invested Amount of the Class A2b Notes as at the first day of the Coupon Period ending on (but excluding) that Payment Date; and


  

	 	(c)	on the basis of the actual number of days in that Coupon Period and a year of 365 days. 

 A$ Equivalent means: 
  

	 	(i)	in relation to an amount denominated or to be denominated in US$, the amount converted to (and denominated in) A$ at the relevant A$ Exchange Rate; 

  

	 	(ii)	in relation to an amount denominated or to be denominated in Euros, the amount converted to (and denominated in) A$ at the relevant A$ Exchange Rate; or 

  

	 	(iii)	in relation to an amount denominated or to be denominated in A$, the amount of A$. 

 A$ Exchange Rate means, on any date, the rate of exchange (set as at the commencement of the relevant Currency Swap) applicable under: 
  

	 	(d)	the Class A1 Currency Swap or Class A2a Currency Swap for the exchange of United States dollars for Australian dollars; or 

  

	 	(e)	the Class A2b Currency Swap for the exchange of Euros for Australian dollars. 

 Accrued Interest Adjustment means in relation to an Approved Seller, all: 
  

	 	(a)	interest and fees accrued on the Purchased Receivables, purchased from that Approved Seller, up to (but excluding) the Closing Date for those Purchased Receivables which are unpaid
as at the close of business on that Closing Date; and 

  

	 	(b)	all amounts received by that Approved Seller under those Purchased Receivables applied by the Servicer to payment of interest and fees under those Purchased Receivables for the
period from (but excluding) the Cut-Off Date for those Purchase Receivables to (but excluding) the Closing Date for those Purchase Receivables, 

 but without double counting or recovery for any such amounts. 
 Affiliate means, with respect
to any person, any other person that controls, is controlled by, or is under common control with, such person, and any officer, director, general partner, member or trustee of, or any person serving in a similar capacity with respect to, such
person. For the purposes of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting stock, through the right
or power to appoint the majority of the board or directors, by contract or otherwise, and controlled by and under common control have corresponding meanings. 
  



			
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 Agency Agreement means the Agency Agreement dated on or about the date of this Series
Notice between the Trustee, the Trust Manager, the Note Trustee, the Principal Paying Agent and the Calculation Agent. 
 Application
for Notes means an application for Registered Notes in the form of schedule 1 to the Master Trust Deed or in such other form as may from time to time be agreed between the Trustee and the Trust Manager. 
 Approved Seller means Westpac. 
 Arrears subsist in relation to a Purchased Receivable if the Obligor under that Purchased Receivable fails to pay any amount due under that Purchased Receivable on the day it was due. Delayed payments arising from payment
holidays based on early repayments (agreed in writing by Westpac), or from maternity or paternity leave repayment reductions, which are granted by Westpac or the Servicer will not, by themselves, lead to a Purchased Receivable being in Arrears.

 Asset has the meaning given in the Master Trust Deed and includes any Loan, Mortgage or Related Security specified in a Sale
Notice or any Mortgage, Related Security or other rights with respect thereto which is acquired by the Trustee for the Trust, or any Authorised Investment acquired by the Trustee. 
 Authorised Signatory means: 
  

	 	(a)	in relation to the Note Trustee, any duly authorised officer of the Note Trustee and any other duly authorised person of the Note Trustee; 

  

	 	(b)	in relation to the Principal Paying Agent, any duly authorised officer of the Principal Paying Agent and any other duly authorised person of the Principal Paying Agent;


  

	 	(c)	in relation to the Calculation Agent, any duly authorised officer of the Calculation Agent, and any other duly authorised person of the Calculation Agent; and


  

	 	(a)	in relation to a Note Registrar, any duly authorised officer of that Note Registrar and any other duly authorised person of that Note Registrar. 

 Available Income means, in relation to the Trust for any Collection Period, the total of the following: 
  

	 	(a)	the Finance Charge Collections for the Trust for that Collection Period; plus 

  

	 	(b)	to the extent not included in paragraph (a): 

  

	 	(i)	any amount received or due to be received by or on behalf of the Trustee in relation to that Collection Period on or by the Payment Date immediately following the end of that
Collection Period with respect to net receipts under any Hedge Agreement other than the Currency Swap (and for this purpose net receipts under the Basis Swap and the Interest Rate Swap will be determined before any payment in the relevant Condition
4); 

  

	 	(ii)	any interest income received by or on behalf of the Trustee during that Collection Period in respect of moneys credited to the Collection Account in relation to the Trust;


  



			
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	 	(iii)	amounts in the nature of interest otherwise paid by Westpac, the Servicer or the Trust Manager to the Trustee during that Collection Period in respect of Collections held by it;


  

	 	(iv)	all other amounts received by or on behalf of the Trustee during that Collection Period in respect of the Assets in the nature of income; and 

  

	 	(v)	all amounts received by or on behalf of the Trustee during that Collection Period from any provider of a Support Facility (other than a Currency Swap or the Redraw Facility
Agreement) under that Support Facility and which the Trust Manager determines should be accounted for to reduce a Finance Charge Loss, 

 but excluding: 
  

	 	(Ai)	interest credited to a Support Facility Collateral Account and any amount payable by the Trustee under clause 8.27; and 

  

	 	(B)	interest, fees and other amounts in the nature of income paid in error by the relevant Borrower in respect of a Loan which was a Purchased Receivable after that Loan has been repaid
in full and discharged. 

 Available Liquidity Amount means at any time the Liquidity Limit at that time less the
Liquidity Outstandings at that time, if positive. 
 Average Quarterly Percentage means, at any date, the sum of Quarterly
Percentages for the four full Collection Periods preceding that date, divided by four. 
 Bank means: 
  

	 	(a)	for the purposes of paragraph (a) of the definition of Business Day: 

  

	 	(i)	a corporation authorised under the Banking Act 1959 (Cth) to carry on general banking business in Australia or a corporation formed or incorporated under an Act of the
Parliament of an Australian Jurisdiction to carry on the general business of banking; 

  

	 	(ii)	a person authorised under the Banking Act 1987 (UK) to carry on a deposit taking business; 

  

	 	(iii)	and, for the purposes of the definition of US$ Account, a banking institution or trust company organised or doing business under the laws of the United States or any
state thereof; 

  

	 	(iv)	and, for the purposes of the definition of Euro Account, a person authorised under the Banking Act 1987 (UK) to carry on a deposit taking business; and


  

	 	(b)	in any other case, a corporation authorised under the Banking Act 1959 (Cth) to carry on general banking business in Australia or a corporation formed or incorporated under
an Act of the Parliament of an Australian Jurisdiction to carry on the general business of banking. 

 Bank Bill
Rate on any date means the rate calculated by taking the rates quoted on the Reuters Screen BBSW Page at approximately 10.10 am, Sydney time, on that date (the Calculation Date) for each Reference Bank so quoting (but not fewer
than five) as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters Screen BBSW Page) having a tenor of three months


  



			
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eliminating the highest and lowest mean rates and taking the average of the remaining mean rates and then (if necessary) rounding the resultant figure
upwards to four decimal places. If on any Calculation Date fewer than five Reference Banks have quoted rates on the Reuters Screen BBSW Page, the rate for that date shall be calculated as above by taking the rates otherwise quoted by five of the
Reference Banks on application by the parties for such a bill of the same tenor. If on any Calculation Date the rate for that date cannot be determined in accordance with the foregoing procedures then the rate for that date shall mean such rate as
is agreed between the Trust Manager and Westpac Banking Corporation having regard to comparable indices then available, PROVIDED THAT on the first day of any first Coupon Period as it relates to a Class of Notes the Bank Bill Rate
shall be an interpolated rate calculated with reference to the tenor of the relevant period. 
 Basis Swap means the
master agreement dated on or about the date of this Series Notice made between the Trustee as trustee of the Trust and Westpac, on the terms of the ISDA Master Agreement (with amendments thereto) and each Transaction (as defined in that agreement)
entered into in accordance with that agreement in relation to the interest rate risk arising from a Receivable which is subject to either a variable rate set, as permitted by the relevant Receivable Agreement, at the discretion of Westpac, or a
concessionary introductory fixed rate of 12 months or less as determined by Westpac. 
 Beneficiary means, in relation to the
Trust, each holder of a Unit (as defined in clause 10). 
 Bond Factor means the Class A1 Bond Factor, the Class A2a Bond
Factor, the Class A2b Bond Factor, the Class A2c Bond Factor, or the Class B Bond Factor. 
 Book-Entry Note means a Class A1
Book-Entry Note, a Class A2a Book-Entry Note or a Class A2b Book Entry Note. 
 Business Day means any day, other than a
Saturday, Sunday or public holiday, on which Banks are open for business (including dealings in foreign currency generally) in London, New York, Sydney and The Trans-European Real-Time Gross Settlement Express Transfer (TARGET) System or any
successor to it is open. 
 Calculation Agent means the person appointed as calculation agent under the Agency Agreement from
time to time. 
 Call Option Date has the meaning given in clause 15.1. 
 Carryover Charge Off means, in relation to the Trust at any time, a Carryover Class A Charge Off, a Carryover Class B Charge Off or a
Carryover Redraw Charge Off. 
 Carryover Class A Charge Off means, on any Determination Date in relation to a Class A
Note, the aggregate of Class A Charge Offs in relation to that Class A Note prior to that Determination Date and which have not been reinstated under clauses 5.11(a)(ii)(B), 5.11(a)(ii)(C), 5.11(a)(ii)(D), 8.20(b)(ii) and 8.20(b)(v).

 Carryover Class B Charge Off means, on any Determination Date in relation to a Class B Note, the aggregate of Class B Charge
Offs in relation to that Class B Note prior to that Determination Date and which have not been reinstated under clause 5.11(a)(iii). 
 Carryover Redraw Charge Off means, on any Determination Date, the aggregate of Redraw Charge Offs prior to that Determination Date and which have not been reinstated under clause 5.11(a)(ii)(A). 
  



			
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 Class A Charge Off means, in relation to a Class A Note, the amount of any
reduction in the Class A Stated Amount for that Note under clause 5.17. 
 Class A Coupon means a Class A1 Coupon, a
Class A2a Coupon, a Class A2b Coupon or a Class A2c Coupon. 
 Class A Initial Invested Amount means, in relation to any
Class A Note, the Initial Invested Amount of that Class A Note. 
 Class A Invested Amount means, in relation to
any Class A Note, the Invested Amount of that Class A Note. 
 Class A Note means a Class A1 Note, a Class A2a
Note, a Class A2b Note or a Class A2c Note. 
 Class A Noteholder means a Class A1 Noteholder, a Class A2a Noteholder, a
Class A2b Noteholder or a Class A2c Noteholder. 
 Class A Payment Percentage means: 
  

	 	(a)	on or before the third anniversary of the first Payment Date, 50%; and 

  

	 	(b)	after the third anniversary of the first Payment Date, 0%. 

 Class A Percentage means, on a Determination Date, the amount (expressed as a percentage) equal to 1 minus the Class B Percentage as at that Determination Date. 
 Class A Principal Payment means each payment to the Class A Noteholders under clause 5.14(a)(ii)(A), 5.14(a)(ii)(B),
5.14(a)(ii)(C), 5.14(a)(ii)(D), 5.15(a)(v)(A), 5.15(a)(v)(B), 5.15(a)(v)(C) or 5.15(a)(v)(D) (as the case may be). 
 Class A
Stated Amount means, on a Determination Date and in relation to a Class A Note, an amount equal to: 
  

	 	(a)	the Class A Initial Invested Amount for that Note; less 

  

	 	(b)	the aggregate of all Class A Principal Payments made before that Determination Date with respect to that Class A Note; less 

  

	 	(c)	Carryover Class A Charge Offs (if any) made in relation to that Class A Note to the extent not reinstated under clause 5.11 before that Determination Date; less


  

	 	(d)	Class A Principal Payments (if any) to be made in relation to that Class A Note on the next Payment Date; less 

  

	 	(e)	Class A Charge Offs (if any) to be made in relation to that Class A Note on the next Payment Date; plus 

  

	 	(f)	the amount (if any) of the Excess Available Income applied in reinstating the Stated Amount of that Class A Note under clause 5.11(a)(ii) on that Determination Date.


 Class A1 Arrangements means the arrangements for remarketing, conditional purchase and Mandatory Transfer set
out in the Conditional Purchase Agreement, the Remarketing Agreement and this Series Notice. 
 Class A1 Book-Entry Note means a
book-entry note issued or to be issued by the Trustee in registered form under clause 3.1 of the Note Trust Deed representing Class A1 Notes substantially in the form of Schedule 1 to the Note Trust Deed. 
  



			
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 Class A1 Bond Factor means, in relation to a Determination Date, the ratio, expressed
as a percentage (rounded to six decimal places) equal to the aggregate of the A$ Equivalent of the Invested Amounts for all Class A1 Notes for that Determination Date less the A$ Equivalent of all Class A1 Principal Payments to be made on the next
Payment Date divided by the aggregate A$ Equivalent of the Initial Invested Amounts for all Class A1 Notes. 
 Class A1 Coupon
means all interest accrued on the Class A1 Notes in respect of a Coupon Period in accordance with clause 4.8, and for the purposes of clause 5.10 includes any amounts payable by the Trustee to the relevant Class A1 Noteholder (in that capacity) by
way of damages or penalties. 
 Class A1 Currency Swap means: 
  

	 	(a)	the master agreement dated on or about the date of this Series Notice between the Trustee and the US$ Currency Swap Provider on the terms of the ISDA Master Agreement (with
amendments thereto) and each Transaction (as defined in that agreement) entered into in accordance with that agreement under which the US$ Currency Swap Provider agrees to pay certain amounts in A$ or US$ to the Trustee in exchange for certain
amounts in US$ or A$ (as the case maybe) in relation to the Class A1 Notes; or 

  

	 	(b)	any other Hedge Agreement on similar terms which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Class A1 Notes.


 Class A1 Note means a Note issued as a Class A1 Note by the Trustee with the characteristics of a Class A1 Note
under this Series Notice and includes any relevant Book-Entry Note (or any part or interest in it) and any relevant Definitive Note. 
 Class A1 Noteholder means a Noteholder of a Class A1 Note. 
 Class A1 Percentage means, on any date, the
aggregate of the A$ Equivalent outstanding principal amounts of all Class A1 Notes at that date divided by the aggregate of the A$ Equivalent of the outstanding principal amounts of all Class A Notes at that date. 
 Class A2a Book-Entry Note means a registered global note in book-entry form issued or to be issued by the Trustee under clause 3.1 of the
Note Trust Deed representing Class A2a Notes substantially in the form of Schedule 5 to the Note Trust Deed. 
 Class A2a Bond
Factor means, in relation to a Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amounts for all Class A2a Notes for that Determination Date less all Class A2a
Principal Payments to be made on the next Payment Date, divided by the aggregate Class A2a Initial Invested Amount for all Class A2a Notes. 
 Class A2a Coupon means all interest accrued on the Class A2a Notes in respect of a Coupon Period in accordance with clause 4.8, and for the purposes of clause 5.10 includes any amount payable by the Trustee to the
relevant Class A2a Noteholder (in that capacity) by way of damages or penalties. 
 Class A2a Currency Swap means: 

 

	 	(a)	the ISDA Master Agreement dated on or about the date of this Series Notice between the Trustee and the US$ Currency Swap Provider (including the schedule and confirmation relating
thereto) and each Transaction (as defined in that agreement) entered into in accordance with that agreement under which the US$ Currency Swap Provider, agrees to pay certain amounts in A$ or US$ to the Trustee in exchange for certain amounts in US$
or A$ (as the case maybe) in relation to the Class A2a Notes; or 

  



			
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	 	(b)	any other Hedge Agreement on similar terms which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Class A2a Notes.


 Class A2a Note means a Note issued as a Class A2a Note by the Trustee with the characteristics of a Class A2a
Note under this Series Notice. 
 Class A2a Noteholder means a Noteholder of a Class A2a Note. 
 Class A2a Percentage means, on any date, the aggregate of the outstanding principal amounts of all Class A2a Notes at that date divided by
the aggregate of the A$ Equivalent of the outstanding principal amounts of all Class A Notes at that date. 
 Class A2b Book-Entry
Note means a registered global note in book-entry form issued or to be issued by the Trustee under clause 3.1 of the Note Trust Deed representing Class A2b Notes substantially in the form of Schedule 5 to the Note Trust Deed. 
 Class A2b Bond Factor means, in relation to a Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal
to the aggregate of the Invested Amounts for all Class A2b Notes for that Determination Date less all Class A2b Principal Payments to be made on the next Payment Date, divided by the aggregate Class A2b Initial Invested Amount for all Class A2b
Notes. 
 Class A2b Coupon means all interest accrued on the Class A2b Notes in respect of a Coupon Period in accordance with
clause 4.8, and for the purposes of clause 5.10 includes any amount payable by the Trustee to the relevant Class A2b Noteholder (in that capacity) by way of damages or penalties. 
 Class A2b Currency Swap means: 
  

	 	(a)	the ISDA Master Agreement dated on or about the date of this Series Notice between the Trustee and the Class A2b Currency Swap Provider (including the schedule and confirmation
relating thereto) and each Transaction (as defined in that agreement) entered into in accordance with that agreement under which the Class A2b Currency Swap Provider, agrees to pay certain amounts in A$ or Euros to the Trustee in exchange for
certain amounts in Euros or A$ (as the case maybe) in relation to the Class A2b Notes; or 

  

	 	(b)	any other Hedge Agreement on similar terms which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Class A2b Notes.


 Class A2b Currency Swap Provider means: 
  

	 	(a)	initially, Barclays Bank PLC; and 

  

	 	(b)	thereafter, any other person who is a party to the Class A2b Currency Swap. 

 Class A2b Note means a Note issued as a Class A2b Note by the Trustee with the characteristics of a Class A2b Note under this Series Notice. 
 Class A2b Note Register means the register kept by the Class A2b Note Registrar to provide for the registration and transfer of Class A2b
Notes under the Note Trust Deed. 
 Class A2b Note Registrar means The Bank of New York or any successor note registrar in
respect of the Class A2b Notes approved in writing by the Note Trustee and appointed under the Agency Agreement. 
  



			
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 Class A2b Noteholder means a Noteholder of a Class A2b Note. 
 Class A2b Percentage means, on any date, the aggregate of the outstanding principal amounts of all Class A2b Notes at that date divided by
the aggregate of the A$ Equivalent of the outstanding principal amounts of all Class A Notes at that date. 
 Class A2c Bond
Factor means, in relation to a Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amounts for all Class A2c Notes for that Determination Date less all Class A2c
Principal Payments to be made on the next Payment Date, divided by the aggregate Class A2c Initial Invested Amount for all Class A2c Notes. 
 Class A2c Coupon means all interest accrued on the Class A2c Notes in respect of Coupon Period in accordance with clause 4.8, and for the purposes of clause 5.10 includes any amount payable by the Trustee to the relevant
Class A2c Noteholder (in that capacity) by way of damages or penalties. 
 Class A2c Note means a Note issued as a Class A2c
Note by the Trustee with the characteristics of a Class A2c Note under this Series Notice. 
 Class A2c Noteholder means a
Noteholder of a Class A2c Note. 
 Class A2c Percentage means, on any date, the aggregate of the outstanding principal amounts
of all Class A2c Notes at that date divided by the aggregate of the A$ Equivalent of the outstanding principal amounts of all Class A at that date. 
 Class B Bond Factor means, in relation to a Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amounts for all Class B Notes
for that Determination Date less all Class B Principal Payments to be made on the next Payment Date, divided by the aggregate Class B Initial Invested Amount for all Class B Notes. 
 Class B Charge Off means, in relation to a Class B Note, the amount of any reduction in the Class B Stated Amount for that Note under clause
5.18. 
 Class B Coupon means all interest accrued on the Class B Notes in respect of a Coupon Period in accordance with clause
4.8, and for the purposes of clause 5.10 includes any amounts payable by the Trustee to the relevant Class B Noteholder (in that capacity) by way of damages or penalties. 
 Class B Initial Invested Amount means, in relation to any Class B Note, the Initial Invested Amount of that Class B Note. 
 Class B Invested Amount means, in relation to any Class B Note, the Invested Amount of that Class B Note. 
 Class B Note means a Note issued as a Class B Note by the Trustee with the characteristics of a Class B Note under this Series Notice. 
 Class B Noteholder means a Noteholder of a Class B Note. 
 Class B Payment Percentage means: 
  

	 	(a)	on or before the third anniversary of the first Payment Date, 50%; and 

  

	 	(b)	after the third anniversary of the first Payment Date, 100%. 

  



			
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 Class B Percentage means, on a Determination Date, the aggregate of the Class B Stated
Amounts for the preceding Determination Date as a percentage of the sum of the A$ Equivalent of the Class A Stated Amounts and the Class B Stated Amounts calculated as at the preceding Determination Date. 
 Class B Principal Payment means each payment to the Class B Noteholders under clause 5.14(a)(iii) and 5.15(a)(vi). 
 Class B Stated Amount means, on a Determination Date and in relation to a Class B Note, an amount equal to: 
  

	 	(a)	the Class B Initial Invested Amount for that Note; less 

  

	 	(b)	the aggregate of all Class B Principal Payments made before that Determination Date with respect to that Class B Note; less 

  

	 	(c)	Carryover Class B Charge Offs (if any) made in relation to that Class B Note to the extent not reinstated under clause 5.11 before that Determination Date; less


  

	 	(d)	Class B Principal Payments (if any) to be made in relation to that Class B Note on the next Payment Date; less 

  

	 	(e)	Class B Charge Offs (if any) to be made in relation to that Class B Note on the next Payment Date; plus 

  

	 	(f)	the amount (if any) of the Excess Available Income applied in reinstating the Stated Amount of that Class B Note under clause 5.11(a)(iii) on that Determination Date.


 Clearing Agency means: 
  

	 	(a)	in relation to the US$ Notes, an organisation registered as a clearing agency pursuant to Section 17A of the Exchange Act appointed by the Trust Manager and the
Trustee to hold any US$ Notes (directly or through a Common Depositary), or in whose name, or in the name of a nominee on behalf of, any US$ Notes are registered, and initially means DTC; and 

  

	 	(b)	in relation to the Class A2b Notes, Euroclear or Clearstream, Luxembourg (directly or through a Common Depositary). 

 Clearstream, Luxembourg means Clearstream, Banking, société anonyme. 
 Closing Date means, in relation to the Trust, 31 May 2007. 
 Collection Account means, in relation to the Trust, the Australian dollar account, number 032024-428139, with Westpac at Level 20, 275
Kent Street, Sydney, New South Wales, or any other account opened and maintained by the Trustee with an Approved Bank under clause 27 of the Master Trust Deed. 
 Collection Period means (and includes) the first day of each Quarter and runs until (and includes) the last day of that Quarter. However, the first Collection Period will commence on (and include) the
day after the Cut-Off Date and end on (and exclude) 9 August 2007. The last Collection Period is the period from (but excluding) the last day of the previous Collection Period to (and including) the Termination Date of the Trust. 
 Collections means, in relation to the Trust for a period, Finance Charge Collections and Gross Principal Collections for that period.

  



			
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 Commission means the United States Securities and Exchange Commission. 
 Common Depositary means: 
  

	 	(a)	in relation to US$ Notes, Cede & Co, as depositary for DTC, or any other common depositary for DTC or any other Clearing Agency appointed from time to time to hold any
Book-Entry Note; or 

  

	 	(b)	in relation to the Class A2b Notes, The Bank of New York Depository (Nominees) Limited or its nominee as common depositary for Euroclear and Clearstream, Luxembourg, or any other
common depository for Euroclear and Clearstream, Luxembourg as appointed from time to time to hold any Class A2b Book Entry Note. 

 Conditional Purchase Agreement means the conditional purchase agreement dated on or about the date of this Series Notice between the Trustee, the Trust Manager, the Remarketing Agent and the Conditional Purchaser. 

Conditional Purchase Commitment Period has the meaning given to that term in the Conditional Purchase Agreement. 
 Conditional Purchaser means Barclays Bank PLC. 
 Conditions means the Conditions for the: 
  

	 	(a)	US$ Notes in the form set out in Schedule 3 of the Note Trust Deed (but, so long as that US$ Note is represented by a Book-Entry Note, with the deletion of any provisions which
are applicable only to the Definitive US$ Notes), and 

  

	 	(b)	Class A2b Notes in the form set out in Schedule 3 of the Note Trust Deed (but, so long as that Class A2b Note is represented by a Book-Entry Note, with the deletion of any
provisions which are applicable only to the Definitive Class A2b Notes), 

 as may from time to time be modified in accordance
with this Series Notice. Any reference in this Series Notice to a particular numbered Condition shall be construed accordingly. 
 Confirmation means, in respect of a Currency Swap, any Confirmation (as defined in that Currency Swap). 
 Coupon
means a Class A Coupon or a Class B Coupon. 
 Coupon Determination Date means: 
  

	 	(a)	in relation to a Coupon Period of a Class A2c Note or a Class B Note, the first day of that Coupon Period; 

  

	 	(b)	in relation to a Period for a Class A1 Note, the second Business Day before the beginning of each Coupon Period and, for the purposes of this definition only, Business Day means any
day on which commercial banks are open for business (including dealings in foreign exchange generally and foreign currency deposits generally) in London; and 

  

	 	(c)	in relation to a Coupon Period for a Class A2a Note or a Class A2b Note, the second Business Day before the beginning of that Coupon Period and, for the purposes of this definition
only: 

  



			
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	 	(i)	in relation to Class A2a Notes, Business Day means any day on which commercial banks are open for business (including dealings in foreign exchange generally and foreign currency
deposits generally) in London; and 

  

	 	(ii)	in relation to Class A2b Notes, Business Day means any day on which The Trans-European Real-Time Gross Settlement Express Transfer (TARGET) System or any successor to it is open.


 Coupon Payment Date means, for the purposes of the Master Trust Deed, each Payment Date. 
 Coupon Period means: 
  

	 	(a)	in relation to the first Coupon Period of any Note, the period commencing on (and including) the Closing Date and ending on (but excluding) the first Payment Date;


  

	 	(b)	in relation to the final Coupon Period of any Note, the period commencing on (and including) the Payment Date prior to the day on which all amounts due on such Notes are redeemed in
full in accordance with the Transaction Documents and ending on (but excluding) such day; and 

  

	 	(c)	in relation to each other Coupon Period of any Note, each period commencing on (and including) a Payment Date and ending on (but excluding) the next Payment Date.


 Coupon Rate means, in relation to: 
  

	 	(a)	a Class A1 Note and a Coupon Period, Three Month LIBOR in relation to that Coupon Period; 

  

	 	(b)	a Class A2a Note and a Coupon Period, Three Month LIBOR in relation to that Coupon Period; 

  

	 	(c)	a Class A2b Note and a Coupon Period, EURIBOR in relation to that Coupon Period; 

  

	 	(d)	in relation to a Registered Note and a Coupon Period, the Bank Bill Rate on the first day of that Coupon Period, 

 plus: 
  

	 	(e)	in all cases, the relevant Margin for the relevant Note; plus 

  

	 	(f)	in the case of a Note (other than a Class A1 Note) at any time on or after the Call Option Date, the applicable Step-Up Margin (if any). 

 Currency Swap means the US$ Currency Swap or the Class A2b Currency Swap. 
 Currency Swap Provider means the US$ Currency Swap Provider or the Class A2b Currency Swap Provider. 
 Cut-Off Date means the date specified in the Sale Notice as the Cut-Off Date. 
 Dealer Agreement means the Dealer Agreement (relating to the Class A2c Notes and the Class B Notes). 
 Defaulting Party in relation to a Currency Swap has the meaning given in the relevant Currency Swap. 
  



			
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 Definitive Class A2b Note means a registered note in definitive form issued or to be
issued in respect of any Class A2b Note under, and in the circumstances specified in the Note Trust Deed, and includes any replacement for a Definitive Class A2b Note issued under the relevant Conditions. 
 Definitive Note means a Definitive US$ Note or a Definitive Class A2b Note. 
 Definitive US$ Note means a note in definitive form issued or to be issued in respect of any US$ Notes under, and in the circumstances
specified in, clause 3.3 of the Note Trust Deed, and includes any replacement for a Definitive US$ Note issued under the relevant Conditions. 
 Depositor means Westpac Securitisation Management Pty Limited, in its capacity as the depositor, as such term is defined in Regulation AB. 
 Designated Rating Agency means S&P and Moody’s. 
 Determination Date
means, in relation to the Trust for a Collection Period, the date which is four Business Days prior to the Payment Date following the end of that Collection Period. 
 DTC means the Depository Trust Company. 
 Eligibility Criteria means the criteria
set out in the schedule to this Series Notice. 
 Enforcement Expenses means the costs and expenses incurred by Westpac or the
Servicer in connection with the enforcement of any Purchased Receivables or the related Receivable Rights referred to in clause 7.2(a) of the Servicing Agreement. 
 EURIBOR means the rate “EUR-EURIBOR – Telerate”, as the applicable Floating Rate Option under the Definitions of the International Swaps and Derivates Association, Inc.
(ISDA) incorporating the 2000 ISDA Definitions, as amended and updated as at the Note Issue Date (the ISDA Definitions) being the rate for deposits in Euros for a period of 3 months which appears on the Reuters Page
EURIBOR01 as of 11.00am, Brussels time, on the second EURIBOR Business Day before the beginning of each Coupon Period (the Interest Determination Date) provided that on the first day of the first Interest Period, EUR-EURIBOR –
Telerate shall be an interpolated rate calculated with reference to the period from (and including) the Closing Date to (but excluding) the first Payment Date. If such rate does not appear on the Reuters Page EURIBOR01, the rate for that Coupon
Period will be determined as if the Trustee and the Calculation Agent had specified “EUR-EURIBOR – Reference Banks” as the applicable Floating Rate Option under the ISDA Definitions. “EUR-EURIBOR – Reference Banks”
means that the rate for a Coupon Period for a Class A2b Note will be determined on the basis of the rates at which deposits in Euros are offered by four major banks in the Euro-zone interbank market agreed to by the Calculation Agent and the Class
A2b Currency Swap Provider (the Reference Banks) at approximately 11.00am, Brussels time, on the relevant Interest Determination Date to prime banks in the Euro-zone interbank market for a period of 3 months commencing on the
first day of the Coupon Period and in a Representative Amount (as defined in the ISDA Definitions) or the relevant interpolated rate (if applicable). The Calculation Agent will request the principal Euro-zone office of each of the Reference Banks to
provide a quotation of its rate. If at least two such quotations are provided by Reference Banks to the Calculation Agent, the rate for that Coupon Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided by
Reference Banks to the Calculation Agent following the Calculation Agent’s request, the rate for that Coupon Period will be the arithmetic mean of the rates quoted by four major banks in the Euro-zone, selected by the Calculation Agent and the
Class A2b Currency Swap Provider, at approximately 11.00am, Brussels time, on that Interest Determination 

  



			
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Date for loans in Euros to leading European banks for a period of 3 months commencing on the first day of the Coupon Period and in a Representative Amount,
or the reelvant interpolated rate (if applicable). If no such rates are available in the Euro-zone, then the rate for such Coupon Period will be the most recently determined rate in accordance with this definition. 
 In this definition of EURIBOR, EURIBOR Business Day means any day on which the Trans-European Real-Time Gross Settlement
Express Transfer (TARGET) System or any successor to it is open. 
 Euro and € means the single currency
introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty Establishing the European Community as amended. 
 Euroclear means Euroclear Bank S.A/N.V. as operator of the Euroclear System. 
 Euro Account means, in
relation to the Trust, the Euro account opened with the Principal Paying Agent or any other Euro account opened and maintained outside Australia, with the Principal Paying Agent so long as the Principal Paying Agent is a Bank. 
 Euro Equivalent means: 
  

	 	(a)	in relation to an amount denominated or to be denominated in Australian dollars, that amount converted to (and denominated in) Euros at the Euro Exchange Rate; or


  

	 	(b)	in relation to an amount denominated in Euros the amount of Euros. 

 Euro Exchange Rate means in relation to a Class A2b Currency Swap or a Class A2b Note to which that Currency Swap relates, on any date, the rate of exchange (set as at the commencement of that Currency Swap) applicable under
that Class A2b Currency Swap for the exchange of Australian dollars for Euros. 
 Excess Available Income means, for a
Collection Period, the amount (if any) by which the Total Available Funds for the Collection Period exceeds the Total Payments for the Collection Period. 
 Excess Collections Distribution means, in relation to a Collection Period, the amount (if any) by which the Excess Available Income for that Collection Period exceeds the amounts applied under clause
5.11 on the Determination Date relating to that Collection Period. 
 Exchange Act means the Securities Exchange Act of 1934 of
the United States of America, as amended. 
 Finance Charge Collections means, for a Collection Period, the aggregate of:

  

	 	(a)	the aggregate of all amounts received by or on behalf of the Trustee during that Collection Period in respect of Government Charges, interest, fees and other amounts in the nature
of income payable under or in respect of the Purchased Receivables and the related Receivable Rights, to the extent not included within any other paragraph of this definition, including: 

  

	 	(i)	any Liquidation Proceeds received on account of interest received during that Collection Period; 

  

	 	(ii)	any payments by any person to the Trustee on the repurchase of a Purchased Receivable under the Transaction Documents during that Collection Period which are attributable to
interest; 

  

	 	(iii)	any amounts in the nature of interest adjustments received by the Trust from the Trustee as trustee of a Warehouse Trust in relation to the transfer of Purchased Receivables and
Purchased Receivable Securities from the Trust to that Warehouse Trust; and 

  



			
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	 	(iv)	the Prepayment Cost Surplus for that Collection Period (if any). 

  

	 	(b)	all amounts in respect of interest, fees and other amounts in the nature of income, received by or on behalf of the Trustee during that Collection Period including:


  

	 	(i)	from an Approved Seller, in respect of any breach of a representation, warranty or undertaking contained in the Master Trust Deed or this Series Notice; 

  

	 	(ii)	from an Approved Seller under any obligation under the Master Trust Deed or this Series Notice to indemnify or reimburse or pay damages to the Trustee for any amount;


  

	 	(iii)	from the Servicer in respect of any breach of a representation, warranty or undertaking contained in the Servicing Agreement or the Series Notice; and 

  

	 	(iv)	from the Servicer under any obligation under the Servicing Agreement or the Series Notice to indemnify or reimburse or pay damages to the Trustee for any amount,


 in each case which are determined by the Trust Manager to be in respect of interest, fees and other amounts in the nature of
income payable under the Purchased Receivables and the related Receivable Rights; and 
  

	 	(c)	Recoveries received by or on behalf of the Trustee during that Collection Period; 

 less: 
  

	 	(d)	the Government Charges collected by or on behalf of the Trustee for that Collection Period; 

  

	 	(e)	the aggregate of all fees and charges due to the Servicer or the Approved Seller under the Receivables as agreed by them from time to time and collected by the Approved Seller or
the Servicer during that Collection Period; and 

  

	 	(f)	the Prepayment Cost Surplus (if any) due to Westpac under clause 8.22(b) for that Collection Period and collected by Westpac (whether in its capacity as Servicer or otherwise)
during that Collection Period. 

 Finance Charge Loss means, for a Collection Period, the amount of all
Liquidation Losses referred to in clause 5.6(a). 
 Government Charges means, for any Collection Period, the aggregate of all
amounts collected by Westpac (whether in its capacity as Servicer or otherwise) in respect of the Purchased Receivables and the related Receivable Rights representing, bank accounts taxes or similar Taxes. 
 Gross Principal Collections means, for a Collection Period, the aggregate of: 
  

	 	(a)	all amounts received by or on behalf of the Trustee from or on behalf of Obligors under the Purchased Receivables during the Collection Period in respect of principal, in accordance
with the terms of the Purchased Receivables, including principal prepayments; 

  



			
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	 	(b)	all other amounts received by or on behalf of the Trustee under or in respect of principal under the Purchased Receivables and the related Receivable Rights during that Collection
Period including: 

  

	 	(i)	any Liquidation Proceeds received on account of principal; 

  

	 	(ii)	any amounts in the nature of principal received by or on behalf of the Trustee during that Collection Period pursuant to the sale of any Asset (including any amount received by the
Trustee on the issue of Notes, or the A$ Equivalent of that amount if the relevant Notes are denominated in US$ or Euros, which was not used to purchase a Purchased Receivable or Purchased Receivable Security and which the Trust Manager determines
is surplus to the requirements of the Trust); 

  

	 	(iii)	any Prepayment Costs applied towards Prepayment Benefits under clause 8.22(a); and 

  

	 	(iv)	any Prepayment Benefit Shortfall paid by Westpac to the Trust under clause 8.22(c); 

  

	 	(c)	all amounts received by or on behalf of the Trustee during that Collection Period from any provider of a Support Facility (other than a Currency Swap) under that Support Facility
and which the Trust Manager determines should be accounted for to reduce a Principal Loss; 

  

	 	(d)	all amounts received by or on behalf of the Trustee during that Collection Period: 

  

	 	(i)	from an Approved Seller, in respect of any breach of a representation, warranty or undertaking contained in the Transaction Documents; 

  

	 	(ii)	from an Approved Seller under any obligation under the Transaction Documents or this Series Notice to indemnify or reimburse or pay damages to the Trustee for any amount;


  

	 	(iii)	from the Servicer, in respect of any breach of any representation, warranty or undertaking contained in the Servicing Agreement; and 

  

	 	(iv)	from the Servicer under any obligation under the Servicing Agreement to indemnify or reimburse or pay damages to the Trustee for any amount, 

 in each case, which are determined by the Trust Manager to be in respect of principal payable under the Purchased Receivables and the related Receivable
Rights; 
  

	 	(e)	any amount of Excess Available Income to be applied to pay or reinstate a Principal Charge Off or a Carryover Charge Off (as applicable); 

  

	 	(f)	any Excess Available Income to be applied under clause 5.11(a)(iv) to Principal Draws made on a previous Payment Date; and 

  

	 	(g)	any Prepayment Calculation Adjustment for that Collection Period, 

 but excludes: 
  

	 	(i)	any amount payable by the Trustee under clause 8.27; and 

  

	 	(ii)	any principal paid in error by the relevant Borrower in respect of a Loan which was a Purchased Receivable after that Loan has been repaid in full and discharged.


  



			
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 GST means any goods and services tax, broad based consumption tax or value added tax
imposed by any government agency and includes any goods and services tax payable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). 
 Hedge Agreement in relation to the Trust includes the Basis Swap, any Interest Rate Swap or (notwithstanding the definition of Hedge Agreement in the Master Trust Deed) each Currency Swap.

 Housing Loan Principal means, in relation to a Purchased Receivable, the principal amount of that Purchased Receivable from
time to time. 
 Income Percentage means, in relation to the holder of a Residual Income Unit (as defined in clause 10) at any
time, the subscription price paid by that person for that Residual Income Unit divided by the total subscription prices of all Residual Income Units recorded in the Register maintained under clause 10 at that time, expressed as a percentage.

 Initial Invested Amount means in respect of a Note, the amount stated as the Initial Invested Amount for that Note in clause
4.2(e). 
 Initial Principal Distribution means any distribution of Principal Collections in accordance with clause 5.13.

 Initial Purchaser means Barclays Capital Inc. as purchaser of the Class A1 Notes under the Note Purchase Agreement.

 Interest Rate Swap means the master agreement dated on or about the date of this Series Notice made between the Trustee as
trustee of the Trust and Westpac, on the terms of the ISDA Master Agreement (with amendments thereto) and each Transaction (as defined in that agreement) entered into in accordance with that agreement in relation to the interest rate risk arising
from a Receivable which is a Fixed Option Home Loan or which is otherwise subject to a fixed rate of interest (other than a Receivable subject to a concessional introductory fixed rate of interest for 12 months or less). 
 Invested Amount means, on any day in relation to a Note, the Initial Invested Amount of that Note minus the aggregate of Principal Payments
made or to be made in respect of the Note on or before that date. 
 ISDA Definitions means the 2000 ISDA Definitions published
by the International Swaps and Derivatives Association, Inc. 
 Liquidation Loss means, for a Collection Period in relation to a
Purchased Receivable which is being enforced, the amount (if any) by which the Unpaid Balance of the Purchased Receivable (together with the Enforcement Expenses relating to the Purchased Receivable and the related Receivable Rights) exceeds the
Liquidation Proceeds in relation to the Purchased Receivable. 
 Liquidation Proceeds means, in relation to a Purchased
Receivable and the related Receivable Rights which have been or are being enforced, all amounts recovered in respect of the enforcement of the Purchased Receivable and the related Receivable Rights (but does not include the proceeds of any Mortgage
Insurance Policy). 
 Liquidity Draw means a drawing under the Liquidity Facility Agreement. 
 Liquidity Facility Agreement means, in relation to the Trust, the agreement so entitled dated on or about the date of this Series Notice
between the Trustee, the Trust Manager and the Liquidity Facility Provider. 
  



			
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 Liquidity Facility Provider means, in relation to the Trust, Westpac Banking
Corporation. 
 Liquidity Limit means the commitment of the Liquidity Facility Provider under the Liquidity Facility, as varied
from time to time. 
 Liquidity Outstandings means, at any time, the total principal amount of all outstanding Liquidity Draws
at that time. 
 Liquidity Shortfall means, in relation to a Collection Period, the amount (if any) by which the Total Payments
for the Collection Period exceed the aggregate of the Available Income and any Principal Draws for the Collection Period. 
 LVR
means, at any time in relation to a Loan (including a Purchased Receivable), the outstanding amount of the Loan at that time, plus any other amount secured by any Mortgage for that Loan including customer-paid Mortgage Insurance Policy (other than
any Other Secured Liabilities owed to any Approved Seller), at the date of determination divided by the aggregate value of the Mortgaged Property (determined as at the date of origination) subject to the related Mortgages for that Loan, expressed as
a percentage. 
 Manager means: 
  

	 	(a)	in relation to the Underwriting Agreement, any person identified as an “Underwriter” in the Underwriting Agreement for the purposes of this Series Notice;


  

	 	(b)	in relation to the Subscription Agreement, any person identified as a ‘Manager’ in the Subscription Agreement for the purposes of this Series Notice; and


  

	 	(c)	in relation to the Dealer Agreement, any person identified as a “Dealer” in the Dealer Agreement for the purposes of this Series Notice. 

 Mandatory Transfer means the obligation of the Class A1 Noteholders to transfer the Class A1 Notes on each Transfer Date to a third party
purchaser (following a successful remarketing of the Class A1 Notes by the Remarketing Agent) or to the Conditional Purchaser (following, among other things, a Remarketing Failure or the termination of the Conditional Purchase Commitment Period).

 Margin means, in relation to any Note, the Margin for that Note specified in clause 4.2(d). 
 Maximum Reset Margin means: 
  

	 	(a)	prior to but excluding the first Transfer Date after the Step-Up Margin Date, 0.03% per annum; and 

  

	 	(b)	on or after the first Transfer Date after the Step-Up Margin Date, 0.06% per annum. 

 Maturity Date means, in relation to a Note, the Maturity Date for that Note specified in clause 4.2(j). 
 Mortgage Insurer means GE Mortgage Insurance Company Pty Limited. 
 Mortgage
Shortfall means, in relation to a Purchased Receivable, the amount (if a positive number) equal to the Principal Loss for that Purchased Receivable minus the aggregate of: 
  

	 	(a)	the total amount recovered and recoverable in respect of that Purchased Receivable under the Mortgage Insurance Policies, determined to be attributable to principal under clause
5.7(b); and 

  



			
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	 	(b)	the total amount recovered and recoverable by the Trustee from the Approved Sellers or the Servicer (as the case may be) in respect of that Purchased Receivable (by way of damages
or otherwise) under or in respect of the Master Trust Deed, this Series Notice or the Servicing Agreement (as the case may be), determined by the Trust Manager to be attributable to principal. 

 For the purposes of: 
  

	 	(c)	this definition, an amount shall be regarded as not recoverable upon the earlier of: 

  

	 	(i)	a determination being made, in the case of paragraph (a), by the Trust Manager, and in the case of paragraph (b), by the Trustee, in each case upon the advice of such suitably
qualified expert advisers as the Trust Manager or the Trustee (as the case may be) thinks fit, that there is no such amount, or that such amount is not likely to be recovered (including because the relevant Mortgage Insurance Policy has been
terminated, the Mortgage Insurer is entitled to reduce the amount of the claim or the Mortgage Insurer defaults in payment of a claim); and 

  

	 	(ii)	the date which is two years after the Determination Date upon which the relevant Principal Loss was determined under clause 5.6(b); and 

  

	 	(d)	this Series Notice, a Mortgage Shortfall arises on the date upon which there are no further amounts referred to in paragraphs (a) and (b) recoverable in respect of the
relevant Purchased Receivable. 

 Net Principal Distributions means with respect to any Payment Date, the amount
of Principal Collections remaining after the distribution of Initial Principal Distributions. 
 Note means a Class A Note
or a Class B Note and includes: 
  

	 	(a)	the Conditions relating to the relevant Offshore Note; and 

  

	 	(b)	any interest in a Book-Entry Note as an account holder with a Clearing Agency. 

 Note Acknowledgement means an acknowledgement of the registration of a person as the holder of a Registered Note in the form set out in schedule 2 to the Master Trust Deed or in such other form as may
from time to time be agreed between the Trustee and the Trust Manager. 
 Note Party means the Calculation Agent, each Paying
Agent and each Note Registrar. 
 Note Purchase Agreement means the Note Purchase Agreement for Class A1 Notes dated 24 May
2007 between the Trustee, the Trust Manager, Westpac Banking Corporation and the Initial Purchaser. 
 Note Register means the
US$ Note Register or the Class A2b Note Register. 
 Note Registrar means the US$ Note Registrar or the Class A2b Note
Registrar. 
 Note Transfer means a transfer and acceptance of Registered Notes materially in the form of schedule 4 to the
Master Trust Deed or in such other form as may from time to time be agreed between the Trustee and the Trust Manager. 
 Note Trust
Deed means the deed so entitled dated on or about the date of this Series Notice between the Trustee, the Trust Manager and the Note Trustee. 
  



			
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 Noteholder means, at any time, the person who: 
  

	 	(a)	in relation to a Registered Note, is registered as the holder of that Note at that time; 

  

	 	(b)	in relation to a Definitive Note, is the registered holder of that Note; or 

  

	 	(c)	in relation to a Note which is represented by a Book-Entry Note, is the registered holder of that Note at that time, 

 except that for the purposes of payments in respect of Book-Entry Notes, the right to those payments shall be vested, as against the Trustee and the Note
Trustee in respect of the Trust, by payment to the Clearing Agency in accordance with and subject to their respective Conditions and the provisions of this Series Notice and the Note Trust Deed. The words holder and holders shall
(where appropriate) be construed accordingly. 
 Notice Date means, in relation to a Collection Period, the date which is the
Business Day prior to the Payment Date following the end of that Collection Period. 
 Notice of Creation of Trust means the
Notice of Creation of Trust dated on or about 23 May 2007 issued under the Master Trust Deed in relation to the Trust. 
 Offshore
Note means a US$ Note or a Class A2b Note. 
 Offshore Noteholder means an US$ Noteholder or a Class A2b Noteholder.

 Other Trust means any Trust (as defined in the Master Trust Deed) other than the Trust. 
 Paying Agent means any person appointed as a Paying Agent under the Agency Agreement, and includes the Principal Paying Agent. 

Payment Date, in relation to a Note, has the meaning given in relation to that Note in clause 4.2(h). 
 Payment Shortfall means, in relation to a Collection Period, the amount (if any) by which the Total Payments for that Collection Period
exceed the Available Income for that Collection Period. 
 Performing Loan has the meaning given in the Liquidity Facility
Agreement. 
 Prepayment Benefit means, on the early discharge of a Purchased Receivable which is a housing loan bearing a fixed
rate of interest (other than a Receivable subject to a concessionary rate of interest for 12 months or less), the amount (if any) credited to the relevant Obligor’s loan account by Westpac by means of a reduction in the Housing Loan Principal
of that Purchased Receivable, in accordance with the relevant Receivable Agreement. 
 Prepayment Benefit Shortfall means, in
relation to a Collection Period, the amount by which the total of all Prepayment Benefits for that Collection Period exceeds the total of all Prepayment Costs for that Collection Period. 
 Prepayment Calculation Adjustment means, in relation to a Purchased Receivable, any amount credited to the Obligor by Westpac under that
Purchased Receivable to reflect an interest adjustment resulting from a change in computer systems. 
 Prepayment Cost means, on
the early discharge of a Purchased Receivable which is a housing loan bearing a fixed rate of interest (other than a Receivable subject to a concessionary rate of interest for 12 months or less), the amount (if any) owed by the relevant Obligor and
collected by Westpac, in accordance with the relevant Receivable Agreement. 
  



			
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 Prepayment Cost Surplus means, in relation to a Collection Period, the amount by which
the total of all Prepayment Costs for that Collection Period exceeds the total of all Prepayment Benefits for that Collection Period. 
 Principal Charge Off means, in relation to any Collection Period, the aggregate of all Mortgage Shortfalls for that Collection Period. 
 Principal Collections means, for a Collection Period: 
  

	 	(a)	the Gross Principal Collections for that Collection Period; less 

  

	 	(b)	any amounts deducted by or paid to Westpac under clause 5.3(b) to reimburse Redraws funded by Westpac during that Collection Period for which Westpac has not previously been
reimbursed. 

 Principal Draw means, for a Collection Period, the amount calculated under clause 5.4 in relation
to that Collection Period. 
 Principal Entitlement means, in relation to a Note for the purposes of the Master Trust Deed on
any date, the Stated Amount of that Note at that date. 
 Principal Loss means, for a Collection Period in relation to a
Purchased Receivable, the amount of any Liquidation Loss for that Purchased Receivable for that Collection Period referred to in clause 5.6(b). 
 Principal Outstanding has the meaning given in the Redraw Facility Agreement. 
 Principal Paying Agent
means The Bank of New York or any successor as Principal Paying Agent under the Agency Agreement. 
 Principal Payment means a
Class A Principal Payment or a Class B Principal Payment. 
 Principal Repayment Date means, in relation to a Note for the
purposes of the Master Trust Deed, the Maturity Date for that Note and each date on which the Invested Amount or Stated Amount is reduced under this Series Notice. 
 Property Restoration Expenses means costs and expenses incurred by or on behalf of the Trustee, or by the Servicer under the Servicing Agreement, in repairing, maintaining or restoring to an appropriate
state of repair and condition any Mortgaged Property, in exercise of a power conferred on the mortgagee under the Purchased Receivable and Relevant Documents relating thereto. 
 Prospectus means: 
  

	 	(a)	the Base Prospectus dated 14 May 2007; and 

  

	 	(b)	the Prospectus Supplement relating to the Trust and the US$ Notes dated on or about the date of this Series Notice. 

 Prospectus Regulations means the Prospectus (Directive 2003/71/EC) Regulations 2005. 
 Purchased Receivable means each Loan specified in a Sale Notice (including any Redraw in respect of that Loan) and purchased by the Trustee
unless the Trustee has ceased to have an interest in that Loan. 
 Purchased Receivable Security means each Mortgage specified
in the Sale Notice and purchased by the Trustee, unless the Trustee has ceased to have an interest in that Mortgage. 
  



			
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 Quarter means each three month
period in a year which period begins on the 9th day of February, May, August and November. 
 Quarterly Percentage means, for a Collection Period, the aggregate Housing Loan Principal of all Purchased Receivables which are in Arrears
for more than 60 consecutive days as at close of business on the last day of that Collection Period, expressed as a percentage of the aggregate Housing Loan Principal of all Purchased Receivables as at close of business on the last day of that
Collection Period. 
 Receivable means, in relation to the Trust, the rights of the relevant Approved Seller or the Trustee (as
the case may require) under or in respect of Loans constituted upon acceptance of Westpac’s standard Loan Offer for: 
  

	 	(a)	a Premium Option Home Loan; 

  

	 	(b)	a Fixed Options Home Loan; 

  

	 	(c)	a First Option Home Loan; 

  

	 	(d)	a Premium Option Home Loan with 1 Year Guaranteed Rate; 

  

	 	(e)	a Rocket Repay Home Loan; 

  

	 	(f)	a Fixed Rate Investment Property Loan; 

  

	 	(g)	a Variable Rate Investment Property Loan; 

  

	 	(h)	an Investment Loan with 1 Year Guaranteed Rate; 

  

	 	(i)	a First Option Investment Property Loan; 

  

	 	(j)	a Rocket Investment Loan; 

  

	 	(k)	a Low Doc Fixed Options Home Loan; 

  

	 	(l)	a Low Doc Premium Option Home Loan; 

  

	 	(m)	a Low Doc Interest Only Home Loan; 

  

	 	(n)	a Low Doc Fixed Rate Investment Property Loan; or 

  

	 	(o)	a Low Doc Variable Rate Investment Property Loan, 

 (or any
variation of those products after the Sale Notice is or was given) as varied by Westpac’s standard letter of variation, or any other Receivables (as defined in the Master Trust Deed) originated by Westpac which is acceptable to the Trustee (in
all cases in the form certified by Westpac before the Sale Notice is or was given, and as certified thereafter from time to time). 
 Record Date means: 
  

	 	(i)	with respect to a Payment Date for any Registered Note, 4.00pm (Sydney time) on the second Business Day before that Payment Date; 

  

	 	(ii)	with respect to a Payment Date for any Book-Entry Note, close of business on the second Business Day before that or Payment Date; and 

  

	 	(iii)	with respect to a Payment Date for any Definitive Note, the last day of the calendar month before that Payment Date. 

  



			
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 Recovery means any amount received by Westpac or the Servicer under or in respect of a
Purchased Receivable and the related Receivable Rights at any time after a Finance Charge Loss or Principal Loss has arisen in respect of that Purchased Receivable (other than any amount received under a Mortgage Insurance Policy), provided that
amount is not otherwise payable to an insurer under a Mortgage Insurance Policy. 
 Redraw means, in relation to any Collection
Period, an amount provided to an Obligor by the Approved Seller under a Purchased Receivable in respect of any principal prepayments previously made to the Obligor’s loan account in accordance with the terms of the Obligor’s Purchased
Receivable. 
 Redraw Charge Off means the amount of any reduction in the Principal Outstanding under the Redraw Facility
Agreement under clause 5.17(b)(ii). 
 Redraw Facility Agreement means, in relation to the Trust, the agreement so entitled
dated on or about the date of this Series Notice between the Trustee, the Trust Manager and the Redraw Facility Provider. 
 Redraw
Facility Provider means, in relation to the Trust, Westpac Banking Corporation. 
 Redraw Limit means the Redraw Limit
as defined in the Redraw Facility Agreement. 
 Redraw Shortfall means, on each Determination Date, the aggregate of Redraws
made prior to that Determination Date which remain outstanding after applying Gross Principal Collections towards reimbursement of those Redraws under clause 5.3. 
 Reference Bank means any financial institution authorised to quote on the Reuters Screen BBSW Page. 
 Registered Note means a Class A2c Note or a Class B Note. 
 Registered Note Payment Date means a Payment
Date for a Registered Note. 
 Registered Noteholder means a person who is a Noteholder in relation to a Registered Note.

 Regulation AB means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123,
as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. 
 Remaining Liquidity Shortfall means, in relation to a Collection Period, the amount (if any) by which the Liquidity Shortfall (if any) for that Collection Period exceeds the Available Liquidity Amount for that Collection
Period. 
 Remarketing Agent means Barclays Capital Inc. 
 Remarketing Agreement means the remarketing agreement dated on or about the date of this Series Notice between the Trustee, the Trust Manager, the Remarketing Agent, the Conditional Purchaser and the
Tender Agent. 
 Remarketing Failure has the meaning given to that term in the Remarketing Agreement. 
 Remittance Date means, in relation to a Collection Period, the date which is two Business Days prior to the Payment Date following the end
of that Collection Period. 
  



			
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	Series Notice	  	




  

 Reset Margin has the meaning given in the Remarketing Agreement. 
 Residual Capital Unit has the meaning given in clause 10.1. 
 Residual Capital Beneficiary means the holder of the Residual Capital Unit from time to time. 
 Residual Income Beneficiary means the holder of a Residual Income Unit from time to time. 
 Residual Income Unit has the meaning given in clause 10.1. 
 Sale Notice means any Sale Notice (as defined in the Master Trust Deed) which may be given by Westpac (in its capacity as Approved Seller)
to the Trustee as trustee of the Trust after the date of execution of this Series Notice and which is subsequently accepted by the Trustee. 
 Securities Act means the United States Securities Act of 1933, as amended. 
 Security Trust Deed means
the security trust deed dated on or about 23 May 2007 between the Trustee, the Trust Manager, the Note Trustee and the Security Trustee. 
 Security Trustee means BNY Trust (Australia) Registry Limited (ACN 000 334 636). 
 Servicer
Downgrade means a downgrade of the long term rating of either the Servicer or its holding company (if any)below Baa2 by Moody’s. 
 Servicer’s Report means each report to be prepared by the Servicer under clause 6.5 of the Servicing Agreement. 
 Servicing Agreement means the agreement so entitled dated 12 March 2002 (as amended) between, among others, the Trustee and the Servicer. 
 Servicing Criteria means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time. 
 Servicing Fee means the fee payable under clause 6.1(c) of this Series Notice and clause 7.1 of the Servicing Agreement. 
 Spread, in relation to any amount to be paid under a Currency Swap, has the meaning given in that Currency Swap in respect of payments by
the Trustee under that Currency Swap. 
 Stated Amount means a Class A Stated Amount or a Class B Stated Amount.

 Static Pool Information means static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
AB. 
 Step-Up Margin in relation to any Note (other than a Class A1 Note), has the meaning given in clause 4.10. 
 Step-Up Margin Date has the meaning given to it in clause 4.10. 
 Stock Exchange means a stock exchange on which any of the Notes are listed. 
 Subcontractor means any vendor, subcontractor or other person that is not responsible for the overall servicing (as “servicing” is
commonly understood by participants in the mortgage-backed securities market) of Purchased Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Purchased Receivables under the
direction or authority of the Servicer or a Subservicer, if any. 
  



			
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 Subordinated Percentage means, at any time, the aggregate of the Class B Stated Amounts
divided by the sum of: 
  

	 	(a)	the Total Stated Amount at that time; and 

  

	 	(b)	the Redraw Limit at that time. 

 Subscription
Agreement means the Subscription Agreement dated on or about 24 May between the Trustee, the Trust Manager, Westpac and the Managers named in that agreement, in relation to subscription for the Class A2b Notes. 
 Subservicer means any person that services Purchased Receivables on behalf of the Servicer or any Subservicer and is responsible for the
performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Series Notice, the Servicing Agreement or any other Transaction
Document, that are identified in Item 1122(d) of Regulation AB. 
 Support Facility Collateral Account means, in relation
to a Support Facility, each Collateral Account as defined in that Support Facility. 
 Swap Provider means, in relation to a
Hedge Agreement, the counterparty which enters into that arrangement with the Trustee. 
 Tender Agent means The Bank of New
York. 
 Three Month LIBOR means, in relation to any Coupon Period, the rate of interest determined by the Calculation Agent on
the basis of the following paragraphs. 
 On each Coupon Determination Date, the Calculation Agent will determine the rate
“USD-LIBOR-BBA” as the applicable Floating Rate Option under the ISDA Definitions being the rate applicable to any Coupon Period for deposits for a period of the same duration for which this rate is being calculated in US dollars which
appears on the Reuters Page LIBOR01 as of 11.00 a.m., London time, on the Coupon Determination Date, provided that on the first day of the first Coupon Period, USD-LIBOR-BBA shall be an interpolated rate calculated with reference to the period from
(and including) the Closing Date to (but excluding) the first Payment Date. If such rate does not appear on the Reuters Page LIBOR01, the rate for that Coupon Period will be determined as if the Trustee and Calculation Agent had specified
“US-LIBOR-Reference Banks” as the applicable Floating Rate Option under the ISDA Definitions. “US-LIBOR-Reference Banks” means that the rate for a Coupon Period for a US$ Note will be determined on the basis of the rates at which
deposits in U.S. Dollars are offered by the LIBOR Reference Banks (being four major banks in the London interbank market agreed by the Calculation Agent and the Currency Swap Provider) at approximately 11:00 a.m., London time, on the Coupon
Determination Date to prime banks in the London interbank market for a period of the same duration for which this rate is being calculated commencing on the first day of the Coupon Period and in a Representative Amount (as defined in the ISDA
Definitions), or the relevant interpolated rate (if applicable). The Calculation Agent will request the principal London office of each of the LIBOR Reference Banks to provide a quotation of its rate. If at least two such quotations are provided,
the rate for that Coupon Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Coupon Period will be the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Calculation Agent (after consultation with the Currency Swap Provider), at approximately 11:00 a.m., New York City time, on that Coupon Determination Date for loans in U.S. dollars to leading 

  



			
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European banks for a period of three months commencing on the first day of the Coupon Period and in a Representative Amount, or the relevant interpolated
rate (if applicable). If no such rates are available in London, then the Three Month LIBOR for such Coupon Period will be the most recently determined rate in accordance with this definition. 
 Threshold Rate means, at any time, the minimum rate of interest that must be set on all Purchased Receivables where permitted under the
relevant Receivable Agreement which will be sufficient (assuming that all relevant parties comply with their obligations at all times under the Transaction Documents, the Purchased Receivables and the related Receivable Rights), when aggregated with
the income produced by the rate of interest on all other Purchased Receivables and other Authorised Investments which are Assets of the Trust, to ensure that the Trustee will have available to it sufficient Collections to enable it to comply with
its obligations under the Transaction Documents relating to the Trust as they fall due (including the repayment of any Principal Draws by the Maturity Date of all Notes and the payment of all A$ denominated amounts to the Currency Swap Providers
under the Currency Swaps necessary to enable the Trustee to pay all Coupons due on Offshore Notes from time to time). 
 Title
Perfection Event means, in relation to the Trust, the events set out in clause 11. 
 Total Available Funds means, for a
Collection Period, the aggregate of: 
  

	 	(a)	the Available Income for that Collection Period; 

  

	 	(b)	any Principal Draw which the Trustee is required to allocate under clause 5.13(a)(iii) on or before the Payment Date for that Collection Period; and 

  

	 	(c)	any Liquidity Draw which the Trustee is required to make under clause 5.5 on or before the Payment Date for that Collection Period. 

 Total Carryover Charge Off means, on any date, the sum of: 
  

	 	(a)	the A$ Equivalent of all Carryover Class A Charge Offs for all Class A Notes as at that date; and 

  

	 	(b)	the Carryover Class B Charge Offs for all Class B Notes as at that date; 

 Total Initial Invested Amount means, at any time, the sum of: 
  

	 	(a)	the A$ Equivalent of all Initial Invested Amounts of all Offshore Notes; and 

  

	 	(b)	all Initial Invested Amounts of all Registered Notes, 

 at
that time. 
 Total Invested Amount means, at any time, the sum of: 
  

	 	(a)	the A$ Equivalent of all Invested Amounts of all Offshore Notes; and 

  

	 	(b)	all Invested Amounts of all Registered Notes, 

 at that
time. 
 Total Payments means, in relation to a Collection Period, all amounts paid or to be paid by the Trustee under clause
5.10 in relation to that Collection Period. 
 Total Stated Amount means, at any time, the sum of the aggregate of the A$
Equivalent of all the Class A Stated Amounts and the aggregate of the Class B Stated Amounts at that time. 
  



			
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 Transaction Document means each Transaction Document (as defined in the Master Trust
Deed) which relates to the Trust and includes: 
  

	 	(a)	the Dealer Agreement; 

  

	 	(b)	the Underwriting Agreement; 

  

	 	(c)	the Note Trust Deed; 

  

	 	(d)	the Agency Agreement; 

  

	 	(e)	the Note Purchase Agreement; 

  

	 	(f)	the Remarketing Agreement; 

  

	 	(g)	the Conditional Purchase Agreement; and 

  

	 	(h)	the Subscription Agreement. 

 Transfer Date
means the Payment Date falling in May of each year, beginning in May 2008 to and including the Payment Date occurring in May 2037. 
 Trust means the Series 2007-1G WST Trust constituted under the Master Trust Deed and the Notice of Creation of Trust. 
 Trust Expenses means, in relation to a Collection Period (and in the following order of priority): 
  

	 	(a)	first, Taxes payable in relation to the Trust for that Collection Period; 

  

	 	(b)	second, the Trustee’s Fee for that Collection Period; 

  

	 	(c)	third, any fee payable to the Security Trustee under or in connection with the Security Trust Deed; 

  

	 	(d)	fourth, any fee payable to the Note Trustee under or in connection with the Note Trust Deed; 

  

	 	(e)	fifth, pari passu any fee payable to a Note Party under or in connection with the Agency Agreement; 

  

	 	(f)	sixth, the Trust Manager’s Fee for that Collection Period; 

  

	 	(g)	seventh, the Servicing Fee for that Collection Period; 

  

	 	(h)	eighth, pari passu any costs, charges or expenses (other than fees) incurred by, and any liabilities owing under any indemnity granted to, the Security Trustee, the Servicer, the
Note Trustee, a Note Party in relation to the Trust under the Transaction Documents, for that Collection Period; and 

  

	 	(i)	ninth, pari passu any other Expenses relating to the Trust (including any Settlement Amount (as defined in each Currency Swap) payable to the relevant Currency Swap Provider except
where that Currency Swap Provider is the Defaulting Party), 

 all of the amounts in paragraphs (a) to (i) (inclusive)
being Expenses for the purposes of the Master Trust Deed, but excluding any amounts paid or to be paid under clause 5.10(a)(viii). 
 Trust Manager’s Report means a report in the form agreed by the Trustee and the Trust Manager from time to time. 
  



			
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 Underwriting Agreement means the Underwriting Agreement dated on or about the date of
this Series Notice between the Trustee, the Trust Manager, Westpac and others in relation to subscription for Class A2a Notes. 
 US$
Account means, in relation to the Trust, the US$ account with the Principal Paying Agent, or any other account opened and maintained with the Principal Paying Agent. 
 US$ Currency Swap means the Class A1 Currency Swap or the Class A2a Currency Swap. 
 US$ Currency Swap Provider means: 
  

	 	(a)	initially, Westpac; and 

  

	 	(b)	thereafter, any other person who is a party to a US$ Currency Swap. 

 US$ Equivalent means: 
  

	 	(a)	in relation to an amount denominated or to be denominated in Australian dollars, that amount converted to (and denominated in) US$ at the US$ Exchange Rate;


  

	 	(b)	in relation to an amount denominated or to be denominated in Euros, that amount converted to (and denominated in) US$ at the relevant US$ Exchange Rate; or 


 

	 	(c)	in relation to an amount denominated or to be denominated in US$, the amount of US$. 

 US$ Exchange Rate means, on any date: 
  

	 	(a)	in relation to an amount denominated or to be denominated in Australian dollars, the rate of exchange (set as at the commencement of the relevant Currency Swap) applicable under
that Currency Swap for the exchange of Australian dollars for United States dollars; and 

  

	 	(b)	in relation to an amount denominated or to be denominated in Euros, the rate for the exchange of Euros for United States dollars (set as at the commencement of the relevant Currency
Swap). 

 US$ Note means a Class A1 Note or a Class A2a Note. 
 US$ Note Register means the register kept by the US$ Note Registrar to provide for the registration and transfer of US$ Notes under the Note
Trust Deed. 
 US$ Note Registrar means The Bank of New York or any successor note registrar in respect of the US$ Notes
approved in writing by the Note Trustee and appointed under the Agency Agreement. 
 US$ Noteholder means a Noteholder of a US$
Note. 
 Warehouse Investment Agreement means: 
  

	 	(a)	the document so entitled dated 19 February 1997 between Westpac Securities Administration Limited as trustee of the WST Warehouse Trust #1, the Trust Manager and Westpac
Banking Corporation; or 

  

	 	(b)	any other agreement which the Trustee and the Trust Manager agree is a Warehouse Investment Agreement or Warehouse Facility Agreement for the purposes of this Series Notice.


 Warehouse Investor has the meaning given to that term in a Warehouse Investment Agreement. 
 Westpac Remittance Rating means a short term rating of A1+ from S&P and P-1 from Moody’s. 
  



			
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	6.2	Interpretation 

 Clause 1.2 of the Master Trust Deed
is incorporated into this Series Notice as if set out in full, except that any reference to deed is replaced by a reference to Series Notice any reference to United States dollars, USD and
US$ is to currency of the United States of America and any reference to Euros and € is to lawful currency of the time being of the member states of the European Union that adopt the single currency in
accordance with the treaty establishing the European Community. 
  

	6.3	Limitation of liability of the Trustee 

  

	 	(a)	General 

 Clause 33 of the Master Trust Deed applies
to the obligations and liabilities of the Trustee and the Trust Manager under this Series Notice. 
  

	 	(b)	Liability of Trustee limited to its right of indemnity 

  

	 	(i)	The Trustee enters into this Series Notice only in its capacity as trustee of the Trust and in no other capacity. A liability arising under or in connection with this Series Notice,
a Transaction Document or the Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of property 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 this Series Notice 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 this Series Notice, a Transaction Document or the Trust. 

  

	 	(ii)	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 under the Security Trust
Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. 

  

	 	(iii)	The provisions of this clause 3.3 shall 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. 

  

	 	(iv)	 It is acknowledged that the Trust Manager, the Servicer, the Currency Swap Providers, the Note Trustee, the Principal Paying Agent, the other Paying Agents and the
Calculation Agent (each a Relevant Party) are responsible under this Series Notice and the other 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 under this Series Notice) will be considered fraud, negligence or Wilful Default of the Trustee for the purpose of sub-paragraph (iii) to the extent to which the act or omission was caused or
contributed to by any failure by any Relevant Party or any other person who provides services in respect of the Trust (other than a person who has been delegated or appointed by the Trustee and for whom the Trustee is responsible under this Series
Notice or the relevant Transaction Documents, but excluding any Relevant Party) to fulfil its 



  



			
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obligations relating to the Trust or by any other act or omission of a Relevant Party or any other person who provides services in respect of the Trust
(other than a person who has been delegated or appointed by the Trustee and for whom the Trustee is responsible under this Series Notice or the relevant Transaction Documents, but excluding any Relevant Party). 


  

	 	(v)	No attorney, agent, receiver or receiver and manager appointed in accordance with this Series Notice or any other Transaction Documents (including a Relevant Party) 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 sub-paragraph (iii), if the
Trustee has exercised reasonable care in the selection and supervision of such a person. 

  

	6.4	Security Trustee liability 

 Clause 36.14 of the
Security Trust Deed is incorporated into this Series Notice as if set out in full, except that any reference to deed is replaced by a reference to Series Notice. 
  

	6.5	Knowledge of Trustee 

 In relation to the Trust, the
Trustee will be considered to have knowledge or notice of or be aware of any matter or thing if the Trustee has knowledge, notice or awareness of that matter or thing by virtue of the actual notice or awareness of the officers or employees of the
Trustee who have day to day responsibility for the administration of the Trust. 
  

	6.6	Business Day Convention 

 If any payment or
calculation is to be made or any other thing done, (including in relation to a Payment Date or a Collection Period) on a day which is not a Business Day, the due date will be the next Business Day unless that day falls in the next calendar month, in
which case the due date will be the preceding Business Day. 
  

	6.7	Financial product advice 

 The parties acknowledge
that: 
  

	 	(a)	the Trust Manager may from time to time provide financial product advice (as defined in the Corporations Act) to the Trustee as contemplated by the Transaction Documents; and


  

	 	(b)	the Trustee may rely on that advice. 

  

	6.8	Knowledge of Note Trustee 

 In relation to the trust
constituted by the Note Trust Deed, the Note Trustee will be considered to have knowledge or notice of or be aware of any matter or thing if the Note Trustee has knowledge, notice or awareness of that matter or thing by virtue of the actual notice
or awareness of the officers or employees of the Note Trustee who have day to day responsibility for the duties of the Note Trustee. 
  



			
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	6.9	Note Trustee liability 

 Clause 14 of the Note Trust
Deed is incorporated into this Series Notice as if set out in full, except that any reference to deed is replaced by a reference to Series Notice. 
  

	7.	Notes 

  

	7.1	Conditions of Notes 

  

	 	(a)	The conditions of the Registered Notes will be as set out in the Master Trust Deed, as supplemented and amended by the provisions set out in this Series Notice.


  

	 	(b)	The conditions of the Offshore Notes will be as set out in the Master Trust Deed, the relevant Conditions and the Series Notice. 

  

	7.2	Summary of conditions of Notes 

 Under clause 13.3
of the Master Trust Deed, the Trust Manager provides the following information in respect of the Notes. 
  

									
		 	(a)	 	Class of Note:	  	There will be the following Classes of Notes:
				
		 		 		  	 (i)     Class A1 Notes

				
		 		 		  	 (ii)    Class A2a Notes

				
		 		 		  	 (iii)  Class A2b Notes

				
		 		 		  	 (iv)   Class A2c Notes

				
		 		 		  	 (v)    Class B Notes

				
		 	(b)	 	Total Initial Invested	  	Class A1 Notes – US$1,250,000,000
				
		 		 	Amount of each Class of Notes:	  	Class A2a Notes – US$2,600,000,000
				
		 		 		  	Class A2b Notes – €600,000,000
				
		 		 		  	Class A2c Notes – A$1,250,000,000
				
		 		 		  	Class B Notes – A$120,000,000
				
		 	(c)	 	Manner and order in which principal and interest is to be paid on Notes:	  	As set out in clause 5
				
		 	(d)	 	Margin:	  	 (i)     in the case of any Class A1 Note prior to the first Transfer Date, minus 0.03% per annum, and
thereafter the Reset Margin for the Class A1 Notes as determined under the Remarketing Agreement for each Transfer Date from time to time (which cannot exceed the Maximum Reset Margin at any time);


  



			
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		 		  		  	 (ii)    in the case of Class A2a Notes, 0.05% per annum;

				
		 		  		  	 (iii)  in the case of Class A2b Notes, 0.07% per annum;

				
		 		  		  	 (iv)   in the case of Class A2c Notes, 0.13% per annum; and

				
		 		  		  	 (v)    in the case of Class B Notes, 0.19% per annum.

				
		 	(e)	  	Initial Invested Amount:	  	 (i)     Class A1 Notes - denominated with an Initial Invested Amount of US$100,000 per Note and in
multiples of US$1,000 in excess thereof;

				
		 		  		  	 (ii)    Class A2a Notes - denominated with an Initial Invested Amount of US$100,000 per Note and in
multiples of US$1,000 in excess thereof;

				
		 		  		  	 (iii)  Class A2b Notes - denominated with an Initial Invested Amount of €100,000 per Note and in multiples of
€50,000 in excess thereof;

				
		 		  		  	 (iv)   Class A2c Notes – denominated with an Initial Invested Amount of A$100,000 per
Note;

				
		 		  		  	 (v)    Class B Notes – denominated with an Initial Invested Amount of A$100,000 per
Note.

				
		 	(f)	  	Rating:	  	 (i)     Class A1 Notes – A1+ short term rating and AAA long term rating from S&P, P-1 short
term rating and Aaa long term rating from Moody’s;

				
		 		  		  	 (ii)    Class A2a Notes – AAA (S&P)/Aaa (Moody’s);

				
		 		  		  	 (iii)  Class A2b Notes – AAA (S&P)/Aaa (Moody’s);

				
		 		  		  	 (iv)   Class A2c Notes – AAA (S&P)/Aaa (Moody’s);

				
		 		  		  	 (v)    Class B Notes – AA (S&P)/Aa2 (Moody’s).

				
		 	(g)	  	Issue Price:	  	 (i)     Class A1 Notes – issued at par value;


  



			
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		 		  		  	 (ii)    Class A2a Notes – issued at par value;

				
		 		  		  	 (iii)  Class A2b Notes – issued at par value;

				
		 		  		  	 (iv)   Class A2c Notes – issued at par value;

				
		 		  		  	 (v)    Class B Notes – issued at par value.

				
		 	(h)	  	Payment Dates:	  	 (i)     Class A1 Notes – the 21st day of each Quarter (New York time).

				
		 		  		  	 (ii)    Class A2a Notes – the 21st day of each Quarter (New York time);

				
		 		  		  	 (iii)  Class A2b Notes – the 21st day of each Quarter (London time);

				
		 		  		  	 (iv)   Class A2c Notes – the 21st day of each Quarter (Sydney time);

				
		 		  		  	 (v)    Class B Notes – the 21st day of each Quarter (Sydney time);

				
		 		  		  	The first Payment Date for the Class A2a Notes will be 21 August 2007 (New York time), the first Payment Date for the Class A2b Notes will be 21 August 2007 (London time), the
first Payment Date for the Class A2c Notes will be 21 August 2007 (Sydney time) and the first Payment Date for the Class B Notes will be 21 August 2007 (Sydney time).
				
		 	(i)	  	Maturity Date:	  	The Class A1 Notes, the Class A2a Notes, the Class A2b Notes, the Class A2c Notes and the Class B Notes: the Payment Date falling in May 2038.

  

	7.3	Issue of Notes 

  

	 	(a)	Registered Notes must be issued in minimum parcels or subscriptions which have an aggregate Initial Invested Amount of A$500,000, (disregarding any amount payable to the extent to
which it is to be paid out of money lent by the person offering the Registered Notes or an associate (as defined in Division 2 of Part 2.1 of the Corporations Act)) or must otherwise constitute an issue that need not be disclosed under Part 6D.2 of
the Corporations Act. 

  

	 	(b)	The Class A2b Notes must be issued in minimum parcels of subscriptions which have an aggregate initial participation amount of not less than €100,000 and:


  

	 	(i)	will comply with the Financial Services and Markets Act 2000 (UK) and all regulations made under or in relation to that Act; 

  

	 	(ii)	in circumstances which conform to the provisions of the Prospectus Regulations; and 

  



			
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	 	(iii)	in circumstances that would comply with the Market Abuse (Directive 2003/6/EC) Regulations 2005. 

  

	 	(c)	US$ Notes must be issued in amounts, or on terms, that their offer for subscription and their issue will comply with the United States Securities Act of 1933, the United States
Securities Exchange Act of 1934, all regulations made under or in relation to them, and all other laws or regulations of any jurisdiction of the United States of America regulating the Offer or issue of, or subscription for, Notes.


  

	 	(d)	The Class A1 Notes have not been and will not be registered under the Securities Act or under any securities or blue sky laws of any State of the United States. The Class A1 Notes
may not be offered or sold within the United States of America or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Accordingly, the Class A1 Notes are being offered and sold only: 

  

	 	(i)	within the United States, to “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act) in reliance upon the exemption from the registration
requirements of the Securities Act provided by Rule 144A; and 

  

	 	(ii)	outside the United States, to non-U.S. persons in reliance on Regulation S under the Securities Act. 

  

	 	(e)	No Registered Note or Class A2b Note has been or will be registered under the Securities Act and the Registered Notes and Class A2b Notes may not be offered or sold within the
United States or to, or for the account of benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph
have the meanings given to them by Regulation S under the Securities Act. 

  

	7.4	Trustee’s Covenant to Noteholders 

 Subject to
the terms of the Master Trust Deed and this Series Notice, the Trustee: 
  

	 	(a)	acknowledges its indebtedness in respect of the Invested Amount of each Note; and 

  

	 	(b)	covenants with the Security Trustee and with the Note Trustee for the benefit of each Noteholder: 

  

	 	(i)	to make all payments on or in respect of the Notes held by that Noteholder on the due date for payment; 

  

	 	(ii)	to comply with the terms of this Series Notice and the Transaction Documents to which it is a party; and 

  

	 	(iii)	to pay the Stated Amount in relation to the Notes held by that Noteholder on the Maturity Date. 

  

	7.5	Repayment of Notes on Payment Dates 

  

	 	(a)	On each Payment Date for a Note, the Invested Amount of that Note shall be reduced by, and the obligations of the Trustee with respect to that Note shall be discharged to the extent
of, the amount of the Principal Payment made on that Payment Date in respect of that Note. 

  



			
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	 	(b)	All payments of principal on US$ Notes will be made in United States dollars. 

  

	 	(c)	All payments of principal on Class A2b Notes will be made in Euros. 

  

	 	(d)	All payments of principal on Registered Notes will be made in Australian dollars. 

  

	7.6	Final Redemption 

 Each Note shall be redeemed in
full, and the obligations of the Trustee with respect to the payment of the Invested Amount of that Note shall be finally discharged, on the first to occur of: 
  

	 	(a)	the date upon which the Invested Amount of that Note is reduced to zero; 

  

	 	(b)	if the Stated Amount is less than the Invested Amount, the date on which the Stated Amount of that Note is reduced to zero; 

  

	 	(c)	the date upon which the relevant Noteholder renounces all of its rights to any amounts payable under or in respect of that Note; and 

  

	 	(d)	the Payment Date immediately following the date on which the Trustee completes a sale and realisation of all Assets of the Trust in accordance with the Master Trust Deed or this
Series Notice. 

  

	7.7	Period During Which Interest Accrues 

 Each Note
bears interest calculated and payable in arrear in accordance with this Series Notice from and including the Closing Date to but excluding the date upon which that Note is finally redeemed under clause 4.6. 
  

	7.8	Calculation of Interest 

  

	 	(a)	Subject to paragraph (b), interest payable on each Note in respect of each Coupon Period is calculated: 

  

	 	(i)	on a daily basis at the applicable Coupon Rate; 

  

	 	(ii)	on the Invested Amount of that Note as at the first day of that Coupon Period; and 

  

	 	(iii)	on the basis of the actual number of days in that Coupon Period and a year of 365 days (in the case of Registered Notes) or 360 days (in the case of Class A1 Notes, Class A2a Notes
and Class A2b Notes), 

 and shall accrue due from day to day. 
  

	 	(b)	No interest will accrue on any Note for the period from and including: 

  

	 	(i)	the date on which the Stated Amount of that Note is reduced to zero; or 

  

	 	(ii)	in the case of an Offshore Note, if the Stated Amount of the Offshore Note on the due date for redemption is not zero, the due date for redemption of the Offshore Note, unless,
after the due date for redemption, payment of principal due is improperly withheld or refused, following which interest shall continue to accrue on the Invested Amount of the Offshore Note at the rate from time to time applicable to the Offshore
Note until: 

  



			
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	 	(A)	the moneys in respect of that Offshore Note have been received by the Note Trustee or the Principal Paying Agent and notice to that effect is given in accordance with the relevant
Conditions; or 

  

	 	(B)	the Stated Amount of that Offshore Note has been reduced to zero. 

  

	 	(c)	All payments of interest on US$ Notes will be made in United States dollars. 

  

	 	(d)	All payments of interest on Class A2b Notes will be made in Euros. 

  

	 	(e)	All payments of interest on Registered Notes will be made in Australian dollars. 

  

	7.9	Aggregate receipts 

 Notwithstanding anything in
clauses 5.13 to 8.21 (inclusive), no Noteholder will be entitled to receive aggregate principal under any of those clauses on any Note in excess of the Stated Amount for that Note. 
  

	7.10	Step-Up Margin 

 Subject to clause 15.4, if the
Trustee has not redeemed all of a Class of Notes on the first Payment Date occurring on or after the Call Option Date (the Step-Up Margin Date), the Coupon Rate for that Class of Notes will increase for each Coupon Period beginning on
or after that date by the following percentages per annum (each a Step-Up Margin): 
  

	 	(a)	in the case of the Class A2a Notes, 0.10% per annum; 

  

	 	(b)	in the case of the Class A2b Notes, 0.14% per annum; 

  

	 	(c)	in the case of the Class A2c Notes, 0.26% per annum. 

 There is no Step-Up Margin for the Class A1 Notes or the Class B Notes. 
  

	7.11	Class A1 Note Arrangements 

 By its acquisition of
any Class A1 Note, each Class A1 Noteholder acknowledges that any Class A1 Note it purchases will be subject to the Class A1 Arrangements and it consents to the Class A1 Arrangements. 
  

	8.	Cashflow Allocation Methodology 

  

	8.1	General 

 Collections and other amounts credited to
the Collection Account will be allocated by the Trust Manager, and paid by the Trustee as directed by the Trust Manager, as set out in this clause 5. 
  

	8.2	Determination Date - Calculations 

  

	 	(a)	On each Determination Date, the Trust Manager will, in respect of the Collection Period ending before that Determination Date, calculate or otherwise ascertain:


  

	 	(i)	the Available Income; 

  

	 	(ii)	the Total Available Funds; 

  

	 	(iii)	in the case of the first Determination Date, the Accrued Interest Adjustment payable to each Approved Seller; 

  



			
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	 	(iv)	the aggregate of all Redraws made during that Collection Period; 

  

	 	(v)	the Redraw Shortfall; 

  

	 	(vi)	the Trust Expenses; 

  

	 	(vii)	the Subordinated Percentage; 

  

	 	(viii)	the Total Payments; 

  

	 	(ix)	the Payment Shortfall (if any); 

  

	 	(x)	the Principal Draw (if any) for that Collection Period, together with all Principal Draws made before the start of that Collection Period and not repaid; 


 

	 	(xi)	the Gross Principal Collections; 

  

	 	(xii)	the Principal Collections; 

  

	 	(xiii)	the Excess Available Income (if any); 

  

	 	(xiv)	the Excess Collections Distribution (if any); 

  

	 	(xv)	the Liquidity Shortfall (if any); 

  

	 	(xvi)	the Remaining Liquidity Shortfall (if any); 

  

	 	(xvii)	the aggregate of all Liquidation Losses (if any); 

  

	 	(xviii)	the Principal Charge Off (if any); 

  

	 	(xix)	the Class A1 Percentage, the Class A2a Percentage, the Class A2b Percentage, the Class A2c Percentage, the Class A Percentage and the Class B Percentage;


  

	 	(xx)	each Class A Bond Factor and the Class B Bond Factor; 

  

	 	(xxi)	the Class A Charge Offs, the Class B Charge Offs and Redraw Charge Offs (if any); 

  


	 	(xxii)	all Carryover Charge Offs (if any); 

  

	 	(xxiii)	the Purchase Price adjustment calculated under paragraph 4(c) of the Sale Notice; 

  

	 	(xxiv)	if required by clause 10, the Threshold Rate at that Determination Date; 

  

	 	(xxv)	total Prepayment Costs (if any); 

  

	 	(xxvi)	total Prepayment Benefits (if any); 

  

	 	(xxvii)	the Prepayment Cost Surplus (if any); 

  

	 	(xxviii)	the Prepayment Benefit Shortfall (if any); 

  

	 	(xxix)	the Quarterly Percentage; 

  

	 	(xxx)	each US$ Equivalent amount, each Euro Equivalent amount and each A$ Equivalent amount, required to be calculated under this Series Notice; 

  

	 	(xxxi)	Three Month LIBOR as at the first day of the Coupon Period ending before that Determination Date as calculated by the Calculation Agent; 

  

	 	(xxxii)	EURIBOR as at the first day of the Coupon Period ending before that Determination Date as calculated by the Calculation Agent; 

  



			
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	 	(xxxiii)	Bank Bill Rate as at the first day of the Coupon Period ending before that Determination Date; and 

  

	 	(xxxiv)	all other calculations necessary for the Trustee to make allocations and distributions under this clause 5 and the relevant Conditions. 

  

	 	(b)	The Trust Manager must: 

  

	 	(i)	notify the Trustee of each of the amounts, percentages and rates calculated by it in paragraph (a); 

  

	 	(ii)	instruct the Trustee as to the payments to be made by the Trustee on the relevant Payment Date; and 

  

	 	(iii)	by no later than 4.00pm (Sydney time) on the Determination Date, notify each Currency Swap Provider and the Principal Paying Agent of the amounts to be paid to each Currency Swap
Provider under clauses: 

  

	 	(A)	5.10 and 5.11; 

  

	 	(B)	5.14 or 5.15 (as the case may be); and 

  

	 	(C)	5.16 (if relevant). 

  

	8.3	Redraws 

  

	 	(a)	The Approved Seller, after receiving confirmation that it may do so from the Trust Manager, may make Redraws to Obligors under Purchased Receivables so that the then scheduled
principal balance of those Purchased Receivables is not exceeded; 

  

	 	(b)	The Trustee and the Trust Manager irrevocably authorise Westpac to deduct from Gross Principal Collections received by it (whether in its capacity as Servicer or otherwise) the
total amount of all Redraws provided by Westpac in relation to Purchased Receivables, to the extent that Westpac has not previously been reimbursed in relation to any Redraws. 

  

	 	(c)	The Servicer will, at the end of each Collection Period, notify the Trust Manager of the amounts calculated by the Servicer under clauses 5.2(a)(iv) and 5.2(a)(v).


  

	 	(d)	If the Trust Manager determines on any Determination Date that there is a Redraw Shortfall, the Trust Manager must on that date direct the Trustee to make a drawing under the Redraw
Facility on or before the Payment Date following that Determination Date up to the amount which the Trustee is permitted to draw under clause 3.1(c) of the Redraw Facility. 

  

	 	(e)	The Trustee must, if so directed by the Trust Manager but subject to the terms of the Redraw Facility Agreement, make that drawing and pay that amount to Westpac on or before the
relevant Payment Date. 

  

	 	(f)	The Trustee shall not be in default under any Transaction Document (and in particular it shall not be an Event of Default under the Security Trust Deed) if Westpac is
not reimbursed for Redraws in relation to Purchased Receivables funded by Westpac. This paragraph (e) does not limit Westpac’s rights under the Security Trust Deed in respect of those Redraws. 

  



			
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	8.4	Determination Date - Payment Shortfall 

 If the
Trust Manager determines on any Determination Date that there is a Payment Shortfall for the relevant Collection Period the Trust Manager must direct the Trustee to pay out of Principal Collections, as an Initial Principal Distribution under clause
5.13, an amount (the Principal Draw) equal to the lesser of: 
  

	 	(a)	the Payment Shortfall; and 

  

	 	(b)	the amount of Principal Collections available for distribution on the Payment Date following that Determination Date. 

  

	8.5	Determination Date - Liquidity Shortfall 

  

	 	(a)	If the Trust Manager determines on any Determination Date that there is a Liquidity Shortfall for the relevant Collection Period the Trust Manager must on that date direct the
Trustee to make a Liquidity Draw on or before the Payment Date following that Determination Date equal to the amount which the Trustee is permitted to draw under clause 3.1 of the Liquidity Facility Agreement. 

  

	 	(b)	The Trustee must, if so directed by the Trust Manager but subject to the terms of the Liquidity Facility Agreement, make that Liquidity Draw and have the proceeds of the Liquidity
Draw deposited into the Collection Account on or before 11.00 am (Sydney time) on the Payment Date. The Trust Manager must deal with the amount so deposited in accordance with this clause 5. 

  

	8.6	Allocating Liquidation Losses 

 On each
Determination Date, the Trust Manager must determine, in relation to the aggregate of all Liquidation Losses arising during that Collection Period: 
  

	 	(a)	the amount of those Liquidation Losses which is attributable to interest, fees and expenses in relation to the relevant Purchased Receivables (Finance Charge Loss);
and 

  

	 	(b)	the amount of those Liquidation Losses which is attributable to principal in relation to the relevant Purchased Receivables (Principal Loss), 


on the basis that all Liquidation Proceeds actually received by or on behalf of the Trustee in relation to a Purchased Receivable are applied first
against interest, fees and other Enforcement Expenses (other than Property Restoration Expenses) relating to that Purchased Receivable, and then against the Housing Loan Principal and Property Restoration Expenses relating to that Purchased
Receivable. 
  

	8.7	Insurance claims 

  

	 	(a)	If, on any Determination Date, the Trust Manager determines that there has been a Liquidation Loss in relation to a Purchased Receivable, the Trust Manager shall direct the Servicer
(if the Servicer has not already done so), promptly, and in any event within 20 Business Days of that notice, to make a claim under the relevant Mortgage Insurance Policy if it has not already done so. 

  

	 	(b)	Upon receipt of any amount under or in respect of a Mortgage Insurance Policy in payment of a claim referred to in paragraph (a), the Trust Manager must determine which part of the
amount is attributable to interest, fees and other amounts in the nature of income, and which part of that amount is attributable to principal. 

  



			
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	8.8	Remittance Date 

  

	 	(a)	By no later than 4.00 pm (Sydney time) on the Remittance Date for a Collection Period, the Trust Manager must deposit or use its best endeavours to procure that Westpac (whether in
its capacity as Servicer or otherwise) deposits, in the Collection Account all Available Income and Principal Collections for that Collection Period to the extent received on or before that time. 

  

	 	(b)	The Trust Manager must direct the Trustee to: 

  

	 	(i)	apply amounts credited to the Collection Account in making payments in discharge of the Trustee’s obligations under this clause 5; and 

  

	 	(ii)	make the applications and reinstatements required or contemplated by this clause 5, 

 in each case, under and in accordance with this clause 5. 
  

	8.9	Payment - Purchase Price adjustment 

 The Trustee
shall make the Purchase Price adjustment on the relevant Payment Date as provided in paragraph 4(c) of each Sale Notice. 
  

	8.10	Total Payments 

  

	 	(a)	Subject to paragraphs (b) and (d) and clause 5.16, on each Payment Date, and based on the calculations and instructions provided to it by the Trust Manager under clause
5.2(c), the Trustee must pay out of Total Available Funds, in relation to the Collection Period ending immediately before that Payment Date, the following amounts in the following order of priority: 

  

	 	(i)	first, an amount up to any Accrued Interest Adjustment required to be paid to the Approved Seller (the Trustee acknowledges and agrees that it has no entitlement to the moneys
comprising the Accrued Interest Adjustment); 

  

	 	(ii)	second, subject to paragraph 8.11(a)(v), Trust Expenses which have been incurred prior to that Payment Date and which have not previously been paid or reimbursed under an
application of this clause 5.10 (in the order of priority set out in the definition of Trust Expenses); 

  

	 	(iii)	third, pari passu and rateably as between themselves, any amounts payable under any Support Facility (other than a Currency Swap), including: 

  

	 	(A)	the net amount (if any) payable by the Trustee under the Basis Swap; 

  

	 	(B)	the net amount (if any) payable by the Trustee under each Interest Rate Swap; and 

  

	 	(C)	any interest or fees payable by the Trustee under the Liquidity Facility Agreement, 

  



			
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 but not including amounts due under paragraph (iv), paragraph (v) or paragraph (vi);

  

	 	(iv)	fourth, any repayment of a Liquidity Draw made on or prior to the previous Payment Date; 

  

	 	(v)	fifth, pari passu and rateably as between themselves: 

  

	 	(A)	the payment to the US$ Currency Swap Provider under any Confirmations relating to the Class A1 Notes of the A$ Class A1 Coupon Amount at that date and the reciprocal payment by the
US$ Currency Swap Provider is thereafter to be applied under paragraph (d); 

  

	 	(B)	the payment to the US$ Currency Swap Provider under any Confirmations relating to the Class A2a Notes of the A$ Class A2a Coupon Amount at that date and the reciprocal payment by
the US$ Currency Swap Provider is thereafter to be applied towards payment of interest on the Class A2a Notes; 

  

	 	(C)	the payment to the Class A2b Currency Swap Provider under any Confirmations relating to the Class A2b Notes of the A$ Class A2b Coupon Amount at that date and the reciprocal payment
by the Class A2b Currency Swap Provider is thereafter to be applied towards payment of interest on the Class A2b Notes; and 

  

	 	(D)	the payment to the Class A2c Noteholders of Class A2c Coupon at that date; 

  

	 	(vi)	sixth, any fee payable by the Trustee under the Redraw Facility Agreement; 

  

	 	(vii)	seventh, the payment to the Class B Noteholders of the Class B Coupon as at that date; and 

  

	 	(viii)	eighth, any fees or expenses which constitute Trust Expenses payable to Westpac, under sub-paragraph (ii) but which the Trustee and Westpac have expressly agreed in writing not
to treat as Trust Expenses for the purposes of sub-paragraph (ii). 

  

	 	(b)	The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(viii) inclusive to the extent that any Total Available Funds remain from which to make the payment
after amounts with priority to that payment have been distributed. 

  

	 	(c)	For the purposes of sub-paragraph 5.10(a)(ii) and (viii), if any Trust Expenses are, or are to be, denominated in: 

  

	 	(i)	US$, the Trustee may, at the direction of the Trust Manager, convert those Trust Expenses to US$; or 

  

	 	(ii)	Euros, the Trustee may, at the direction of the Trust Manager, convert those Trust Expenses to Euros. 

 Neither the Trustee nor the Trust Manager will be liable to any person with respect to any such conversion. 
  

	 	(d)	On each Payment Date, subject to clause 5.16, and based on the calculations, instructions and directions provided to the Trustee by the Trust Manager under clause 5.2, the Trust
Manager must direct the Trustee to, and on that direction, the Trustee must, pay pari passu and rateably any amounts received by the Trustee under the Class A1 Currency Swap: 

  

	 	(i)	provided in the relevant Confirmation to be payable in respect of payments to be made to the Class A1 Noteholders, to the US$ Account to be applied pari passu and rateably to the
Class A1 Noteholders as the payment of the Class A1 Coupon at the relevant Payment Date; and 

  



			
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	 	(ii)	the balance of the amount payable under the relevant Confirmation (if any) to be paid to the Conditional Purchaser as consideration for the Conditional Purchaser entering into the
Conditional Purchase Agreement. 

  

	8.11	Excess Available Income - reimbursement of Charge Offs and Principal Draws 

  

	 	(a)	Subject to paragraph (b), on each Determination Date, the Trust Manager must apply any Excess Available Income for the Collection Period relating to that Determination Date in the
following order of priority: 

  

	 	(i)	first, the Excess Available Income must be applied in payment of all Principal Charge Offs for that Collection Period; 

  

	 	(ii)	second, the balance of the Excess Available Income (after application under paragraph (i)) must be applied pari passu and rateably between themselves (based on the Principal
Outstanding and the A$ Equivalent of the Stated Amount of the Class A Notes): 

  

	 	(A)	as a repayment under the Redraw Facility Agreement, as a reduction of, and to the extent of any Carryover Redraw Charge Offs; 

  

	 	(B)	as a payment, to the US$ Currency Swap Provider under the Confirmations relating to the Class A1 Notes, of the A$ Equivalent of any Carryover Class A1 Charge Offs;


  

	 	(C)	as a payment, to the US$ Currency Swap Provider under the Confirmations relating to the Class A2a Notes, of the A$ Equivalent of any Carryover Class A2a Charge Offs;


  

	 	(D)	as a payment, to the Class A2b Currency Swap Provider under the Confirmations relating to the Class A2b Notes, of the A$ Equivalent of any Carryover Class A2b Charge Offs; and


  

	 	(E)	as a payment, to the holders of the Class A2c Notes in or towards reinstating the Stated Amount of the Class A2c Notes, to the extent of any Carryover Class A2c Charge Offs;


  

	 	(iii)	third, the balance of the Excess Available Income (after application under paragraphs (i) and (ii)) must be applied in reinstating the Stated Amount of the Class B Notes,
to the extent of Carryover Class B Charge Offs; 

  

	 	(iv)	fourth, the balance of the Excess Available Income (after application under paragraphs (i) to (iii) inclusive) must be applied to all Principal Draws which have not been
repaid as at that Payment Date; 

  



			
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	 	(v)	fifth, any Settlement Amount (as defined in the relevant Currency Swap) payable to any Currency Swap Provider under a Currency Swap where that Currency Swap Provider is the
Defaulting Party; and 

  

	 	(vi)	sixth, the balance of the Excess Available Income (after application under paragraphs (i) to (iv) inclusive) must be applied to any fee agreed between Westpac, the Trustee
and the Trust Manager as payable to Westpac as the Approved Seller. 

 Any amount applied pursuant to sub-paragraphs (i) to
(vi) (inclusive) above will be treated having been made using Principal Collections to the extent of that application, and in the case of amounts paid under sub-paragraph (ii) or (vi) will be paid on the Payment Date following that
Determination Date. 
  

	 	(b)	The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(v) inclusive to the extent that any Excess Available Income remains from which to make the payment
after amounts with priority to that payment have been distributed. 

  

	8.12	Excess Collections Distribution 

  

	 	(a)	The Trustee must pay any Excess Collections Distribution for a Collection Period to the Residual Income Beneficiary on the relevant Payment Date. 

  

	 	(b)	The Trustee may not recover any Excess Collections Distribution from the Residual Income Beneficiary once it is paid to the Residual Income Beneficiary except where there has been
an error in the relevant calculation of the Excess Collections Distribution. 

  

	8.13	Initial Principal Distributions 

  

	 	(a)	Subject to paragraph (b), on each Payment Date, and based on the calculations and instructions provided to it by the Trust Manager under clause 5.2(c), the Trustee must distribute
out of Principal Collections, in relation to the Collection Period ending immediately before that Payment Date, the following amounts in the following order of priority: 

  

	 	(i)	first, to repay any Redraws provided by Westpac in relation to Purchased Receivables to the extent that it has not previously been reimbursed in relation to those Redraws;


  

	 	(ii)	second, to repay all Principal Outstanding under the Redraw Facility Agreement on that Payment Date; and 

  

	 	(iii)	third, to allocate to Total Available Funds any Principal Draw calculated in accordance with clause 5.4. 

  

	 	(b)	The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(iii) (inclusive) to the extent that any Principal Collections remain from which to make the payment
after amounts with priority to that payment have been distributed. 

  

	8.14	Principal Payments - Sequential Method 

  

	 	(a)	 If on any Determination Date clause 5.15 does not apply, the Trustee must (subject to paragraph (b)), based on the instructions given to it by the Trust Manager, on
the Payment 



  



			
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Date following that Determination Date, pay out of Principal Collections for the Collection Period ending immediately before that Payment Date the following
amounts in the following order of priority (the Sequential Method): 


  

	 	(i)	first, all the Initial Principal Distributions for the Collection Period ending immediately before that Payment Date; 

  

	 	(ii)	second, pari passu and rateably between themselves: 

  

	 	(A)	as a payment, denominated in A$ to the US$ Currency Swap Provider under the Class A1 Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A1 Percentage of the amount available for distribution under this sub-paragraph (ii) after all Initial Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A1 Notes; 

  

	 	(B)	as a payment, denominated in A$ to the US$ Currency Swap Provider under the Class A2a Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A2a Percentage of the amount available for distribution under this sub-paragraph (ii) after all Initial Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A2a Notes; and 

  

	 	(C)	as a payment, denominated in A$ to the Class A2b Currency Swap Provider under the Class A2b Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A2b Percentage of the amount available for distribution under this sub-paragraph (ii) after all Initial Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A2b Notes; and 

  

	 	(D)	as a payment, to the Class A2c Noteholders of an amount equal to the lesser of: 

  

	 	(1)	the Class A2c Percentage of the amount available for distribution under this sub-paragraph (ii) after all Initial Principal Distributions; and 

  

	 	(2)	the Stated Amounts for all Class A2c Notes (after all applications of other amounts on that Payment Date); and 

  

	 	(iii)	third, as a payment to the Class B Noteholders of an amount equal to the lesser of: 

  

	 	(A)	the amount available for distribution under this sub-paragraph (iii) after the application of sub-paragraphs (i) and (ii); and 

  

	 	(B)	the Stated Amounts for all Class B Notes (after all applications of other amounts on that Payment Date). 

  



			
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	 	(b)	The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(iii) inclusive to the extent that any Principal Collections remain from which to make the payment
after amounts with priority to that payment have been distributed. 

  

	8.15	Principal Payments - Serial Method 

  

	 	(a)	If on any Determination Date: 

  

	 	(i)	the Subordinated Percentage at the current Determination Date is greater than or equal to 3.75%; and 

  

	 	(ii)	the Total Invested Amount as at that Determination Date, as a percentage of the Total Initial Invested Amount, is greater than or equal to 10%; and 

  

	 	(iii)	the Average Quarterly Percentage as at that Determination Date either: 

  

	 	(A)	does not exceed 2% and the Total Carryover Charge Off on that Determination Date does not exceed 30% of the Class B Initial Invested Amount; or 

  

	 	(B)	does not exceed 4% and the Total Carryover Charge Off on that Determination Date does not exceed 10% of the Class B Initial Invested Amount, 

 then the Trustee must (subject to paragraph (b)), based on the calculations and instructions given to it by the Trust Manager under clause 8.2(b), on the
Payment Date following that Determination Date, pay out of Principal Collections for the Collection Period ending immediately before that Payment Date the following amounts in the following order of priority: 
  

	 	(iv)	first, all the Initial Principal Distributions for the Collection Period ending immediately before that Payment Date; 

  

	 	(v)	second, pari passu and rateably between the Class A1 Notes, the Class A2a Notes, the Class A2b Notes and the Class A2c Notes: 

  

	 	(A)	as a payment, denominated in A$ to the US$ Currency Swap Provider under the Class A1 Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A1 Percentage of the sum of: 

  

	 	(a)	the Class A Percentage of Net Principal Distributions; and 

  

	 	(b)	the then Class A Payment Percentage of the then Class B Percentage of the Net Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A1 Notes; 

  

	 	(B)	as a payment, denominated in A$ to the US$ Currency Swap Provider under the Class A2a Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A2a Percentage of the sum of: 

  

	 	(a)	the Class A Percentage of Net Principal Distributions; and 

  



			
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	 	(b)	the then Class A Payment Percentage of the then Class B Percentage of the Net Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A2a Notes; and 

  

	 	(C)	as a payment, denominated in A$ to the Class A2b Currency Swap Provider under the Class A2b Currency Swap, of an amount equal to the lesser of: 

  

	 	(1)	the Class A2b Percentage of the sum of: 

  

	 	(a)	the Class A Percentage of Net Principal Distributions; and 

  

	 	(b)	the then Class A Payment Percentage of the then Class B Percentage of the Net Principal Distributions; and 

  

	 	(2)	the A$ Equivalent of the Stated Amounts for all Class A2b Notes; and 

  

	 	(D)	as a payment to the Class A2c Noteholders of an amount equal to the lesser of: 

  

	 	(1)	the Class A2c Percentage of the sum of: 

  

	 	(a)	the Class A Percentage of Net Principal Distributions; and 

  

	 	(b)	the then Class A Payment Percentage of the then Class B Percentage of the Net Principal Distributions; and 

  

	 	(2)	the Stated Amounts for all Class A2c Notes (after all applications of other amounts on that Payment Date); and 

  

	 	(vi)	third, as a payment to the Class B Noteholders of an amount equal to the lesser of: 

  

	 	(A)	the then Class B Payment Percentage of the then Class B Percentage of the Net Principal Distributions; and 

  

	 	(B)	the Stated Amounts for all Class B Notes (after all applications of other amounts on that Payment Date). 

  

	 	(b)	The Trustee shall only make a payment under sub-paragraphs (iv) to (vi) inclusive to the extent that any Principal Collections remain from which to make the payment after
amounts with priority to that payment have been distributed. 

  

	8.16	Remaining Liquidity Shortfall 

  

	 	(a)	If there is a Remaining Liquidity Shortfall for a Collection Period, the Trust Manager on behalf of the Trustee shall reduce the A$ Class A1 Coupon Amount, the A$ Class A2a Coupon
Amount, the A$ Class A2b Coupon Amount, the Class A2c Coupon and the Class B Coupon, in each case in relation to that Collection Period, as follows: 

  

	 	(i)	the Remaining Liquidity Shortfall shall first reduce the amount of the Class B Coupon available to be paid to the Class B Noteholders on the relevant Payment Date; and


  



			
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	 	(ii)	if the Class B Coupon available to be paid on the relevant Payment Date relating to the Class B Notes has been reduced to zero by reason of an application of sub-paragraph
(i) and any Remaining Liquidity Shortfall remains, the excess Remaining Liquidity Shortfall shall reduce: 

  

	 	(A)	the A$ Class A1 Coupon Amount available to be paid to the US$ Currency Swap Provider under the Class A1 Currency Swap; 

  

	 	(B)	the A$ Class A2a Coupon Amount available to be paid to the US$ Currency Swap Provider under the Class A2a Currency Swap; 

  

	 	(C)	the A$ Class A2b Coupon Amount available to be paid to the Class A2b Currency Swap Provider under the Class A2b Currency Swap; 

  

	 	(D)	the amount of the Class A2c Coupon available to be paid to the Class A2c Noteholders; and 

  

	 	(E)	the amount of any draw fee available to be paid under clause 4.2 of the Redraw Facility Agreement, 

 for that Payment Date, on that Payment Date, pari passu and rateably among themselves. 
  

	 	(b)	If there is any reduction in the A$ Class A1 Coupon Amount available to be paid to the US$ Currency Swap Provider on a Payment Date under clause 5.16(a) above, the Trust Manager on
behalf of the Trustee shall on that Payment Date reduce the amount of the Class A1 Coupon available to be paid on that Payment Date, until reduced to zero, by the same proportion as the reduction in the A$ Class A1 Coupon Amount.


  

	 	(c)	If there is any reduction in the A$ Class A2a Coupon Amount available to be paid to the US$ Currency Swap Provider on a Payment Date under clause 5.16(a) above, the Trust Manager on
behalf of the Trustee shall on that Payment Date reduce the amount of the Class A2a Coupon available to be paid on that Payment Date, until reduced to zero, by the same proportion as the reduction in the A$ Class A2a Coupon Amount.


  

	 	(d)	If there is any reduction in the A$ Class A2b Coupon Amount available to be paid to the Class A2b Currency Swap Provider on a Payment Date under clause 5.16(a) above, the Trust
Manager on behalf of the Trustee shall on that Payment Date reduce the amount of the Class A2b Coupon available to be paid on that Payment Date, until reduced to zero, by the same proportion as the reduction in the A$ Class A2b Coupon Amount.


  

	 	(e)	Nothing in this clause 5.16 limits or reduces the Trustee’s obligation to any Noteholder to pay the full amount of any Coupon to that Noteholder on any Payment Date.


  

	8.17	Charge Offs 

 If the Principal Charge Off for any
Collection Period exceeds the Excess Available Income calculated on the Determination Date for that Collection Period, the Trust Manager must, on and with effect from the Payment Date immediately following the end of the Collection Period:

  

	 	(a)	reduce pari passu the Class B Stated Amount of each of the Class B Notes by the amount of that excess which is attributable to each Class B Note until the Class B Stated Amount is
zero (Class B Charge Offs); and 

  



			
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	 	(b)	if the Class B Stated Amount is zero and any amount of that excess has not been applied under paragraph (a), reduce pari passu and rateably as between the Class A Notes and the
Redraw Facility Agreement with respect to the balance of that excess: 

  

	 	(i)	rateably as between the Class A Notes, the Class A Stated Amount of each of the Class A Notes (or, where applicable, the US$ Equivalent or Euro Equivalent of that
excess which is attributable to each US$ Note or Class A2b Note (as the case may be)) until the Class A Stated Amount of that Class A Note is zero (Class A Charge Offs); and 

  

	 	(ii)	the Principal Outstanding under the Redraw Facility Agreement by the balance of that excess, applied against Redraw Advances (as defined in the Redraw Facility Agreement) in inverse
chronological order of their Drawdown Dates (as defined in the Redraw Facility Agreement), until the Principal Outstanding is zero (Redraw Charge Offs). 

  

	8.18	Payments into US$ Account 

  

	 	(a)	The Trustee shall direct the US$ Currency Swap Provider to pay all amounts denominated in US$ payable to the Trustee by the US$ Currency Swap Provider under the Currency Swaps into
the US$ Account or to the Principal Paying Agent under the Agency Agreement on behalf of the Trustee. 

  

	 	(b)	If any of the Trustee, the Trust Manager or the Servicer receives any amount denominated in US$ from the US$ Currency Swap Provider under a Currency Swap they will promptly pay that
amount to the credit of the US$ Account. 

  

	8.19	Payments into Euro Account 

  

	 	(a)	The Trustee shall direct the Class A2b Currency Swap Provider to pay all amounts denominated in Euros payable to the Trustee by the Class A2b Currency Swap Provider under the
Currency Swaps into the Euro Account or to the Principal Paying Agent under the Agency Agreement on behalf of the Trustee. 

  

	 	(b)	If any of the Trustee, the Trust Manager or the Servicer receives any amount denominated in Euros from the Class A2b Currency Swap Provider under a Currency Swap they will promptly
pay that amount to the credit of the Euro Account. 

  

	8.20	Payments out of US$ Account 

  

	 	(a)	The Trustee shall, or shall require that the Paying Agents on its behalf, pay all amounts credited to the US$ Account as follows and in accordance with the Note Trust Deed and the
Agency Agreement. 

  

	 	(b)	All amounts credited to the US$ Account by the US$ Currency Swap Provider in relation to a payment by the Trustee: 

  

	 	(i)	under clause 5.10(d)(i), will be paid pari passu in relation to Class A1 Notes as payments of Coupon on those Class A1 Notes; 

  

	 	(ii)	under clause 5.11(a)(ii)(B), will be paid pari passu in relation to Class A1 Notes in or towards reinstating the Stated Amount of those Class A1 Notes, to the extent of the
Carryover Class A Charge Offs; 

  



			
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	 	(iii)	under clause 5.14(a)(ii)(A) or 5.15(a)(v)(A), will be paid pari passu to Class A1 Noteholders as Class A Principal Payments until the Class A1 Stated Amounts have been reduced
to zero; 

  

	 	(iv)	under clause 5.10(a)(v)(B), will be paid pari passu in relation to Class A2a Notes as payments of Coupon on those Class A2a Notes; 

  

	 	(v)	under clause 5.11(a)(ii)(C), will be paid pari passu in relation to Class A2a Notes in or towards reinstating the Stated Amount of those Class A2a Notes, to the extent of the
Carryover Class A Charge Offs; 

  

	 	(vi)	under clause 5.14(a)(ii)(B) or 5.15(a)(v)(B), will be paid pari passu to Class A2a Noteholders as Class A Principal Payments until the Class A2a Stated Amounts have been
reduced to zero; and 

  

	 	(vii)	in relation to Trust Expenses, under clause 5.10 will be paid to the relevant recipient of those Trust Expenses. 

  

	8.21	Payments out of Euro Account 

  

	 	(a)	The Trustee shall, or shall require that the Paying Agents on its behalf, pay all amounts credited to the Euro Account as follows and in accordance with the Note Trust Deed and the
Agency Agreement. 

  

	 	(b)	All amounts credited to the Euro Account by the Class A2b Currency Swap Provider in relation to a payment by the Trustee: 

  

	 	(i)	under clause 5.10(a)(v)(C), will be paid pari passu in relation to Class A2b Notes as payments of Coupon on those Class A2b Notes; 

  

	 	(ii)	under clause 5.11(a)(ii)(D), will be paid pari passu in relation to Class A2b Notes in or towards reinstating the Stated Amount of those Class A2b Notes, to the extent of the
Carryover Class A Charge Offs; 

  

	 	(iii)	under clause 5.14(a)(ii)(C) or 5.15(a)(v)(C), will be paid pari passu to Class A2b Noteholders as Class A Principal Payments until the Class A2b Stated Amounts have been
reduced to zero; and 

  

	 	(iv)	in relation to Trust Expenses, under clause 5.10 will be paid to the relevant recipient of those Trust Expenses. 

  

	8.22	Prepayment Costs and Prepayment Benefits 

  

	 	(a)	On each Determination Date the Trust Manager will determine total Prepayment Benefits and total Prepayment Costs for the relevant Collection Period and will apply an amount equal to
those total Prepayment Costs in payment of those total Prepayment Benefits. If: 

  

	 	(i)	there is a Prepayment Cost Surplus, it will be applied under paragraph (b); and 

  

	 	(ii)	there is a Prepayment Benefit Shortfall, it will be funded under paragraph (c). 

  

	 	(b)	On each Payment Date, and based on the calculations and instructions provided to it by the Trust Manager under clause 5.2(c), the Trustee shall pay to Westpac an amount equal to the
Prepayment Cost Surplus (if any) for the Collection Period on that Payment Date to the extent received by or on behalf of the Trustee. 

  



			
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	 	(c)	If, on any Determination Date, the Trust Manager calculates that there is a Prepayment Benefit Shortfall, the Trust Manager shall by close of business on that Determination Date
notify Westpac of the amount of that Prepayment Benefit Shortfall. Westpac must, by 4.00 pm (Sydney time) on the Remittance Date deposit in the Collection Account for the credit of the Trustee an amount equal to that Prepayment Benefit Shortfall.
That amount will be treated as a Gross Principal Collection. 

  

	8.23	Rounding of amounts 

 In making the calculations
required or contemplated by this clause 5, the Trust Manager shall round calculations to four decimal places, except that all monetary amounts shall be rounded down to the nearest cent (or, in the case of payments to a Currency Swap Provider under
clause 5, half a cent being rounded upwards) or as otherwise required in this Series Notice. 
  

	8.24	Bond Factors 

 The Trust Manager shall, on or
promptly after each Notice Date, notify all Noteholders, the Principal Paying Agent and the Note Trustee of the relevant Class A Bond Factor and the Class B Bond Factor calculated on the Determination Date preceding that Notice Date.

  

	8.25	Trust Manager’s Report 

 The Trust Manager will
provide to the Trustee the Trust Manager’s Report for a Collection Period no later than 4.00pm (Sydney time) on the Remittance Date following that Collection Period. 
  

	8.26	Prescription 

 Despite any other provision of this
Series Notice and the Master Trust Deed, the relevant Condition 8 of the Offshore Notes applies to all amounts payable in relation to any Offshore Note. 
  

	8.27	Replacement of Currency Swaps 

  

	 	(a)	If the Class A1 Currency Swap is terminated, the Trustee may enter into one or more currency swaps which replace the Class A1 Currency Swap (other than by way of transfer under
section 6(b) of the Class A1 Currency Swap) (collectively a Replacement Currency Swap) but only on the condition that the Settlement Amount (as defined in the Class A1 Currency Swap), if any, which is payable by the Trustee to the US$
Currency Swap Provider on termination of the Class A1 Currency Swap will be paid in full when due in accordance with this Series Notice and the Class A1 Currency Swap. 

  

	 	(b)	If the Class A2a Currency Swap is terminated, the Trustee may enter into one or more currency swaps which replace the Class A2a Currency Swap (other than by way of transfer under
section 6(b) of the Class A2a Currency Swap) (collectively a Replacement Currency Swap) but only on the condition that the Settlement Amount (as defined in the Class A2a Currency Swap), if any, which is payable by the Trustee to the
US$ Currency Swap Provider on termination of the Class A2a Currency Swap will be paid in full when due in accordance with this Series Notice and the Class A2a Currency Swap. 

  

	 	(c)	 If the Class A2b Currency Swap is terminated, the Trustee may enter into one or more currency swaps which replace the Class A2b Currency Swap (other than by way of
transfer under section 6(b) of the Class A2b Currency Swap) (collectively a Replacement Currency 



  



			
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Swap) but only on the condition that the Settlement Amount (as defined in the Class A2b Currency Swap), if any, which is payable by the Trustee
to the Class A2b Currency Swap Provider on termination of the Class A2b Currency Swap will be paid in full when due in accordance with this Series Notice and the Class A2b Currency Swap. 


  

	 	(d)	If the condition in paragraph (a), paragraph (b) or paragraph (c) is satisfied in respect of a Currency Swap, the Trustee may enter into the relevant Replacement Currency
Swap and if it does so it must direct the relevant Replacement Currency Swap provider to pay any upfront premium to enter into that Replacement Currency Swap due to the Trustee directly to the relevant outgoing Currency Swap Provider in satisfaction
of and to the extent of the Trustee’s obligation to pay the Settlement Amount to the relevant outgoing Currency Swap Provider as referred to in paragraph (a), (b) or (c) (as the case may be). To the extent that such premium is not
greater than or equal to the Settlement Amount for the relevant Currency Swap the balance shall be satisfied by the Trustee as a Trust Expense, provided that if the relevant outgoing Currency Swap Provider is the Defaulting Party in
respect of the relevant Currency Swap, the Settlement Amount is payable under clause 8.11(a)(v). 

  

	9.	Master Trust Deed 

  

	9.1	Completion of details in relation to Master Trust Deed 

  

	 	(a)	(Trust Manager fee) 

 For the purpose of clause 19
of the Master Trust Deed, the fee payable to the Trust Manager in respect of the Trust for each Collection Period will be an amount calculated: 
  

	 	(i)	on the average daily balance of the Housing Loan Principal of the Purchased Receivables during that Collection Period; 

  

	 	(ii)	at the rate of 0.01% per annum or as otherwise agreed by the Trust Manager and the Trustee from time to time; and 

  

	 	(iii)	on the actual number of days in the Collection Period divided by 365 days, 

 and shall accrue due from day to day. That fee is payable in Australian dollars. 
  

	 	(b)	(Trustee fee) 

 For the purpose of clause 23.1 of
the Master Trust Deed, the fee payable to the Trustee in respect of the Trust for each Collection Period will be an amount equal to the lesser of: 
  

	 	(i)	the amount calculated: 

  

	 	(A)	on the average daily balance of Housing Loan Principal of the Purchased Receivables during that Collection Period; 

  

	 	(B)	at the rate of 0.005% per annum or as otherwise agreed by the Trust Manager and the Trustee in writing from time to time; and 

  

	 	(C)	on the actual number of days in the Collection Period divided by 365 days; and 

  

	 	(ii)	$10,417, 

  



			
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 and shall accrue due from day to day. That fee is payable in Australian dollars. 
  

	 	(c)	(Servicing fee) 

 For the purpose of clause 7.1 of
the Servicing Agreement, the fee payable to the Servicer in respect of the Trust for each Collection Period will be an amount calculated: 
  

	 	(i)	on the average daily balance of Housing Loan Principal of the Purchased Receivables during that Collection Period; 

  

	 	(ii)	at the rate as agreed per annum under the Sub-Servicing Agreement or as otherwise agreed by the Trust Manager, the Trustee and the Servicer from time to time; and


  

	 	(iii)	on the actual number of days in the Collection Period divided by 365 days, 

 or as otherwise agreed by the Trustee, the Trust Manager and the Servicer. That fee shall accrue due from day to day and is payable in Australian dollars. 
  

	 	(d)	(First Collection Period) 

 For the purpose of this
clause 6.1, the first Collection Period will commence on (and include) the Closing Date. 
  

	 	(e)	(Fee changes to take account of GST) 

 None of the
above fees in this clause 6.1 are to be increased by reference to any applicable goods and services tax unless: 
  

	 	(i)	the Trustee, the Trust Manager and the recipient of the relevant fee agree (that agreement not to be unreasonably withheld); and 

  

	 	(ii)	the increase will not result in the downgrading or withdrawal of the rating of any Notes. 

  

	9.2	Amendments to Master Trust Deed 

 The Master Trust
Deed is amended for the purpose of the Trust in the manner set out in annexure A to this Series Notice. The amendments do not relate to or affect any Other Trust. 
  

	9.3	Amendments to the Servicing Agreement 

 The
Servicing Agreement is amended for the purpose of the Trust by inserting the following additional paragraph in the definition of Servicer Transfer Event: 
  

	 	“(f)	the Servicer fails to comply with its obligations under clause 17 of the Series Notice for the Series 2007-1G WST Trust.” 

  

	10.	Transfer of Purchased Receivables – Top Ups 

  

	 	(a)	If during any Collection Period an Obligor requests from Westpac an increase in the principal balance under the Receivable Agreement for the relevant Purchased Receivable (other
than as a Redraw) and that request is approved by the Servicer, the Trust Manager must direct the Trustee to transfer (subject to this clause 7) that Purchased Receivable from the Trust to Westpac or a Warehouse Trust (as defined in the Master Trust
Deed and which applies to this clause 7 and clause 8). The transfer will occur in accordance with clause 7 of the Master Trust Deed, this Series Notice and the Warehouse Series Notice; 

  



			
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	 	(b)	The Trust Manager, as manager of the relevant Warehouse Trust, shall monitor each Warehouse Investment Limit and each Warehouse Funding (each as defined in the relevant Warehouse
Investment Agreements) and will advise Westpac and the Trustee if, at any time, the trustee in respect of that Warehouse Trust will be unable to obtain funds under any Warehouse Investment Agreements to enable transfers to a Warehouse Trust to be
made under paragraph (a). 

  

	 	(c)	If a Warehouse Trust is to be a transferee under paragraph (a) and Westpac is advised by the Trust Manager that there are not sufficient funds available under any Warehouse
Investment Agreements to enable transfers to be made under paragraph (a), Westpac (whether in its capacity as Servicer or otherwise) will not allow any Obligor to increase the principal balance of any Purchased Receivable until sufficient funds are
available under a Warehouse Investment Agreement. 

  

	11.	Transfers to Warehouse Trust 

 Subject to the Master
Trust Deed as amended by the Series Notice, the Trust Manager may, from time to time, direct the Trustee to transfer a Purchased Receivable to a Warehouse Trust. That transfer: 
  

	 	(a)	must be in accordance with clause 7 of the Master Trust Deed and the Series Notice for that Warehouse Trust; 

  

	 	(b)	must be for a consideration equal to the Unpaid Balance of that Receivable; 

  

	 	(c)	must not involve the transfer of a Receivable which is in Arrears; and 

  

	 	(d)	may only be made if there are funds available under any Warehouse Investment Agreement to enable the relevant Warehouse Trust to pay the necessary consideration for the transfer,


 and the Trust Manager must be satisfied that the transfer will not result in downgrading of the rating of any Notes.

 The Trustee must comply with that direction. The Trustee will have no liability for having complied with such a direction. 
  

	12.	Application of Threshold Rate 

  

	12.1	Calculation of Threshold Rate 

 If at any time the
Basis Swap is terminated, the Trust Manager shall, on each of: 
  

	 	(a)	the earlier of: 

  

	 	(i)	the date which is 3 Business Days following the date on which the Basis Swap is terminated; and 

  

	 	(ii)	the Determination Date immediately following the date on which the Basis Swap is terminated; and 

  



			
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	 	(b)	each successive Determination Date for so long as the Basis Swap has not been replaced by a similar Hedge Agreement or until the Trustee and the Trust Manager otherwise agree (and
the Designated Rating Agency for each Class of Notes has confirmed in writing that that agreement would not result in a downgrading of the rating given to any relevant Note or the withdrawal of the rating of any relevant Note),


 calculate the Threshold Rate as at that date and notify the Trustee and Westpac of that Threshold Rate on the relevant
Payment Date. 
  

	12.2	Setting Threshold Rate 

 If Westpac is notified of a
Threshold Rate under clause 9.1, it will, in its capacity as Servicer, not more than 7 Business Days following the date on which the Basis Swap is terminated, ensure that the interest rate payable on each Purchased Receivable which is subject to a
variable rate set, as permitted by the relevant Receivable Agreement, at the discretion of Westpac is not less than the Threshold Rate, and immediately notify the Trustee when it has done so. 
  

	12.3	Trustee Setting Threshold Rate 

 If the Trustee does
not receive notice from the Servicer under clause 9.2 within 7 Business Days following the date on which the Basis Swap is terminated, the Trustee shall immediately exercise its rights and powers under the Transaction Documents, including, without
limitation, taking action against the Servicer, to ensure that the interest rate payable on each Purchased Receivable which is subject to a variable rate set, as permitted by the Receivable Agreement, is not less than the Threshold Rate. 

 

	13.	Beneficiary 

  

	13.1	Issue of Units 

  

	 	(a)	The beneficial interest in the Trust will be constituted by the issue of: 

  

	 	(i)	a single residual capital unit (the Residual Capital Unit); and 

  

	 	(ii)	such numbers of residual income units (each, a Residual Income Unit) as the Trustee may issue from time to time in accordance with this clause 10.1.


 The holders of the Residual Capital Unit and the Residual Income Units (each, a Unit) hold the beneficial
interest in the Trust in accordance with the Master Trust Deed and this Series Notice. 
  

	 	(b)	The Trustee must, on receipt of the issue price of the Unit specified below, issue the relevant Unit by registering that Beneficiary’s name in the register kept under this
clause 10. A failure by the Trustee to issue a Unit does not affect a Beneficiary’s rights as beneficiary of the Trust under the Master Trust Deed and this Series Notice. 

  

	13.2	Residual Capital Unit 

  

	 	(a)	The holder of the Residual Capital Unit is Allens Arthur Robinson Corporate Advisory Pty Ltd. 

  



			
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	 	(b)	The issue price of the Residual Capital Unit is the amount of $10, paid on establishment of the Trust. 

  

	 	(c)	The Residual Capital Beneficiary has no right to receive distributions in respect of the Trust other than the right to receive an amount of $10 on the termination of the Trust. The
Residual Capital Unit may not be redeemed at any other time or in any other way. 

  

	 	(d)	The Residual Capital Unit is not transferable except that the Residual Capital Beneficiary may transfer the Residual Capital Unit to the Residual Income Beneficiary provided that
the Trustee and the Note Trustee have received a tax opinion, in a form acceptable to the Trustee (acting reasonably), that the transfer of the Residual Capital Unit will not adversely affect the taxation treatment of the Trust.


  

	 	(e)	No other Residual Capital Units may be issued. 

  

	13.3	Residual Income Unit 

  

	 	(a)	The person may, with the consent of the Trustee and the Trust Manager (whose consent may be given or withheld in their absolute discretion), become the holder of a Residual Income
Unit by paying the subscription price for the Residual Income Unit. 

  

	 	(b)	The issue price of a Residual Income Unit will be the amount agreed between the Trustee, the Trust Manager and the person applying for the Residual Income Unit.


  

	 	(c)	The beneficial interest held by the holder of the Residual Income Unit is limited to that holder’s Income Percentage of the amounts (if any) standing to the credit of the
Collections Account which represents Net Income available for distribution under clause 30 of the Master Trust Deed. 

  

	 	(d)	The holder of the Residual Income Unit has the right to: 

  

	 	(i)	receive distributions in respect of the Trust under the Master Trust Deed and this Series Notice only to the extent that Net Income is available for distribution under the Master
Trust Deed and this Series Notice; and 

  

	 	(ii)	receive on the termination of the Trust the entire beneficial interest of the Trust, subject to the rights of the Residual Capital Beneficiary. 

 The Residual Income Unit may not be redeemed at any other time in any other way. 
  

	 	(e)	Each Residual Income Unit is transferable in accordance with clause 10.5. 

  

	13.4	Register 

  

	 	(a)	The entitlement of any person to a Unit will be evidenced by registration in the register maintained under this clause 10.4 (the Unit Register).


  

	 	(b)	The Trustee will keep the Unit Register at its registered office in a form that it considers appropriate and will enter the following particulars. 

  

	 	(i)	The name and address of each Beneficiary. 

  

	 	(ii)	The date on which the name of each Beneficiary is entered in the Unit Register. 

  

	 	(iii)	The date on which each Beneficiary ceases to be registered as a Beneficiary. 

  



			
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	 	(iv)	The subscription moneys initially paid for each Unit, and the aggregate subscription moneys of all Units from time to time. 

  

	 	(v)	Any other details which the Trustee may consider necessary or desirable. 

  

	 	(c)	Each Beneficiary shall promptly notify the Trustee in writing of any change of name or address and the Trustee will alter the Unit Register accordingly. 

  

	 	(d)	The Beneficiary may not assign, or create or allow to exist any Security Interest over, its rights or interests in respect of the Trust if to do so would have an Adverse Effect or
might have an adverse tax consequence in respect of the Trust. 

  

	 	(e)	Without limiting clause 10.1, the interest of a Beneficiary will be constituted by registration in the Unit Register. 

  

	13.5	Transfer of Units 

  

					
	(a)	  	(i)	  	Subject to this clause 10, a Beneficiary may transfer the Unit by instrument in writing in any form approved by the Trustee. No fee will be charged on the transfer of a Unit.
			
		  	(ii)	  	An instrument of transfer shall be executed by or on behalf both of the transferor and the transferee.
			
		  	(iii)	  	A transferor of a Unit remains the holder of the Unit transferred until the transfer is registered and the name of the transferee is entered in the register in respect of the
Unit.
		
	(b)	  	The instrument of transfer of a Unit must be left for registration at the address where the Unit Register is kept on which the Unit to which the transfer relates are registered. It
must be left together with any information that the Trustee properly requires to show the right of the transferor to make the transfer.
		
	(c)	  	The Trustee must notify the Designated Rating Agency for each Class of Notes and the Trust Manager of any transfer of units under this clause 10.5.

  

	13.6	Limit on rights 

 Each Beneficiary is subject to,
and bound by, the provisions of the Master Trust Deed (including clause 12.1). 
  

	14.	Title Perfection Events 

 Each of the following is a
Title Perfection Event. 
  

	 	(a)	(Downgrade) Westpac ceases to have a long term rating of at least BBB from S&P or Baa2 from Moody’s. 

  

	 	(b)	(Insolvency Event) An Insolvency Event occurs with respect to Westpac. 

  

	 	(c)	(Non Compliance) Westpac fails to pay any Collections (as defined in the Servicing Agreement) within 5 Business Days of receipt of notice to do so from the Trustee or
the Trust Manager under the Servicing Agreement. 

  



			
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	15.	Additional Receivable Product Features 

 Westpac
may, in relation to a Purchased Receivable, from time to time seek to offer the relevant Obligor additional features for that Purchased Receivable which were not features of that Purchased Receivable at the Cut-Off Date. Before seeking to offer any
such additional feature, Westpac must satisfy the Trust Manager that the additional features would not adversely affect any relevant Mortgage Insurance Policy and would not cause the rating of any Notes to be downgraded or withdrawn. 
  

	16.	Note Trustee 

  

	16.1	Capacity 

 The Note Trustee is a party to this
Series Notice in its capacity as trustee for the Noteholders from time to time under the Note Trust Deed. The Note Trustee shall have the same rights, protections, immunities, indemnities and liabilities afforded to or imposed on it under the Note
Trust Deed as if specifically set out in this Series Notice. 
  

	16.2	Exercise of rights 

  

	 	(a)	The rights, remedies and discretions of the Offshore Noteholders, or any Class of Offshore Noteholders under the Transaction Documents including all rights to vote or give
instructions to the Security Trustee and to enforce undertakings or warranties under the Transaction Documents, except as otherwise provided in the Note Trust Deed or the Security Trust Deed, may only be exercised by the Note Trustee on behalf of
the Offshore Noteholders, or that Class of Offshore Noteholders in accordance with the Note Trust Deed. 

  

	 	(b)	The Offshore Noteholders, or any Class of Offshore Noteholders, except as otherwise provided in the Note Trust Deed or the Security Trust Deed, may only exercise enforcement rights
in respect of the Mortgaged Property through the Note Trustee and only in accordance with the terms of the Transaction Documents. 

  

	16.3	Representation and warranty 

 The Note Trustee
represents and warrants to each other party to this Series Notice that it has power to enter into the Transaction Documents and to exercise the rights, remedies and discretions of, and to vote on behalf of the Offshore Noteholders, or any Class of
Offshore Noteholders, in each case, in accordance with the terms of such Transaction Documents. 
  

	16.4	Payments 

 Any payment to be made to the Offshore
Noteholders under the Transaction Documents may be made to the Principal Paying Agent or the Note Trustee (as the case may be) in accordance with the terms of the Agency Agreement and the Note Trust Deed. 
  



			
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	17.	Westpac Undertakings 

  

	17.1	Set Off 

 Westpac irrevocably waives, and must not
exercise, any right it may have to set off amounts deposited with it by the Trustee (in its capacity as trustee of the Trust) against amounts owed by the Trustee to Westpac (in any capacity) under any Transaction Document. 
  

	17.2	Notice of actions 

 Westpac, as Approved Seller,
must notify the Trustee and the Trust Manager promptly after becoming aware of any action, claim or other legal proceedings which may be brought against Westpac and which Westpac believes would have a materially adverse effect on its title to any
Receivable or Receivable Security (an Action). 
  

	17.3	Notification of Trust 

 If the Trustee is notified
of an Action under clause 14.2, the Trust Manager (failing which the Trustee) must notify the relevant court or tribunal of the Trustee’s interest in the relevant Receivables or Receivable Securities, unless Westpac (as Approved Seller), the
Trust Manager and the Trustee agree that to do so might prejudice Westpac’s ability successfully to defend or prosecute the Action (as the case may be). 
  

	17.4	Compliance with ASX listing rules 

 The Trust
Manager and the Servicer undertake to the Trustee, to each Noteholder and to the Security Trustee to: 
  

	 	(i)	give the Trustee such directions; and 

  

	 	(ii)	take such actions as may reasonably be taken by a third party on behalf of the Trustee, 

 as are necessary to ensure that the Trustee complies with the ASX listing rules. 
  

	18.	Call and Tax Redemption 

  

	18.1	Call of Class A Notes 

 The Trustee must, when
so directed by the Trust Manager (at the Trust Manager’s option) on or before the date which is 3 Business Days before the Payment Date, having given not more than 60 nor less than 10 days’ notice to the Note Trustee and the Security
Trustee in accordance with, in the case of the Offshore Notes, the relevant Condition 12 and in the case of the Class A2c Notes, the terms of this Series Notice and the Master Trust Deed, redeem all, but not some only of the Class A Notes by
repaying the Invested Amount, or, if all the Class A Noteholders so agree, the Stated Amount, of those Class A Notes, together with accrued interest to (but excluding) the date of redemption on any Payment Date falling on or after the
Payment Date on which the Total Invested Amount of all Notes is equal to or less than 10% of the aggregate of the Total Initial Invested Amount of all Notes (the Call Option Date) provided that: 
  

	 	(a)	the Trust Manager having provided no more than 60 nor less than 10 days’ prior written notice to: 

  



			
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	 	(i)	the Note Trustee; 

  

	 	(ii)	each Class A2c Noteholder; and 

  

	 	(iii)	each Designated Rating Agency, 

 of the Trust
Manager’s intention to direct the Trustee to redeem the Class A Notes under this clause; 
  

	 	(b)	the Trust Manager receiving from the Designated Rating Agencies (if required) written confirmation that the repayment will not have a detrimental impact on the rating of any other
Notes; 

  

	 	(c)	the Trustee having sufficient cash to make such repayment and discharge all its liabilities in respect of amounts which are required under the Security Trust Deed to be paid in
priority or equally with the Notes as if the security for the Notes were being enforced. The Trustee may: 

  

	 	(i)	at the direction of the Trust Manager, dispose of any Loans for an amount not less than: 

  

	 	(A)	in the case of Performing Loans, their Unpaid Balance; or 

  

	 	(B)	in the case of non-performing Loans, their Fair Market Value; 

 in order to raise such cash; and 
  

	 	(ii)	rely conclusively on a certificate from the Trust Manager as to the amount of the repayment and other payments referred to above; 

  

	 	(d)	the Trustee retaining such amount as the Trust Manager reasonably determines will be necessary to satisfy any outstanding or anticipated Expenses, payment under the Liquidity
Facility Agreement, payment under the Redraw Facility Agreement or payment to any Swap Provider under a Hedge Agreement; and 

  

	 	(e)	if the repayment and other payments referred to in paragraph (c) are to be funded in whole or in part by a disposal of Assets to Westpac or the trustee of another WST trust,
the Trust Manager having received notification that the Australian Prudential Regulation Authority has permitted the purchase of those Assets by that purchaser. 

  

	18.2	Call of Class B Notes 

 The Trustee must, when so
directed by the Trust Manager (at the Trust Manager’s option) on or before the date which is 3 Business Days before the Payment Date, having given not more than 60 nor less than 10 days’ notice to the Note Trustee and the Security Trustee
in accordance with the terms of this Series Notice and the Master Trust Deed, redeem all, but not some only of the Class B Notes by repaying the Invested Amount, or, if all the Class B Noteholders so agree, the Stated Amount, of those Class B Notes,
together with accrued interest to (but excluding) the date of redemption on any Payment Date falling on or after the Payment Date on which the Total Invested Amount of all Notes is equal to or less than 10% of the aggregate of the Total Initial
Invested Amount of all Notes, provided that: 
  

	 	(a)	the Trust Manager having provided no more than 60 nor less than 10 days’ prior written notice to: 

  

	 	(i)	each Class B Noteholder; and 

  



			
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	 	(ii)	each Designated Rating Agency, 

 of the Trust
Manager’s intention to direct the Trustee to redeem the Class B Notes under this clause; 
  

	 	(b)	the Trust Manager receiving from the Designated Rating Agencies written confirmation that the repayment will not have a detrimental impact on the rating of any other Notes;


  

	 	(c)	the Trustee having sufficient cash to make such repayment and discharge all its liabilities in respect of amounts which are required under the Security Trust Deed to be paid in
priority to or equally with the Notes as if the security for the Notes were being enforced. The Trustee may; 

  

	 	(i)	at the direction of the Trust Manager, dispose of any Loans for an amount not less than: 

  

	 	(A)	in the case of Performing Loans, their Unpaid Balance; or 

  

	 	(B)	in the case of non-performing Loans, their Fair Market Value; 

 in order to raise such cash; and 
  

	 	(ii)	rely conclusively on a certificate from the Trust Manager as to the amount of the repayment and other payments referred to above; 

  

	 	(d)	the Trustee retaining such amount as the Trust Manager reasonably determines will be necessary to satisfy any outstanding or anticipated Expenses, payment under the Liquidity
Facility Agreement, payment under the Redraw Facility Agreement or payment to any Swap Provider under a Hedge Agreement; 

  

	 	(e)	if the repayment and other payments referred to in paragraph (c) are to be funded in whole or in part by a disposal of Assets to Westpac or the trustee of another WST trust,
the Trust Manager having received notification that the Australian Prudential Regulation Authority has permitted the purchase of those Assets by that purchaser; and 

  

	 	(f)	all Class A Notes have been redeemed in full before that Payment Date, or will be redeemed in full on that Payment Date. 

  

	18.3	Tax Event 

 If the Trust Manager notifies the
Trustee and the Note Trustee that in its opinion (based on such advice it deems necessary) either: 
  

	 	(a)	on the next Payment Date the Trustee (or a Paying Agent) would be required to deduct or withhold from any payment of principal or interest in respect of the Notes or a Currency Swap
in respect of any Offshore Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Commonwealth of Australia or any of
its political sub-divisions or any of its authorities; or 

  

	 	(b)	the total amount payable in respect of interest in relation to any of the Loans for a Collection Period ceases to be receivable (whether or not actually received) by the Trustee
during such Collection Period (but, for the avoidance of doubt, this paragraph does not apply to the failure by the Trustee to receive any interest on any Loans merely by reason of the failure by the relevant Obligors to pay that interest in breach
of the relevant Loan), 

  



			
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 the Trustee must, when so directed by the Trust Manager, at the Trust Manager’s option (provided
that the Trustee will be in a position on such Payment Date to discharge (and the Trust Manager will so certify to the Trustee and the Note Trustee) all its liabilities in respect of those Notes and any amounts required under the Security Trust Deed
to be paid in priority or pari passu with those Notes if the security for the Notes were being enforced), having given not more than 60 nor less than 10 days’ notice to the Note Trustee of those Notes (and all other Noteholders whose
Notes are to be redeemed at the same time), in accordance with the relevant Condition 12 for any Offshore Notes, redeem all, but not some only, of those Notes at their Invested Amount (or, if the Class A Noteholders by Extraordinary Resolution
have so agreed, at their Stated Amount) together with accrued interest to (but excluding) the date of redemption on any subsequent Payment Date, provided that the Class A Noteholders may by Extraordinary Resolution elect, and shall notify the
Trustee and the Trust Manager in writing, that they do not require the Trustee to redeem the Class A Notes. 
  

	18.4	Margin where no Redemption at Stated Amount 

 If the
Trustee, at the direction of the Trust Manager, proposes to exercise its option to redeem the Notes on a Payment Date on or after the Call Option Date at their Stated Amounts rather than their Invested Amounts, as described in clauses 15.1 and 15.2
above, but is unable to do so because, following a meeting of Noteholders convened under the provisions of the Master Trust Deed and the Note Trust Deed for this purpose, the Noteholders have not approved by an Extraordinary Resolution the
redemption of the Notes at their Stated Amounts, then the Margin to be applied in determining the Coupon Rate on those Notes for each Coupon Period commencing on or after that Payment Date will remain at, or revert to, the Margin applying at the
Closing Date (or, in the case of Class A1 Notes, the Maximum Reset Margin will be the Maximum Reset Margin applying at the Closing Date). 
  

	18.5	Full satisfaction 

 Repayment and redemption of
Class A Notes or Class B Notes in accordance with clause 15.1, 15.2 or 15.3 (as the case may be) shall be in full satisfaction of the Trustee’s obligations under the relevant Notes. 
  

	19.	Tax Consolidation 

  

	 	(a)	It is in the interests of all parties, including the Trustee, the Noteholders and the Beneficiaries, that the transaction be maintained with the objective (the
Objective) that: 

  

	 	(i)	the Trustee always be in a position to pay any Tax liability when due; 

  

	 	(ii)	the payment of Tax by the Trustee must not affect the amount of principal or interest payable on the Notes or the timing of such payments; and 

  

	 	(iii)	the rating of the Notes be maintained. 

  

	 	(b)	The parties acknowledge that if the Trust were to become a member of a consolidated group under Part 3-90 of the Income Tax Assessment Act 1997, action may be required
in accordance with paragraphs (c) and/or (d) to ensure that the Objective can continue to be met. 

  



			
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 Provided that the Trustee and each Designated Rating Agency receive written advice from an
experienced and reputable tax lawyer or tax accountant to the effect that if the cashflow allocation methodology in clause 5, as amended by any deed amending this Series Notice, is followed, the Objective will be met, and each Designated Rating
Agency confirms in writing that the change in Tax law, any deed amending this Series Notice and any action taken in accordance with paragraphs (c) and (d) will not result in the downgrade or withdrawal of rating of any Note: 
  

	 	(i)	the Trustee shall not be obliged to obtain the consent of any Noteholder or any Residual Income Beneficiary to any deed amending this Series Notice; and 

  

	 	(ii)	subject to its terms, any deed amending this Series Notice shall be effective when executed. 

  

	 	(c)	In the event that the Trust becomes a member of a consolidated group under Part 3-90 of the Income Tax Assessment Act 1997 then: 

  

	 	(i)	the Trust Manager shall, as soon as is practicable, direct the Trustee to take steps to ensure that the Trust ceases to be a member of that consolidated group; and


  

	 	(ii)	the Trust Manager shall promptly consult with the Trustee and each Designated Rating Agency to determine what changes, if any, are necessary to the cashflow allocation methodology
in clause 5 to achieve the Objective, and: 

  

	 	(A)	within 2 months of such consultations commencing (or such longer time as the Trustee and each Designated Rating Agency permit), the Trust Manager shall use reasonable endeavours to
provide a written direction to the Trustee and a draft deed amending this Series Notice that, if executed, will achieve the Objective; and 

  

	 	(B)	upon the Trustee being notified by the Trust Manager that the draft deed amending this Series Notice will achieve the Objective (and in this regard the Trustee may rely (amongst
others) upon advice of tax lawyers), and each of the other parties to this Series Notice being reasonably satisfied that they will not be adversely affected by the proposed amendments to this Series Notice, each party to this Series Notice shall
execute that amendment deed. 

  

	 	(d)	For any period in which the Trust is, notwithstanding paragraph (c), a member of a consolidated group, the Trust Manager shall procure that the head company of a consolidated
tax group of which the Trust becomes a member will: 

  

	 	(i)	ensure that the group tax liabilities of that consolidated tax group are covered by a valid tax sharing agreement that apportions those tax liabilities to the Trustee on a basis
acceptable to the Trustee (and the Trustee acknowledges that a nil allocation of the group tax liabilities will be acceptable to it); and 

  

	 	(ii)	provide evidence of such a tax sharing agreement being in place for the purposes of paragraph (c): 

  



			
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	 	(A)	at the time the Trust becomes a member of the consolidated tax group; and 

  

	 	(B)	on each occasion that there is any alteration, amendment or replacement of a tax sharing agreement covering the tax liabilities of the consolidated tax group.


  

	20.	Compliance with Regulation AB 

  

	20.1	Intent of the Parties, Reasonableness 

 The Servicer
and the Trust Manager acknowledge and agree that the purpose of this clause 20 is to facilitate compliance by the Trust Manager with the provisions of Regulation AB and related rules and regulations of the Commission. 
 The Trust Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or
for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Trust Manager in good
faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicer shall cooperate fully with the Trust Manager to deliver to the Trust Manager (including any of its assignees or
designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Trust Manager to permit the Trust Manager to comply with the provisions of Regulation AB, together with
such disclosures relating to the Servicer, any Subservicer and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Trust Manager to be necessary in order to effect such compliance. 
 The Trust Manager (including any of its assignees or designees) shall cooperate with the Servicer by providing timely notice of requests for information
under these provisions and by reasonably limiting such requests to information required, in the Trust Manager’s reasonable judgment, to comply with Regulation AB. 
  


	20.2	Additional Representations and Warranties of the Servicer 

  

	 	(a)	the Servicer shall be deemed to represent to the Trust Manager, as of the date on which information is first provided to the Trust Manager under clause 20.3 that, except as
disclosed in writing to the Trust Manager prior to such date: 

  

	 	(i)	the Servicer is not aware and has not received notice that any default, early amortisation or other performance triggering event has occurred as to any other securitisation due to
any act or failure to act of the Servicer; 

  

	 	(ii)	the Servicer has not been terminated as servicer in a residential housing loan securitisation, either due to a servicing default or to application of a servicing performance test or
trigger; 

  



			
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	 	(iii)	no material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving the Servicer as servicer has been
disclosed or reported by the Servicer; 

  

	 	(iv)	no material changes to the Servicer’s policies or procedures with respect to the servicing function it will perform under the Servicing Agreement and any other Transaction
Document for housing loans of a type similar to the Purchased Receivables have occurred during the three-year period immediately preceding the Closing Date; 

  

	 	(v)	there are no aspects of the Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer of its servicing obligations under this
Series Notice, the Servicing Agreement or any other Transaction Document; 

  

	 	(vi)	there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicer or any Subservicer that could have a material adverse effect on
the performance by the Servicer of its servicing obligations under this Series Notice, the Servicing Agreement or any other Transaction Document; and 

  

	 	(vii)	there are no affiliations, relationships or transactions relating to the Servicer or any Subservicer with respect to the transactions contemplated by this Series Notice, the
Servicing Agreement or any other Transaction Document and any party thereto identified by the Trust Manager of a type described in Item 1119 of Regulation AB. 

  

	 	(b)	If so requested by the Trust Manager on any date following the date on which information is first provided to the Trust Manager under clause 20.3, the Servicer shall, within five
Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 20.2 or, if any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 

  

	20.3	Information to be provided by the Servicer 

  

	 	(a)	the Servicer shall: 

  

	 	(i)	within five Business Days following request by the Trust Manager, provide to the Trust Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance
reasonably satisfactory to the Trust Manager, the information and materials specified in paragraphs (b), (c) and (f) of this clause 20.3, and 

  

	 	(ii)	as promptly as practicable following notice to or discovery by the Servicer, provide to the Trust Manager (in writing and in form and substance reasonably satisfactory to the Trust
Manager) the information specified in paragraph (d) of this clause 20.3. 

  

	 	(b)	If so requested by the Trust Manager, the Servicer shall provide such information regarding: 

  

	 	(i)	the Servicer, as originator of the Purchased Receivables; and 

  



			
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	 	(ii)	as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at
a minimum: 

  

	 	(A)	the originator’s form of organisation; 

  

	 	(B)	a description of the originator’s origination program and how long the originator has been engaged in originating residential housing loans, which description shall include a
discussion of the originator’s experience in originating housing loans of a similar type as the Purchased Receivables; information regarding the size and composition of the originator’s origination portfolio; and information that may be
material, in the good faith judgment of the Trust Manager, to an analysis of the performance of the Purchased Receivables, including the originator’s credit-granting or underwriting criteria for housing loans of similar type(s) as the Purchased
Receivables and such other information as the Trust Manager may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; 

  

	 	(C)	a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer and any Subservicer that may impact its servicing ability;
and 

  

	 	(D)	a description of any affiliation or relationship between the Servicer, any Subservicer and any of the following parties to this transaction, as such parties are identified to the
Servicer by the Trust Manager in writing in advance of this transaction: 

  

	 	(1)	the sponsor; 

  

	 	(2)	the depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  

	 	(5)	any trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	any other material transaction party. 

  

	 	(c)	 If so requested by the Trust Manager, the Servicer shall provide Static Pool Information with respect to the housing loans (of a similar type as the Purchased
Receivables, as reasonably identified by the Trust Manager as provided below) originated by the Servicer. Such Static Pool Information shall be prepared by the Servicer on the basis of its reasonable, good faith interpretation of the requirements of
Item 1105(a)(1)-(3) of Regulation AB. The content of such Static Pool Information may be in the form customarily provided by the Servicer, and need not be customised for the Trust Manager. Such Static Pool Information for each prior
securitised pool shall be presented in 



  



			
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increments no less frequently than quarterly over the life of the housing loans included in the prior securitised pool. The most recent periodic increment
must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an
electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Trust Manager. 


 Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including
an omission to include therein information required to be provided pursuant to such paragraph), the Servicer shall provide corrected Static Pool Information to the Trust Manager, in the same format in which Static Pool Information was previously
provided to such party by the Servicer. 
 If so requested by the Trust Manager, the Servicer shall provide, at the expense of the Trust
Manager (to the extent of any additional incremental expense associated with delivery pursuant to this Series Notice), such agreed-upon procedures letters of certified public accountants reasonably acceptable to the Trust Manager, pertaining to
Static Pool Information relating to prior securitised pools for securitisations closed on or after 1 January 2006 or, in the case of Static Pool Information with respect to the Servicer’s originations or purchases, to calendar months
commencing 1 January 2006, as the Trust Manager shall reasonably request. Such letters shall be addressed to and be for the benefit of such parties as the Trust Manager shall designate, which may include, by way of example, any broker dealer
acting as underwriter, placement agent or initial purchaser with respect to transactions contemplated by this Series Notice. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter
authorising reliance by the addressees designated by the Trust Manager. 
  

	 	(d)	If so requested by the Trust Manager, the Servicer shall provide such information regarding the Servicer, as servicer of the Purchased Receivables, and each Subservicer, if any
(each of the Servicer and each Subservicer, if any, for purposes of this paragraph only, a Servicer), as is requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum:


  

	 	(i)	the Servicer’s form of organisation; 

  

	 	(ii)	a description of how long the Servicer has been servicing residential housing loans; a general discussion of the Servicer’s experience in servicing assets of any type as well
as a more detailed discussion of the Servicer’s experience in, and procedures for, the servicing function it will perform under this Series Notice, the Servicing Agreement and any other Transaction Document; information regarding the size,
composition and growth of the Servicer’s portfolio of residential housing loans of a type similar to the Purchased Receivables and information on factors related to the Servicer that may be material, in the good faith judgment of the Trust
Manager, to any analysis of the servicing of the Purchased Receivables or the related asset-backed securities, as applicable, including, without limitation: 

  



			
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	 	(A)	whether any prior securitisations of housing loans of a type similar to the Purchased Receivables involving the Servicer have defaulted or experienced an early amortisation or other
performance triggering event because of servicing during the three-year period immediately preceding the Closing Date; 

  

	 	(B)	the extent of outsourcing the Servicer utilises; 

  

	 	(C)	whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans
involving the Servicer as a servicer during the three-year period immediately preceding the Closing Date; 

  

	 	(D)	whether the Servicer has been terminated as servicer in a residential housing loan securitisation, either due to a servicing default or to application of a servicing performance
test or trigger; and 

  

	 	(E)	such other information as the Trust Manager may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; 

  

	 	(iii)	a description of any material changes during the three-year period immediately preceding the Closing Date to the Servicer’s policies or procedures with respect to the servicing
function it will perform under this Series Notice, the Servicing Agreement and any other Transaction Document for housing loans of a type similar to the Purchased Receivables; 

  

	 	(iv)	information regarding the Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicer
could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Series Notice, the Servicing Agreement or any other Transaction Document; 

  

	 	(v)	information regarding advances made by the Servicer on the Purchased Receivables and the Servicer’s overall servicing portfolio of residential mortgage loans for the three year
period immediately preceding the related Closing Date, which may be limited to a statement by an authorised officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential mortgage loans serviced by
it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance. 

  

	 	(vi)	a description of the Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Purchased
Receivables; 

  

	 	(vii)	a description of the Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of
defaulted housing loans or workouts; and 

  

	 	(viii)	information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments
considered current or other practices with respect to delinquency and loss experience. 

  



			
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	 	(e)	If so requested by the Trust Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer
shall (or shall cause each Subservicer, if any, to) (i) notify the Trust Manager in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer that may impact its ability to perform
its servicing or sub-servicing obligations and (B) any affiliations or relationships that develop following the Closing Date between the Servicer or any Subservicer, if any, and any of the parties specified in sub paragraph (ii)(D) of this
clause 20.3 (and any other parties identified in writing by the requesting party) with respect to the issuance of the Notes, and (ii) provide to the Trust Manager a description of such proceedings, affiliations or relationships.


  

	 	(f)	As a condition to the succession to the Servicer or any Subservicer, if any, as servicer or subservicer under this Series Notice, the Servicing Agreement or any other Transaction
Document by any person: 

  

	 	(i)	into which the Servicer or such Subservicer, if any, may be merged or consolidated; or 

  


	 	(ii)	which may be appointed as a successor to the Servicer or, if applicable, any Subservicer, the Servicer shall provide to the Trust Manager prior to the effective date of such
succession or appointment: 

  

	 	(A)	written notice to the Trust Manager of such succession or appointment; and 

  

	 	(B)	in writing and in form and substance reasonably satisfactory to the Trust Manager, all information reasonably requested by the Trust Manager in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 

  

	 	(g)	In addition to such information the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Series Notice, the Servicing Agreement and any other
Transaction Document, if so requested by the Trust Manager, the Servicer shall provide such information regarding the performance or servicing of the Purchased Receivables as is reasonably required to facilitate preparation of distribution reports
in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Trustee (or the Trust Manager on its behalf) pursuant to clause 11(m)(i) of the
Note Trust Deed, commencing with the first such report due not less than ten Business Days following such request. 

  

	20.4	Servicer Compliance Statement 

 On or before the
date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such requirement, the Servicer shall deliver to the Trust Manager a statement of compliance
addressed to the Trust Manager and signed by an authorised officer of the Servicer, to the effect that (i) a review of the Servicer’s activities during the immediately preceding financial year ended 30 September (or applicable portion
thereof) and of its performance under this Series Notice as it relates to its 

  



			
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Servicing obligations, the Servicing Agreement and any other Transaction Document during such period has been made under such officer’s supervision, and
(ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Series Notice, the Servicing Agreement and any other Transaction Document in all material respects throughout
such financial year ended 30 September (or applicable portion thereof) or, if there has been a failure to fulfil any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and
the status thereof. 
  

	20.5	Report on Assessment of Compliance and Attestation 

  

	 	(a)	On or before the date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such
requirement, the Servicer shall: 

  

	 	(i)	deliver to the Trust Manager a report (in form and substance reasonably satisfactory to the Trust Manager) regarding the Servicer’s assessment of compliance with the Servicing
Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Trust Manager and signed by an
authorised officer of the Servicer, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 3 delivered to the Trust Manager concurrently with the execution of this Series Notice;


  

	 	(ii)	deliver to the Trust Manager a report of a registered public accounting firm reasonably acceptable to the Trust Manager that attests to, and reports on, the assessment of compliance
made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; 

  

	 	(iii)	cause each Subservicer, if any, and each Subcontractor, if any, determined by the Servicer pursuant to clause 20.6(b) to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, to deliver to the Trust Manager an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this clause 20.5; and


  

	 	(iv)	if requested by the Trust Manager, not later than 1 November of the calendar year in which such certification is to be delivered, deliver to the Trust Manager and any other
person that will be responsible for signing the certification (a Sarbanes Certification) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Clause 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer
with respect to the transactions contemplated by this Series Notice a certification in the form attached hereto as schedule 2. 

 the Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Trust
Manager will not request delivery of a certification under clause (a)(iv) above unless the Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Purchased
Receivables. 
  



			
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	 	(b)	Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 17.5 shall address each of the Servicing Criteria specified on a certification substantially
in the form of schedule 3 hereto delivered to the Trust Manager concurrently with the execution of this Series Notice or, in the case of a Subservicer, if any, subsequently appointed as such, on or prior to the date of such appointment. An
assessment of compliance provided by a Subcontractor pursuant to clause 20.5(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to clause 20.6. 

  

	20.6	Use of Subservicers and Subcontractors 

  

	 	(a)	the Servicer shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Servicer as servicer under this Series Notice, the Servicing
Agreement or any other Transaction Document unless the Servicer complies with the provisions of paragraph (b) of this clause 20.6. The Servicer shall not hire or otherwise utilise the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Servicer as servicer under this Series Notice, the Servicing Agreement or any other Transaction Document unless the Servicer complies
with the provisions of paragraph (c) of this clause 20.6. 

  

	 	(b)	It shall not be necessary for the Servicer to seek the consent of the Trust Manager to the utilisation of any Subservicer. The Servicer shall cause any Subservicer used by the
Servicer (or by any Subservicer) for the benefit of the Trust Manager to comply with the provisions of this clause 20.6 and with clauses 20.2, 20.3(c) and (e), 20.4 and 20.5 of this Series Notice to the same extent as if such Subservicer were the
Servicer, and to provide the information required with respect to such Subservicer under clause 20.3(d) of this Series Notice. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Trust Manager any servicer
compliance statement required to be delivered by such Subservicer under clause 20.4, any assessment of compliance and attestation required to be delivered by such Subservicer under clause 20.5 and any certification required to be delivered to the
person that will be responsible for signing the Sarbanes Certification under clause 20.5 as and when required to be delivered. 

  

	 	(c)	It shall not be necessary for the Servicer to seek the consent of the Trust Manager to the utilisation of any Subcontractor. The Servicer shall promptly upon request provide to the
Trust Manager (or any designee of the Trust Manager, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Trust Manager) of the role and function of each Subcontractor utilised by the Servicer
or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and
(iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. 

  



			
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	 	(d)	As a condition to the utilisation of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB,
the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Trust Manager to comply with the provisions of clauses 20.5 and 20.7 of this Series Notice to the same extent as if such
Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Trust Manager any assessment of compliance and attestation required to be delivered by such Subcontractor under clause
20.5, in each case as and when required to be delivered. 

  

	20.7	Indemnification; Remedies 

  

	 	(a)	the Servicer shall indemnify the Trust Manager, each affiliate of the Trust Manager, and each of the following parties participating in transactions contemplated by this Series
Notice: each sponsor and issuing entity; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to transactions contemplated by this Series Notice, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall
hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:


  

					
	(i)	  	(A)	  	any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or
electronic form under this clause 20 by or on behalf of the Servicer, or provided under this clause 20 by or on behalf of any Subservicer or Subcontractor (collectively, the Servicer Information); or
			
		  	(B)	  	the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer Information or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicer Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information;
		
	(ii)	  	any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required
under this clause 20, including any failure by the Servicer to identify pursuant to clause 20.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

  



			
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	 	(iii)	any breach by the Servicer of a representation or warranty set forth in clause 20.2(a) or in a writing furnished pursuant to clause 20.2(b) and made as of a date prior to the
Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to clause 20.2(b) to the extent made as of a date subsequent to the Closing
Date. 

 In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 20.7, the Servicer shall
promptly reimburse the Trust Manager, and each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transactions contemplated by the Series Notice, or for execution of
a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’
letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. 
  

					
	(b)	  	(i)	 	Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under this
clause 20, or any breach by the Servicer of a representation or warranty set forth in clause 20.2(b) or in a writing furnished pursuant to clause 20.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by
the Closing Date, or any breach by the Servicer of a representation or warranty in a writing furnished pursuant to clause 20.2(b) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in sub-paragraph (a),
immediately and automatically, without notice or grace period, constitute a Servicer Transfer Event with respect to the Servicer, as servicer, under this Series Notice, the Servicing Agreement and any other applicable Transaction Document, and shall
entitle the Trust Manager, in its sole discretion to terminate the rights and obligations of the Servicer, as servicer, under this Series Notice, the Servicing Agreement and/or any other applicable Transaction Document without payment
(notwithstanding anything in this Series Notice, the Servicing Agreement or any other applicable Transaction Document to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Series Notice, the
Servicing Agreement and/or any other applicable Transaction Document expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect.
			
		  	(ii)	 	Any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under clause 20.4 or 21.5,
including (except as provided below) any failure by the Servicer to identify pursuant to clause 20.6(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues
unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute a Servicer Transfer Event with respect to the Servicer, as
servicer,

  



			
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		  		  	under this Series Notice, the Servicing Agreement and any other applicable Transaction Document, and shall entitle the Trust Manager, in its sole discretion to terminate the rights and
obligations of the Servicer, as servicer, under this Series Notice, the Servicing Agreement and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any
compensation to the Servicer; provided that to the extent that any provision of any of the foregoing documents expressly provides for the survival of certain rights or obligations following termination of the Servicer, as servicer, such provision
shall be given effect.
		
		  	The Trust Manager shall not be entitled to terminate the rights and obligations of the Servicer, as servicer, pursuant to this sub-paragraph (b)(ii) if a failure of the Servicer to
identify a Subcontractor, if any, “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to housing loans other
than the Purchased Receivables.
			
		  	(iii)	  	the Servicer shall promptly reimburse the Trust Manager (or any designee of the Trust Manager) for all reasonable expenses incurred by the Trust Manager (or such designee), as such are incurred,
in connection with the termination of the Servicer, as servicer, and the transfer of servicing of the Purchased Receivables to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Trust Manager may have under
other provisions of this Series Notice, the Servicing Agreement and/or any other applicable Transaction Document or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  

	21.	Compliance with Regulation AB: The Custodian 

  

	21.1	Intent of the Parties, Reasonableness 

 The
Servicer, as custodian pursuant to section 22.8 of the Master Trust Deed (for purposes of this clause 21, the Servicing Function Participant) and the Trust Manager acknowledge and agree that the purpose of this clause 21 is to
facilitate compliance by the Trust Manager with the provisions of Regulation AB and related rules and regulations of the Commission. 
 The
Trust Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder. The Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Trust Manager in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. The Servicing Function Participant shall cooperate fully with the Trust Manager to deliver to the Trust Manager (including any of its assignees or designees) any and all statements, reports, certifications,
records and any other information necessary in the good faith determination of the Trust Manager to permit the Trust Manager to comply with the provisions of 

  



			
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Regulation AB, together with such disclosures relating to the Servicing Function Participant, any Subservicer and the Purchased Receivables, or the servicing
of the Purchased Receivables, reasonably believed by the Trust Manager to be necessary in order to effect such compliance. 
 The Trust
Manager (including any of its assignees or designees) shall cooperate with the Servicing Function Participant by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information
required, in the Trust Manager’s reasonable judgment, to comply with Regulation AB. 
  

	21.2	Additional Representations and Warranties of the Servicing Function Participant 

  


	 	(a)	The Servicing Function Participant shall be deemed to represent to the Trust Manager, as of the date on which information is first provided to the Trust Manager under clause 21.3
that, except as disclosed in writing to the Trust Manager prior to such date: 

  

	 	(i)	it is not aware and has not received notice that any default, early amortisation or other performance triggering event has occurred as to any other securitisation due to any act or
failure to act of the Servicing Function Participant; 

  

	 	(ii)	it has not been terminated as trustee, custodian, note trustee, or similar role, as applicable, in a residential housing loan securitisation; 

  

	 	(iii)	no material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving the Servicing Function Participant has
been disclosed or reported by the Servicing Function Participant; 

  

	 	(iv)	no material changes to the Servicing Function Participant’s policies or procedures with respect to the servicing function it will perform under the Transaction Documents for
housing loans of a type similar to the Purchased Receivables have occurred during the three-year period immediately preceding the Closing Date; 

  

	 	(v)	there are no aspects of the Servicing Function Participant’s financial condition that could have a material adverse effect on the performance by the Servicing Function
Participant of its obligations under this Series Notice or any other Transaction Document; 

  

	 	(vi)	there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant or any Subservicer that could have a
material adverse effect on the performance by the Servicing Function Participant of its obligations under this Series Notice or any other Transaction Document; and 

  

	 	(vii)	there are no affiliations, relationships or transactions relating to the Servicing Function Participant or any Subservicer with respect to the transactions contemplated by this
Series Notice or any other Transaction Document and any party thereto identified by the Trust Manager of a type described in Item 1119 of Regulation AB. 

  

	 	(b)	If so requested by the Trust Manager on any date following the date on which information is first provided to the Trust Manager under clause 21.3, the Servicing Function Participant
shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 21.2 or, if any such representation and warranty is not accurate as of the
date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 

  



			
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	21.3	Information to be provided by the Servicing Function Participant 

  

	 	(a)	The Servicing Function Participant shall: 

  

	 	(i)	within five Business Days following request by the Trust Manager, provide to the Trust Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance
reasonably satisfactory to the Trust Manager, the information and materials specified in paragraphs (b) and (c) of this clause 21.3, and 

  

	 	(ii)	as promptly as practicable following notice to or discovery by the Servicing Function Participant, provide to the Trust Manager (in writing and in form and substance reasonably
satisfactory to the Trust Manager) the information specified in paragraph (d) of this clause 21.3. 

  

	 	(b)	If so requested by the Trust Manager, the Servicing Function Participant shall provide such information regarding: 

  

	 	(i)	itself; and 

  

	 	(ii)	as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1117 and 1119 of Regulation AB. Such information shall include, at a minimum:


  

	 	(A)	a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant and any Subservicer that may impact
its servicing ability; and 

  

	 	(B)	a description of any affiliation or relationship between the Servicing Function Participant, any Subservicer and any of the following parties to this transaction, as such parties
are identified to the Servicing Function Participant by the Trust Manager in writing in advance of this transaction: 

  

	 	(1)	the sponsor; 

  

	 	(2)	the depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  

	 	(5)	any trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	any other material transaction party. 

  

	 	(c)	 If so requested by the Trust Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed
securities, the Servicing Function Participant shall (or shall cause each Subservicer, if any, to) (i) notify the Trust Manager in writing of (A) any material litigation or governmental proceedings pending 



  



			
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against the Servicing Function Participant or any Subservicer and (B) any affiliations or relationships that develop following the Closing Date between
the Servicing Function Participant or any Subservicer, if any, and any of the parties specified in sub paragraph (ii)(B) of this clause 21.3 (and any other parties identified in writing by the requesting party) with respect to the issuance of the
Notes, and (ii) provide to the Trust Manager a description of such proceedings, affiliations or relationships. 


  

	 	(d)	As a condition to the succession to a Servicing Function Participant or any Subservicer, if any, as servicer or subservicer under this Series Notice or any other Transaction
Document by any person: 

  

	 	(i)	into which the Servicing Function Participant or such Subservicer, if any, may be merged or consolidated; or 

  

	 	(ii)	which may be appointed as a successor to the Servicing Function Participant or, if applicable, any Subservicer, the Servicing Function Participant shall provide to the Trust Manager
prior to the effective date of such succession or appointment: 

  

	 	(A)	written notice to the Trust Manager of such succession or appointment; and 

  

	 	(B)	in writing and in form and substance reasonably satisfactory to the Trust Manager, all information reasonably requested by the Trust Manager in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 

  

	 	(e)	In addition to such information as the Servicing Function Participant is obligated to provide pursuant to other provisions of this Series Notice and any other Transaction Document,
if so requested by the Trust Manager, the Servicing Function Participant shall provide such information regarding the performance or servicing of the Purchased Receivables as is reasonably required to facilitate preparation of distribution reports
in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Trustee (or the Trust Manager on its behalf) pursuant to clause 11(m)(i) of the
Note Trust Deed, commencing with the first such report due not less than ten Business Days following such request. 

  

	21.4	Report on Assessment of Compliance and Attestation 

  

	 	(a)	On or before the date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such
requirement, the Servicing Function Participant shall: 

  

	 	(i)	deliver to the Trust Manager a report (in form and substance reasonably satisfactory to the Trust Manager) regarding the Servicing Function Participant’s assessment of
compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Trust Manager and signed by an authorised officer of the Servicing Function Participant, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 3 delivered to the Trust Manager
concurrently with the execution of this Series Notice; 

  



			
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	 	(ii)	deliver to the Trust Manager a report of a registered public accounting firm reasonably acceptable to the Trust Manager that attests to, and reports on, the assessment of compliance
made by the Servicing Function Participant and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


  

	 	(iii)	cause each Subservicer, if any, and each Subcontractor, if any, determined by the Servicing Function Participant pursuant to clause 21.6(b) to be “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Trust Manager an assessment of compliance and accountants’ attestation as and when provided in paragraphs (a) and (b) of this clause
21.4; and 

  

	 	(iv)	if requested by the Trust Manager not later than 1 December of the fiscal year in which such certification is to be delivered, deliver to the Trust Manager the certification (a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes Oxlet Act of 2002) on behalf of the Trustee with respect to the Trust in the form attached hereto as
Schedule 2. 

 The Servicing Function Participant acknowledges that the parties identified in clause (a)(iv) above may
rely on the certification provided by the Servicing Function Participant pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Trust Manager will not request delivery of a certification under clause
(a)(iv) above unless the Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trustee. 
  

	 	(b)	Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 21.4 shall address each of the Servicing Criteria specified on a certification substantially
in the form of schedule 3 hereto delivered to the Trust Manager concurrently with the execution of this Series Notice or, in the case of a Subservicer, if any, subsequently appointed as such, on or prior to the date of such appointment. An
assessment of compliance provided by a Subcontractor pursuant to clause 21.4(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the relevant Servicing Function Participant pursuant to clause 21.5.


  

	21.5	Use of Subservicers and Subcontractors 

  

	 	(a)	The Servicing Function Participant shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Servicing Function Participant under
this Series Notice or any other Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (a) of this clause 21.5. The Servicing Function Participant shall not hire or otherwise utilise the
services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Servicing Function Participant under this Series Notice or any other
Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (b) of this clause 21.5. 

  



			
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	 	(b)	It shall not be necessary for a Servicing Function Participant to seek the consent of the Trust Manager to the utilisation of any Subservicer. The Servicing Function Participant
shall cause any Subservicer used by it (or by any Subservicer) for the benefit of the Trust Manager to comply with the provisions of this clause 21.5 and with clauses 21.2, 21.4 and 21.6 of this Series Notice to the same extent as if such
Subservicer were the Servicing Function Participant, and to provide the information required with respect to such Subservicer under clause 21.3(c) of this Series Notice. The Servicing Function Participant shall be responsible for obtaining from each
Subservicer and delivering to the Trust Manager any assessment of compliance and attestation required to be delivered by such Subservicer under clause 21.4 and any certification required to be delivered to the person that will be responsible for
signing the Sarbanes Certification under clause 20.5 as and when required to be delivered. 

  

	 	(c)	It shall not be necessary for the Servicing Function Participant to seek the consent of the Trust Manager to the utilisation of any Subcontractor. The Servicing Function Participant
shall promptly upon request provide to the Trust Manager (or any designee of the Trust Manager, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Trust Manager) of the role and function of
each Subcontractor utilised by the Servicing Function Participant or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of
this paragraph. 

  

	 	(d)	As a condition to the utilisation of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB,
the Servicing Function Participant shall cause any such Subcontractor used by the Servicing Function Participant (or by any Subservicer) for the benefit of the Trust Manager to comply with the provisions of clauses 21.4 and 21.6 of this Series
Notice to the same extent as if such Subcontractor were the Servicing Function Participant. The Servicing Function Participant shall be responsible for obtaining from each Subcontractor and delivering to the Trust Manager any assessment of
compliance and attestation required to be delivered by such Subcontractor under clause 21.4, in each case as and when required to be delivered. 

  

	21.6	Indemnification; Remedies 

  

	 	(a)	The Servicing Function Participant shall indemnify the Trust Manager, each affiliate of the Trust Manager, and each of the following parties participating in transactions
contemplated by this Series Notice: each sponsor and issuing entity; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to transactions contemplated by this Series
Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each person who
controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the
foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them
may sustain arising out of or based upon: 

  

					
	(i)	  	(A)	  	any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants’ letter or other material provided in written or
electronic form under this clause 21 by or on behalf of the Servicing Function Participant, or provided under this clause 21 by or on behalf of any Subservicer or Subcontractor (collectively, the Servicing Function Participant
Information); or

  



			
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		  	(B)	  	the omission or alleged omission to state in the Servicing Function Participant Information a material fact required to be stated in the Servicing Function Participant Information or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicing
Function Participant Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicing Function Participant Information or any portion thereof is presented together
with or separately from such other information;
		
	(ii)	  	any failure by the Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material
when and as required under this clause 21, including any failure by the Servicing Function Participant to identify pursuant to clause 21.5(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122
of Regulation AB; or
		
	(iii)	  	any breach by the Servicing Function Participant of a representation or warranty set forth in clause 21.2(a) or in a writing furnished pursuant to clause 21.2(b) and made as of a
date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 21.2(b) to the extent made
as of a date subsequent to the Closing Date.

 In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 21.6,
the relevant Servicing Function Participant shall promptly reimburse the Trust Manager, and each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transactions
contemplated by the Series Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions, for all costs reasonably incurred by each such party in order to obtain the
information, report, certification, accountants’ letter or other material not delivered as required by the Servicing Function Participant, any Subservicer or any Subcontractor. 
  

					
	(b)	  	(i)	  	Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as
required under this clause 21, or any breach by a Servicing Function Participant of a representation or warranty set forth in clause

  



			
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		  		  	21.2(b) or in a writing furnished pursuant to clause 21.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by a
Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 21.2(b) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in sub-paragraph (a), immediately and
automatically, without notice or grace period, constitute a breach under this Series Notice and any other applicable Transaction Document, and shall entitle the Trust Manager, in its sole discretion to terminate the rights and obligations of the
Servicing Function Participant under this Series Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in this Series Notice or any other applicable Transaction Document to the contrary) of any
compensation to the Servicing Function Participant; provided that to the extent that any provision of this Series Notice and/or any other applicable Transaction Document expressly provides for the survival of certain rights or obligations following
termination of the Servicing Function Participant, such provision shall be given effect.
			
		  	(ii)	  	Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under
clause 21.4, including (except as provided below) any failure by a Servicing Function Participant to identify pursuant to clause 21.5(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute a breach with respect to the Servicing Function
Participant under this Series Notice and any other applicable Transaction Document, and shall entitle the Trust Manager, in its sole discretion to terminate the rights and obligations of the Servicing Function Participant, under this Series Notice
and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any compensation to the Servicing Function Participant; provided that to the extent that any provision
of any of the foregoing documents expressly provides for the survival of certain rights or obligations following termination of the Servicing Function Participant, such provision shall be given effect.
			
		  		  	The Trust Manager shall not be entitled to terminate the rights and obligations of a Servicing Function Participant pursuant to this sub-paragraph (b)(ii) if a failure of the Servicing Function
Participant to identify a Subcontractor, if any, “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to housing
loans other than the Purchased Receivables.
			
		  	(iii)	  	The Servicing Function Participant shall promptly reimburse the Trust Manager (or any designee of the Trust Manager) for all reasonable expenses incurred by the Trust Manager (or such designee),
as such are incurred, in connection with the termination of the Servicing Function Participant, and the transfer of servicing of the Purchased Receivables to a successor Servicing Function Participant. The

  



			
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		  		  	provisions of this paragraph shall not limit whatever rights the Trust Manager may have under other provisions of this Series Notice and/or any other applicable Transaction Document or
otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

  

	22.	Compliance with Regulation AB: The Note Trustee 

  

	22.1	Intent of the Parties, Reasonableness 

 The Note
Trustee (for purposes of this clause 22, the Servicing Function Participant) and the Trust Manager acknowledge and agree that the purpose of this clause 22 is to facilitate compliance by the Trust Manager with the provisions of
Regulation AB and related rules and regulations of the Commission. 
 The Trust Manager shall not exercise its right to request delivery of
information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a
private offering of disclosure comparable to that required under the Securities Act). The Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Trust Manager in good faith for delivery of
information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicing Function Participant shall cooperate fully with the Trust Manager to deliver to the Trust Manager (including any of its assignees or
designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Trust Manager to permit the Trust Manager to comply with the provisions of Regulation AB, together with
such disclosures relating to the Servicing Function Participant, reasonably believed by the Trust Manager to be necessary in order to effect such compliance. 
 The Trust Manager (including any of its assignees or designees) shall cooperate with the Servicing Function Participant by providing timely notice of requests for information under these provisions and by reasonably
limiting such requests to information required, in the Trust Manager’s reasonable judgment, to comply with Regulation AB. 
  

	22.2	Additional Representations and Warranties of the Servicing Function Participant 

  


	 	(a)	The Servicing Function Participant shall be deemed to represent to the Trust Manager, as of the date on which information is first provided to the Trust Manager under clause 22.3
that, except as disclosed in writing to the Trust Manager prior to such date: 

  

	 	(i)	there are no aspects of the Servicing Function Participant’s financial condition that could have a material adverse effect on the performance by the Servicing Function
Participant of its obligations under this Series Notice or any other Transaction Document; 

  

	 	(ii)	there are no legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant or any Subservicer that such Servicing Function
Participant deems could have a material adverse effect on the Noteholders; 

  



			
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	 	(iii)	there are no affiliations, relationships or transactions relating to the Servicing Function Participant with respect to the transactions contemplated by this Series Notice or any
other Transaction Document and any party thereto identified by the Trust Manager of a type described in Item 1119 of Regulation AB, except as disclosed. 

  

	 	(b)	If so requested by the Trust Manager on any date following the date on which information is first provided to the Trust Manager under clause 22.3, the Servicing Function Participant
shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 22.2 or, if any such representation and warranty is not accurate as of the
date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 

  

	22.3	Information to be provided by the Servicing Function Participant 

  

	 	(a)	The Servicing Function Participant shall: 

  

	 	(i)	within five Business Days following request by the Trust Manager, provide to the Trust Manager, in writing and in form and substance reasonably satisfactory to the Trust Manager,
the information and materials specified in clause 22.2 and this clause 22.3, and 

  

	 	(ii)	as promptly as practicable following notice to or discovery by the Servicing Function Participant, provide to the Trust Manager (in writing and in form and substance reasonably
satisfactory to the Trust Manager) the information specified in paragraph (d) of this clause 22.3. 

  

	 	(b)	If so requested by the Trust Manager, the Servicing Function Participant shall provide such information regarding: 

  

	 	(i)	itself; 

  

	 	(ii)	as is requested for the purpose of compliance with Items 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: 

  

	 	(A)	a description of any legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant that is deemed by the Servicing Function
Participant to have a material effect on Noteholders; and 

  

	 	(B)	a description of any affiliation or relationship between the Servicing Function Participant, and any of the following parties to this transaction, as such parties are identified to
the Servicing Function Participant by the Trust Manager in writing in advance of this transaction: 

  

	 	(1)	the sponsor; 

  

	 	(2)	the depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  



			
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	 	(5)	any trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	any other material transaction party. 

  

	 	(c)	If so requested by the Trust Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the
Servicing Function Participant shall (i) notify the Trust Manager in writing of (A) any material litigation or governmental proceedings pending against the Servicing Function Participant and (B) any affiliations or relationships that
develop following the Closing Date between the Servicing Function Participant and any of the parties specified in sub paragraph (ii)(B) of this clause 22.3 (and any other parties identified in writing by the requesting party) with respect to the
issuance of the Notes, and (ii) provide to the Trust Manager a description of such proceedings, affiliations or relationships. 

  

	 	(d)	As a condition to the succession to a Servicing Function Participant as servicer or subservicer under this Series Notice or any other Transaction Document by any person:


  

	 	(i)	into which the Servicing Function Participant may be merged or consolidated; or 

  

	 	(ii)	which may be appointed as a successor to the Servicing Function Participant, the Servicing Function Participant shall provide to the Trust Manager, at least 45 calendar days prior
to the effective date of such succession or appointment: 

  

	 	(A)	written notice to the Trust Manager of such succession or appointment; and 

  

	 	(B)	in writing and in form and substance reasonably satisfactory to the Trust Manager, all information reasonably requested by the Trust Manager in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 

  

	22.4	Report on Assessment of Compliance and Attestation 

  

	 	(a)	On or before the date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such
requirement, the Servicing Function Participant shall: 

  

	 	(i)	deliver to the Trust Manager a report (in form and substance reasonably satisfactory to the Trust Manager) regarding the Servicing Function Participant’s assessment of
compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Trust Manager and signed by an authorised officer of the Servicing Function Participant, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 3 delivered to the Trust Manager
concurrently with the execution of this Series Notice; 

  



			
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	 	(ii)	deliver to the Trust Manager a report of a registered public accounting firm reasonably acceptable to the Trust Manager that attests to, and reports on, the assessment of compliance
made by the Servicing Function Participant and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


  

	 	(iii)	As soon as available but no later than December 15 of each calendar year for so long as the Trust Manager is required to report under the Exchange Act, the Servicing Function
Participant shall (if requested by the Trust Manager) deliver to the Trust Manager and any other person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) a certification substantially in the form attached hereto as Schedule 2 

 The Servicing Function Participant acknowledges that the party required to file a Form 10-K may rely on the certification provided by the Servicing Function Participant pursuant to clause (a)(iii) in signing a Sarbanes Certification and
filing such with the Commission. The Trust Manager will not request delivery of a certification under clause (a)(iv) above unless the Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trustee.

  

	 	(b)	The Servicing Function Participant shall not hire or otherwise utilize the services of any Subservicer or Subcontractor to fulfill any of the obligations of it without the written
consent of the Trust Manager. 

  

	 	(c)	The parties hereto acknowledge and agree that The Bank of New York and The Bank of New York London Branch shall in all of their capacities hereunder and under the Agency Agreement
that are deemed hereunder and thereunder to be Servicing Function Participants may deliver in the name of The Bank of New York one Report of Assessment of Compliance and Attestation and one Annual Certification. 

  

	23.	Compliance with Regulation AB: The Trustee and The Security Trustee 

  

	23.1	Intent of the Parties, Reasonableness 

 The Trustee
and the Security Trustee (collectively the “Trustee”) and the Trust Manager acknowledge and agree that the purpose of this clause 23 is to facilitate compliance by the Trust Manager with the provisions of Regulation AB and related rules
and regulations of the Commission. 
 The Trust Manager shall not exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Trust Manager shall not request the delivery of
information or other performance under this clause 23.1 unless the Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Securitisation Fund. The Trustee shall cooperate fully with the Trust
Manager to deliver to the Trust Manager (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information (within the control of 

  



			
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the Trustee or for which the Trustee is responsible) necessary in the good faith determination of the Trust Manager to permit the Trust Manager to comply
with the provisions of Regulation AB, together with such disclosures relating to the Trustee and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Trust Manager and the Trustee to be necessary in
order to effect such compliance. 
 The Trust Manager (including any of its assignees or designees) shall cooperate with the Trustee by
providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Trust Manager’s reasonable judgment, to comply with Regulation AB. 
  

	23.2	Information to be provided by the Trustee 

  

	 	(a)	The Trustee shall, within five Business Days following request by the Trust Manager, provide to the Trust Manager, in writing and in form and substance reasonably satisfactory to
the Trust Manager, the information and materials specified in paragraphs (b) and (c) of this clause 23.2. 

  

	 	(b)	If so requested by the Trust Manager, the Trustee shall provide such information regarding itself, as is requested for the purpose of compliance with Rules 13a and 15d of the
Exchange Act and Items 1117 and 1119 of Regulation AB. Such information will be: 

  

	 	(i)	a description of any legal or governmental proceedings pending (or known to be contemplated) against the Trustee that is material to Noteholders as determined by the Trustee acting
in accordance with the Transaction Documents; and 

  

	 	(ii)	a description of: 

  

	 	(A)	any affiliation within the meaning of Item 1119(a); or 

  

	 	(B)	any relationship within the meaning of Items 1119(b) or 1119(c), 

 between the Trustee and any of the following parties to this transaction, as such parties are identified to the Trustee by the Trust Manager in writing: 
  

	 	(1)	the sponsor; 

  

	 	(2)	the depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  

	 	(5)	any trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	and any other entity specifically notified to the Trustee, 

 in each case, as determined by the Trustee in accordance with the Transaction Documents. 
  



			
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	 	(c)	If the Trustee merges or is consolidated with another legal entity, the Trustee shall provide to the Trust Manager, at least 45 calendar days prior to the effective date of
such merger or consolidation: 

  

	 	(A)	written notice to the Trust Manager of such merger or consolidation; and 

  

	 	(B)	in writing and in form and substance reasonably satisfactory to the Trust Manager, all information reasonably requested by the Trust Manager in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 

  

	23.3	Report on Assessment of Compliance and Attestation 

  

	 	(a)	On or before the date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such
requirement, the Trustee, to the extent that the Trustee is, at the time of such request, participating in the servicing function, shall: 

  

	 	(i)	deliver to the Trust Manager a report (in form and substance reasonably satisfactory to the Trust Manager) regarding the Trustee’s assessment of compliance with the Servicing
Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Trust Manager and signed by an
authorised officer of the Trustee, and shall address each of the Servicing Criteria (but only with respect to such of the Servicing Criteria that the Trustee performs) specified on a certification substantially in the form of schedule 3 to this
Series Notice delivered to the Trust Manager concurrently with the execution of this Series Notice; 

  

	 	(ii)	deliver to the Trust Manager a report of a registered public accounting firm reasonably acceptable to the Trust Manager that attests to, and reports on, the assessment of compliance
made by the Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and 

  

	 	(iii)	As soon as available but no later than December 15 of each calendar year for so long as the Trust Manager is required to report under the Exchange Act, the Servicing Function
Participant shall (if requested by the Trust Manager) deliver to the Trust Manager and any other person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) a certification substantially in the form attached hereto as Schedule 2. 

 The Servicing Function Participant acknowledges that may rely on the certification provided by the Servicing Function Participant pursuant to clause (a)(iii) in signing a Sarbanes Certification and filing such with the Commission. The Trust
Manager will not request delivery of a certification under clause (a)(iii) above unless the Trust Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trustee. 
  



			
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	23.4	Use of Subservicers and Subcontractors 

 The Trustee
shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Trustee under this Series Notice or any other Transaction Document without the written consent of the Trust Manager. The Trustee shall not
hire or otherwise utilise the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Trustee under this Series Notice or any other
Transaction Document without the written consent of the Trust Manager. 
  

	24.	Compliance with Regulation AB – Security Trustee 

 [Reserved] 
  

	25.	Acknowledgments 

  

	 	(a)	The parties to the Transaction Documents agree that the Code of Banking Practice 2003 (Code) does not apply to any Transaction Document or any transaction or service
under any Transaction Document. 

  

	 	(b)	The parties to the Transaction Documents acknowledge that Westpac is bound by the Code in respect of its dealings with some or all Mortgagors and agree that if the application of
the Code to those dealings makes an amendment to any Transaction Document necessary or desirable, in the opinion of Westpac, then the parties will negotiate such amendments in good faith. 

  

	26.	Changes to Portfolio of Receivables before the Cut-Off Date 

 An Approved Seller may at any time before the Cut-Off Date add a Receivable to, or remove a Receivable from, the Portfolio of Receivables, provided that: 
  

	 	(a)	the Approved Seller: 

  

	 	(i)	notifies the Trustee and Trust Manager in writing of that addition or removal; and 

  

	 	(ii)	provides the Trustee and Trust Manager with a revised form of Annexure A to the Note Issue Direction that reflects that addition or removal, 

 within 5 Business Days (but, in any event, before the Cut-Off Date); and 
  

	 	(b)	the addition or removal (when taken together with all other additions and removals under this clause) does not result in a change of more than 5% in any of the characteristics of
the Portfolio of Receivables described in the Prospectus. 

  

	27.	Credit Support transferred by Currency Swap Provider 

 Each of the Beneficiaries and Noteholders acknowledges and agrees that: 
  

	 	(a)	the Trustee will hold any collateral transferred to it by a Currency Swap Provider, in support of that Currency Swap Provider’s obligations under the relevant Currency Swap, on
trust on the terms set out in the master agreement between the Trustee, that Currency Swap Provider and others; and 

  



			
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	 	(b)	the Trustee may deal with any collateral referred to in paragraph (a), notwithstanding that it is also the trustee of the Trust and notwithstanding the terms of the Trust.


  

	28.	Governing Law And Jurisdiction 

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

	29.	Counterparts 

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



			
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 EXECUTED and delivered as a deed poll. 
 Each attorney executing this Series Notice states that he or she has no notice of revocation or suspension of his or her power of attorney. 
 TRUSTEE 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	J.P. MORGAN TRUST AUSTRALIA LIMITED	  	 )
 )
	  	
	by its attorney	  	)	  		  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  		  	
	Print name	  		  		  	

 TRUST MANAGER 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	WESTPAC SECURITISATION	  	)	  	
	MANAGEMENT PTY LIMITED	  	)	  	
	by its attorney	  	)	  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  		  	
	Print name	  		  		  	

  



			
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 WESTPAC 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	WESTPAC BANKING CORPORATION	  	)	  	
	by its attorneys	  	)	  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  	 	  	
	Print name	  		  	Signature	  	
				
		  		  	 	  	
		  		  	Print name	  	

 NOTE TRUSTEE 
  

							
	EXECUTED for and on behalf of THE BANK OF NEW YORK	  	)
)
)	  		  	
				
	 	  		  	 	  	
	Witness	  		  	Authorised Signatory	  	
				
	 	  		  	 	  	
	Print name	  		  	Print name	  	

  



			
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 SECURITY TRUSTEE 
  

							
	SIGNED SEALED and DELIVERED	  	)	  	
	on behalf of	  	)	  	
	 BNY TRUST (AUSTRALIA) REGISTRY
 LIMITED
	  	)	  	
	by its attorney	  	)	  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  		  	
	Print name	  		  	

  



			
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 Schedule 1 
 An
Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan: 
  

	(a)	is denominated and payable only in Australian dollars in Australia; 

  

	(b)	is secured by a Receivable Security that constitutes a first ranking mortgage over Land or an interest in a company title scheme with respect to Land and situated in Australia which
is or will be registered or lodged for registration under the Real Property Legislation, or where a Receivable Security is not, or will not be when registered, a first ranking mortgage, the relevant Sale Notice includes an offer in relation to all
prior ranking registered mortgages; 

  

	(c)	is secured by a Receivable Security over a Mortgaged Property which has erected on it a residential dwelling; 

  

	(d)	has an LVR less than or equal to 95%; 

  

	(e)	was approved and originated by Westpac in the ordinary course of its business; 

  

	(f)	under which the relevant Obligor does not owe more than $1,500,000; 

  

	(g)	the relevant Obligor in respect of which was required to repay the Receivable within 30 years of the Cut-Off Date; 

  

	(h)	is not in Arrears for more than 30 consecutive days; 

  

	(i)	the sale of an equitable interest in, or the sale of an equitable interest in any related Receivable Security, does not contravene or conflict with any law;


  

	(j)	together with the related Receivable Security, has been or will be stamped, or has been taken by the relevant stamp duties authority to be stamped, with all applicable duty;


  

	(k)	is subject to the terms and conditions of Westpac’s standard Loan Offer for the loan products referred to in the definition of Receivable in the Series Notice, or any similar
loan product, however named, the product features of which comply with clause 12; 

  

	(l)	is not governed or regulated by the Credit Act 1984 (NSW) (or the corresponding legislation for any other Australian jurisdiction); 

  

	(m)	is not a Loan with an interest only payment type and a bullet principal repayment at the end of the interest only period; 

  

	(n)	the relevant Obligor in respect of which is a resident of Australia; and 

  

	(o)	is fully drawn. 

  



			
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 Schedule 2 
 Form Of Annual Certification 
  

	 	Re:	The Series Notice 

 I,
                                        ,
the
                                        
     of (the “Company”), certify to the Trust Manager and its respective officers, with the knowledge and intent that they will rely upon this certification, that: 
 (1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Company Information”), and the registered public accounting firm’s attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB that were delivered by the Company to the Trust Manager pursuant to the Agreement; 
 (2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; 
 (3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been
provided to the Trust Manager; and 
 (4) To the best of my knowledge, except as disclosed in clause (1) above, the
Company has fulfilled its obligations under the Agreement. 
  

											
		 		 		 	 Date:
	 	 	 	
	 By:
	 	 	 		 		 		 	
	 Name:
	 		 		 		 		 	
	 Title:
	 		 		 		 		 	

  



			
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 Schedule 3 
 Servicing Criteria To Be Addressed In Assessment Of Compliance 
 The assessment of compliance to be delivered by [Westpac Securitisation
Administration Pty Limited] [Westpac Securitisation Management Pty Limited] [Westpac Banking Corporation] [tba] (in its various capacities] [The Mortgage Company Pty Limited] [BNY Trust (Australia) Registry Limited] [Currency Swap Provider]
[Name of Subservicer] [Name of Subcontractor] [Name of any Other Party Responsible For Servicing Function] shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 
  

					
	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA
	Reference	  	Criteria	  	
		  	General Servicing Considerations	  	
			
	1122(d)(1)(i)	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	  	
			
	1122(d)(1)(ii)	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.	  	
			
	1122(d)(1)(iii)	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	  	
			
	1122(d)(1)(iv)	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	  	
			
		  	Cash Collection and Administration	  	
			
	1122(d)(2)(i)	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of
days specified in the transaction agreements.	  	

  



			
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	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA
	Reference	  	Criteria	  	
	1122(d)(2)(ii)	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	BNY
			
	1122(d)(2)(iii)	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.	  	
			
	1122(d)(2)(iv)	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
of cash) as set forth in the transaction agreements.	  	BNY
			
	1122(d)(2)(v)	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	  	BNY
			
	1122(d)(2)(vi)	  	Unissued checks are safeguarded so as to prevent unauthorized access.	  	
			
	1122(d)(2)(vii)	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A)
mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	  	
			
		  	Investor Remittances and Reporting	  	

  



			
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	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA
	Reference	  	Criteria	  	
	1122(d)(3)(i)	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	  	
			
	1122(d)(3)(ii)	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	  	BNY
			
	1122(d)(3)(iii)	  	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	  	BNY
			
	1122(d)(3)(iv)	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	  	
			
		  	Pool Asset Administration	  	
			
	1122(d)(4)(i)	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	  	
			
	1122(d)(4)(ii)	  	Pool assets and related documents are safeguarded as required by the transaction agreements	  	
			
	1122(d)(4)(iii)	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	  	
			
	1122(d)(4)(iv)	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the	  	

  



			
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	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA
	Reference	  	Criteria	  	
		  	servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance with the related pool asset documents.	  	
			
	1122(d)(4)(v)	  	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	  	
			
	1122(d)(4)(vi)	  	Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with
the transaction agreements and related pool asset documents.	  	
			
	1122(d)(4)(vii)	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.	  	
			
	1122(d)(4)(viii)	  	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).	  	
			
	1122(d)(4)(ix)	  	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	  	
			
	1122(d)(4)(x)	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual
basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with	  	

  



			
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	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA
	Reference	  	Criteria	  	
		  	applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset or such other number of days
specified in the transaction agreements.	  	
			
	1122(d)(4)(xi)	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	  	
			
	1122(d)(4)(xii)	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was
due to the obligor’s error or omission.	  	
			
	1122(d)(4)(xiii)	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.	  	
			
	1122(d)(4)(xiv)	  	Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.	  	
			
	1122(d)(4)(xv)	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	  	

  

	
	 [SERVICER]

	
	 Date:

	
	 By:

	
	 Name:


  



			
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 FORM OF 10 K CERTIFICATION 
 [*] (the Asserting Party) is responsible for assessing compliance as of September 30, 200[*] and for the period from 31 May, 2007 (the date of issuance of the Series 2007-1G WST Trust
transaction subject to the requirements of Regulation AB) through September 30, 200[*] (the Report Period) with the servicing criteria set forth in Section 229.1122(d) of the Code of Federal Regulations (the
CFR), except for criteria 229.1122(d) [insert section numbers in 229.1122(d) that are not applicable to the Asserting Party] in the CFR, which the Asserting Party has concluded are not applicable to the servicing activities it performs
with respect to the asset-backed securities transactions covered by this report (the Applicable Servicing Criteria). [The transactions covered by this report include asset-backed securities transactions for which Asserting Party served
as [*] that are backed by the same asset type backing the class of asset-backed securities of the Series 2007-1G WST Trust (including the Series 2007-1G WST Trust asset-backed securities transaction), that were completed on or after 31 May,
2007, and that were registered with the SEC pursuant to the Securities Act of 1933 (the Platform).] * Note: Platform subject to determination by Asserting Party. 
 The Asserting Party has assessed its compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period and has concluded that the Asserting Party has complied, in all
material respects, with the Applicable Servicing Criteria with respect to the Platform taken as a whole. 
 [*], an independent registered public accounting
firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period as set forth in this assessment. 
  

	
	 [NAME OF ASSERTING PARTY]

	
	 Date:

	
	 By:

	
	 Name:


  



			
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 ANNEXURE A 
 SERIES 2007-1G WST TRUST 
 AMENDMENTS TO MASTER TRUST DEED 
 GENERAL 
  

	 	(a)	All references in the Master Trust Deed to the wilful default of the Trustee are replaced by the words Wilful Default. 

  

	 	(b)	The references to breach of trust in clause 12.1(l) and 33.17(e) of the Master Trust Deed are deleted. 

  

	 	(c)	The references to breach of trust in clause 33.16 of the Master Trust Deed are replaced with the words Wilful Default. 

  

	 	(d)	The words “memorandum or articles of association” in clause 32.1(e) of the Master Trust Deed and the words “memorandum and articles of association” in paragraph
1(a) of Schedule 6 to the Master Trust Deed are deleted and replaced with the word “constitution”. 

  

	 	(e)	All references in the Master Trust Deed to the Corporations Law are replaced by the words Corporations Act. 

 CLAUSE 1.1 - Accounts 
 The definition of
Accounts in clause 1.1 of the Master Trust Deed is deleted and replaced with the following definition. 
 “Accounts means accounts prepared in accordance with clause 29.3.” 
 CLAUSE 1.1 - Approved Accounting
Standards 
 The definition of Approved Accounting Standards in clause 1.1 of the Master Trust Deed is deleted. 

CLAUSE 1.1 - Approved Bank 
 The definition of
Approved Bank in clause 1.1 of the Master Trust Deed is deleted and replaced with the following definition. 
 “Approved Bank means: 
  

	 	(a)	a Bank which has a short term rating of at least A1+ from S&P and P-1 from Moody’s; or 

  

	 	(b)	in relation to a Trust, any bank or financial institution which is specified to be an Approved Bank in the relevant Series Notice, 

 but means Westpac Banking Corporation for so long as it has a short term rating of A1 or better from S&P and P-1 or better from Moody’s.”

 CLAUSE 1.1 – ASX 
 A new definition is inserted
alphabetically in the Master Trust Deed as follows. 
 “ASX means ASX Limited.” 
  



			
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 CLAUSE 1.1 - Authorised Investment 
 For the purposes of the definition of Authorised Investment in clause 1.1 of the Master Trust Deed: 
  

	 	(a)	each of the investments in paragraphs (d), (e), (f) of that definition and (h) must have a rating of AAA (long term) or A1+ (short term) (as the case may be) from S&P
and a rating of Aaa (long term) or P-1 (short term) (as the case may be) from Moody’s to be an Authorised Investment for the Trust; 

  

	 	(b)	in paragraph (f) delete “notes of other” in the first line and replace with “notes or other”; 

  

	 	(c)	paragraph (h) is deleted and replaced with the following: 

 “any other assets of a class of assets that are both: 
  

	 	(i)	included within the definition of pool of mortgages in the Duties Act 1997 of New South Wales; and 

  

	 	(ii)	included within the definition of pool of mortgages in the Duties Act 2000 of Victoria”; 

  

	 	(d)	the final paragraph is deleted and replaced with the following: 

 “(In paragraphs (b) – (g) inclusive of this definition, expressions shall be construed and, if necessary read down, so that the Notes in relation to any Trust constitute mortgage-backed securities for the
purposes of both the Duties Act 1997 of New South Wales and the Duties Act 2000 of Victoria, the Duties Act, 2001 of Queensland and the Duties Act, 1999 of the Australian Capital Territory (if applicable))” 
 CLAUSE 1.1 - Authorised Signatory 
 For the purposes
of the definition of Authorised Signatory in clause 1.1 of the Master Trust Deed, paragraph (a) is deleted and replaced with the following: 
  

	 	“(a)	in relation to Westpac Banking Corporation (in whatever capacity), any: 

  

	 	(i)	duly appointed attorney; 

  

	 	(ii)	any person appointed by a duly appointed attorney; or 

  

	 	(iii)	any person appointed by two directors or one director and one secretary as an Authorised Signatory for the purposes of this deed and / or any Transaction Document to which that
corporation is a party.” 

 CLAUSE 1.1 - Bank 
 The existing definition of Bank in clause 1.1 of the Master Trust Deed is deleted and replaced with the following definition. 
 “Bank means: 
  

	 	(a)	a corporation authorised under the Banking Act, 1959 to carry on general banking business in Australia or a corporation formed or incorporated under an Act of the Parliament
of an Australian Jurisdiction to carry on the general business of banking; or 

  

	 	(b)	where any Transaction Document requires money to be deposited by the Trustee outside Australia, a corporation authorised by the banking legislation of the relevant jurisdiction to
carry on the general business of banking in that jurisdiction.” 

  



			
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 CLAUSE 1.1 – Euroclear 
 The definition of Euroclear is deleted and the following definition inserted: 
 Euroclear means Euroclear Bank S.A./N.V. 
 CLAUSE 1.1 - Expenses 
 For the purposes of the definition of Expenses in clause 1.1 of the Master Trust Deed: 
  

	 	(a)	a new paragraph (o) is inserted as follows and the existing paragraph (o) becomes paragraph (b). 

  

	 	“(o)	any fees and expenses payable to any Stock Exchange or Securities Exchange or DTC from time to time by the Trustee;”; and 

  

	 	(b)	a new paragraph (w) is inserted as follows and the existing paragraph (w) becomes paragraph (x). 

  

	 	“(w)	any fees and expenses payable to the ASX or any other Stock Exchange, or DTC, Euroclear or Clearstream, Luxembourg, from time to time by the Trustee.” 


CLAUSE 1.1 - Extraordinary Resolution 
 For the
purposes of the definition of Extraordinary Resolution in clause 1.1 of the Master Trust Deed, that definition is deleted and the following definition is inserted. 
 “Extraordinary Resolution in relation to: 
  

	 	(a)	the Registered Noteholders means, subject to the provisions of the Security Trust Deed: 

  

	 	(i)	a resolution passed at a meeting of the Registered Noteholders duly convened and held in accordance with the provisions contained in clause 17 by a majority consisting of not less
than 75% of the votes able to be cast by the Registered Noteholders cast (by show of hands or poll, as the case may be); or 

  

	 	(ii)	a resolution in writing under clause 17.15 signed by all the Registered Noteholders; 

  

	 	(b)	all Noteholders means, subject to the provisions of the Security Trust Deed a resolution passed, in a meeting of all A$ Noteholders duly convened and held in accordance with the
provisions contained in clause 17 of this Master Trust Deed and in a meeting of Offshore Noteholders in accordance with the Note Trust Deed, by majority consisting of not less than 75% calculated as follows: 

  

			
	


		
	Where:	  	
		
	A =	  	the US$ Equivalent of the aggregate Invested Amount of all A$ Notes held by A$ Noteholders who voted in favour of the resolution;
		
	E =	  	the US$ Equivalent of the aggregate Invested Amount of the Class A2a Notes and Class A2b Notes held by Class A2a Noteholders and Class A2b Noteholders who voted in favour of the
resolution;

  



			
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	U =	  	the aggregate Invested Amount of the Class A1 Notes of the Class A1 Notes held by Class A1 Noteholders who voted in favour of the resolution
		
	T =	  	the US$ Equivalent of the aggregate of the Invested Amounts of all Notes at the relevant time.

  

	 	(c)	all Class A Noteholders means, subject to the provisions of the Security Trust Deed a resolution passed, in a meeting of all Class A1 Noteholders, all Class A2a Noteholders and
all Class A2b Noteholders duly convened and held in accordance with the Note Trust Deed and in a meeting of Class A2c Noteholders held in accordance with the provisions contained in clause 19 of this Master Trust Deed, by majority consisting of not
less than 75% calculated as follows: 

  

			
	 



		
	Where:	  	
		
	A =	  	the US$ Equivalent of the aggregate Invested Amount of all Class A2c Notes held by Class A2c Noteholders who voted in favour of the resolution
		
	E =	  	the US$ Equivalent of the aggregate Invested Amount of the Class A2a Notes and A2b Notes held by Class A2a Noteholders and Class A2b Noteholders who voted in favour of the
resolution
		
	U=	  	the aggregate Invested Amount of the Class A1 Notes held by Class A1 Noteholders who voted in favour of the resolution;
		
	T =	  	the US$ Equivalent of the aggregate of the Invested Amounts of all Class A Notes at the relevant time.

  

	 	(d)	all Offshore Noteholders or a Class of Offshore Noteholders, has the meaning given in the Note Trust Deed. 

 CLAUSE 1.1 - Insolvency Event 
 For the purposes of
the definition of Insolvency Event in clause 1.1 of the Master Trust Deed: 
  

	 	(a)	the word “Westpac” is inserted after the words “a Servicer,”; and 

  

	 	(b)	the following words are inserted at the end of paragraph (c) of the definition: 

 “, and for the avoidance of doubt an inability of the Trustee in its capacity as trustee of the Trust to pay its debts does not include: 
  

	 	(i)	the Trustee making any drawing under a Support Facility in accordance with the Transaction Documents; or 

  

	 	(ii)	until the Class A Notes are repaid in full, the Trustee making any Class B Charge Off or failing to pay the full amount of any Class B Coupon.” 


 



			
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 CLAUSE 1.1 - Termination Date 
 For the purpose of the definition of Termination Date in clause 1.1 of the Master Trust Deed, the words “and the Trustee and the Trust Manager agree that no further Notes are proposed to be issued
by the Trustee in relation to that Trust” are inserted at the end of paragraph (c)(i) of that definition. 
 CLAUSE 1.1 - Taxation Act

 For the purposes of the definition of Taxation Act in clause 1.1 of the Master Trust Deed, the words “and the Income
Tax Assessment Act 1997 (Commonwealth)” are inserted at the end of that definition. 
 CLAUSE 1.1 – Wilful Default 
 A new definition is inserted alphabetically in the Master Trust Deed as follows. 
 “Wilful Default means any wilful failure to comply with or wilful breach by the Trustee of any of its obligations under any Transaction
Document, other than a failure or breach which: 
  

					
	(a)	  	(i)	  	arises as result of a breach of a Transaction Document by a person other than the Trustee; and
			
		  	(ii)	  	the performance of the action (the non-performance of which gave rise to such breach) is a precondition to the Trustee performing the said obligation;
		
	(b)	  	is in accordance with a lawful court order or direction or required by law (except to the extent that such order or direction itself arose because of a wilful failure by the Trustee
to comply with, or wilful breach by the Trustee of any of its obligations under, any Transaction Document); or
		
	(c)	  	is in accordance with any proper instruction or direction of the Noteholders given at a meeting convened under this deed.”

 CLAUSE 1.2 
 For the purposes of clause 1.2 of the Master Trust Deed, paragraph (n) is deleted. 
 CLAUSE 1.2 
 For the purposes of clause 1.2 of the Master Trust Deed, a new paragraph is inserted as follows. 
 “(q) Except as otherwise provided, a reference to any time is a reference to Sydney time.” 
 CLAUSE 2.1 
 For the purposes of clause 2.1 of the
Master Trust Deed, the words “and the relevant Series Notice” are inserted at the end of that clause. 
 CLAUSE 3.4 
 Clause 3.4 of the Master Trust Deed is deleted and replaced with the following new Clause 3.4. 
 “Each Trust shall continue until, and shall terminate on the later of: 
  

	 	(i)	its respective Termination Date; 

  

	 	(ii)	the date on which the provisions of clause 3.5 have been satisfied; and 

  

	 	(iii)	the date on which the Trustee ceases to hold any Trust Back Assets in relation to that Trust.” 

  



			
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 CLAUSE 8.3(b) - Sale Notice 
 For the purposes of clause 8.3(b) of the Master Trust Deed, a Sale Notice given by Westpac in relation to the Trust may be given at any time on the same day as the day on which the Expiry Time falls. 
 CLAUSE 8.5(a) - Conditions precedent to purchase 
 For
the purposes of clause 8.5(a) of the Master Trust Deed, the following is a condition precedent to the giving of the Sale Notice. 
 (Certified copies) Except to the extent previously provided to the Trustee (in its capacity as trustee of any Trust), certified copies of the forms of each Mortgage Insurance Policy, and the forms of the Receivable Agreements,
relating to the Purchased Receivables. 
 CLAUSE 8.6 - Representations and warranties 
 For the purposes of clause 8.6 of the Master Trust Deed, Westpac, in its capacity as an Approved Seller, makes the following representations and
warranties in relation to the Sale Notice given by it and the Receivables and Receivable Rights referred to in that Sale Notice. 
  

	 	(a)	(Assignability) All consents required in relation to the assignment of the Receivables and the related Receivable Rights specified in the Sale Notice have been obtained.
Those Receivables and Receivable Rights are assignable. 

  

	 	(b)	(Quality of Title) It is the sole, legal and beneficial owner of the Receivables and the related Receivable Rights specified in the Sale Notice. Those Receivables and the
related Receivable Rights, together with the interest of Westpac under the Relevant Documents, are owned by it free and clear of any Security Interest (other than any Security Interest arising solely as the result of any action taken by the
Trustee). 

  

	 	(c)	(Eligible Receivable) As at the Cut-Off Date, each Receivable which is specified in the Sale Notice is an Eligible Receivable. In relation to any related Receivable Security
that is required to be registered with any Governmental Agency and which is not registered at the Cut-Off Date, it will be registered. 

  

	 	(d)	(Receivable Securities) Each Receivable, Receivable Security and Related Security which is specified in the Sale Notice is valid, binding and enforceable against the relevant
Obligor(s) in all material respects except to the extent that it is affected by laws relating to creditors rights generally, or doctrines of equity. 

  

	 	(e)	(Set Off) Once equitably assigned to the Trustee, no Receivable or Receivable Right which is specified in the Sale Notice will be subject to any right of rescission, set off,
counterclaim or similar defence. No Receivable or Receivable Right which is specified in that Sale Notice is subject to, or affected by, any interest off-set arrangement or right. 

  
  

	 	(f)	(Compliance with Laws) At the time each Receivable and Receivable Security which is specified in the Sale Notice and each Related Security was entered into it complied in all
material respects with applicable laws, including, without limitation, where the Consumer Credit Legislation applies, the Consumer Credit Legislation. 

  

	 	(g)	(Ownership) In relation to each Receivable Security which is specified in the Sale Notice the relevant Obligor(s) is or are the sole legal owner of the relevant Mortgaged
Property and registered as the sole proprietor(s) of the relevant Mortgaged Property. 

  



			
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	 	(h)	(Insurance) As at the Closing Date, each Receivable which is specified in the Sale Notice is the subject of a Mortgage Insurance Policy from a Mortgage Insurer for the
scheduled term of that Receivable. The sale of each such Receivable to the Trustee is not contrary to the relevant Mortgage Insurance Policy. Westpac has not done or omitted to do anything which might prejudicially affect or limit its rights or the
rights of the Trustee under or in respect of a Mortgage Insurance Policy to the extent that those rights relate to that Receivable or the related Receivable Security. On transfer to the Trustee of equitable title to a Purchased Receivable, the
Trustee will have the benefit of the relevant Mortgage Insurance Policy for that Receivable. 

  

	 	(i)	(Solvency of Mortgage Insurers) The officers of Westpac who have responsibility for the transactions contemplated by the Transaction Documents do not have actual notice that
any insurer under any insurance policy in relation to a Receivable is insolvent or will be unable to pay a valid claim. 

  

	 	(j)	(Selection process) There is no fraud, dishonesty, material misrepresentation or negligence on the part of Westpac in connection with the selection and offer to the Trustee
of any Receivables or related Receivable Securities which is specified in the Sale Notice. 

  

	 	(k)	(No void transactions) The assignment of the Receivables and Receivable Rights which are specified in the Sale Notice will not be held by a court to be an undervalue
transfer, a fraudulent conveyance, or a voidable preference under any law relating to insolvency. 

  

	 	(l)	(Security Interest) The sale, transfer and assignment of Westpac’s interest in the Receivables and the related Receivable Rights which are specified in a Sale Notice,
will not constitute a breach of any Relevant Document or Westpac’s obligations or a default by Westpac under any Security Interest. 

  

	 	(m)	(Relevant Documents) Westpac holds in its possession or control all Relevant Documents that relate to the Receivables and the related Receivable Securities which are
specified in the Sale Notice necessary to enforce the provisions of and the security created by the relevant Receivable Securities. 

  

	 	(n)	(Solvency) Westpac is solvent. 

  

	 	(o)	(No recision, etc) As at the Cut-Off Date, none of the Receivables or Receivable Securities which are specified in the Sale Notice were satisfied, cancelled, discharged or
rescinded and the Mortgaged Property relating to each relevant Receivable and Receivable Security had not been released from the security of the relevant Receivable Securities. 

  

	 	(p)	(Interest rate) Except as may be provided in a Receivable Agreement or Receivable Security which is specified in the Sale Notice, and subject to applicable laws, the interest
rate for each such Receivable is not subject to any limitation, no consent, additional memoranda or other writing is required from the relevant Obligor to give effect to a change in that rate and any change in that rate will be effective on notice
being given to that Obligor in accordance with the terms of the relevant Receivable or Receivable Security. 

  

	 	(q)	(Ordinary course of business) Between the Cut-Off Date and the Closing Date, Westpac dealt with the Receivables and the Receivable Securities specified in the Sale Notice in
the ordinary course of its business. 

  



			
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 CLAUSE 8.9(c) - First Right of Refusal 
 Clause 8.9(c) of the Master Trust Deed is deleted and replaced with the following new clause 8.9(c). 
  

	 	“(i)	As soon as practical after the date (in this clause 8.9(c), the Termination Event Date) on which an event referred to in sub-paragraph (i) or sub-paragraph
(ii) of paragraph (c) of the definition of Termination Date occurs, the Trust Manager directs the Trustee to offer (by written notice to the Approved Seller) irrevocably to extinguish in favour of the Approved Seller, or if the Trustee has
perfected its title, to assign to the Approved Seller, its entire right, title and interest in and to the Purchased Receivables, and related Receivable Rights (if any) in consideration of the payment to the Trustee by the Approved Seller in relation
to the Trust of the Fair Market Value of the Purchased Receivables. 

  

	 	(ii)	During the 180 day period after the Termination Event Date, the Trustee must not sell any Purchased Receivables and the related Receivable Rights for an amount less than their Fair
Market Value. 

  

	 	(iii)	The Approved Seller may accept or reject that offer in its discretion. 

  

	 	(iv)	The Trustee will not sell or deal with the relevant Purchased Receivables and related Receivable Rights except in accordance with paragraph (c)(i) unless the Approved Seller has
failed to accept the offer referred to in paragraph (c)(i) within 180 days after the occurrence of the Termination Event Date by paying to the Trustee, within 180 days, the purchase price referred to in paragraph (c)(i) for all of those Purchased
Receivables and related Receivable Rights.” 

 CLAUSE 8.9(d) - Clean Up Offer 
 For the purposes of clause 8.9(d) of the Master Trust Deed, the term “(i)” is inserted after “sub-paragraph” in the second line of
sub-paragraph (ii) and the following provisions apply. 
  

	 	(a)	On any Determination Date on which the aggregate Housing Loan Principal of a Portfolio of Receivables for Purchased Receivables expressed as a percentage of the Housing Loan
Principal of those Purchased Receivables at the Cut-Off Date, is less than 10%, the Trust Manager may: 

  

	 	(i)	as manager of the Trust, direct the Trustee to offer to sell the Portfolio of Receivables to a Warehouse Trust in accordance with clause 7 of the Master Trust Deed and any
relevant Series Notice; and 

  

	 	(ii)	as manager of that Warehouse Trust, direct the Trustee (as trustee of that Warehouse Trust), to acquire orally or by conduct the Portfolio of Receivables in accordance with
clause 7 of the Master Trust Deed and any relevant Series Notice. 

  

	 	(b)	The Trustee as trustee of the Trust will do all things reasonably necessary to give effect to the disposal of the Portfolio of Receivables to that Warehouse Trust in accordance with
the Master Trust Deed and any relevant Series Notice. 

  

	 	(c)	The Trust Manager may only give the direction referred to in sub-paragraph (i) to the extent that funds are available under the relevant Warehouse Investment Agreement to
acquire the Purchased Receivables. 

 CLAUSE 10 - NOTES 
 For the purposes of the Trust, clause 10 in the Master Trust Deed is deleted and the provisions of that clause 10 are as follows. 
  



			
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	 	10.1	Acknowledgement of indebtedness 

 Subject to the
terms of the Master Trust Deed and this Series Notice: 
  

	 	(a)	each entry in the Register for the Trust in respect of a Registered Note relating to the Trust; and 

  

	 	(b)	in relation to each Offshore Note relating to the Trust, that Offshore Note, 

 constitutes an independent and separate acknowledgement to the relevant Noteholder by the Trustee of its indebtedness as trustee of the Trust for the Invested Amount of that Note together with the other rights given
to Noteholders under the Master Trust Deed, the Series Notice and the Security Trust Deed, and (in relation to an Offshore Note) the Note Trust Deed and the relevant Conditions. 
  

	 	10.2	Legal nature of Notes 

  

	 	(a)	Registered Notes will be in the form of inscribed stock, and the Trustee’s obligations in relation to the Notes and under the Master Trust and this Series Notice in respect of
those Notes (including any obligation to pay interest or principal) will become effective on inscription in the Register for the Trust under the Master Trust and this Series Notice of the details for those Notes. 

  

	 	(b)	Offshore Notes will be in registered form in respect of Book-Entry Notes and will be in registered form in respect of Definitive Notes. 

  

	 	10.3	Terms of Notes 

  

	 	(a)	All Notes issued by the Trustee as trustee of the Trust shall be issued with the benefit of, and subject to, the Master Trust Deed, this Series Notice and the Security Trust Deed
and, in relation to Offshore Notes, the Note Trust Deed and the relevant Conditions. 

  

	 	(b)	The documents referred to in paragraph (a) are binding on the Trust Manager, the Trustee, the Note Trustee, the Security Trustee and the Noteholders. 


 

	 	10.4	Interest and Principal Entitlement of Noteholders 

 Subject to the Master Trust Deed, this Series Notice and the Security Trust Deed and, in relation to Offshore Notes, the Note Trust Deed and the relevant Conditions (and, in particular, subject to any such provisions which provide for
principal losses to be charged off against any Notes), the Trustee as trustee of the Trust shall in respect of the Notes issued by it in that capacity pay or cause to be paid to the Noteholders (as relevant) of those Notes: 
  

	 	(a)	(interest) their Coupon on each Coupon Payment Date; and 

  

	 	(b)	(principal) their Principal Entitlement on each Principal Repayment Date. 

  

	 	10.5	Notes not invalid if issued in breach 

 No Note
shall be invalid or unenforceable on the ground that it was issued in breach of the Master Trust Deed, this Series Notice or any other Transaction Document. 
  



			
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	 	10.6	Location of Registered Notes 

 The property in
Registered Notes shall for all purposes be regarded as situated at the place where the Register is located on which those Registered Notes are recorded. 
  

	 	10.7	No discrimination between Noteholders 

 There shall
not be any discrimination or preference between Notes within the same Class, or the corresponding Noteholders, in relation to a Trust by reason of the time of issue of Notes or for any other reason, subject only to the Series Notice relating to the
Notes and the terms of the Security Trust Deed (if any) relating to the Trust. 
  

	 	10.8	Note Register 

 In the event that any Definitive
Notes (in relation to any Offshore Notes) are issued in registered form, the Trustee (or if the Trustee fails to do so, the Trust Manager on behalf of the Trustee) will appoint a person to operate and maintain a register of those notes in accordance
with: 
  

	 	(i)	in relation to the US$ Notes, standard United States practice and law; and 

  

	 	(ii)	in relation to the Class A2b Notes, standard London practice and law. 

 CLAUSE 12.4 - FURTHER LIMIT ON INTEREST OF NOTEHOLDERS 
 For the purposes of the Trust, clause 12.4 in the Master Trust Deed
is deleted and the provisions of that clause 12.4 are as follows. 
 A Noteholder in relation to the Trust shall only be a creditor of the
Trustee in its capacity as trustee of that Trust to the extent of the Notes held by that Noteholder (or, in the case of a Warehouse Facility Provider, their rights under the relevant Warehouse Facility Agreement) and shall not be entitled to any
beneficial or, subject to the Security Trust Deed, other interest in the Trust. 
 CLAUSES 13.1 AND 13.6(a) - NOTE ISSUE DIRECTION 
  

	 	(a)	For the purposes of clause 13.1 of the Master Trust Deed, the Note Issue Direction for the Notes may be issued by the Trust Manager on or at any time prior to the Note Issue Date
for the Notes. 

  

	 	(b)	For the purposes of clause 13.6(a) of the Master Trust Deed, the certification by the Trust Manager may occur on or at any time prior to the Note Issue Date for the Notes.


 CLAUSE 13.1(b) - CONDITIONS PRECEDENT TO DIRECTION 
  

	 	(a)	For the purposes of clause 13.1(b) of the Master Trust Deed the following is a condition precedent to the issue of a Note Issue Direction in relation to proposed Purchased
Receivables: 

 (Power of Attorney) Original execution copies of powers of attorney duly executed and delivered by
Westpac in registrable form in each Australian jurisdiction appointing certain specified officers of the Trustee as its attorney for the purposes of enabling the Trustee to perfect its title to those purchased Receivables. 
  

	 	(b)	For the purposes of clause 13.1(b)(i) of the Master Trust Deed, delete the words “a director or secretary” and replace with “an attorney or Authorised
Signatory”. 

  



			
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 CLAUSE 13.6(b) 
 For the purposes of clause 13.6(b) of the Master Trust Deed, insert the words “or 7.7(c) (as the case may be)” after “clause 13.8(g)” in the last line. 
 CLAUSE 13.7 - DEALER AGREEMENT 
 The Trustee will
enter into the Dealer Agreement. 
 CLAUSE 13.8 
 For the purposes of clause 13.8 of the Master Trust Deed, insert a new paragraph (g) as follows. 
  

	 	“(g)	(transfer of benefit of Receivables) subject to payment of the amount referred to in paragraph (e), hold automatically by virtue of this deed and without any further act or
instrument or other thing being done or brought into existence, the benefit of the Portfolio of Receivables referred to in the corresponding Note Issue Direction with effect from the Note Issue Date as trustee of the relevant Trust (together with
the benefit with effect from the Note Issue Date of all Receivables, Related Securities, Support Facilities and other rights and entitlements relating to the Portfolio of Receivables).” 

 CLAUSE 13.9 - ACTION FOLLOWING NOTE ISSUE DIRECTION 
 For the purposes of the Trust, clause 13.9 in the Master Trust Deed is deleted and the provisions of that clause 13.9 are as follows. 
 As soon as practicable after a Note Issue Date for a Trust: 
  

	 	(a)	in relation to Registered Notes only: 

  

	 	(i)	(enter details in the Register) the Trustee shall enter into the Register for that Trust in accordance with clause 16 the information required under clause 16.1;


  

	 	(ii)	(issue Note Acknowledgement) the Trustee shall issue a Note Acknowledgement to each Registered Noteholder in respect of its holding of Registered Notes; and


  

	 	(iii)	(issue Marked Note Transfers) if requested by a Registered Noteholder in its Application for Notes, the Trustee shall issue a Marked Note Transfer to the Registered
Noteholder; and 

  

	 	(b)	in relation to Offshore Notes only, the Trustee shall issue those Offshore Notes in accordance with the Note Trust Deed and this Series Notice. 

 CLAUSES 14, 15, 16 AND 17 
 For the purposes of the
Trust, clauses 14, 15, 16 and 17 in the Master Trust Deed are deleted and the provisions of those clauses 14, 15, 16 and 17 are as follows. 
  

	 	14.	TRANSFERS OF NOTES 

  

	 	14.1	No restrictions on transfer of Notes 

 Subject to
this deed and the relevant Series Notice and (in respect of the Offshore Notes) the Note Trust Deed and the relevant Conditions, there shall be no restriction on the transfer of Notes. 
  



			
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	 	14.2	Minimum transfer 

  

	 	(a)	A Registered Noteholder must not transfer any Registered Notes held by it unless: 

  

	 	(i)	the amount payable by the transferee for those Registered Notes is not less than A$500,000; or 

  

	 	(ii)	the offer or invitation to the transferee by the Registered Noteholder in relation to the Registered Notes is an offer or invitation that will not require disclosure under Part 6D.2
of the Corporations Act; and 

  

	 	(iii)	the transfer is to a person who is not a retail client within the meaning of section 761 of the Corporations Act 

  

	 	(b)	A Class A Noteholder must not transfer any Class A Notes held by it unless: 

  

	 	(i)	if the Class A Notes are traded on the ASX, they are traded in parcels with a minimum value of $500,000; or 

  

	 	(ii)	if the transfer is in or from Australia: 

  

	 	(A)	the amount payable for the Class A Notes on transfer (whether on the ASX or elsewhere in Australia) by the transferee is a minimum amount of A$500,000 (disregarding amounts, if
any, lent by the Trustee or other person offering the Class A Notes or an associate (as defined in the Corporations Act 2001 (Cth)) of either of them; or 

  

	 	(B)	the offer or invitation to the transferee by the Class A Noteholder otherwise does not require disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) and the
Corporations Regulations made under the Corporations Act 2001 (Cth); and 

 the transfer is to a person who is not a retail
client within the meaning of section 761 of the Corporations Act. 
  

	 	(c)	No Registered Note has been or will be registered under the United States Securities Act of 1933 as amended (the Securities Act) and may not be offered or sold within the
United States or to, or for the account or benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph have
the meanings given to them by Regulation S under the Securities Act. 

  

	 	(c)	No transfer may be made of any Notes in circumstances which would require the preparation, issue and/or filing of a prospectus in England pursuant to the Public Offers of Securities
Regulations 1995 or under any replacement or subsidiary legislation or regulations, or would otherwise fail to comply with all applicable provisions of the Financial Services and Markets Act 2000 and all rules and regulations made thereunder.


  

	 	(d)	None of the Trustee, the Trust Manager, the Note Trustee, the Servicer or an Approved Seller is liable to any Noteholder in relation to a breach by that Noteholder of paragraph
(b) or (c). 

  



			
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	 	14.3	ERISA Representation 

 By acquiring any Note, each
relevant purchaser and relevant transferee will be deemed to represent, warrant and covenant that either: 
  

	 	(a)	it is not acquiring such Note with the assets of an “employee benefit plan” as defined in and subject to Title I of the U.S. Employee Retirement Income Security Act of
1974, as amended (ERISA), a “plan” as defined in and subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code), an entity deemed to hold the plan assets of any of the foregoing or a
governmental or foreign plan subject to applicable law that is substantially similar to Title I of ERISA or Section 4975 of the Code; or 

  

	 	(b)	the acquisition, holding and disposition of such Note by the relevant purchaser or relevant transferee will not result in a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code or, in the case of a governmental or foreign plan, violate any substantially similar applicable law. 

 Each investor in a Note will be deemed to represent, warrant and covenant that it will not sell, pledge or otherwise transfer such Note in violation of this clause. 
  

	 	14.4	Form of transfer 

 Every transfer of Registered
Notes shall be effected by a Note Transfer. 
  

	 	14.5	Execution of Note Transfer 

 Every Note Transfer
shall be duly completed and executed by the transferor and transferee. 
  

	 	14.6	Stamping of Note Transfer 

 Every Note Transfer
lodged with the Trustee shall be duly stamped (if applicable). 
  

	 	14.7	Delivery of Note Transfer to Trustee 

 Every Note
Transfer shall be delivered to the Trustee together with the Note Acknowledgement to which it relates for registration. 
  

	 	14.8	Registration of Transferee as Noteholder 

 Subject
to this clause 14, the Trustee shall on receipt of a Note Transfer enter the transferee in the Register as the holder of the Registered Notes which are the subject of the Note Transfer. 
  

	 	14.9	Trustee entitled to refuse to register Registered transfer 

 The Trustee may refuse to register any Note Transfer which would result in: 
  

	 	(a)	(breach) a contravention of or failure to observe: 

  

	 	(i)	(Master Trust Deed) the terms of the Master Trust Deed; 

  

	 	(ii)	(Series Notice) this Series Notice; 

  

	 	(iii)	(Security Trust Deed) the Security Trust Deed; or 

  

	 	(iv)	(the Law) any law of an Australian Jurisdiction; or 

  

	 	(b)	(requires registration) an obligation to procure registration of any of the above with, or the approval of any of the above by, any Government Agency.


  



			
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	 	14.10	 Refusal to register absolute 

 The Trustee
shall not be bound to give any reason for refusing to register any Note Transfer and its decision shall be final, conclusive and binding. If the Trustee refuses to register a Note Transfer it shall as soon as practicable (and in no event later than
7 days after the date the Note Transfer was lodged with it) send to the transferor and the transferee notice of such refusal. 
  

	 	14.11	 No fee for registration of a Note Transfer 

 No fee shall be charged for the registration of any Note Transfer. 
  

	 	14.12	 Taking effect of Note Transfers 

  

	 	(a)	(Note Transfer not effective until registration) A Note Transfer shall not take effect until registered by the Trustee and until the transferee is entered in the Register as
the holder of the Registered Notes which are the subject of the Note Transfer, the transferor shall remain the holder of those Registered Notes. 


	 	(b)	(Transfer received when Register closed) When a Note Transfer is received by the Trustee during any period when the Register is closed for any purpose, the Trustee shall not
register the Note Transfer until the next Business Day on which that Register is reopened. 

  

	 	14.13	 Rights and obligations of transferee 

 Subject
to the Master Trust Deed and this Series Notice, a transferee of Registered Notes on being noted in the Register as the holder of the Registered Notes shall have the following rights and obligations: 
  

	 	(a)	(those of the transferor) all the rights and the obligations which the transferor previously had; and 

  

	 	(b)	(those under Master Trust Deed) all the rights and obligations of a Registered Noteholder as provided by the Master Trust Deed and this Series Notice as if the transferee was
originally a party to the Master Trust Deed and this Series Notice. 

  

	 	14.14	 Payments to transferee 

 Subject to the Master
Trust Deed (including clause 35.1 of the Master Trust Deed), on the entry of a transferee of Registered Notes in the Register the transferee shall become entitled to receive any payments then due or which may become due to the holder of the relevant
Registered Notes (including whether or not the entitlement to payment wholly or partly arose or accrued prior to the transfer and the Trustee shall be discharged for any such payment made to the transferee). 
  

	 	14.15	 Transmission of entitlements 

  

	 	(a)	(Election) Any person becoming entitled to Registered Notes as a result of the death, mental incapacity or bankruptcy of a Registered Noteholder may, on producing such
evidence as the Trustee requires of their entitlement, elect to be either registered as the Registered Noteholder or to transfer the Registered Notes in the manner specified in this clause. 

  

	 	(b)	 (Method of election) If an entitled person elects to be registered as the Registered Noteholder, the person shall deliver to the Trustee a notice in writing
to this effect signed by the person. If the person elects to have another person registered he or she shall execute a Note Transfer in relation to the Registered Notes in favour of that person. All the provisions of the Master Trust Deed and this
Series Notice relating to the transfer of 



  



			
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Registered Notes and the registration of Note Transfers shall be applicable to any such notice or Note Transfer as if the death, mental incapacity or
bankruptcy of the Registered Noteholder had not occurred and the notice or Note Transfer was a Note Transfer executed by the Registered Noteholder. 


  

	 	(c)	(Discharge) A person entitled to Registered Notes under this clause shall be entitled to receive and may give a good discharge for all moneys payable in respect of such
Registered Notes but, except as otherwise provided by the Master Trust Deed and this Series Notice, shall not be entitled to any of the rights or privileges of a Registered Noteholder unless and until the person is entered in the Register as the
holder of those Registered Notes. 

  

	 	14.16	 Marked Note Transfer 

  

	 	(a)	(Entitlement to marking) A Registered Noteholder may from time to time request the Trustee to provide the Registered Noteholder with a Marked Note Transfer.


  

	 	(b)	(Marking) The Registered Noteholder shall deliver a Note Transfer to the Trustee and the Trustee shall mark the Note Transfer in such manner as agreed from time to time by
the Trustee and the Trust Manager and issue the same to the Registered Noteholder. 

  

	 	(c)	(Trustee will not register transfer) Until the expiry of 90 days (or any substitute period as the Trustee and Trust Manager agree from time to time and as advised to
Registered Noteholders) from the date on which the Note Transfer was marked, the Trustee shall not register any transfer of Registered Notes relating to the Marked Note Transfer otherwise than on that Marked Note Transfer. 


 

	 	(d)	(No extension by closing of Register) The period referred to in sub-paragraph (c) shall not be extended by the closing of the Register for any purpose.


  

	 	(e)	(Delivery) A Marked Note Transfer shall be issued to a Registered Noteholder by personal delivery at the time the Registered Noteholder attends the offices of the Trustee (or
such other place nominated by the Trustee) for the marking of the Note Transfer by the Trustee. 

  

	 	14.17	 Reliance on documents 

 The Trustee shall be
entitled to accept and assume the authenticity and genuineness of any Note Transfer or other document produced to it to be duly executed. The Trustee shall not be bound to enquire into the authenticity or genuineness of any Note Transfer or other
document, nor shall it incur any liability for registering any Note Transfer which is subsequently discovered to be a forgery or otherwise defective, unless the Trustee had actual notice of such forgery or defect at the time of registration of such
Note Transfer. 
  

	 	14.18	 Specimen signatures 

 The Trustee may (but
need not) require each Registered Noteholder to submit specimen signatures (and in the case of a corporation may require those signatures to be authenticated by the secretary or director of such Registered Noteholder) of persons authorised to
execute Note Transfers on behalf of such Registered Noteholder and shall be entitled to assume (until notified to the contrary) that such authority has not been revoked. 
  



			
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	 	14.19	 Notes lodged with Austraclear 

 If Registered
Notes are lodged into the Austraclear System, the Trustee shall enter Austraclear in the Register as the holder of those Registered Notes. While those Registered Notes remain in the Austraclear System: 
  

	 	(a)	all payments and notices required of the Trustee and the Trust Manager in relation to those Registered Notes will be directed to Austraclear; and 

  

	 	(b)	all dealings (including transfers) and payments in relation to those Registered Notes within the Austraclear System will be governed by the Austraclear Regulations and need not
comply with this clause 14 to the extent of any inconsistency. 

  

	 	15.	NOTE ACKNOWLEDGEMENT 

  

	 	15.1	Issue of Note Acknowledgement 

 When a person has
been entered in the Register as the holder of Registered Notes, as soon as practicable (and in any event no later than 5 Business Days or such shorter period specified in the relevant Series Notice or as otherwise agreed by the Trustee with the
person or the Trust Manager) thereafter, the Trustee shall issue a Note Acknowledgement to that person in respect of those Registered Notes. If the person has been entered into the Register under a Note Transfer and the transferor continues to
retain a holding of Registered Notes, the Trustee shall within the same period stated above issue to the transferor a Note Acknowledgement in respect of that retained holding of Registered Notes. No certificates will be issued in respect of
Registered Notes. 
  

	 	15.2	Note Acknowledgement not certificate of title 

 A
Note Acknowledgement shall not be a certificate of title as to Registered Notes and the Register shall be the only conclusive evidence of the ownership of Registered Notes and the entitlements under them. A Note Acknowledgement cannot be pledged or
deposited as security nor can a Registered Note be transferred by delivery of only a Note Acknowledgement. 
  

	 	15.3	Execution of Note Acknowledgement 

 Each Note
Acknowledgement shall be signed on behalf of the Trustee manually, or in facsimile by mechanical or electronic means, by any Authorised Signatory of the Trustee. If any Authorised Signatory of the Trustee whose signature appears on a Note
Acknowledgement dies or otherwise ceases to be an Authorised Signatory before the Note Acknowledgement has been issued, the Trustee may nevertheless issue the Note Acknowledgement. 
  

	 	15.4	More than one Note Acknowledgement 

 If a Registered
Noteholder wishes to receive more than one Note Acknowledgement it shall return its Note Acknowledgement to the Trustee and at the same time request in writing the issue of a specified number of separate Note Acknowledgements. Subject to clause
10.5, the Trustee shall then cancel the original Note Acknowledgement and issue in lieu separate Note Acknowledgements. A fee prescribed by the Trustee (not exceeding $10 for each Note Acknowledgement) shall be paid by the Registered Noteholder to
the Trustee. 
  

	 	15.5	Worn out, defaced or lost Note Acknowledgement 

 If
any Note Acknowledgement is worn out or defaced then on production to the Trustee it may cancel the same and may issue a new Note Acknowledgement. If any Note Acknowledgement is lost or destroyed then on proof to the satisfaction of the Trustee, and
on such indemnity as the 

  



			
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Trustee may consider adequate having been given, a new Note Acknowledgement shall be given to the person entitled to such lost or destroyed Note
Acknowledgement. An entry as to the issue of the new Note Acknowledgement and of the indemnity (if any) shall be made in the Register. A fee prescribed by the Trustee (not exceeding $10) shall be paid by the person requesting the new Note
Acknowledgement to the Trustee. 
  

	 	15.6	Joint holdings 

 If a single parcel of Registered
Notes is held by more than one person, only the person whose name stands first in the Register in relation to that parcel of Registered Notes shall be entitled to: 
  

	 	(a)	be issued the relevant Note Acknowledgement and, if applicable, a Marked Note Transfer; 

  

	 	(b)	be given any notices; and 

  

	 	(c)	be paid any moneys due in respect of such Registered Notes. 

  

	 	15.7	Delivery of Note Acknowledgement 

 A Note
Acknowledgement may be sent to the relevant Registered Noteholder by mail or by personal delivery to the Registered Noteholder’s address appearing in the Register and the Note Acknowledgement so sent shall be at the risk of that Registered
Noteholder. 
  

	 	16.	THE REGISTER 

  

	 	16.1	Details to be kept on Register 

 The Trustee shall
keep or cause to be kept a register with respect to the Trust, 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)	(Note Issue Dates) the Note Issue Dates for Registered Notes issued in relation to the Trust; 

  

	 	(e)	(Initial Invested Amount) the total Initial Invested Amount of Registered Notes issued on each Note Issue Date; 

  

	 	(f)	(Invested Amount) the Invested Amount of each Registered Note from time to time; 

  

	 	(g)	(Stated Amount) the Stated Amount of each Registered Note from time to time; 

  

	 	(i)	(details of Registered Noteholders) the name and address of each Registered Noteholder; 

  

	 	(j)	(number of Registered Notes) the number of Registered Notes held by each Registered Noteholder; 

  

	 	(k)	(Note Acknowledgement) the serial number of each Note Acknowledgement issued to each Registered Noteholder; 

  

	 	(l)	(date of entry) the date on which a person was entered as the holder of Registered Notes; 

  

	 	(m)	(date of cessation) the date on which a person ceased to be a Registered Noteholder; 

  

	 	(n)	(account) the account to which any payments due to a Registered Noteholder are to be made (if applicable); 

  



			
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	 	(o)	(details) where applicable, Payment Dates, Principal Repayment Dates, Maturity Dates, Margin and Step-Up Margin on the Notes; 

  

	 	(p)	(payments) a record of each payment in respect of the Registered Notes in relation to the Trust; and 

  

	 	(q)	(tax file number) a record that the Trustee has (or has not) received the tax file number for each Registered Noteholder; and 

  

	 	(r)	(additional information) such other information as: 

  

	 	(i)	is required by this Series Notice; 

  

	 	(ii)	the Trustee considers necessary or desirable; or 

  

	 	(iii)	the Trust Manager reasonably requires. 

  

	 	16.2	Asset register 

 The Trustee shall keep or cause to
be kept an asset register with respect to the Trust, in which shall be entered the Authorised Investments and other Assets of the Trust (other than Purchased Receivables and the related Receivable Rights) entered into the relevant asset register on
an individual basis. 
  

	 	16.3	Place of keeping Register, copies and access 

 The
Register shall be: 
  

	 	(a)	(place kept) kept at the Trustee’s principal office in Sydney or at such place as the Trustee and the Trust Manager may agree; 

  

	 	(b)	(access to Trust Manager and Auditor) open to the Trust Manager and the Auditor of the Trust to which it relates to inspect during normal business hours;


  

	 	(c)	(inspection by Registered Noteholders) open for inspection by a Registered Noteholder during normal business hours but only in respect of information relating to that
Registered Noteholder; and 

  

	 	(d)	(not for copying) not available to be copied by any person (other than the Trust Manager) except in compliance with such terms and conditions (if any) as the Trust Manager
and Trustee in their absolute discretion nominate from time to time. 

  

	 	16.4	Details on Register conclusive 

  

	 	(a)	(Reliance on Register) The Trustee shall be entitled to rely on the Register in clause 16.1 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 Register is inconsistent with any other document, matter or thing. 

  

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

  

	 	(c)	(Register not to be signed) The Trustee shall ensure that it does not sign or otherwise execute any entry in a Register. 

  



			
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	 	16.5	Closing of Register 

 The Trustee may: 

 

	 	(a)	without prior notice to any Noteholder close the Register in clause 16.1: 

  

	 	(i)	in relation to all Notes each period from the close of business (Sydney time) on the relevant Record Date preceding each Payment Date to close of business on that Payment Date; or


  

	 	(iii)	when required for the Auditor to conduct any audit in relation to the Trust; or 

  

	 	(b)	with prior notice to each Registered Noteholder, close the Register for other periods not exceeding 30 days (or, subject to the Corporations Act 2001 (Cth)) such other period
of time as agreed between the Trustee and the Trust Manager, with the approval of an Extraordinary Resolution of Registered Noteholders) in aggregate in any calendar year. 

  

	 	16.6	Alteration of details on Register 

 On the Trustee
being notified of any change of name or address or payment or other details of a Registered Noteholder by the Registered Noteholder, the Trustee shall alter the Register accordingly as soon as reasonably practicable (and in any event within 5
Business Days of receipt of that notice). 
  

	 	16.7	Certification of Register 

 If: 
  

	 	(a)	an entry is omitted from the Register; 

  

	 	(b)	an entry is made in the Register otherwise than in accordance with the Master Trust Deed or this Series Notice; 

  

	 	(c)	an entry wrongly exists in the Register; 

  

	 	(d)	there is an error, omission, misdescription or defect in any entry in the Register; or 

  


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

 the Trustee shall rectify the same upon becoming aware of it. 
  

	 	16.8	Correctness of Register 

 Neither the Trust Manager
nor the Trustee shall be liable for any mistake in the Register or in any purported copy except to the extent that the mistake is attributable to its fraud, negligence or Wilful Default (in the case of the Trustee) or wilful default (in the case of
the Trust Manager). 
  

	 	16.9	Trust Manager must provide information 

 The Trust
Manager must provide the Trustee and any person appointed in accordance with clause 16.10 with such information as the Trustee may reasonably require to maintain the Register. 
  

	 	16.10	Third party registrar 

 The Trustee may cause the
Register to be maintained by a third party on its behalf and require that person to discharge the Trustee’s obligations under the Master Trust Deed and this Series Notice in relation to the Register. 
  



			
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	 	17.	DETERMINATIONS BY NOTEHOLDERS 

  

	 	17.1	Offshore Noteholders 

  

	 	(a)	Any proposal requiring the consent of Offshore Noteholders (or any Class of Offshore Noteholders) will be determined in accordance with the Note Trust Deed.


  

	 	(b)	The provisions of this clause 17, other than this clause 17.1, shall not apply to Offshore Noteholders or Offshore Notes. 

  

	 	17.2	Convening of meetings by Trustee and Trust Manager 

  

	 	(a)	The Trustee or the Trust Manager may at any time convene a meeting of the Registered Noteholders or Class of Registered Noteholders. 

  

	 	(b)	Registered Noteholders or a Class of Registered Noteholders holding in aggregate not less than 20% of the Invested Amounts of all Registered Notes or in that Class, may at any time
convene a meeting of the Registered Noteholders or Class, as the case may be. 

  

	 	17.3	Notice of meetings 

  

	 	(a)	(Period of notice) Subject to clause 17.3(b) at least 7 days’ notice (inclusive of the day on which the notice is given and of the day on which the meeting is held) of a
meeting of all Registered Noteholders or Class of Registered Noteholders shall be given to the relevant Registered Noteholders of the Trust. 

  

	 	(b)	(Short notice) Notwithstanding clause 17.3(a), if it is so agreed by a majority in number of the Registered Noteholders or the Class (as the case may be) having the right to
attend and vote at the meeting, being a majority that together hold at least 95% of the then outstanding Registered Notes or the Class, a resolution may be proposed and passed at a meeting of which less than 7 days’ notice has been given.


  

	 	(c)	(Failure to give notice) The accidental omission to give notice to or the non-receipt of notice by any Registered Noteholder shall not invalidate the proceedings at any
meeting. 

  

	 	(d)	(Copies) A copy of a notice convening a meeting shall be given by the Trustee or the Trust Manager convening the meeting to the other, and also to the Beneficiary and the
Designated Rating Agencies. Failure to give such a notice in accordance with this clause shall invalidate the meeting unless the party who has not received the notice waives the invalidation. 

  

	 	(e)	(Method of giving notice) Notice of a meeting shall be given in the manner provided in this deed. 

  

	 	(f)	(Contents of a notice) Notice of a meeting of Registered Noteholders shall specify: 

  

	 	(i)	(time etc) the day, time and place of the proposed meeting; 

  

	 	(ii)	(agenda) the agenda of the business to be transacted at the meeting; 

  

	 	(iii)	(proposed resolution) the terms of any proposed resolution; 

  

	 	(iv)	(closing of Register) that the persons appointed to maintain the relevant Register for the purpose of determining those entitled to attend may not register any Note Transfer
relating to Registered Notes in the period of 2 Business Days prior to the meeting; 

  



			
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	 	(v)	(appointment of proxies) that appointments of proxies must be lodged no later than 24 hours prior to the time fixed for the meeting; and 

  

	 	(iii)	(additional information) such additional information as the person giving the notice thinks fit. 

  

	 	17.4	Chairman 

 The Trustee may nominate a person to be
chairman of a meeting which has been convened by the Trustee or the Trust Manager. The chairman need not be a Registered Noteholder and may be a representative of the Trustee. If such a person is not present or is present but unwilling to act, then
the Registered Noteholders present may choose a Noteholder to be the chairman. 
  

	 	17.5	Quorum 

 At any meeting any two or more persons
present in person being Registered Noteholders holding, or Representatives holding or representing, in the aggregate not less than 75% of the Invested Amounts of all Registered Notes or constituting the Class (as the case may be) and then
outstanding shall form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum is present at the commencement of business. 
  

	 	17.6	Adjournment 

  

	 	(a)	(Quorum not present) If within 15 minutes from the time appointed for any meeting a quorum is not present, the meeting shall stand adjourned (unless the Trustee agrees that
it be dissolved) for such period, not being less than 7 days nor more than 42 days, as may be appointed by the chairman. At such adjourned meeting two or more persons present in person being Registered Noteholders holding, or being Representatives
holding or representing, in the aggregate not less than 50% of the Invested Amounts of all Registered Notes or constituting the Class (as the case may be) and then outstanding (whatever the Registered Notes so held or represented) shall form a
quorum and shall have the power to pass any resolution and to decide on all matters which could properly have been dealt with at the meetings from which the adjournment took place had a quorum been present at such meeting. 


 

	 	(b)	(Adjournment of meeting) The chairman may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no
business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. 

  

	 	(c)	(Notice of adjourned meeting) At least 5 days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for the original meeting and
such notice shall state the quorum required at such adjourned meeting. It shall not, however, otherwise be necessary to give any notice of an adjourned meeting. 

  

	 	17.7	Voting procedure 

  

	 	(a)	(Show of hands) Every resolution submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairman shall both
on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as a Registered Noteholder or as a Representative. 

  



			
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	 	(b)	(Declaration) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairman that a resolution has
been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.


  

	 	(c)	(Poll) If at any meeting a poll is demanded by the chairman, the Trustee or the Trust Manager or by one or more persons being Registered Noteholders holding, or being
Representatives holding or representing, in aggregate not less than 2% of the Registered Notes or constituting the Class (as the case may be) and then outstanding, it shall be taken in such manner and (subject to this clause) either at once or after
such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the
continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. 

  

	 	(d)	(No adjournment) Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.


  

	 	(e)	(Votes) Subject to clause 17.7(a), at any meeting: 

  

	 	(i)	on a show of hands, every person present being a Registered Noteholder holding, or being a Representative holding or representing, then outstanding Registered Notes shall have one
vote; and 

  

	 	(ii)	on a poll, every person present shall have one vote for each Registered Note then outstanding that he or she holds or in respect of which he or she is a Representative as stated in
the relevant Register at the date the notices are dispatched to Registered Noteholders for the meeting. 

 Any person entitled
to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled in the same way. 
  

	 	17.8	Right to attend and speak 

 The Trustee, the Trust
Manager and the relevant Beneficiary (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the Registered Noteholders or any Class (as the case may be).
No person shall otherwise be entitled to attend or vote at any meeting of the Registered Noteholders or any Class (as the case may be) unless he or she holds outstanding Registered Notes or is a Representative holding or representing such Registered
Notes. 
  

	 	17.9	Appointment of proxies 

  

	 	(a)	 (Requirements) Each instrument appointing a proxy shall be in writing and, together (if so required by the Trustee) with proof satisfactory to the Trustee of
its due execution, shall be deposited at the registered office of the Trustee or at such other place as the Trustee shall designate or approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the
named proxy proposes to vote and in default, the instrument or proxy shall be treated as invalid unless the chairman of the meeting 



  



			
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decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy proof (if applicable) of due execution shall if
required by the Trustee be produced by the proxy at the meeting or adjourned meeting but the Trustee shall not be obliged to investigate or be concerned with the validity of, or the authority of, the proxy named in any such instrument. Any person
may act as a proxy whether or not that person is a Registered Noteholder. 


  

	 	(b)	(Proxy remains valid) Any vote given in accordance with the terms of an instrument of proxy conforming with clause 17.9(a) shall be valid notwithstanding the previous death
or insanity of the principal, revocation or amendment of the proxy or of any of the Registered Noteholder’s instructions under which it was executed, so long as no intimation in writing of such death, insanity, revocation or amendment is
received by the Trustee at its registered office or by the chairman of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the proxy is used. 

  

	 	17.10	  Corporate representatives 

 A person
authorised under section 250D of the Corporations Act by a Registered Noteholder being a body corporate to act for it at any meeting shall, in accordance with his or her authority until his or her authority is revoked by the body corporate
concerned, be entitled to exercise the same powers on behalf of that body corporate as that body corporate could exercise if it were an individual Registered Noteholder and shall be entitled to produce evidence of his or her authority to act at any
time before the time appointed for the holding of or at the meeting or adjourned meeting or for the taking of a poll at which he proposes to vote. 
  

	 	17.11	  Rights of Representatives 

 A
Representative of a Registered Noteholder shall have the right to demand or join in demanding a poll and shall (except and to the extent to which the Representative is specially directed to vote for or against any proposal) have power generally to
act at a meeting for the Registered Noteholder. The Trustee, the Trust Manager and any officer of the Trustee and the Trust Manager may be appointed a Representative. 
  

	 	17.12	  Powers of a meeting of Registered Noteholders 

  

	 	(a)	(Powers) Subject to the Security Trust Deed, a meeting of the Registered Noteholders shall, without prejudice to any rights or powers conferred on other persons by the
Transaction Documents, only have power exercisable by Extraordinary Resolution: 

  

	 	(i)	to sanction any action that the Trustee, the Trust Manager or the relevant Servicer proposes to take to enforce the provisions of any Transaction Document; 


 

	 	(ii)	to sanction any proposal by the Trust Manager, the Trustee or the relevant Servicer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the
rights of the Registered Noteholders against the Trustee, the Trust Manager, an Approved Seller or the relevant Servicer whether such rights arise under any Transaction Document or otherwise; 

  

	 	(iii)	to sanction the exchange or substitution of Registered Notes for or the conversion of Registered Notes into, other obligations or securities of the Trustee or any other body
corporate formed or to be formed; 

  



			
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	 	(iv)	under clause 36.2 of the Master Trust Deed, to consent to any alteration, addition or modification of any Transaction Document which shall be proposed by the Trustee or the Trust
Manager; 

  

	 	(v)	to discharge or exonerate the Trustee, the Trust Manager, an Approved Seller or the relevant Servicer from any liability in respect of any act or omission for which it may become
responsible under any Transaction Document; 

  

	 	(vi)	to authorise the Trustee, the Trust Manager, the relevant Servicer or any other person to concur in and execute and do all such documents, acts and things as may be necessary to
carry out and give effect to any Extraordinary Resolution; and 

  

	 	(vii)	to exercise any other power expressly granted under a Series Notice. 

  

	 	(b)	(No power) A meeting of the Registered Noteholders shall not have power to, nor shall any resolution submitted to the meeting propose or have the effect of:


  

	 	(i)	removing the Servicer or the Trust Manager from office; 

  

	 	(ii)	interfering with the management of the Trust; 

  

	 	(iii)	winding up or terminating the Trust (except as contemplated by clause 17.12(a)(vii)); 

  

	 	(iv)	altering the Authorised Investments of the Trust; 

  

	 	(v)	amending any Transaction Document (except as contemplated by clause 17.12(a)); or 

  

	 	(vi)	altering the Coupon Payment Dates, Principal Payment Dates, Coupons, Principal Entitlements or the other terms of the Series Notice (subject to clause 17.12(a)(iii)).


  

	 	17.13	  Extraordinary Resolution binding on Registered Noteholders 

 An Extraordinary Resolution passed at a meeting of the Registered Noteholders or of any Class duly convened and held in accordance with this deed shall be binding on all the Registered Noteholders or of the Class
whether or not present at such meeting. Each of the Registered Noteholders or of the Class (as the case may be), the Trustee and the Trust Manager shall be bound to give effect to that resolution accordingly. 
  

	 	17.14	  Minutes and records 

 Minutes of all
resolutions and proceedings at every meeting of the Registered Noteholders of a Trust or any Class (as the case may be) shall be made and duly entered in the books to be from time to time provided for that purpose by the Trustee and any such minutes
purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of the Registered Noteholders or of the Class (as the case may be) shall be
conclusive evidence of those matters and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed shall be deemed to have been duly convened and held and all resolutions passed or
proceedings transacted at such meeting to have been duly passed and transacted. 
  



			
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	 	17.15	  Written resolutions 

 Notwithstanding
the preceding provisions of this clause 17, a resolution of the Registered Noteholders or of any Class (including an Extraordinary Resolution) may be passed, without any meeting or previous notice being required, by an instrument or instruments in
writing which has or have: 
  

	 	(a)	in the case of a resolution (including an Extraordinary Resolution) of the Registered Noteholders or of any Class, been signed by all Registered Noteholders or the Class (as the
case may be); and 

  

	 	(b)	any such instrument shall be effective on presentation to the Trustee for entry in the records referred to in clause 17.14. 

  

	 	17.16	  Further procedures for meetings 

 Subject to all other provisions contained in this deed, the Trustee may without the consent of the Registered Noteholders or any Class prescribe such further regulations regarding the holding of meetings of the Registered Noteholders or any
Class of Registered Noteholders and attendance and voting at such meetings as the Trustee may with the agreement of the Trust Manager determine including particularly (but without prejudice to the generality of the above) such regulations and
requirements as the Trustee thinks reasonable: 
  

	 	(a)	(entitlement to vote) so as to satisfy itself that persons who purport to attend or vote at any meeting of the Registered Noteholders or any Class of Registered Noteholders
are entitled to do so in accordance with this deed; and 

  

	 	(b)	(forms of Representative) as to the form of appointment of a Representative, 

 but the Trustee may not decrease the percentage of Registered Noteholders required to pass an Extraordinary Resolution or an ordinary resolution. 
 CLAUSE 18.3 - NOTE ISSUANCE 
 For the purpose of clause 18.3(a) of the Master Trust Deed (but subject
to the conditions contained in clause 18.3 of the Master Trust Deed), the Trust Manager has the following additional express powers: 
  

	 	(a)	to negotiate with any Lead Manager and any Manager in relation to the issue of relevant Notes; 

  

	 	(b)	to invite bids from any Lead Manager or Manager for relevant Notes on behalf of the Trustee; and 

  

	 	(c)	to accept any such bid on behalf of the Trustee. 

 CLAUSE 18.9 -
ACCOUNTING FOR MONEYS RECEIVED 
 For the purposes of clause 18.9(a) of the Master Trust Deed, the Trust Manager will pay to the Trustee,
within 5 Business Days of receipt, all moneys coming into its hands belonging to the Trust or payable to the Trust. 
 CLAUSE 18.10 - REUTERS

 The Trust Manager will, on or promptly after each Notice Date, prepare and arrange for the publication on Reuters Screen page WST/SEC16
to WST/SEC17 (or another similar electronic reporting service, in the case of any Offshore Notes approved by the Note Trustee and notified to the relevant Offshore Noteholders) of summary pool performance data for that Trust in a format similar


  



			
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to that used by other mortgage-backed securities or asset-backed securities (as the case may be) in the Australian market in relation to the Registered
Notes, and in the London market in relation to the relevant Offshore Notes. In the case of each Offshore Note, this includes: 
  

	 	(a)	details of the Offshore Note (including the then Stated Amount, Coupon Rate, relevant Coupon, the relevant Payment Date, the Initial Invested Amount and the then Invested Amount of
the Offshore Note or relevant Class of Offshore Notes, as the case may be); 

  

	 	(b)	the Class A1 Bond Factor, Class A2a Bond Factor or Class A2b Bond Factor (as the case may be); and 

  

	 	(c)	statistics relating to Arrears on Purchased Receivables. 

 CLAUSE 21.2

 For the purposes of clause 21.2 of the Master Trust Deed, the following new paragraphs (v) to (z) are inserted and the
existing paragraph (v) becomes paragraph (aa). 
  

	 	(v)	(clearing systems) to lodge Notes, or arrange for Notes to be lodged, with all or any of DTC, or a depositary for DTC, Euroclear, Clearstream Luxembourg, or a depository for
Euroclear and/ or Clearstream Luxembourg; 

  

	 	(w)	(currency conversion) convert currencies on such terms and conditions as the Trust Manager thinks fit and that are acceptable to the Trustee acting reasonably;


  

	 	(x)	(stock exchange) list and maintain the listing of the Notes on any stock exchange; 

  

	 	(y)	(Note Trustee) appoint a note trustee in respect of a relevant Trust; 

  

	 	(z)	(Paying Agents) appoint paying agents in respect of a relevant Trust; and” 

 CLAUSE 24.2 - Income of the Trust 
 For the purposes of this Trust clause 24.2 of the Master Trust Deed is deleted and
a new clause 24.2 inserted as follows: 
 For each Financial Year in respect of a Trust the Manager will ascertain the following on
behalf of the Trustee: 
  

	 	(a)	the net income of that Trust in accordance with section 95(1) of the Taxation Act (the Tax Income); and 

  

	 	(b)	the income of that Trust in accordance with the laws applicable to the administration of that Trust (the Trust Income). 

 In calculating the Trust Income, the Manager shall: 
  

	 	(a)	if no determination has been made under paragraph (b) below, recognise interest income, interest expense, swap payments and swap receipts on an accruals basis and recognise
other items of income and expense on either an accruals basis or a cash basis, in each case disregarding unrealised gains and losses; 

  

	 	(b)	if the Manager and the Trustee so determine in writing, apply such accounting policies as the Manager and the Trustee agree provided that such policies, if applied, would not lead
to the downgrade or withdrawal of the rating of any of the Notes or cause a breach of any reporting requirements of the United States Securities and Exchange Commission or the ASX, or any other registered stock exchange on which any of the Notes are
listed). 

  



			
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 CLAUSE 24.11 - Outgoing Trustee to retain lien 
 For the purposes of clause 24.11 of the Master Trust Deed, the term “24.8(c)” in line two is replaced with “24.9(c)”. 
 CLAUSE 29.2 - Location and inspection of books 
 For
the purposes of clause 29.2 of the Master Trust Deed, the words “the Note Trustee,” are inserted immediately after the words “and shall be open to the inspection of”. 
 CLAUSE 29.3 - Accounts to be kept in accordance with Approved Accounting Standards 
 For the purposes
of this Trust, clause 29.3 of the Master Trust Deed is deleted and a new clause 29.3 inserted as follows: 
  

	 	“29.3	  Manner in which Accounts to be kept 

 The accounting records of each Trust shall be maintained in a manner which reflects the Trust Income determined under clause 30.2 and which will enable the Accounts of the Trust to be prepared and audited in accordance with the Transaction
Documents.” 
 CLAUSE 30 - Payment 
 For the purposes of this Trust, clause 30 of the Master Trust Deed is deleted and a new clause 30 inserted as follows: 
  

	 	“30.	Payments 

  

	 	30.1	Cashflow Allocation Methodology 

 Collections in
relation to a Trust and other amounts credited to the Collection Account for that Trust will be allocated by the Trust Manager on behalf of the Trustee, and paid by the Trustee, as directed by the Trust Manager, in accordance with the Series Notice
for that Trust. 
  

	 	30.2	Income of the Trust 

 For each Financial Year in
respect of a Trust, the Trust Manager will ascertain the following on behalf of the Trustee: 
  

	 	(a)	the net income of that Trust in accordance with section 95(1) of the Taxation Act (the Tax Income); and 

  

	 	(b)	the income of that Trust in accordance with the laws applicable to the administration of that Trust (the Trust Income). 

 In calculating the Trust Income, the Trust Manager shall: 
  

	 	(i)	if no determination has been made under paragraph (ii) below, recognise interest income, interest expense, swap payments and swap receipts on a daily accruals basis and
recognise other items of income and expense on a cash basis, in each case disregarding unrealised gains and losses; 

  

	 	(ii)	if the Trust Manager and the Trustee so determine in writing, apply such accounting policies as the Trust Manager and the Trustee agree provided that such policies, if applied,
would not lead to the downgrade or withdrawal of the rating of any of the Notes or cause a breach of any reporting requirements of the Securities and Exchange Commission. 

  



			
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	 	30.3	Income Entitlement 

 Notwithstanding anything to the
contrary contained in this deed, but subject to clause 30.4: 
  

	 	(a)	(Present entitlement) the Residual Income Beneficiaries shall, as at the end of each Financial Year for that Trust, have an absolute vested interest in, and be presently
entitled to, the income of that Trust; and 

  

	 	(b)	(Application of income) unless the Trustee otherwise determines, having regard to any relevant taxation or other implications for the Trustee (disregarding for these purposes
any possible operation of clause 30.4) or both for any Financial Year for that Trust, for the purposes of paying, applying, distributing, setting aside or allocating any income for the benefit of the Residual Income Beneficiaries in accordance
with the terms of this deed in respect of that Financial Year, the income that is to be so paid, applied, distributed, set aside or allocated shall be whichever is the greater of the Tax Income or the Trust Income for that Financial Year.


  

	 	30.4	Distribution of excess Tax Income 

 For the
avoidance of doubt, in the event that the Tax Income exceeds the income of the Trust for the purposes of clause 30.3(a) for a Trust in any Financial Year for that Trust then, notwithstanding anything to the contrary in this deed, provided there is
an amount to which clause 30.3(a) applies, the Trust Manager must direct the Trustee to, and the Trustee shall, so far as possible, ensure that such excess is allocated to the Residual Income Beneficiaries of that Trust for that Financial Year and
shall take such action as is necessary to give effect to this clause. 
  

	 	30.5	Payments to Beneficiaries 

  

	 	(a)	(Distributable income due as at close of Financial Year) The income of a Trust for a Financial Year (to the extent not previously distributed) shall, subject to clause 30.7,
constitute a debt due as at the end of that Financial Year by the Trustee as trustee of the Trust to each Residual Income Beneficiary of that Trust who is entitled to the income under clause 30.3(a) and shall, subject to clause 30.7, be payable
under clause 30.5(b). 

  

	 	(b)	(Payment) Subject to clause 30.7, the Trustee may make interim distributions of the income of a Trust to the relevant Residual Income Beneficiary in accordance with the terms
of the Series Notice for that Trust and shall as soon as practicable after the end of a Financial Year transfer an amount representing the income of that Trust (to the extent not previously distributed) from the central bank account of that Trust to
the bank accounts of each Residual Income Beneficiary of that Trust as directed by the relevant Beneficiary. 

  

	 	(c)	(Residual capital) On the termination of a Trust, the surplus capital of that Trust remaining after satisfaction by the Trustee of all its obligations in respect of that
Trust shall be paid to the Residual Income Beneficiaries of that Trust in accordance with the terms of the Series Notice for that Trust. 

  



			
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	 	30.6	Application of Trust income 

  

	 	(a)	If by the last day of any Financial Year for a Trust (the Last Day) the Trustee has not effectively dealt with the whole of the income of that Trust for that Financial Year
by paying, applying or distributing it, or by setting it aside, then the income not so paid, applied, distributed or set aside shall be deemed to have been irrevocably applied and set aside on the Last Day by the Trustee on behalf of, and shall be
held by the Trustee on and from the Last Day upon trust absolutely for, the Residual Income Beneficiaries of that Trust in accordance with their entitlement to income under this deed (including, for these purposes, the allocation of excess Tax
Income (if any) pursuant to clause 30.4). 

  

	 	(b)	If the Trustee fails to effectively allocate any excess to the Residual Income Beneficiaries in accordance with clause 30.4, then such excess shall vest or be deemed to be
vested in those Residual Income Beneficiaries. 

  

	 	(c)	For the purposes of this clause 30.6 references to income of that Trust for any Financial Year shall be to the greater of the Tax Income or the Trust Income for that Financial
Year. 

  

	 	30.7	Subordination of Residual Income Beneficiary Entitlements 

  

	 	(a)	No moneys may be paid out of a Trust during a Financial Year to Residual Income Beneficiaries under clause 30.5, whilst there is any amount due, but unpaid, which is in
accordance with clause 30.1 to be paid in priority to those amounts and before the Trustee is satisfied, after consulting with the Manager, that sufficient allowance has been made for those priority amounts in relation to that Trust, accruing during
that Financial Year. To the extent that there is an amount payable under clause 30.1 which is to be paid in priority to the amounts payable to the Residual Income Beneficiaries, those Residual Income Beneficiaries direct the Trustee to meet the
amount payable under clause 30.1 as an application of their entitlement to the income of that Trust. 

  

	 	(b)	Notwithstanding paragraph (a) of this clause, once an amount is paid out of a Trust to the Residual Income Beneficiaries during a Financial Year, that amount may not be
recovered from those Residual Income Beneficiaries for any reason or by any person except to the extent that the amount was paid in error or as otherwise required by the relevant Series Notice. 

  

	 	30.8	Insufficient moneys 

 If after the application of
the provisions of clauses 30.1 and 30.3 there is insufficient money available to the Trustee in respect of a Trust to pay the full amount due to Noteholders for that Trust, the deficiency shall, subject to the Series Notice for the Notes or any
Class of Notes issued in relation to that Trust, be borne by the Noteholders in the manner set out in the relevant Series Notice. 
  

	 	30.9	Trust Manager to ensure compliance by Trustee 

 Without limiting its other obligations under this deed, the Trust Manager, in exercising its powers and carrying out its duties in accordance with this deed, must, to the extent possible, ensure that the Trustee complies with its
obligations under clauses 30.3(b) and 30.4.” 
  



			
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 CLAUSE 32.1 
 For the purposes of clause 32.1(a) of the Master Trust Deed, delete the words “or, in the case of Westpac (in whatever capacity), the Bank of New South Wales Act 1850”. 
 For the purposes of clause 32.1(e)(i) of the Master Trust Deed, delete the words “its memorandum or articles of association or, in the case of
Westpac (in whatever capacity), the bank of New South Wales Act 1850” and replace with “its memorandum, articles of association or constitution”. 
 CLAUSE 33.14 
 For the purposes of clause 33.14 of the Master Trust Deed, insert a new paragraph (f) as follows:

  

	 	“(f)	(for acts of Note Registrar) for any act, omission or default of any Note Registrar appointed under the relevant Agency Agreement or Note Trust Deed, in relation to its duties and
obligations under the relevant Agency Agreement or Note Trust Deed, except where the Note Registrar is the Trustee.” 

 CLAUSE 34.2 -
NOTICES TO NOTEHOLDERS 
  

	 	(a)	A notice, request or other communication by the Trustee, the Trust Manager or a Servicer to Registered Noteholders shall be deemed to be duly given or made by:


  

	 	(i)	an advertisement placed on a Business Day in The Australian Financial Review (or other nationally distributed newspaper); or 

  

	 	(ii)	mail, postage prepaid, to the address of the Registered Noteholders as shown on the Register. Any notice so mailed shall be conclusively presumed to have been duly given whether or
not the Registered Noteholder actually receives the notice. 

  

	 	(b)	A notice, request or other communication by the Trustee, the Trust Manager, the Note Trustee or a Servicer to any Offshore Noteholders shall be deemed to be duly given or made if
given or made in accordance with the relevant Condition 12. 

 CLAUSE 35 - PAYMENTS GENERALLY 
 For the purpose of the Trust clause 35 is amended to read as follows: 
  

	 	35.1	Payments to Noteholders 

  

	 	(a)	Any payment made by or on behalf of the Trustee in respect of any Registered Note shall be made to the person whose name is, on the Record Date, entered in the Register as the
registered owner of the relevant Registered Note (or in the case of joint registered owners, to the person whose name first appears in the Register). 

  

	 	(b)	Any payment by or on behalf of the Trustee in respect of any Offshore Note shall be made in accordance with the Series Notice, the Note Trust Deed and the Agency Agreement.


  

	 	35.2	Payment Methods – Registered Notes 

 Any moneys
payable by the Trustee, the Trust Manager or the Servicer to a Registered Noteholder or to a Beneficiary under the Master Trust Deed and this Series Notice shall be paid by the Trustee in Sydney or if the Trustee elects may be paid by: 

 

	 	(a)	(cheque) crossed not negotiable cheque in favour of the Registered Noteholder or the Beneficiary (as the case may be) and despatched by post to the address of
the Registered Noteholder shown in the Register on the Record Date or to the address of the Beneficiary for the purposes of clause 34; 

  



			
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	 	(b)	(electronic transfer) electronic transfer through Austraclear; 

  

	 	(c)	(direct payment) by direct transfer to a designated account of the Registered Noteholder or the Beneficiary held with a bank or other financial institution in Australia; or


  

	 	(d)	(other agreed manner) any other manner specified by the Registered Noteholder or the Beneficiary (as the case may be) and agreed to by the Trust Manager and the Trustee.


  

	 	35.3	Payment to be made on Business Day 

 If any payment
is due under a Transaction Document on a day which is not a Business Day, the due date will be the next Business Day. 
  

	 	35.4	Payment good discharge 

  

	 	(a)	There is a full satisfaction of the moneys payable under a Registered Note, and a good discharge to the Trustee, the Trust Manager or the Servicer (as the case may be) in relation
to that Registered Note, when the cheque is despatched by post in accordance with clause 35.2(a) or, if not posted, delivered to the Registered Noteholder or as directed by the Registered Noteholder. None of the Trustee, the Trust Manager or the
Servicer shall be responsible for any moneys which are not credited to the bank account of a Registered Noteholder or a Beneficiary if the Trustee’s bank has been instructed to effect the direct transfer referred to in clause 35.2(c).


  

	 	(b)	There is a full satisfaction of the moneys payable under a Offshore Note, and a good discharge to the Trustee, the Trust Manager or the Servicer (as the case may be) in relation to
that Offshore Note, when so provided under the Note Trust Deed. 

  

	 	35.5	Trust Manager to arrange payments 

 The Trustee
will: 
  

	 	(a)	prepare or cause to be prepared all cheques which are to be issued to Registered Noteholders and to Beneficiaries and stamp the same as required by law; or 


 

	 	(b)	otherwise arrange payments under clause 35.20. 

 The
Trustee will sign (by autographical, mechanical or other means) cheques for despatch on the day on which they ought to be despatched. 
  

	 	35.6	Valid receipts 

 The receipt of the Trustee for any
moneys shall exonerate the person paying the same from all liability to make any further enquiry. Every such receipt shall as to the moneys paid or expressed to be received in such receipt, effectually discharge the person paying such moneys from
such liability or enquiry and from being concerned to see to the application or being answerable or accountable or any loss or misapplication of such moneys. 
  

	 	35.7	Taxation 

  

	 	(a)	(Net payments) Subject to this clause, payments in respect of the Notes shall be made free and clear of, and without deduction for, or by reference to, any present or future
Taxes of any Australian Jurisdiction unless required by law. 

  



			
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	 	(b)	(Interest Withholding Tax) 

  

	 	(i)	The Trustee or any person making payments on behalf of the Trustee will be obliged to deduct interest withholding tax imposed by the Commonwealth of Australia from payments of
interest in respect of the Registered Notes to non-residents of the Commonwealth of Australia not carrying on business in the Commonwealth of Australia at or through a permanent establishment and to residents of the Commonwealth of Australia
carrying on business at or through a permanent establishment outside the Commonwealth of Australia (Interest Withholding Tax) unless a certificate pursuant to Section 221YM of the Taxation Act is produced to the Trustee not later
than close of business on the tenth Business Day immediately preceding the relevant payment date. The Trustee, or any person making any payments on behalf of the Trustee, is entitled to deduct Interest Withholding Tax in relation to payments on any
Registered Notes. 

  

	 	(ii)	Payments on Offshore Notes by or on behalf of the Trustee will be made subject to deduction for any Interest Withholding Tax (as notified to the applicable Paying Agent by the
Trustee) and all other withholdings and deductions referred to in the relevant Condition 7 of the any Offshore Notes. 

  

	 	(iii)	In the event the Trustee or the person making payments on behalf of the Trustee (as the case may be) makes such payment after such withholding or deduction has been made, the
Trustee or the person making such payments on behalf of the Trustee (as the case may be) shall account to the relevant authorities for the amount so required to be withheld or deducted and neither the Trustee nor any person making payments on behalf
of the Trustee (as the case may be) will be obliged to make any additional payments to the relevant Noteholders in respect of that withholding or deduction. 

  

	 	(c)	The interest payments on the Notes will not be subject to TFN withholding as the Notes will not be “Part VA Investments”. 

  



			
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 ANNEXURE B 
 FORM OF ANNUAL SERVICER COMPLIANCE 
 OFFICER’S CERTIFICATE 
 The undersigned, a duly authorised representative of Westpac Banking Corporation, acting as Servicer (the “Servicer”), pursuant to the agreement between J.P.
Morgan Trust Australia Limited as Trustee, Westpac and Westpac Securitisation Management Pty Limited as Trust Manager, dated 12 March 2002, as amended, (the “Agreement”), certifies that: 
  

	 	1.	As of the date hereof, Westpac Banking Corporation is the Servicer of Series 2007-1G WST Trust (the Trust). 

  

	 	2.	A review of the activities of the Servicer during the calendar year ending 30 September,             
and its performance under the pooling and servicing agreement or similar agreements has been made under my supervision. 

  

	 	3.	Based on such review, to my knowledge and after making appropriate enquiries, the Servicer has fulfilled its obligations under the pooling and servicing agreements or similar
agreements relating to the Trust throughout the financial year ending 30 September             , except as may be set forth in paragraph 4 below. 

  

	 	4.	The following is a description of any exceptions to paragraph 3 above: 

 Capitalised terms used but not defined in this Officer’s Certificate have their respective meanings set forth in the Agreement, unless the context requires otherwise or unless otherwise defined in this
Officer’s Certificate. 
 IN WITNESS WHEREOF, the undersigned, has duly executed this Officer’s Certificate this
     day of             ,         . 
  



			
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 Schedule 2 
 Agency Agreement amendments 

 Agency Agreement 
 J.P. Morgan Trust Australia Limited 
 (Trustee) 
 Westpac Securitisation Management Pty Limited 
 (Trust Manager) 
 The Bank of New York 
 (Note Trustee) 
 The Bank of New York

 (Principal Paying Agent) 
 The Bank of New York, London Branch 
 (Calculation Agent) 
 The Bank of New York 
 (US$ Note Registrar) 
 The Bank of New York  
 (Class A2b Note
Registrar) 
  



			
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 Allens Arthur Robinson 
 Deutsche Bank Place 
 Corner Hunter and Phillip Streets 
 Sydney NSW 2000 
 Tel 61 2 9230 4000 
 Fax 61 2 9230 5333 
 www.aar.com.au 
 © Copyright Allens Arthur Robinson 2007 
  



			
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	 Date
	  	




  

 Table of Contents 
  

							
	 1.
	  	Definitions and Interpretation	  	3
				
		  	1.1	  	Definitions	  	3
		  	1.2	  	Definitions in Note Trust Deed	  	3
		  	1.3	  	Interpretation	  	3
		  	1.4	  	Document or agreement	  	4
		  	1.5	  	Knowledge of Note Trustee	  	4
		  	1.6	  	Transaction Document	  	4
		  	1.7	  	Trustee as trustee	  	4
		  	1.8	  	Note Trustee as note trustee	  	4
		  	1.9	  	Note Trustee liability	  	4
			
	 2.
	  	Appointment of Paying Agents	  	5
			
	 3.
	  	Payment	  	5
				
		  	3.1	  	Payment by Trustee	  	5
		  	3.2	  	Confirmation	  	6
		  	3.3	  	Payments by Paying Agents	  	6
		  	3.4	  	Method of Payment – Book Entry Notes	  	6
		  	3.5	  	Method of payment – Definitive Notes	  	6
		  	3.6	  	Late payment	  	6
		  	3.7	  	Notice of non-receipt	  	7
		  	3.8	  	Agency	  	7
		  	3.9	  	Reimbursement	  	7
		  	3.10	  	Method of payment	  	7
		  	3.11	  	No fee	  	8
			
	 4.
	  	Repayment	  	8
			
	 5.
	  	Appointment of the Calculation Agent as calculation agent	  	8
			
	 6.
	  	Duties of the Calculation Agent	  	9
			
	 7.
	  	Note Trustee	  	10
			
	 8.
	  	Early Redemption of Offshore Notes	  	11
			
	 9.
	  	Pro Rata Redemption and Cancellation Of Notes	  	11
			
	 10.
	  	Notices to Offshore Noteholders	  	12
			
	 11.
	  	Documents and Forms	  	12
			
	 12.
	  	Authentication	  	13
			
	 13.
	  	Indemnity	  	13
			
	 14.
	  	The Note Registers	  	15
				
		  	14.1	  	Appointment of the Note Registrars	  	15
		  	14.2	  	Details to be kept on a Note Register	  	15
		  	14.3	  	Payments of Principal and Interest	  	16
		  	14.4	  	Place of keeping Register, copies and access	  	16
		  	14.5	  	Details on a Note Register conclusive	  	16

  



			
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		  	14.6	  	Alteration of details on a Note Register	  	17
		  	14.7	  	Rectification of a Note Register	  	17
		  	14.8	  	Correctness of a Note Register	  	17
			
	 15.
	  	Changes of a Note Registrar	  	17
				
		  	15.1	  	Removal	  	17
		  	15.2	  	Resignation	  	17
		  	15.3	  	Limitation	  	17
			
	 16.
	  	General	  	18
				
		  	16.1	  	Communications to Offshore Noteholders	  	18
		  	16.2	  	Agency	  	18
		  	16.3	  	Identity	  	18
		  	16.4	  	No set-off	  	19
		  	16.5	  	Reliance	  	19
		  	16.6	  	Entitled to deal	  	19
		  	16.7	  	Consultation	  	19
		  	16.8	  	Duties	  	19
		  	16.9	  	Income Tax Returns	  	20
		  	16.10	  	Obligations of each Note Party	  	20
		  	16.11	  	European Union Tax Directive	  	20
		  	16.12	  	Know your customer	  	20
			
	 17.
	  	Changes in Paying Agents and Calculation Agent	  	20
				
		  	17.1	  	Removal	  	20
		  	17.2	  	Resignation	  	21
		  	17.3	  	Limitation	  	21
		  	17.4	  	Delivery of amounts	  	22
		  	17.5	  	Successor to Principal Paying Agent	  	22
		  	17.6	  	Successor to Calculation Agent	  	23
		  	17.7	  	Successor to a Note Registrar	  	23
		  	17.8	  	Notice to Offshore Noteholders	  	24
		  	17.9	  	Change in Paying Office or Specified Office	  	24
			
	 18.
	  	Fees and Expenses	  	25
			
	 19.
	  	Waivers, Remedies Cumulative	  	25
			
	 20.
	  	Severability of Provisions	  	26
			
	 21.
	  	Assignment	  	26
			
	 22.
	  	Notices	  	26
				
		  	22.1	  	General	  	26
		  	22.2	  	Details	  	27
		  	22.3	  	Communication through Principal Paying Agent	  	28
		  	22.4	  	Communication to The Bank of New York, Singapore Branch	  	29
			
	 23.
	  	Limited Recourse	  	29
				
		  	23.1	  	General	  	29
		  	23.2	  	Liability of Trustee limited to its right to indemnity	  	29
		  	23.3	  	Unrestricted remedies	  	30

  



			
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		  	23.4	  	Restricted remedies	  	30
		  	23.5	  	Liability of Note Trustee limited to its right to indemnity	  	30
			
	 24.
	  	Counterparts	  	31
			
	 25.
	  	Governing Law	  	31
			
	 26.
	  	Successor Trustee	  	31
			
	 27.
	  	Compliance with Regulation AB: Other “Servicing Function Participants”	  	31
				
		  	27.1	  	Intent of the Parties, Reasonableness	  	31
		  	27.2	  	Additional Representations and Warranties of Each Servicing Function Participant	  	32
		  	27.3	  	Information to be provided by Each Servicing Function Participant	  	32
		  	27.4	  	Report on Assessment of Compliance and Attestation	  	34
		  	27.5	  	Use of Subservicers and Subcontractors	  	Error! Bookmark not defined.
		  	27.6	  	Indemnification; Remedies	  	Error! Bookmark not defined.
		
	 Schedule 1
	  	39
			
		  	Servicing Criteria To Be Addressed In Assessment Of Compliance	  	39
		
	 Schedule 2
	  	1
			
		  	Form Of Annual Certification	  	1

  



			
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	Date	  	
		
	Parties	  	
		
	7.	  	J.P. Morgan Trust Australia Limited (ABN 49 050 294 052) of Level 4, 35 Clarence Street, Sydney NSW 2000 in its capacity as trustee of the Series 2007-1G WST Trust (the
Trustee);
		
	8.	  	Westpac Securitisation Management Pty Limited (ABN 73 081 709 211) incorporated in the Australian Capital Territory of Level 20, 275 Kent Street, Sydney, NSW, 2000 as
trust manager in relation to the Series 2007-1G WST Trust (the Trust Manager);
		
	9.	  	The Bank of New York of Level 21 West, 101 Barclay Street, New York NY 10286, USA, as principal paying agent for the Offshore 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, except where the context otherwise requires, the Principal Paying Agent and any additional
paying agent or paying agents are Paying Agents);
		
	10.	  	The Bank of New York of Level 21 West, 101 Barclay Street, New York NY 10286, USA as trustee for the Offshore 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);
		
	11.	  	The Bank of New York, London Branch of Level 40, 1 Canada Square, London E14 5AL, United Kingdom as calculation agent in relation to the Offshore Notes described below (the
Calculation Agent, which expression shall, whenever the context requires, include any successor calculation agent from time to time under this agreement); and
		
	12.	  	The Bank of New York of Level 21 West, 101 Barclay Street, New York NY 10286, USA, as note registrar for the US$ Notes (the US$ Note Registrar which expression shall,
wherever the context requires, include any successor note registrar from time to time under this agreement).
		
	13.	  	The Bank of New York of Level 21 West, 101 Barclay Street, New York NY 10286, USA as note registrar for the Class A2b Notes (the Class A2b 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 at the direction of the Trust Manager to issue

  



			
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		  	US$1,250,000,000 of Class A1 mortgage backed floating rate notes due 2038 (the Class A1 Notes), US$2,600,000,000 of Class A2a mortgage backed floating rate notes due 2038 (the
Class A2a Notes and, together with the Class A1 Notes, the US$ Notes), €600,000,000 of Class A2b mortgage backed floating rate notes due 2038 (the Class A2b Notes and together with the US$ Notes, the
Offshore Notes), A$1,250,000,000 Class A2c mortgage backed floating rate notes (Class A2c Notes) and A$120,000,000 Class B mortgage backed floating rate notes (Class B Notes) each due in
2038.
		
	     B      	  	The Offshore Notes will be represented initially by one or more Class A1 Book-Entry Notes, one or more Class A2a Book-Entry Notes and one or more Class A2b Book-Entry Notes (the Book-Entry
Notes).
		
	C	  	 The Offshore Notes, upon original issue, will be issued in the form of typewritten Book-Entry Notes representing the Book-Entry Notes. The Trustee
shall, on the date of this deed, deliver or arrange the delivery on its behalf of the Book-Entry Notes to the Principal Paying Agent. The Book-Entry Notes shall initially be registered on:
  
 (c)    in the case of the US$ Notes, the
US$ Note Register in the name of Cede & Co., as nominee of DTC as Clearing Agency, and no US$ Note Owner will receive a Definitive US$ Note representing such US$ Note Owner’s interest in any US$ Note, except as provided in the Note Trust
Deed; and
  
 (d)    in the
case of the Class A2b Notes, the Class A2b Note Register in the name of The Bank of New York Depository (Nominees) Limited, as nominee of Euroclear or Clearstream, Luxembourg as Clearing Agency, and no Class A2b Note Owner will receive a Definitive
Class A2b Note representing such Class A2b Note Owner’s interest in any Class A2b Note, except as provided in the Note Trust Deed.

		
	D	  	The Offshore Notes will be constituted by the Note Trust Deed, the Series Notice and the Master Trust Deed.
		
	E	  	The Offshore Notes will be secured on the terms of the Security Trust Deed.
		
	F	  	The Trustee wishes to appoint the Principal Paying Agent as principal paying agent in respect of the Offshore Notes and has entered into this agreement to provide for the terms and conditions of
that appointment.
		
	G	  	The Trustee wishes to appoint the Calculation Agent as its calculation agent in respect of the Offshore Notes and has entered into this agreement to provide for the terms and conditions of that
appointment.

 IT IS AGREED as follows. 
  



			
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	30.	Definitions and Interpretation 

  

	30.1	Definitions 

 The following definitions apply unless
the context requires otherwise. 
 EU Tax Directive means the European Union Council Directive 2003/48/EC on the taxation of
savings income which was adopted on 3 June 2003, or any law or regulation implementing or complying with, or introduced to conform with such directive. 
 Master Trust Deed means the Master Trust Deed for the WST Trusts dated 14 February 1997 between the Trustee as trustee and The Mortgage Company Pty Limited. 
 Note Party has the meaning given to that term in clause 16.2. 
 Notice of Creation of Trust means the Notice of Creation of Trust dated on or about 23 May 2007 issued under the Master Trust Deed in relation to the Trust. 
 Offshore Note Owner means a Class A1 Note Owner, a Class A2a Note Owner or a Class A2b Note Owner. 
 Paying Office means, in relation to a Paying Agent, the office of the Paying Agent specified in the relevant Offshore Notes or otherwise
under this agreement or the Note Trust Deed as the office at which payments in respect of the relevant Offshore 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
Series 2007-1G WST Trust established under the Notice of Creation of Trust, the Master Trust Deed and the Series Notice. 
  

	30.2	Definitions in Note Trust Deed 

 Words and
expressions which are defined in the Note Trust Deed (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. 
  

	30.3	Interpretation 

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

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

  

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

  



			
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	30.4	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. 
  

	30.5	Knowledge of Note Trustee 

 In relation to the trust
constituted by the Note Trust Deed, the Note Trustee will be considered to have knowledge or notice of or be aware of any matter or thing if the Note Trustee has knowledge, notice or awareness of that matter or thing by virtue of the actual notice
or awareness of the officers or employees of the Note Trustee who have day to day responsibility for the administration of duties of the Note Trustee. 
  

	30.6	Transaction Document 

 This agreement is a
Transaction Document for the purposes of the Master Trust Deed. 
  

	30.7	Trustee as trustee 

  

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

  

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

  

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

  

	 	(b)	The rights and obligations of the parties under this agreement relate only to the Series 2007-1G WST Trust, and do not relate to any other Trust (as defined in the Master Trust
Deed). 

  

	30.8	Note Trustee as note trustee 

 In this agreement,
except where provided to the contrary: 
  

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

  

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

  

	30.9	Note Trustee liability 

 Clause 14 of the Note Trust
Deed is incorporated into this Agreement as if set out in full, except that any reference to deed is replaced by a reference to agreement. 
  



			
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	31.	Appointment of Paying Agents 

  

	 	(a)	Subject to the terms of this agreement, the Trustee (and, for the purposes of clause 7 only, the Note Trustee) 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 Offshore 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 that 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. 

 It is acknowledged and agreed that: 
  

	 	(i)	subject to clause 7, each of the Principal Paying Agent and the other Paying Agents is the agent of the Trustee (and, for the purposes of clause 7 only, the Note Trustee) in
its capacity as trustee of the Trust (or the trust constituted by the Note Trust Deed, as the case may be) only; and 

  

	 	(ii)	despite anything else in this agreement, any other Transaction Document or at law, the Trustee (and for the purposes of clause 7 only, the Note Trustee) in its personal capacity is
not responsible for any negligent act or negligent omission, fraudulent act or fraudulent omission or any other act or omission which, had it been done or not done by the Trustee personally, would have amounted to a breach of trust by the Trustee
under any Transaction Document or at law, of the Principal Paying Agent or any other Paying Agent. 

  

	32.	Payment 

  

	32.1	Payment by Trustee 

  

	 	(a)	The Trustee shall, not later than 10.00 am (New York time) on each Payment Date in accordance with clause 3.10, and subject to the Transaction Documents and the relevant Conditions,
pay to or to the order of, or procure payment to or to the order of, the Principal Paying Agent the amount in immediately available US$ funds 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 the US$ Notes and the relevant Conditions. 

  

	 	(b)	The Trustee shall, not later than 10.00 am (London time) on each Payment Date in accordance with clause 3.10, and subject to the Transaction Documents and the relevant Conditions,
pay to or to the order of, or procure payment to or to the order of, the Principal Paying Agent the amount in immediately available Euro funds 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 the Class A2b Notes and the relevant Conditions. 

  



			
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	32.2	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 in writing of the amount of interest and principal payable in respect of any Offshore
Notes on the Payment Date following that Determination Date. The Trustee or 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. 
  

	32.3	Payments by Paying Agents 

 Subject to payment being
duly made as provided in clause 3.1 (or to 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 out of the funds they are
holding on behalf of the Trustee on each Payment Date the relevant amounts of principal and interest due in respect of the Offshore Notes in accordance with the Series Notice and the relevant Conditions. 
  

	32.4	Method of Payment – Book Entry Notes 

  

	 	(a)	The Principal Paying Agent shall cause all payments of principal or interest (as the case may be) due in respect of Offshore Notes represented by a Book-Entry 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 the case may be) as account holder with respect to that Book-Entry Note. 


 

	 	(b)	An annotation of the Principal Paying Agent, noting that a payment or payments has or have been made under this clause 3.4, shall be sufficient evidence of that payment or those
payments having been made unless the contrary is proved of the relevant payments having not been made. 

  

	32.5	Method of payment – Definitive Notes 

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

	32.6	Late payment 

  

	 	(a)	If any payment under clause 3.1 is made late but otherwise in accordance with the provisions of this agreement, each Paying Agent shall make payments required to be made by it in
respect of the Offshore Notes as provided in this clause 3, except that payments made after 1.00pm (New York time) in relation to US$ Notes, or 1.00pm (London time) in relation to Class A2b Notes, will be taken to be made on the Business Day
immediately following the relevant Payment Date. However, unless and until the full amount of any payment in respect of the Offshore 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 except to the extent that non-payment is caused by fraud, wilful misconduct, negligence or bad faith on the part of that Paying Agent or of any of its
directors, officers, employees or servants. 

  



			
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	 	(b)	If the Principal Paying Agent has not received on a Payment Date the full amount of principal and interest then payable on any Offshore 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 in writing the other Paying Agents (if any), the Trustee, the Note Trustee, the Security Trustee and the Trust Manager; and


  

	 	(ii)	as soon as practicable after such full receipt give due notice, in accordance with the relevant Condition 12, to Offshore Noteholders that it has received the full amount.


  

	32.7	Notice of non-receipt 

 The Principal Paying Agent
shall immediately notify in writing by facsimile the other Paying Agents (if any), the Note Trustee, the Trustee, the Security Trustee, the Currency Swap Providers 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 any Offshore Notes is not unconditionally received by it or to its order in accordance with this agreement. 
  

	32.8	Agency 

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

	32.9	Reimbursement 

 The Principal Paying Agent shall
(provided that it has received cleared funds from 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 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. 
  

	32.10 Method	of payment 

  

	 	(a)	All sums payable by the Trustee to the Principal Paying Agent under this agreement shall, unless otherwise provided and subject to the relevant Currency Swap, be paid by the
relevant Currency Swap Provider on behalf of the Trustee in US$ (in the case of the US$ Notes or US$ Noteholders) or Euros (in the case of the Class A2b Notes or Class A2b Noteholders) to the account with the bank as the Principal Paying Agent may
from time to time notify in writing to the Trustee and the Note Trustee. Those sums shall be held by the Principal Paying Agent as agent for the Offshore Noteholders for payment to the Offshore Noteholders and: 

  

	 	(i)	failing that payment within the designated periods of prescription specified in the relevant Condition 8; or 

  



			
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	 	(ii)	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 full in accordance with clause 4 to the Trustee all liabilities of the Principal Paying Agent with respect to those moneys shall cease. The Trustee may, promptly after each Payment Date, request confirmation from the Principal Paying Agent that
the Principal Paying Agent has paid the relevant amount to the relevant 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 separate account referred to in paragraph (a) and it need not
segregate such sums from other amounts held by it. 

  

	 	(c)	The payment by the Trustee of its A$ payment obligations on each Payment Date under the Series Notice and the relevant Conditions to the relevant Currency Swap Provider shall be a
good discharge to the Trustee. 

  

	 	(d)	The Trustee shall not be liable for any act or omission or default of a Currency Swap Provider or any Paying Agents under this Agreement. 

  

	32.11 No	fee 

 Subject to clause 18, no Paying Agent will
charge any commission or fee in relation to any payment under this agreement to the person receiving or entitled to receive the payment. 
  

	33.	Repayment 

  

	 	(a)	Immediately on any entitlement to receive principal or interest under any Offshore Note becoming void under the relevant Conditions, the Principal Paying Agent shall repay to the
Trustee the amount paid to the Principal Paying Agent by or on behalf of the Trustee which would have been due in respect of that principal or interest if it had been paid before the entitlement became void, together with any fees applicable to that
payment or entitlement (pro rated as to the amount and time) to the extent already paid under clause 18. 

  

	 	(b)	Despite paragraph (a), the Principal Paying Agent shall not be obliged to make any repayment to the Trustee so long as any fees and expenses 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. 

  

	34.	Appointment of the Calculation Agent as calculation agent 

  

	 	(a)	The Trustee, acting on the direction of the Trust Manager (and, for the purposes of clause 7 only, the Note Trustee) appoints the Calculation Agent as its calculation agent in
respect of the Offshore Notes upon the terms and conditions set forth in this agreement and the Calculation Agent accepts that appointment. 

  



			
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	 	(b)	It is acknowledged and agreed that: 

  

	 	(i)	the Calculation Agent is the agent of the Trustee (and, for the purposes of clause 7 only, the Note Trustee) in its capacity as trustee of the Trust (or Note Trustee, as the
case may be) only, and 


	 	(ii)	despite anything else in this agreement, any other Transaction Document or at law, the Trustee (and, for the purposes of clause 7 only, the Note Trustee) in its personal
capacity is not responsible for any negligent act or negligent omission, fraudulent act or fraudulent omission or any other act or omission of the Calculation Agent which, had it been done or not done by the Trustee (and, for the purposes of
clause 7 only, the Note Trustee) personally, would have amounted to a breach of trust by the Trustee (and, for the purposes of clause 7 only, the Note Trustee) under any Transaction Document or under general principles of law.


  

	35.	Duties of the Calculation Agent 

  

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

  

	 	(i)	perform such duties at its Specified Office in London 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 Three Month LIBOR for each Coupon Period for the Class A1 Notes and the Class A2a Notes and EURIBOR for each Coupon Period for the Class A2b Notes, and calculate the
relevant Coupon and the Coupon Rate on the relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with the relevant Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the
Calculation Agent) that the Three Month LIBOR or EURIBOR (as the case may be) determined under this agreement is the same as the Three Month LIBOR or EURIBOR (as the case may be) determined by the relevant Currency Swap Provider under the relevant
Currency Swap; and 

  

	 	(iii)	notify the Trustee, the Trust Manager, the Note Trustee and the Paying Agents by telex or facsimile transmission on or as soon as possible after the first day of that Coupon Period,
of each Coupon Rate and each Coupon so determined by it in relation to that Coupon Period, specifying to the Trustee the rates upon which they are based and (where relevant) the names of the banks quoting those rates. 

  

	 	(b)	Each Coupon and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without
notice to the relevant Offshore Noteholders in the event of a shortening of the relevant Coupon Period. 

  



			
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	36.	Note Trustee 

  

	 	(a)	At any time after an Event of Default in respect of any Offshore Notes has occurred, or at any time after Definitive Notes have not been issued when so required in accordance with
the relevant Conditions, the Note Trustee may: 

  

	 	(i)	by notice in writing to the Trustee, the Trust Manager, the Principal Paying Agent, the other Paying Agents, each Note Registrar, and the Calculation Agent require the Principal
Paying Agent, the other Paying Agents, each Note Registrar and the Calculation Agent either: 

  

							
		 	(A)	 	(1)	 	to act as Principal Paying Agent and Paying Agents, Note Registrar 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 Note Trustee under the terms of the Note Trust Deed; and

  

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

  

	 	(B)	to deliver up all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes, to the Note Trustee or as the Note Trustee shall direct in
that notice, other than any documents or records which the relevant Paying Agent, Note Registrar or Calculation Agent is obliged not to release by any law or regulation; and 

  

	 	(ii)	by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Notes 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. 

  

	 	(b)	The 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
(a) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the Note Trustee under paragraph (a).


  

	 	(c)	The Note Trustee shall forthwith give written notice to the Trust Manager, the Trustee, the Security Trustee, the Calculation Agent, each Note Registrar and the Principal Paying
Agent of any change in the Authorised Signatories of the Note Trustee. 

  

	 	(d)	If the Calculation Agent at any time for any reason does not determine the Coupon Rate or calculate the Coupon for an Offshore 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 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 shall deem fair and reasonable in all the circumstances. 

  



			
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	37.	Early Redemption of Offshore Notes 

  

	 	(a)	If the Trustee intends to redeem the Offshore Notes of a Class prior to their Maturity Date pursuant to the relevant Condition 5.13 (which it may only do at the direction of the
Trust Manager), the Trust Manager shall give not less than 5 days’ prior written notice to the Principal Paying Agent, the Note Trustee and the relevant Offshore Noteholders in accordance with the relevant Condition 5.13 and stating the date on
which such Offshore Notes are to be redeemed. 

  

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

  

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

  

	 	(A)	the aggregate Invested Amount of the relevant Offshore Notes of the Class to be redeemed; 

  

	 	(B)	the amount of principal to be repaid in relation to those Offshore Notes; and 

  

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

  

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


  

	38.	Pro Rata Redemption and Cancellation Of Notes 

  

	 	(a)	If the Trustee is required to redeem some (but not all) of a Class of Offshore Notes prior to their Maturity Date pursuant to the relevant Condition 5.1 the Trust Manager shall on
each Determination Date give prior written notice to the Calculation Agent, the Principal Paying Agent, each Note Registrar 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 the relevant Common Depository of the proposed redemption, specifying in each case the aggregate
Invested Amount of the Offshore Notes to be redeemed and the date on which such Offshore Notes are to be redeemed. 

  

	 	(c)	The Trust Manager shall, on (or as soon as practicable after) each Determination Date in respect of the Offshore Notes, calculate: 

  

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

  

	 	(ii)	the Invested Amount of each Offshore Note on the first day of the next following Coupon Period after deducting any principal due to be made on the next Payment Date; and


  

	 	(iii)	the Bond Factor for each Class of Offshore Notes as of the Notice Date, 

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



			
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	 	(d)	The Trust Manager will immediately cause details of each determination under paragraph (c) to be published in accordance with Condition 12 by the Notice Date immediately
preceding the relevant Payment Date. 

  

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

  

	 	(f)	If any Offshore 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 Book-Entry
Notes are still outstanding in relation to those Offshore Notes, cause each Note Registrar to record all relevant details in the relevant Note Registrar. The Principal Paying Agent shall, if requested in writing, as soon as possible furnish to each
of the Trustee and the Note Trustee a statement in writing setting out the aggregate Invested Amount and Stated Amount of Offshore Notes which have been redeemed or the aggregate Invested Amount and Stated Amount of Offshore Notes which have been
purchased. If the Invested Amount of a Book-Entry Note is reduced to nil, the Principal Paying Agent shall destroy the relevant Book-Entry Note and, if requested in writing, issue a destruction certificate forthwith to the Note Trustee and shall
send a copy of that certificate to the Trustee, the Trust Manager and the Note Trustee. 

  

	39.	Notices to Offshore Noteholders 

  

	 	(a)	At the request and expense of the Trustee, the Principal Paying Agent shall arrange for the delivery of all notices and the posting on the Note Trustee’s website of the
Noteholders Report (following receipt from the Trust Manager or the Trustee) to Offshore Noteholders in accordance with the relevant Conditions. The Principal Paying Agent shall also deliver the Noteholders Report to an Offshore Noteholder upon that
Offshore Noteholder’s written request. 

  

	 	(b)	The Principal Paying Agent shall promptly send to the Note Trustee one copy of the form of every notice given to Offshore Noteholders in accordance with the relevant Conditions.


  

	40.	Documents and Forms 

  

	 	(a)	The Trust Manager shall provide to the Principal Paying Agent for distribution to each Paying Agent sufficient copies of all documents required by the relevant Conditions or the
Note Trust Deed to be available to Offshore Noteholders for issue or inspection (including the Note Trust Deed, the Master Trust Deed and the Series Notice). 

  

	 	(b)	The Trust Manager and the Trustee shall provide to each Note Party such documents as each Note Party may reasonably require from the Trustee in order for each Note Party properly to
fulfil its duties in respect of the Offshore Notes. 

  



			
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	41.	Authentication 

 Upon direction by the Trustee, the
Principal Paying Agent shall authenticate or cause to be authenticated the Book-Entry Notes and (if required) the Definitive Notes (whether on initial issue or on replacement). 
  

	42.	Indemnity 

  

	 	(a)	Subject to paragraph (b) and clause 23, the Trustee shall indemnify each Paying Agent, each Note Registrar and the Calculation Agent against any loss, damages, proceeding,
liability, cost, claim, action, demand or expense (including, without limitation, legal costs and expenses and any applicable value added or similar tax thereon) (each, an Expense) which the Paying Agent may incur or which may be made
against the Paying Agent, a Note Registrar or Calculation Agent as a result of or in connection with the Paying Agent’s, the relevant Note Registrar’s or Calculation Agent’s (as the case may be) appointment or the proper exercise of
the Paying Agent’s, the relevant Note Registrar’s or Calculation Agent’s powers and proper performance of the Paying Agent’s, the relevant Note Registrar’s or Calculation Agent’s (as the case may be) duties under this
agreement and the Transaction Documents or any document executed in connection with this agreement or any other Transaction Document, notwithstanding the resignation or removal of that Paying Agent, that relevant Note Registrar or the Calculation
Agent in accordance with clause 17 (including any liability in respect of payment of a cheque drawn by that Paying Agent or Calculation Agent (as the case may be) 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, each 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 relevant Note Registrar or the Calculation Agent (as the case may be) of the terms of this
agreement or from the Paying Agent’s, the relevant Note Registrar’s or the Calculation Agent’s own fraud, wilful misconduct, negligence or bad faith or that of its directors, officers or employees or servants;


  

	 	(ii)	if the Paying Agent, the relevant Note Registrar or the Calculation Agent (as the case may be) gives notice of the Expense to the Trustee and the Trust Manager as soon as the Paying
Agent, the relevant Note Registrar or the Calculation Agent (as the case may be) becomes aware of the Expense provided, however, that any failure or delay to give such notice shall not deprive a party’s rights to be indemnified unless the
Trustee is materially prejudiced by such failure or delay; and 

  

	 	(iii)	if and whenever the Trustee or the Trust Manager so requires, the Paying Agent, the relevant 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 indemnity, reimbursement or similar obligation in this clause: 

  



			
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	 	(ii)	is a separate and independent obligation; 

  

	 	(iii)	is payable under clause 5.10 of the Series Notice on the Payment Date following demand; and 

  

	 	(iv)	survives termination or discharge of this agreement. 

  

	 	(d)	None of the provisions of this agreement shall require the Calculation Agent, any Note Registrar or the Paying Agent to expend or risk its own funds or otherwise to incur any
liability, financial or otherwise, in the performance of any of its duties under this agreement, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not assured to it. 

  

	 	(e)	Each of the Calculation Agent, the Note Registrars and Paying Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties (unless a Responsible Officer
of the Calculation Agent, the relevant Note Registrar or Paying Agent (as the case may be) has actual notice to the contrary). 

  

	 	(f)	Each of the Calculation Agent, the Note Registrars and Paying Agent may consult with counsel and rely on the advice or opinion of such counsel and shall be protected in respect of
any action taken or omitted to be taken by it in good faith and in reliance on such advice or opinion of counsel. 

  

	 	(g)	Neither the Calculation Agent, the Note Registrars nor Paying Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 

  

	 	(h)	Each of the Calculation Agent, the Note Registrars and Paying Agent may execute any of the powers or perform any duties under this agreement either directly or by or through agents,
attorneys, custodians or nominees appointed with reasonable care, and shall not be responsible for any wilful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed. 

  

	 	(i)	Neither the Calculation Agent, the Note Registrars nor Paying Agent nor any of their respective officers, directors, employees or agents shall be liable for any action taken or
omitted to be taken under this agreement or in connection therewith except to the extent caused by the Calculation Agent’s, the relevant Note Registrar’s or Paying Agent’s fraud, negligence or wilful misconduct or bad faith.


  



			
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	43.	The Note Registers 

  

	43.1	Appointment of the Note Registrars 

 The Trustee
appoints: 
  

	 	(a)	The Bank of New York to be the initial US$ Note Registrar. The Bank of New York accepts that appointment; and 

  

	 	(b)	The Bank of New York to be the initial Class A2b Note Registrar. The Bank of New York accepts that appointment 

  

	43.2	Details to be kept on a Note Register 

 Each Note
Registrar shall keep the relevant Note Register with respect to the Trust in accordance with the terms of this agreement and 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 the US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note Register) issued in relation to
the Trust; 

  

	 	(d)	(Initial Invested Amount) the total Initial Invested Amount of US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note
Register) issued on each such Issue Date; 

  

	 	(e)	(Invested Amount) the Invested Amount of US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note Register) from time to time;


  

	 	(f)	(Stated Amount) the Stated Amount of US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note Register) from time to time;


  

	 	(g)	(details of Noteholders) the name and address of each US$ Noteholder (in the case of the US$ Note Register) or Class A2b NoteHolder (in the case of the Class A2b Note
Register); 

  

	 	(h)	(number of Notes) the number of US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note Register) held by each US$ Noteholder
(in the case of the US$ Note Register) or Class A2b Noteholder (in the case of the Class A2b Note Register); 

  

	 	(i)	(date of entry) the date on which a person was entered as the holder of US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note
Register); 

  

	 	(j)	(date of cessation) the date on which a person ceased to be an US$ Noteholder (in the case of the US$ Note Register) or Class A2b NoteHolder (in the case of the Class A2b
Note Register); 

  

	 	(k)	(account) the account to which any payments due to an US$ Noteholder (in the case of the US$ Note Register) or Class A2b NoteHolder (in the case of the Class A2b Note
Register)are to be made (if applicable); 

  



			
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	 	(l)	(payments) a record of each payment in respect of the US$ Notes (in the case of the US$ Note Register) or Class A2b Notes (in the case of the Class A2b Note Register); and


  

	 	(m)	(additional information) such other information as: 

  

	 	(i)	is required by the Series Notice; 

  

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

  

	 	(iii)	the Trust Manager or the Trustee reasonably requires. 

  

	43.3	Payments of Principal and Interest 

  

	 	(a)	Any payment of principal or interest on any Offshore Note shall be endorsed by each Note Registrar on the relevant Note Register. In the case of payments of principal, the Invested
Amount of the relevant Offshore Notes shall be reduced for all purposes by the amount so paid and endorsed on the relevant 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 Offshore Note is not paid in full (including Carryover Charge Offs and by reason of a deduction or
withholding) the Paying Agent shall enter such a shortfall in its records. 

  

	43.4	Place of keeping Register, copies and access 

 The
relevant Note Register shall be: 
  

	 	(a)	(place kept) kept in the State of New York; 

  

	 	(b)	(access to Trust Manager and Auditor) open to the Trustee, the Trust Manager, the Note Trustee and the Auditor of the Trust to inspect during normal business hours of the
relevant Note Registrar; 

  

	 	(c)	(inspection by Offshore Noteholders) open for inspection by the Note Trustee or an Offshore Noteholder during normal business hours of the relevant Note Registrar but, in the
case of an Offshore Noteholder, only in respect of information relating to that Offshore Noteholder; and 

  

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

  

	43.5	Details on a Note Register conclusive 

  

	 	(a)	(Reliance on Register) The Trustee shall be entitled to rely on the relevant 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 relevant 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 relevant Note Register. 

  

	 	(b)	 (No trusts etc) A Note Registrar shall not be obliged to enter on the relevant Note Register notice of any trust, Security Interest or other interest
whatsoever in respect of any Offshore Notes and the Trustee shall be entitled to treat an Offshore Noteholder as the absolute 



  



			
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owner of Offshore Notes and the Trustee shall not be bound or affected by any trust affecting the ownership of any Offshore Notes unless ordered by a court
or required by statute. 


  

	43.6	Alteration of details on a Note Register 

 On each
Note Registrar being notified of any change of name or address or payment or other details of an Offshore Noteholder by the Offshore Noteholder, the relevant Note Registrar shall promptly alter the relevant Note Register accordingly. 
  

	43.7	Rectification of a Note Register 

 If: 

 

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

  

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

  

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

  

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

  

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

 the relevant Note Registrar may, without notice to any party, rectify the same. 
  

	43.8	Correctness of a Note Register 

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

	44.	Changes of a Note Registrar 

  

	44.1	Removal 

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

	44.2	Resignation 

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

	44.3	Limitation 

 Despite clauses 15.1 and 15.2:

  

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

  



			
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	 	(b)	the appointment of a new Note Registrar shall be on the terms and subject to the conditions of this agreement and the outgoing relevant 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. 

  

	45.	General 

  

	45.1	Communications to Offshore Noteholders 

 The
Principal Paying Agent shall, upon receipt from the Trustee, Trust Manager, Security Trustee or Note Trustee of any communication to be delivered to any Offshore Noteholders or Offshore Note Owners, including any communications pursuant to clauses
3.3, 7.1 18(a), 22.1, 23.2 or 32.2(b) of the Note Trust Deed or any other solicitation of notice from or consent of any Offshore Noteholders or Offshore Note Owners pursuant to or relating to the Note Trust Deed or this agreement, forward such
communications to those Offshore Noteholders, along with instructions that the responses relating to such communications be returned to the Principal Paying Agent. Such communication shall include the date upon which the response to such
solicitation shall be delivered (the Response Date). The Principal Paying Agent shall treat any Offshore Noteholder or Offshore Note Owner who has not delivered its response as of the Response Date as having withheld its consent to the
proposed action. The Principal Paying Agent shall notify the Trustee, Trust Manager and Note Trustee in writing of the results of any such solicitations of consent. 
  

	45.2	Agency 

 Subject to any other provision of this
agreement, each of the Paying Agents, the Calculation Agent and each Note Registrar (including clause 7, each a Note Party) shall act solely for and as agent of the Trustee (or, pursuant to clause 7 only, the Note 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 any Offshore Notes and shall be responsible only for performance of the duties and obligations
expressly imposed upon it in this agreement. 
  

	45.3	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 Book-Entry Note remains outstanding, the registered owner of that Book-Entry Note as the person entitled to receive payments of principal or interest (as applicable)
and each person shown in the records of the relevant Common Depository as the holder of any Offshore Note represented by a Book-Entry Note shall be entitled to receive from the registered owner of that Book-Entry Note any payment so made in
accordance with the respective rules and procedures of the relevant Common Depository and on the terms and subject to the conditions of that Book-Entry Note; 

  

	 	(b)	who is the registered owner of any relevant 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 

  



			
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	 	(c)	who, when a Book-Entry Note in respect of any Offshore Note is no longer outstanding but Definitive Notes in respect of the relevant Offshore 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 Offshore Noteholders, 

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

	45.4	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 Offshore Notes in respect of moneys payable by it under this agreement.

  

	45.5	Reliance 

 Each Note Party 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 Offshore 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. 
  

	45.6	Entitled to deal 

 A Note Party shall not be
precluded from acquiring, holding or dealing in any Offshore Notes 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 (other than fraud, wilful misconduct, negligence or bad faith) shall any Note Party be liable to account to the Trustee or any person entitled to receive amounts of
principal or interest on the Offshore Notes for any profit made or fees or commissions received in connection with this agreement or any Offshore Notes. 
  

	45.7	Consultation 

 Each Note Party may consult as to
legal matters with lawyers selected by it, who may be employees of or lawyers to the Trustee, the Trust Manager or the relevant Paying Agent. Where that consultation is likely to give rise to significant Expenses (as that term is defined in clause
13), the relevant Note Party shall notify the Trustee and Trust Manager as soon as is reasonably practicable prior to that consultation. 
  

	45.8	Duties 

 Each Note Party shall perform the duties,
and only the duties, contained in or reasonably incidental to this agreement and the relevant Conditions and in the Offshore Notes and no implied duties or obligations (to the extent permitted by law) shall be read into this agreement or the
Offshore Notes against any Note Party. A Note Party shall not 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. 
  



			
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	45.9	Income Tax Returns 

 The Principal Paying Agent
shall, subject always to compliance with mandatory provisions of law deliver to each Offshore Noteholder such information as may be reasonably required to enable such Offshore Noteholder to prepare its federal and state income tax returns.

  

	45.10 Obligations	of each Note Party 

 Each Note Party represents and
warrants that it is duly qualified to assume its obligations under this agreement and has obtained all necessary approvals required to perform its obligations under this agreement. 
  

	45.11 European	Union Tax Directive 

  

	 	(a)	The obligations of the Principal Paying Agent or any other Paying Agent with respect to any Offshore Notes under this agreement are subject to: 

  

	 	(i)	the provisions of the EU Tax Directive; and 

  

	 	(ii)	the “beneficial owner” (as defined in the EU Tax Directive) providing to that Paying Agent such information and documents (if any) required by that Paying Agent in order
for it to comply with the EU Tax Directive. 

  

	 	(b)	The Trustee authorises each Paying Agent to make mandatory disclosures required by the EU Tax Directive to be made to the competent authority of the member state of the European
Union of that Paying Agent. 

  

	45.12 Know	your customer 

 The Trustee and the Trust Manager
agree to, and the Offshore Noteholders may be requested to, provide any information and documents reasonably required by a Note Party for it to comply with any “know your customer” or other identification checks or procedures under any law
or regulation to the extent that such information is in the possession of, or otherwise available to the Trustee, the Trust Manager or the Offshore Noteholders (as the case may be). The Note Party may, to the extent required by law, decline to
perform its affected obligations under the Transaction Documents to which it is a party to the extent that such information and documents are not provided. 
  

	46.	Changes in Paying Agents and Calculation Agent 

  

	46.1	Removal 

 The Trustee (or the Trust Manager on its
behalf after advising the Trustee) may at any time: 
  

	 	(a)	with prior written notice to the Note Trustee appoint: 

  

	 	(i)	additional or alternative Paying Agents; or 

  

	 	(ii)	an alternative Calculation Agent; 

  

	 	(b)	subject to this clause 17, terminate the appointment of any Paying Agent or the Calculation Agent by giving written notice to that effect to each Designated Rating Agency, the Note
Trustee, 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 has failed to remedy within fourteen days after prior written notice by the Trustee or Trust Manager any material breach of this agreement on
the part of the Paying Agent; or 

  

	 	(ii)	otherwise, with the prior written approval of the Note Trustee (which approval must not be unreasonably withheld or delayed) with effect not less than 60 days’ from that
notice, which date shall be not less than 30 days before nor 30 days after any due date for payment of any Offshore Notes. 

  

	46.2	Resignation 

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

	46.3	Limitation 

 Despite clauses 17.1 and 17.2:

  

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

  

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

  

	 	(c)	no resignation by or termination of the appointment of any Paying Agent shall take effect if as a result of that resignation or termination there would cease to be a Paying Agent
which has a Paying Office in the United States or, if: 

  

	 	(i)	the EU Tax Directive is in force; and 

  

	 	(ii)	a Paying Agent accepts its appointment (such appointment made in accordance with clause 11(e) of the Note Trust Deed) on the express basis that it will act through an office in a
member country of the European Union that is not obliged to withhold or deduct tax pursuant to the EU Tax Directive (the EU Tax Directive Paying Agent), 

  



			
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 no resignation by or termination of the appointment of the EU Tax Directive Paying Agent shall take
effect unless and until a new EU Tax Directive Paying Agent has been appointed; 
  

	 	(d)	no appointment or termination of the appointment of any Paying Agent shall take effect unless and until notice has been given to the Offshore Noteholders in accordance with the
relevant Conditions; 

  

	 	(e)	no resignation by or termination of the appointment of the Calculation Agent shall take effect until a new Calculation Agent having its Specified Office in the United States has
been appointed; and 

  

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

  

	46.4	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
Offshore 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 under this agreement. 
  

	46.5	Successor to Principal Paying Agent 

  

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

  

	 	(b)	Any corporation: 

  

	 	(i)	into which the Principal Paying Agent is merged; 

  

	 	(ii)	with which the Principal Paying Agent is consolidated; 

  

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

  

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



  



			
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shall, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the
successor Principal 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 the Principal Paying Agent shall be references to that corporation. 


  

	46.6	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. 
  

	46.7	Successor to a 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: 

  



			
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	Date	  	




  


	 	(i)	into which a Note Registrar is merged; 

  

	 	(ii)	with which a Note Registrar is consolidated; 

  

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

  

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

	46.8	Notice to Offshore Noteholders 

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

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

  

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

  

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

 give to the Offshore 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) or 17.2 at the cost of the
outgoing Paying Agent, Note Registrar or Calculation Agent, as the case may be). 
  

	46.9	Change in Paying Office or Specified Office 

  

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

  

	 	(b)	If the Calculation Agent proposes to change its 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. No change of specified office may occur within the period between 30 days before and 30 days after any due date for
payment of any Offshore Notes. 

  

	 	(c)	The Trustee or Trust Manager must, within 14 days of receipt of a notice under paragraph (a) (unless the appointment is to terminate pursuant to clause 17.1 or 17.2 on or prior
to the date of that change) give to the Offshore Noteholders notice in accordance with the relevant Conditions of that change and of the address of the new Paying Office but the costs of giving that notice shall be borne by the Paying Agent which is
changing its Paying Office and not by the Trustee or the Trust Manager. 

  



			
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	Date	  	




  


	47.	Fees and Expenses 

  

	 	(a)	The Trustee shall pay to the Principal Paying Agent during the period when any of the Offshore Notes remain outstanding the administration fee separately agreed by the Principal
Paying Agent and the Trustee, together with any out-of-pocket expenses properly incurred (including any legal fees and expenses and any applicable value added or similar tax thereon). If the appointment of the Principal Paying Agent is terminated
under this agreement, the Principal Paying Agent must, subject to any fee agreement between the Trustee, the Trust Manager and the Principal Paying Agent, 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 Offshore Notes remain outstanding the fee separately agreed by the Calculation Agent and the
Trustee, together with any out-of-pocket expenses properly incurred (including any legal fees and expenses and any applicable value added or similar tax thereon). If the appointment of the Calculation Agent is terminated under this agreement, the
Calculation Agent must, subject to any fee agreement between the Trustee, the Trust Manager and the Principal Paying Agent, 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 each Note Registrar during the period when any of the Offshore Notes remain outstanding the fee separately agreed by each Note Registrar and the Trustee,
together with any out-of-pocket expenses properly incurred (including any legal fees and expenses and any applicable value added or similar tax thereon). If the appointment of any Note Registrar is terminated under this agreement, the relevant Note
Registrar must, subject to any fee agreement between the Trustee, the Trust Manager and the Principal Paying Agent, refund to the Trustee that proportion of the fee (if any) which relates to the period during which the relevant 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, Principal Paying Agent or any other Paying Agent or any Note Registrar in connection with this agreement. 

  

	 	(e)	The above fees, payments and expenses shall be paid in United States dollars and the Trustee shall in addition pay any Value Added Tax which may be applicable. The Principal Paying
Agent shall (in accordance with the Trustee’s directions) arrange for payment of commissions to the other Paying Agents and arrange for the reimbursement of their expenses incurred (as payable by the Trustee under paragraph (c)) promptly upon
demand, supported by evidence of that expenditure, and provided that payment is made as required by paragraph (a) the Trustee shall not be concerned with or liable in respect of that payment. 

  

	48.	Waivers, Remedies Cumulative 

  

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

  



			
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	Date	  	




  


	 	(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.


  

	49.	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. 
  

	50.	Assignment 

 Subject to the Transaction Documents,
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 the Offshore Notes would be withdrawn or reduced as a result of the assignment.

  

	51.	Notices 

  

	51.1	General 

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

	 	(a)	must be in writing; 

  

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

  

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

  

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

  

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

  

	 	(iii)	(in the case of a telex) on receipt by the sender of the answerback code of the recipient at the end of transmission to the number shown in clause 22.2 or any other number notified
by the recipient to the sender under this clause 22, 

 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 4.00pm (local time), it will be taken to have been duly given or made at the commencement of business on the next day on which business is generally carried on in
that place. 
  



			
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	Date	  	




  


	51.2	Details 

 The address, facsimile and telex of each
party at the date of this agreement are as follows: 
 The Trustee 
 J.P. MORGAN TRUST AUSTRALIA LIMITED 
 Level 4 
 35 Clarence Street 
 SYDNEY NSW 2000 
  

			
	Tel:	  	612 9259 9128
		
	Fax:	  	612 9259 9487
		
	Attention:	  	Trustee Securitisation Manager

 The Trust Manager 
 WESTPAC SECURITISATION MANAGEMENT PTY LIMITED 
 Level 19 
 275 Kent Street 
 SYDNEY NSW 2000 
  

			
	Tel:	  	612 8253 1502
		
	Fax:	  	612 8253 1175
		
	Attention:	  	Senior Manager, Securitisation
		
	Copy to:	  	 Vice President & Legal Counsel, New York Branch
 39th Floor
 575
Fifth Avenue
 New York, NY, 10017-24

		
	Tel:	  	1 212 551 1835
		
	Fax:	  	1 212 551 2777

 The Principal Paying Agent 
 The Bank of New York  
 Level 21 West

 101 Barclay Street 
 New York
NY 10286 
 United States of America 
  

			
	Fax:	  	+1 212 815 5802/5803
		
	Attention:	  	Global Corporate Trust

  



			
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	Date	  	




  

 The Calculation Agent 
 The Bank of New York, London Branch  
 Level 40 
 1 Canada Square 
 London E14 5AL 
 United Kingdom 
  

			
	Fax:	  	+44 20 7964 6369
		
	Attention:	  	Global Corporate Trust

 The Note Trustee 
 The Bank of New York  
 Level 21 West

 101 Barclay Street 
 New York
NY 10286 
 United States of America 
  

			
	Fax:	  	+1 212 815 5802/5803
		
	Attention:	  	Global Corporate Trust

 The US$ Note Registrar 
 The Bank of New York  
 Level 21 West

 101 Barclay Street 
 New York
NY 10286 
 United States of America 
  

			
	Fax:	  	+1 212 815 5802/5803
		
	Attention:	  	Global Corporate Trust

 The Class A2b Note Registrar 
 The Bank of New York  
 Level 21 West

 101 Barclay Street 
 New York
NY 10286 
 United States of America 
  

			
	Fax:	  	+1 212 815 5802/5803
		
	Attention:	  	Global Corporate Trust

  

	51.3	Communication through Principal Paying Agent 

 All
communications relating to this agreement between the Trustee 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. 
  



			
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	Date	  	




  


	51.4	Communication to The Bank of New York, Singapore Branch 

 Any notices, requests, demands, consents, approvals, agreements or other communications to be given under this Agreement (other than notices to the US$ Noteholders) to The Bank of New York in whatsoever capacity must be copied to The Bank
of New York, Singapore Branch. The address for delivery of copied notices to The Bank of New York, Singapore Branch is One Temasek Avenue, #02-01 Millenia Tower, Singapore 039192, Singapore (Fax number +65 6883 0338) (marked to the attention of
“Global Corporate Trust”), or as otherwise notified by The Bank of New York, Singapore Branch. 
  

	52.	Limited Recourse 

  

	52.1	General 

 Clause 33 of the Master Trust Deed applies
to the obligations and liabilities of the Trustee and the Trust Manager under this agreement. 
  

	52.2	Liability of Trustee limited to its right to indemnity 

  

	 	(a)	The Trustee enters into this agreement only in its capacity as trustee of the Trust and in no other capacity. A liability arising under or in connection with this agreement or the
Trust can be enforced against the Trustee only to the extent to which it can be satisfied out of property 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 this agreement 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 this agreement 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 under the Security Trust
Deed), or a liquidator, an administrator or similar person to the Trustee or prove in any liquidation, administration or arrangement of or affecting the Trustee. 

  

	 	(c)	The provisions of this clause 23 shall 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 breach of trust. 

  

	 	(d)	 It is acknowledged that the Trust Manager, the Servicer, the Currency Swap Providers, the Note Trustee, the Calculation Agent, the Principal Paying Agent, each Note
Registrar and the Paying Agents (each a Relevant Party) are responsible under this agreement and the other 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 under this agreement) will be considered fraud, negligence or breach of trust of the Trustee for the purpose of sub-paragraph (c) to the extent to which the act or omission was caused or
contributed to by any failure by any Relevant Party or any other person who provides services in respect of the Trust (other than a person who has been delegated or appointed by the Trustee and for whom the Trustee is responsible under this
agreement or the relevant Transaction Documents, but excluding any Relevant Party) to fulfil its obligations relating 



  



			
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	Date	  	




  


	 	 
to the Trust or by any other act or omission of a Relevant Party or any other person who provides services in respect of the Trust (other than a person who
has been delegated or appointed by the Trustee and for whom the Trustee is responsible under this agreement or the relevant Transaction Documents, but excluding any Relevant Party). 


  

	 	(e)	No attorney, agent, receiver, or receiver and manager appointed in accordance with this agreement or any other Transaction Document (including a Relevant Party) 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 breach of trust of the Trustee for the purpose of sub-paragraph (c), if the
Trustee has exercised reasonable care in the selection and supervision of such a person. 

  

	52.3	Unrestricted remedies 

 Nothing in clause 23.2
limits a Paying Agent, a Note Registrar, the Calculation Agent or the Note Trustee in: 
  

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

  

	 	(b)	obtaining declaratory relief; or 

  

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

  

	52.4	Restricted remedies 

 Except as provided in clause
23.3, none of the Paying Agents, the Note Registrars, the Calculation Agent or the Note Trustee 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, the Calculation Agent and the Note Trustee waives its rights to make those applications
and take those proceedings. 
  

	52.5	Liability of Note Trustee limited to its right to indemnity 

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



			
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	Date	  	




  


	53.	Counterparts 

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

	54.	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. 
  

	55.	Successor Trustee 

 Each Paying Agent and the
Calculation Agent shall do all things reasonably necessary to enable any successor Trustee appointed under clause 24 of the Master Trust Deed to become the Trustee under this agreement. 
  

	56.	Compliance with Regulation AB: Other “Servicing Function Participants” 

  

	56.1	Intent of the Parties, Reasonableness 

 The
Principal Paying Agent, each Note Registrar and the Calculation Agent (for purposes of this clause 56, each a Servicing Function Participant) and the Trust Manager acknowledge and agree that the purpose of this clause 56 is to
facilitate compliance by the Trust Manager with the provisions of Regulation AB and related rules and regulations of the Commission. 
 The
Trust Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission thereunder. Each Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Trust Manager in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. Each Servicing Function Participant shall cooperate fully with the Trust Manager to deliver to the Trust Manager (including any of its assignees or designees) any and all statements, reports,
certifications, records and any other information necessary in the good faith determination of the Trust Manager to permit the Trust Manager to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicing
Function Participant, any Subservicer and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Trust Manager to be necessary in order to effect such compliance. 
 The Trust Manager (including any of its assignees or designees) shall cooperate with each Servicing Function Participant by providing timely notice of
requests for information under these provisions and by reasonably limiting such requests to information required, in the Trust Manager’s reasonable judgment, to comply with Regulation AB. 
  



			
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	Date	  	




  


	56.2	Additional Representations and Warranties of Each Servicing Function Participant 

  

	 	(a)	Each Servicing Function Participant shall be deemed to represent to the Trust Manager, as of the date on which information is first provided to the Trust Manager under clause 56.3
that, except as disclosed in writing to the Trust Manager prior to such date: 

  

	 	(i)	there are no aspects of such Servicing Function Participant’s financial condition that could have a material adverse effect on the performance by such Servicing Function
Participant of its obligations under this Agency Agreement or any other Transaction Document; 

  

	 	(ii)	there are no legal or governmental proceedings pending (or known to be contemplated) against such Servicing Function Participant that such Servicing Function Participant deems
material to the Noteholders; and 

  

	 	(iii)	there are no affiliations, relationships or transactions relating to such Servicing Function Participant with respect to the transactions contemplated by this Agency Agreement or
any other Transaction Document and any party thereto identified by the Trust Manager of a type described in Item 1119 of Regulation AB, except as disclosed. 

  

	 	(b)	If so requested by the Trust Manager on any date following the date on which information is first provided to the Trust Manager under clause 56.3, each Servicing Function
Participant shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 56.2 or, if any such representation and warranty is not
accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 

  

	56.3	Information to be provided by Each Servicing Function Participant 

  

	 	(a)	Each Servicing Function Participant shall: 

  

	 	(i)	within five Business Days following request by the Trust Manager, provide to the Trust Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance
reasonably satisfactory to the Trust Manager, the information and materials specified in clause 56.2 and this clause 56.3, and 

  

	 	(ii)	as promptly as practicable following notice to or discovery by such Servicing Function Participant, provide to the Trust Manager (in writing and in form and substance reasonably
satisfactory to the Trust Manager) the information specified in paragraph (d) of this clause 56.3. 

  

	 	(b)	If so requested by the Trust Manager, each Servicing Function Participant shall provide such information regarding: 

  

	 	(i)	itself; 

  

	 	(ii)	as is requested for the purpose of compliance with Items, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: 

  

	 	(A)	a description of any legal or governmental proceedings pending (or known to be contemplated) against such Servicing Function Participant deemed by such Servicing Function
Participant material to the Noteholders; and 

  



			
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	Date	  	




  

  

	 	(B)	a description of any affiliation or relationship between such Servicing Function Participant, and any of the following parties to this transaction, as such parties are identified to
such Servicing Function Participant by the Trust Manager in writing in advance of this transaction: 

  

	 	(1)	the sponsor; 

  

	 	(2)	the depositor; 

  

	 	(3)	the issuing entity; 

  

	 	(4)	any servicer; 

  

	 	(5)	any trustee; 

  

	 	(6)	any originator; 

  

	 	(7)	any significant obligor; 

  

	 	(8)	any enhancement or support provider; and 

  

	 	(9)	any other material transaction party. 

  

	 	(c)	If so requested by the Trust Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, each
Servicing Function Participant shall (i) notify the Trust Manager in writing of (A) any material litigation or governmental proceedings pending against such Servicing Function Participant and (B) any affiliations or relationships that
develop following the Closing Date between such Servicing Function Participant and any of the parties specified in sub paragraph (ii)(B) of this clause 56.3 (and any other parties identified in writing by the requesting party) with respect to the
issuance of the Notes, and (ii) provide to the Trust Manager a description of such proceedings, affiliations or relationships. 

  

	 	(d)	As a condition to the succession to a Servicing Function Participant, as servicer under this Agency Agreement or any other Transaction Document by any person:


  

	 	(i)	into which such Servicing Function Participant, if any, may be merged or consolidated; or 

  

	 	(ii)	which may be appointed as a successor to such Servicing Function Participant, such Servicing Function Participant shall provide to the Trust Manager, at least 45 calendar days prior
to the effective date of such succession or appointment: 

  

	 	(A)	written notice to the Trust Manager of such succession or appointment; and 

  

	 	(B)	in writing and in form and substance reasonably satisfactory to the Trust Manager, all information reasonably requested by the Trust Manager in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 

 (e) 
  



			
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	Amendment Deed	  	




  

  

	56.4	Report on Assessment of Compliance and Attestation 

  

	 	(a)	On or before the date the Trust Manager is required to make any required regulatory filings in connection with the end of its fiscal year, so long as there shall be any such
requirement, each Servicing Function Participant shall: 

  

	 	(i)	deliver to the Trust Manager a report (in form and substance reasonably satisfactory to the Trust Manager) regarding such Servicing Function Participant’s assessment of
compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the
Trust Manager and signed by an authorised officer of such Servicing Function Participant, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 1 to this Agency Agreement delivered to the
Trust Manager concurrently with the execution of this Agency Agreement; 

  

	 	(ii)	deliver to the Trust Manager a report of a registered public accounting firm reasonably acceptable to the Trust Manager that attests to, and reports on, the assessment of compliance
made by such Servicing Function Participant and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


  

	 	(iii)	As soon as available but no later than December 15 of each calendar year for so long as the Trust Manager is required to report under the Exchange Act, the Servicing Function
Participant shall (if requested by the Trust Manager) deliver to the Trust Manager and any other person that will be responsible for signing the certification required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) a certification substantially in the form attached hereto as Schedule 2. 

  

	 	(iv)	The Servicing Function Participant acknowledges that the party required to file a Form 10k may rely on the certification provided by the Servicing Function Participant pursuant to
clause (a)(iii) in signing an Annual Certification and filing such with the Commission. The Trust Manager will not request delivery of a certification under clause (a)(iv) above unless the Trust Manager is required under the Exchange Act to file an
annual report on Form 10-K with respect to the Trustee. 

  

	 	(b)	The Servicing Function Participant shall not hire or otherwise utilize the services of any Subservicer or Subcontractor to fulfill any of the obligations of it without the written
consent of the Trust Manager. 

  

	 	(c)	The parties hereto acknowledge and agree that The Bank of New York and The Bank of New York London Branch shall in all of their capacities hereunder and under the Series Notice that
are deemed hereunder and thereunder to be Servicing Function Participants may deliver in the name of The Bank of New York one Report of Assessment of Compliance and Attestation and one Annual Certification. 

  



			
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	Date	  	




  

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

							
	SIGNED on behalf of	  	)	  	
	J.P. MORGAN TRUST AUSTRALIA	  	)	  	
	LIMITED	  	)	  	
	by its attorney	  	)	  		  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  		  	
	Print name	  		  		  	

 TRUST MANAGER 
  

							
	SIGNED on behalf of	  	)	  	
	WESTPAC SECURITISATION	  	)	  	
	MANAGEMENT PTY LIMITED	  	)	  	
	by its attorney	  	)	  	
	in the presence of:	  	)	  	 	  	
		  		  	Signature	  	
				
	 	  		  	 	  	
	Witness	  		  	Print name	  	
				
	 	  		  		  	
	Print name	  		  		  	

  



			
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	Date	  	




  

 NOTE TRUSTEE 
  

							
	EXECUTED for and on behalf of	  	)	  	
	THE BANK OF NEW YORK	  	)	  	
				
	 	  		  	 	  	
	Authorised Signatory	  		  	Witness	  	
				
	 	  		  	 	  	
	Print name	  		  	Print name	  	

 PRINCIPAL PAYING AGENT 
  

							
	EXECUTED for and on behalf of	  	)	  	
	THE BANK OF NEW YORK	  	)	  	
				
	 	  		  	 	  	
	Authorised Signatory	  		  	Witness	  	
				
	 	  		  	 	  	
	Print name	  		  	Print name	  	

 CALCULATION AGENT 
  

							
	EXECUTED for and on behalf of	  	)	  	
	THE BANK OF NEW YORK, LONDON	  	 )
	  	
	BRANCH	  	)	  	
				
	 	  		  	 	  	
	Authorised Signatory	  		  	Witness	  	
				
	 	  		  	 	  	
	Print name	  		  	Print name	  	

  



			
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 NOTE REGISTRARS 
  

							
	EXECUTED for and on behalf of	  	)	  	
	THE BANK OF NEW YORK	  	)	  	
				
	 	  		  	 	  	
	Authorised Signatory	  		  	Witness	  	
				
	 	  		  	 	  	
	Print name	  		  	Print name	  	

  



			
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 Schedule 1 
 Servicing Criteria To Be Addressed In Assessment Of Compliance 
 The assessment of compliance to be delivered by [J.P. Morgan Trust Australia
Pty Limited] [Westpac Securitisation Management Pty Limited] [Westpac Banking Corporation] [The Bank of New York] (in its various capacities] [The Mortgage Company Pty Limited] [BNY Trust (Australia) Registry Limited] [Currency Swap Provider] [Name
of Subservicer] [Name of Subcontractor] [Name of any Other Party Responsible For Servicing Function] shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”: 
  

					
	SERVICING CRITERIA	 	APPLICABLE SERVICING CRITERIA
	Reference	  	Criteria	 	
		  	General Servicing Considerations	 	
			
	 1122(d)(1)(i)
	  	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	 	
			
	 1122(d)(1)(ii)
	  	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.	 	
			
	 1122(d)(1)(iii)
	  	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	 	
			
	 1122(d)(1)(iv)
	  	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.	 	
			
		  	Cash Collection and Administration	 	
			
	 1122(d)(2)(i)
	  	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of
days specified in the transaction agreements.	 	

  



			
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	SERVICING CRITERIA	 	APPLICABLE SERVICING CRITERIA
	Reference	  	Criteria	 	
			
	 1122(d)(2)(ii)
	  	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 	BNY
			
	 1122(d)(2)(iii)
	  	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the
transaction agreements.	 	
			
	 1122(d)(2)(iv)
	  	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling
of cash) as set forth in the transaction agreements.	 	BNY
			
	 1122(d)(2)(v)
	  	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	 	BNY
			
	 1122(d)(2)(vi)
	  	Unissued checks are safeguarded so as to prevent unauthorized access.	 	
			
	 1122(d)(2)(vii)
	  	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A)
mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	 	

  



			
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	SERVICING CRITERIA	 	APPLICABLE SERVICING CRITERIA
	Reference	  	Criteria	 	
		  	Investor Remittances and Reporting	 	
			
	 1122(d)(3)(i)
	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.	 	
			
	 1122(d)(3)(ii)
	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	 	BNY
			
	 1122(d)(3)(iii)
	  	Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	 	BNY
			
	 1122(d)(3)(iv)
	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 	
			
		  	Pool Asset Administration	 	
			
	 1122(d)(4)(i)
	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents.	 	
			
	 1122(d)(4)(ii)
	  	Pool assets and related documents are safeguarded as required by the transaction agreements	 	
			
	 1122(d)(4)(iii)
	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	 	
			
	 1122(d)(4)(iv)
	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the	 	

  



			
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	 SERVICING CRITERIA
	 	APPLICABLE SERVICING CRITERIA
	 Reference
	  	Criteria	 	
		  	servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal,
interest or other items (e.g., escrow) in accordance with the related pool asset documents.	 	
			
	1122(d)(4)(v)	  	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.	 	
			
	1122(d)(4)(vi)	  	Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.	 	
			
	1122(d)(4)(vii)	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.	 	
			
	1122(d)(4)(viii)	  	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).	 	
			
	1122(d)(4)(ix)	  	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.	 	
			
	1122(d)(4)(x)	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis,
or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with	 	

  



			
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	 SERVICING CRITERIA
	 	 APPLICABLE
 SERVICING
 CRITERIA

	 Reference
	  	Criteria	 	
	 	  	applicable pool asset documents and state laws; and (C) such funds are returned to the obligor
within 30 calendar days of full repayment of the related pool assets or such other number of
days
specified in the transaction agreements.	 	 
			
	1122(d)(4)(xi)	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	 	
			
	1122(d)(4)(xii)	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was
due to the obligor’s error or omission.	 	
			
	1122(d)(4)(xiii)	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction
agreements.	 	
			
	1122(d)(4)(xiv)	  	Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.	 	
			
	1122(d)(4)(xv)	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	 	

 [SERVICER] 
 Date: 
 By: 
 Name: 
 FORM OF 10-K CERTIFICATION 
 [*] (the Asserting
Party) is responsible for assessing compliance as of September 30, 200[*] and for the period from [*] 2007, (the date of issuance of the Series 2007-1G WST transaction subject to the requirements of Regulation AB) through
September 30, 200[*] (the Reporting Period) with the servicing 

  



			
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criteria set forth in Section 229.1122(d) of the Code of Federal Regulations (the CFR), except for criteria 229.1122(d) [insert section
numbers in 229.1122(d) that are not applicable to the Asserting Party] in the CFR, which the Asserting Party has concluded are not applicable to the servicing activities it performs with respect to the asset-backed securities transactions covered by
this report (the Applicable Servicing Criteria). [The transactions covered by this report include asset-backed securities transactions for which the Asserting Party served as [*] that are backed by the same asset type backing the class
of asset-backed securities of the Series 2007-1G WST (including the Series 2007-1G WST asset-backed securities transaction), that were completed on or after 31 May 2007, by Westpac Securitisation Management Pty Limited as depositor and that
were registered with the SEC pursuant to the Securities Act of 1933 (the Platform).] *Note: Platform subject to determination by Asserting Party. 
 The Asserting Party has assessed its compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the
Applicable Servicing Criteria with respect to the Platform taken as a whole. 
 [*], an independent registered public accounting firm, has issued an
attestation report on the assessment of compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period as set forth in this assessment. 
 [NAME OF ASSERTING PARTY] 
 Date: 
 By: 
 Name: 
 Title: 
  



			
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 Schedule 2 
 FORM OF ANNUAL CERTIFICATION 
 Re: [The Agency Agreement] 
 I,
                                        ,
the
                                        
of (the “Company”), certify to the Trust Manager and its respective officers, with the knowledge and intent that they will rely upon this certification, that: 
 (1) I have reviewed the report on assessment of the Company’s compliance provided in accordance with Rules 13a-18 and 15d-18 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Company Information”), and the registered public accounting firm’s attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB that were delivered by the Company to the Trust Manager pursuant to the Agreement; 
 (2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; 
 (3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been
provided to the Trust Manager; and 
 (4) To the best of my knowledge, except as disclosed in clause (1) above, the
Company has fulfilled its obligations under the Agreement. 
  

											
		 		 		 	Date:	 	  
	 	
	By:	 	  
	 		 		 		 	
	Name:	 		 		 		 		 	
	Title:	 		 		 		 		 	

  



			
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