<PAGE>

                                                                     Exhibit 4.2


                                                                          [LOGO]

Series [*] WST Trust Series Notice
-----------------------------------



Westpac Securities Administration Limited
(Trustee)
Westpac Securitisation Management Pty Limited
(Trust Manager)
Westpac Banking Corporation
(Approved Seller)
[*]
(Note Trustee)
The Mortgage Company Pty Limited
(Servicer)







Allen Allen & Hemsley
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61 2 9230 4000
Fax  61 2 9230 5333

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Series [*] WST Trust Series Notice                         Allen Allen & Hemsley
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Table of Contents

<TABLE>
<S>                                                                                                          <C>
1.     Introduction and Trust Manager                                                                        1
       1.1   Introduction                                                                                    1
       1.2   Trust Manager                                                                                   1

2.     Direction and Trust Back                                                                              1

3.     Definitions and Interpretation                                                                        2
       3.1   Definitions                                                                                     2
       3.2   Interpretation                                                                                 26
       3.3   Limitation of liability of the Trustee                                                         26
       3.4   Knowledge of Trustee                                                                           27

4.     Notes                                                                                                28
       4.1   Conditions of Notes                                                                            28
       4.2   Summary of conditions of Notes                                                                 28
       4.3   Issue of Notes                                                                                 30
       4.4   Trustee's Covenant to Noteholders                                                              31
       4.5   Repayment of Notes on Payment Dates                                                            31
       4.6   Final Redemption                                                                               31
       4.7   Period During Which Interest Accrues                                                           31
       4.8   Calculation of Interest                                                                        32
       4.9   Aggregate receipts                                                                             32

5.     Redraw Funding Securities                                                                            33
       5.1   Note Issue Direction for RFS                                                                   33
       5.2   Conditions to Note Issue Direction                                                             33
       5.3   Terms of Note Issue Direction                                                                  33
       5.4   Conversion of RFS                                                                              33
       5.5   Master Trust Deed definitions                                                                  34

6.     Cashflow Allocation Methodology                                                                      34
       6.1   General                                                                                        34
       6.2   Determination Date - Calculations                                                              34
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
       6.3   Redraws                                                                                        36
       6.4   Determination Date - Payment Shortfall                                                         37
       6.5   Determination Date - Liquidity Shortfall                                                       37
       6.6   Allocating Liquidation Losses                                                                  37
       6.7   Insurance claims                                                                               38
       6.8   Remittance Date                                                                                38
       6.9   Payment - Purchase Price adjustment                                                            38
       6.10  Total Payments                                                                                 38
       6.11  Excess Available Income - reimbursement of Charge Offs and Principal Draw                      40
       6.12  Excess Collections Distribution                                                                41
       6.13  Initial Principal Distributions                                                                41
       6.14  [Principal Payments - Sequential Method                                                        42
       6.15  Principal Payments - Serial Method prior to third anniversary (procedure 1)                    42
       6.16  Principal Payments - Serial Method after third anniversary (procedure 2)                       44
       6.17  Remaining Liquidity Shortfall                                                                  45
       6.18  Charge Offs                                                                                    46
       6.19  Payments into US$ Account                                                                      47
       6.20  Payments out of US$ Account                                                                    47
       6.21  Prepayment Costs and Prepayment Benefits                                                       47
       6.22  Rounding of amounts                                                                            48
       6.23  Bond Factors                                                                                   48
       6.24  Trust Manager's Report                                                                         48
       6.25  Prescription                                                                                   48
       6.26  Replacement of Currency Swap                                                                   48

7.     Master Trust Deed                                                                                    49

       7.1   Completion of details in relation to Master Trust Deed                                         49
       7.2   Amendments to Master Trust Deed                                                                50

8.     Transfer of Purchased Receivables - Top Ups                                                          50

9.     Transfers to Warehouse Trust                                                                         51
</TABLE>

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<TABLE>
<S>                                                                                                         <C>
10.    Substitution of Purchased Receivables                                                                51
       10.1  Purchase from Warehouse Trust                                                                  51
       10.2  Contents of direction                                                                          52
       10.3  Conditions to direction                                                                        52
       10.4  Criteria for Replacement Receivable                                                            52
       10.5  Consent of Designated Ratings Agency                                                           53

11.    Application of Threshold Rate                                                                        53
       11.1  Calculation of Threshold Rate                                                                  53
       11.2  Setting Threshold Rate                                                                         53
       11.3  Trustee Setting Threshold Rate                                                                 54

12.    Beneficiary                                                                                          54
       12.1  Issue of Units                                                                                 54
       12.2  Residual Capital Unit                                                                          54
       12.3  Residual Income Unit                                                                           55
       12.4  Register                                                                                       55
       12.5  Transfer of Units                                                                              56
       12.6  Limit on rights                                                                                56

13.    Title Perfection Events                                                                              56

14.    Additional Receivable Product Features                                                               56

15.    WST Warehouse Trust #1                                                                               57
       15.1  Direction under Warehouse Series Notice                                                        57
       15.2  Direction                                                                                      57

16.    Servicer Representations                                                                             57

17.    Warehouse Trustee Representations                                                                    59

18.    Note Trustee                                                                                         60
       18.1  Capacity                                                                                       60
       18.2  Exercise of rights                                                                             60
</TABLE>

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                                                                      Page (iii)
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Series [*] WST Trust Series Notice                         Allen Allen & Hemsley
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       18.3  Representation and warranty                                   60
       18.4  Payments                                                      60

19.    Westpac Undertakings
       19.1  Set Off                                                       60
       19.2  Notice of actions                                             60
       19.3  Notification of Trust                                         61
                                                                           61
20.    Redemption
                                                                           61
21.    Governing Law and Jurisdiction
                                                                           61
SCHEDULE
                                                                           65
ANNEXURE A
                                                                           66
       [WST SERIES [*] TRUST] AMENDMENTS TO MASTER TRUST DEED              66
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                                                                       Page (iv)
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Series [*] WST Trust Series Notice                         Allen Allen & Hemsley
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1.   Introduction and Trust Manager
--------------------------------------------------------------------------------

1.1  Introduction

     This Series Notice is issued on [*] by Westpac Securitisation Management
     Pty Limited (ACN 081 709 211) of Level 25, 60 Martin Place, 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) between The Mortgage Company
     Pty Limited (ACN 070 968 302) of Level 25, 60 Martin Place, Sydney, New
     South Wales and Westpac Securities Administration Limited (ACN 000 049 472)
     of Level 10, 130 Pitt Street, Sydney, New South Wales as trustee of the
     Series [*] WST Trust (the Trustee).

     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.

     The Mortgage Company Pty Limited (ACN 070 968 302) (the Servicer) agrees to
     service the Purchased Receivables and Purchased Receivable Securities in
     accordance with the Servicing Agreement.

     [*] (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.

1.2  Trust Manager

     (a)  The Master Trust Deed is amended for the purpose of the Series [*] WST
          Trust so that all references to Trust Manager will be taken to be
          references to Westpac Securitisation Management Pty Limited of Level
          25, 60 Martin Place, 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 [*] WST
          Trust as named as such in the Master Trust Deed.

2.   Direction and Trust Back
--------------------------------------------------------------------------------
     (a)  A Trust Back, entitled Westpac [*] Trust Back, is created in relation
          to Other Secured Liabilities secured by the Purchased Receivable
          Securities.

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                                                                          Page 1
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     (b)  The parties agree that the Trust will be a Trust for the purposes of
          the Transaction Documents.

3.   Definitions and Interpretation
--------------------------------------------------------------------------------

3.1  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 [*] WST Trust, and do not apply to any Other Trust (as defined
     in the Master Trust Deed).

     A$ Class A 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 A 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 plus the Spread);

     (b)  on the A$ Equivalent of the aggregate of the Invested Amount of the
          Class A 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 A$ Exchange Rate;
          or

     (ii) 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 a Currency Swap) applicable under that Currency Swap for
     the exchange of United States dollars 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 which are
          unpaid as at the close of business on the 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 to (but excluding) the Closing Date.

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          Agency Agreement means the Agency Agreement dated [*] between the
          Trustee, the Trust Manager, the Note Trustee, the Principal Paying
          Agent and the Agent Bank.

          Agent Bank means the person appointed as agent bank under the Agency
          Agreement from time to time.

          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 Banking Corporation (ARBN 007 457 141)
          or, other than in clauses 8.1, 8.2, 8.3, 8.5(b), 8.6, 8.7, 8.11, 8.12,
          11, 33 and 37 of the Master Trust Deed, the Trustee in its capacity as
          trustee of the WST Warehouse Trust #1.

          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 means any Loan, Mortgage or Related Security specified in each
          Sale Notice which is to be acquired in favour of the Trust, or any
          Authorised Investment acquired by the Trust.

          Authorised Signatory means:

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

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

          (c)  in relation to the Agent Bank, any duly authorised officer of [*]
               and any other duly authorised person of Citibank, [*].

          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);

               (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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                                                                          Page 3
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          (iii)  amounts in the nature of interest otherwise paid by Westpac,
                 the Servicer or the Trust Manager to the Trustee in respect of
                 Collections held by it;

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

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

          (vi)   any Substitution Net Transfer Amount (Income) received by the
                 Trust from a Warehouse Trust with respect to that Collection
                 Period,

     but excluding interest credited to a Support Facility Collateral Account
     and any amount payable by the Trustee under clause 6.26.

     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
          and the definition of US$ Account:

          (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; or

          (iii) a banking institution or trust company organised or doing
                business under the laws of the United States or any state
                thereof; 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 10.00 am, Sydney
     time, on that 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 90 days eliminating the highest and lowest mean rates and taking the
     average

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     of the remaining mean rates and then (if necessary) rounding the resultant
     figure upwards to four decimal places. If on any 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 in respect of any 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, in relation to the master agreement dated on or about the
     date of this Series Notice made between the Trustee as trustee of the
     Trust, the Trust Manager and Westpac, on the terms of the ISDA Master
     Agreement (with amendments thereto), 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 12).

     Bond Factor means the Class A Bond Factor, the Class B Bond Factor, the RFS
     Class A Bond Factor or the RFS Bond Factor.

     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 A Notes, substantially in the form of schedule 1 to the
     Note Trust Deed.

     Business Day means:

     (a)  in relation to the Note Trust Deed, the Agency Agreement, any Class A
          Note (including any Condition) and any payment of US$ under a Currency
          Swap, any day, other than a Saturday, Sunday or public holiday, on
          which Banks are open for business in London and New York, or as
          otherwise specified in the relevant Conditions; and

     (b)  in relation to any Registered Notes, any other Transaction Document
          and any payments of A$ under the Currency Swap, any day, other than a
          Saturday, Sunday or public holiday, on which Banks are open for
          business in Sydney.

     Carryover Charge Off means, in relation to the Trust at any time, a
     Carryover Class A Charge Off, a Carryover Class B Charge Off, a Carryover
     RFS Charge Off, a Carryover RFS Class A 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

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     to that Class A Note prior to that Determination Date and which have not
     been reinstated under clauses 6.11(a)(ii)(C) and 6.20(b)(ii).

     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 6.11(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 6.11(a)(ii)(D).

     Carryover RFS Charge Off means, on any Determination Date in relation to an
     RFS, the aggregate of RFS Charge Offs in relation to that RFS prior to that
     Determination Date and which have not been reinstated under clause
     6.11(a)(ii)(A).

     Carryover RFS Class A Charge Off means, on any Determination Date in
     relation to an RFS Class A Note, the aggregate of Class A RFS Charge Offs
     in relation to that RFS Class A Note prior to that Determination Date and
     which have not been reinstated under clause 6.11(a)(ii)(B).

     Class A Bond Factor means, on a Determination Date, the aggregate of the
     Class A Invested Amounts for all Class A Notes for that Determination Date
     less all Class A Principal Payments to be made on the next Payment Date
     divided by the aggregate Class A Initial Invested Amount for all Class A
     Notes, expressed to seven decimal places.

     Class B Bond Factor means, on a Determination Date, the aggregate of the
     Class B 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, expressed to seven decimal places.

     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 6.18.

     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 6.18.

     Class A Coupon means all interest accrued on the Class A Notes in respect
     of a Coupon Period in accordance with clause 4.8.

     Class B Coupon means all interest accrued on the Class B Notes in respect
     of a Coupon Period in accordance with clause 4.8.

     Class A Forex Percentage means, on any date the A$ Equivalent of the Class
     A Stated Amounts at that date divided by the sum of the A$ Equivalent of
     the Class A Stated Amounts and the RFS Class A Stated Amounts, as at that
     date, expressed as a percentage.

     Class A Initial Invested Amount means, in relation to any Class A Note, the
     Initial Invested Amount of that Class A Note.

     Class B Initial Invested Amount means, in relation to any Class B Note, the
     Initial Invested Amount of that Class B Note.

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                                                                          Page 6
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Series [*] WST Trust Series Notice                         Allen Allen & Hemsley
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     Class A Note means a Note issued as a Class A Note by the Trustee with the
     characteristics of a Class A Note under this Series Notice and includes any
     Book-Entry Note (or any part or interest in it) and any Definitive Note,
     but does not include any RFS Class A Note.

     Class A Noteholder means a Noteholder who holds a Class A 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 who holds a Class B Note.

     Class A Percentage means, on a Determination Date, the sum of the aggregate
     of:

     (a)  the A$ Equivalent of the Class A Stated Amounts;

     (b)  the RFS Class A Stated Amounts; and

     (c)  the Redraw Limit,

     in each case for the preceding Determination Date as a percentage of the
     sum of the A$ Equivalent of the Total Stated Amount, the RFS Class A Stated
     Amounts and the Redraw Limit calculated as at the preceding Determination
     Date.

     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 Total Stated Amount, RFS Class A
     Stated Amounts and the Redraw Limit calculated as at the preceding
     Determination Date.

     Class A Principal Payment means each payment to the Class A Noteholders
     under clause 6.20(b)(iii).

     Class B Principal Payment means each payment to the Class B Noteholders
     under clause 6.14 (a)(iii), 6.15(a)(C) and 6.16(a)(C).

     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 6.11 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
          6.11(a)(ii) on that Determination Date.

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     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 6.11 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
          6.11(a)(iii) on that Determination Date.

     Clearing Agency means 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 Class A Notes (directly or through a Common
     Depositary), and initially means DTC.

     Closing Date means, in relation to the Trust, [*].

     Collection Account means, in relation to the Trust, the Australian dollar
     account, number [*], with Westpac at [60 Martin Place, 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, in relation to a Payment Date, the period from
     (and including) the tenth day of the Quarter preceding the Quarter in which
     the Payment Date occurs to (and including) the ninth day of the Quarter in
     which the Payment Date occurs. The first Collection Period is the period
     from (but excluding) the Cut-Off Date to (and including) [*]. 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.

     Common Depositary means 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.

     Conditions means the Conditions for the Class A Notes in the form set out
     in schedule 3 to the Note Trust Deed (but, so long as the Class A Notes are
     represented by Book-Entry Notes, with the deletion of any provisions which
     are applicable only to the Definitive Notes), as the same 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.

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     Confirmation means, in respect of a Currency Swap, any Confirmation (as
     defined in the Currency Swap).

     Coupon means a Class A Coupon, Class B Coupon, an RFS Class A Coupon or RFS
     Coupon.

     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 an RFS, the period
          commencing on (and including) the issue date of that RFS and ending on
          (but excluding) the next Payment Date;

     (b)  in relation to the final Coupon Period of an RFS, the period
          commencing on (and including) the Payment Date immediately preceding
          the date of conversion of that RFS under clause 5.4 and ending on (but
          excluding) that date of conversion;

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

     (d)  in relation to the first Coupon Period of any RFS Class A Note, the
          period commencing on (and including) the date on which that RFS Class
          A Note converts from an RFS under clause 5.4 and ending on (but
          excluding) the first Payment Date following that date;

     (e)  in relation to the final Coupon Period, the period commencing on (and
          including) the Payment Date prior to the Maturity Date and ending on
          (but excluding) the Maturity Date; and

     (f)  in relation to each other Coupon Period, 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 Note (other than a Registered Note) and a Coupon Period, LIBOR in
          relation to that Coupon Period; and

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

     plus, in all cases, the relevant Margin for the relevant Note.

     Currency Swap means, in relation to each master agreement dated on or about
     the date of this Series Notice between the Trustee as trustee of the Trust,
     the Trust Manager and each Currency Swap Provider, on the terms of the ISDA
     Master Agreement (with amendments thereto), each Transaction (as defined in
     that agreement) entered into in accordance with that agreement under which
     the relevant Currency Swap Provider agrees to pay certain amounts in US$ to
     the Trustee in exchange for certain amounts in A$ or any other Hedge
     Agreement on similar terms which, if entered into, will not result in the
     downgrading of, or withdrawal of rating for, any Notes.

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     Currency Swap Provider means:

     (a)  initially, [*] [and Westpac]; and

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

     Cut-Off Date means the date specified in the Sale Notice as the Cut-Off
     Date.

     Day Count Fraction means, for the purpose of the Currency Swap, the basis
     for the calculation of interest on Class A Notes set out in Clause
     4.8(a)(iii).

     Dealer Agreement means the Underwriting Agreement or an RFS Dealer
     Agreement.

     Definitive Note means a note in definitive form (whether bearer or
     registered) issued or to be issued in respect of Class A Notes under, and
     in the circumstances specified in, clause 3.3 of the Note Trust Deed, and
     includes any replacement for a Definitive Note issued under Condition 11.

     Designated Maturity means, for the purpose of the Currency Swap, three
     months.

     Designated Rating Agency means:

     (a)  in the case of Class A Notes, S&P, Moody's and Fitch;

     (b)  in the case of Class B Notes, S&P and Fitch;

     (c)  in the case of RFSs and RFS Class A Notes, S&P or as otherwise
          determined by the Trust Manager and advised to the Trustee.

     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.

     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 6.11 on the
     Determination Date relating to that Collection Period.

     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

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          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;

          (ii)  any payments by Westpac to the Trustee on the repurchase of a
                Purchased Receivable under the Master Trust Deed 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

          (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 Westpac
          under the Receivables as agreed by them from time to time and
          collected by Westpac or the Servicer during that Collection Period;
          and

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     (f)  the Prepayment Cost Surplus (if any) due to Westpac under clause
          6.21(b) for that Collection Period and collected by Westpac or the
          Servicer during that Collection Period.

     Finance Charge Loss means, for a Collection Period, the amount of all
     Liquidation Losses referred to in clause 6.6(a).

     Government Charges means, for any Collection Period, the aggregate of all
     amounts collected by the Servicer or Westpac in respect of the Purchased
     Receivables and the related Receivable Rights representing financial
     institutions duty, bank accounts debit tax 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;

     (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 payments by Westpac to the Trustee on the repurchase of a
                Purchased Receivable under the Master Trust Deed during that
                Collection Period which are attributable to principal;

          (iii) any payments by the Trustee (as trustee of a Warehouse Trust) on
                the purchase by that Warehouse Trust of any Assets of the Trust
                which are attributable to principal;

          (iv)  any Prepayment Costs applied towards Prepayment Benefits under
                clause 6.21(a); and

          (v)   any Prepayment Benefit Shortfall paid by Westpac to the Trust
                under clause 6.21(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
          the 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 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;

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          (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 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$, 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);

     (f)  for the purposes of clause 6.11 only, any amount of Excess Available
          Income to be applied to pay a Principal Charge Off or a Carryover
          Charge Off;

     (g)  any amount received by or on behalf of the Trustee during that
          Collection Period as proceeds from the issue of any RFS to the extent
          not applied to reimburse amounts drawn under the Redraw Facility;

     (h)  any Excess Available Income to be applied under clause 6.11(a)(iv) to
          Principal Draws made on a previous Payment Date;

     (i)  any Prepayment Calculation Adjustment for that Collection Period; and

     (j)  any Substitution Net Transfer Amount (Principal) received by the Trust
          from a Warehouse Trust with respect to that Collection Period,

     but excludes any amount payable by the Trustee under clause 6.26.

     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) the 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 12) 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 12 at that time, expressed as a percentage.

     Information Memorandum means the Prospectus dated [*] relating to the Trust
     and the Notes.

     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).

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                                                                         Page 13
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     Initial Principal Distribution means any distribution of Principal
     Collections in accordance with clause 6.13.

     Initial Subordinated Percentage means 2.44%.

     Interest Rate Swap means, in relation to the master agreement dated on or
     about the date of this Series Notice made between the Trustee as trustee of
     the Trust, the Trust Manager and Westpac Banking Corporation, on the terms
     of the ISDA Master Agreement (with amendments thereto), 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 1991 Definitions (as supplemented by the 1998
     Supplement) published by the International Swaps and Derivatives
     Association, Inc.

     LIBOR means, in relation to any Coupon Period, the rate of interest
     determined by the Agent Bank on the basis of the following paragraphs.

     On the second Business Day before the beginning of each Coupon Period (each
     a Coupon Determination Date), the Agent Bank 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 three-month
     deposits in US dollars which appears on the Telerate Page 3750 as of 11.00
     a.m., London time, on the Coupon Determination Date. If such rate does not
     appear on the Telerate Page 3750, the rate for that Coupon Period will be
     determined as if "USD-LIBOR-Reference Banks" were the applicable Floating
     Rate Option under the ISDA Definitions. 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.

     In this definition of LIBOR, Business Day means any day on which commercial
     banks are open for business (including dealings in foreign exchange and
     foreign currency deposits) in London.

     Lead Manager means:

     (a)  in relation to the Underwriting Agreement, any Manager; and

     (b)  in relation to an RFS Dealer Agreement, any person identified as a
          "Lead Manager" in that RFS Dealer Agreement for the purposes of this
          Series Notice.

     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.

     Liquidity Facility Provider means, in relation to the Trust, Westpac
     Banking Corporation.

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     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, or determined by the Servicer as likely to be 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.

     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.

     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; and

     (b)  in relation to an RFS Dealer Agreement, any person identified as a
          "Manager" in that RFS Dealer Agreement for the purposes of this Series
          Notice.

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

     Maturity Date means, in relation to a Note, the Maturity Date for that Note
     specified in clause 4.2(i).

     Mortgage includes any Mortgage originated by Westpac which is transferred
     to the Trustee by the Warehouse Trustee (as Approved Seller) from the
     Warehouse Trust.

     Mortgage Insurer means Housing Loans Insurance Corporation Pty Limited,
     Royal and Sun Alliance Lenders Mortgage Insurance Limited, MGICA Limited or
     Westpac Lenders Mortgage Insurance 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 6.7(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
                6.6(b); and

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

     Note means a Class A Note, a Class B Note, an RFS Class A Note or an RFS
     referred to in clauses 4 and 5, and includes:

     (a)  the Conditions relating to a Class A Note; and

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

     Note Acknowledgement means an acknowledgment 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 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.

     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 (in the case of registered Definitive Notes) or bearer of that
          Note (in the case of bearer Definitive Notes) at that time; or

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                                                                         Page 16
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     (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.

     Note Party means the Agent Bank, each Paying Agent and the Note Registrar.

     Note Registrar means [*] or any successor note registrar approved in
     writing by the Note Trustee and appointed under the Agency Agreement.

     Note Register means the register kept by the Note Registrar to provide for
     the registration and transfer of Class A Notes under the Note Trust Deed.

     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.

     Note Trustee means [*].

     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 [*]
     issued under the Master Trust Deed in relation to the Trust.

     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, including 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.

     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

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                                                                         Page 17
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     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.

     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 6.3(a) 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 6.4 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 6.6(b).

     Principal Outstanding has the meaning given in the Redraw Facility
     Agreement.

     Principal Paying Agent means [*], or any successor as Principal Paying
     Agent under the Agency Agreement.

     Principal Payment means a Class A Principal Payment, a Class B Principal
     Payment, an RFS Class A Principal Payment or an RFS 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.

     Purchased Receivable means each Loan specified in the Sale Notice
     (including any Redraw in respect of that Loan), unless the Trustee has
     ceased to have an interest in that Loan.

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                                                                         Page 18
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     Purchased Receivable Security means each Mortgage specified in the Sale
     Notice, unless the Trustee has ceased to have an interest in that Mortgage.

     Quarter means each three month period in a year which period begins on [*].

     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 Special Offer Fixed Options Home Loan;

     (d)  a First Option Home Loan earning a variable rate of interest;

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

     (f)  a Fixed Rate Investment Property Loan;

     (g)  a Variable Rate Investment Property Loan earning a variable rate of
          interest;

     (h)  an Investment Loan with 1 Year Guaranteed Rate earning a concessional
          introductory rate fixed for up to one year; or

     (i)  a First Option Investment Property Loan earning a variable rate of
          interest

     (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 the Payment Date for any Book-Entry Note, close of
           business on the second Business Day before that Payment Date; and

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

     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

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                                                                         Page 19
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     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 Westpac 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 6.18(b)(iv) of
     this Series Notice.

     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 6.3.

     Reference Bank means any financial institution authorised to quote on the
     Reuters Screen BBSW Page.

     Registered Note means an RFS, an RFS Class A 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.

     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.

     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.

     RFS means a debt security issued by the Trustee as trustee of the Trust
     under clause 5.

     RFS Bond Factor means, on a Determination Date, for each RFS Series, the
     RFS Invested Amount less any RFS Principal Payments to be made on the next
     Payment Date divided by the aggregate RFS Initial Invested Amount for all
     RFSs, expressed to seven decimal places.

     RFS Charge Off means the amount of any reduction in the RFS Stated Amount
     under clause 6.18(b)(iii).

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     RFS Class A Bond Factor means, on a Determination Date, for all outstanding
     RFS Class A Notes, the RFS Class A Invested Amount less any RFS Class A
     Principal Payments to be made on the next Payment Date divided by the
     aggregate RFS Class A Initial Invested Amount for all RFS Class A Notes,
     expressed to seven decimal places.

     RFS Class A Charge Off means the amount of any reduction in the RFS Class A
     Stated Amount under clause 6.18(b)(ii).

     RFS Class A Coupon means all interest on the RFS Class A Notes in respect
     of a Coupon Period in accordance with clause 4.8.

     RFS Class A Forex Percentage means, on any date, 100% minus the Class A
     Forex Percentage as at that date, expressed as a percentage.

     RFS Class A Initial Invested Amount means, in relation to any RFS Class A
     Note, the Initial Invested Amount of that RFS Class A Note.

     RFS Class A Invested Amount means, in relation to any RFS Class A Note at
     any time, the Invested Amount of that RFS Class A Note at that time.

     RFS Class A Note means any RFS which is converted to a Class A Note under
     clause 5.4.

     RFS Class A Principal Payment means each payment to the holder of an RFS
     Class A Note under clause 6.15(B)(2) or 6.16(B)(2).

     RFS Class A Stated Amount means, on a Determination Date and in relation to
     an RFS Class A Note, an amount equal to:

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

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

     (c)  Carryover RFS Class A Charge Offs (if any) made in relation to that
          RFS Class A Notes to the extent not reinstated under clause 6.11
          before that Determination Date; less

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

     (e)  RFS Class A Charge Offs (if any) to be made in relation to that RFS
          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 RFS Class A Note under clause
          6.11(a)(ii) on that Determination Date.

     RFS Coupon means all interest accrued on the RFSs in respect of a Coupon
     Period in accordance with clause 4.8.

     RFS Dealer Agreement means, in relation to any RFSs, any dealer agreement
     which may be entered into by the Trustee, the Trust Manager and any other
     person from time to time in relation to subscription for those RFSs.

     RFS Initial Invested Amount means, in relation to any RFS, the Initial
     Invested Amount of that RFS.

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     RFS Invested Amount means, at any time, the Invested Amount of that RFS at
     that time.

     RFS Principal Payment means each payment to the holders of an RFS under
     clause 6.13(a)(iv).

     RFS Series means a tranche of RFSs with the same issue date, maturity date
     and series number.

     RFS Stated Amount means, on a Determination Date and in relation to an RFS,
     an amount equal to:

     (a)  the RFS Initial Invested Amount for that RFS; less

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

     (c)  Carryover RFS Charge Offs (if any) made in relation to that RFS to the
          extent not reinstated under clause 6.11 before that Determination
          Date; less

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

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

     (f)  the amount (if any) of the Excess Available Income applied in
          reinstating the Stated Amount of that RFS under clause 6.11(a)(ii) on
          that Determination Date.

     Sale Notice means any Sale Notice (as defined in the Master Trust Deed)
     which may be given by Westpac or the Warehouse Trustee 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.

     Security Trust Deed means the security trust deed dated [*] between the
     Trustee, the Trust Manager, the Note Trustee and the Security Trustee.

     Security Trustee means Perpetual Trustee Company Limited (ACN 000 001 007).

     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 18 February 1997
     as amended by the Servicing Agreement Series [*] Amendment Agreement dated
     on or about the date of this Series Notice between the Trustee, the Trust
     Manager and the Servicer.

     Servicing Fee means the fee payable under clause 7.1(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, a Class B Stated Amount, an
     RFS Class A Stated Amount or an RFS Stated Amount.

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     Stock Exchange means the London Stock Exchange Limited.

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

     (a)  the A$ Equivalent of the Total Stated Amount at that time;

     (b)  the Redraw Limit at that time;

     (c)  the aggregate of the RFS Stated Amounts at that time; and

     (d)  the aggregate of the RFS Class A Stated Amounts at that time.

     Substitution means, in relation to any Receivable comprising an Asset of an
     Other Trust, the transfer of that Receivable by the Trustee as trustee of
     that Other Trust (expressed in the Series Notice for that Other Trust) to
     the Trust, in exchange for a Receivable which comprises an Asset of the
     Trust as contemplated under clause 10.

     Substitution Net Transfer Amount means a Substitution Net Transfer Amount
     (Principal) or a Substitution Net Transfer Amount (Income).

     Substitution Net Transfer Amount (Income) means, in relation to a
     Substitution of a Receivable on any day:

     (i)  the Unpaid Balance (other than any unpaid principal amount) of the
          Receivable acquired by the relevant Warehouse Trust from the Trust in
          relation to the Substitution on that day; minus

     (ii) the Unpaid Balance (other than any unpaid principal amount) of the
          Receivable acquired by the Trust from the relevant Warehouse Trust in
          relation to the Substitution on that day,

     but only if that amount is positive.

     Substitution Net Transfer Amount (Principal) means, in relation to a
     Substitution of a Receivable on any day:

     the unpaid principal amount of the Receivable acquired by the relevant
     Warehouse Trust from the Trust in relation to the Substitution on that day;
     minus

     the unpaid principal amount of the Receivable acquired by the Trust from
     the relevant Warehouse Trust in relation to the Substitution on that day,

     but only if that amount is positive.

     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.

     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

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     other Purchased Receivables, 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 each Currency Swap
     Provider under the relevant Currency Swap necessary to enable the Trustee
     to pay all Coupons due on Class A Notes from time to time).

     Title Perfection Event means, in relation to the Trust, the events set out
     in clause 13.

     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 6.13(a)(ii) on or before the Payment Date for that Collection
          Period; and

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

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

     (a)  all Carryover Class A Charge Offs for all Class A Notes (other than
          RFS Class A Notes) as at that date;

     (b)  the US$ Equivalent of all Carryover Class1B Charge Offs for all Class
          B Notes as at that date;

     (c)  the US$ Equivalent of all Carryover RFS Charge Offs for all RFSs as at
          that date; and

     (d)  the US$ Equivalent of all Carryover RFS Class A Charge Offs for all
          RFS Class A Charge Offs as at that date.

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

     (a)  all Initial Invested Amounts of all Class A Notes; and

     (b)  the US$ Equivalent of all Initial Invested Amounts of all Registered
          Notes,

     at that time.

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

     (a)  all Invested Amounts of all Class A Notes; and

     (b)  the US$ Equivalent of all Invested Amounts of all Registered Notes,

     at that time.

     Total Payments means, in relation to a Collection Period, all amounts paid
     by the Trustee under clause 6.10 in relation to that Collection Period.

     Total Stated Amount means, at any time, the sum of the aggregate of the
     Class A Stated Amounts and the aggregate of the US$ Equivalent 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)  each Dealer Agreement;

     (b)  the Note Trust Deed; and

     (c)  the Agency Agreement.

     Trust means the Series [*] 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, the Trust Manager's Fee for that Collection Period;

     (d)  fourth, any fee payable to the Security Trustee under the Security
          Trust Deed;

     (e)  fifth, the Servicing Fee for that Collection Period;

     (f)  sixth, any fee payable to the Note Trustee under the Note Trust Deed;

     (g)  seventh, pari passu any fee payable to a Note Party under the Agency
          Agreement;

     (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,

     all of the amounts in paragraphs (a) to (i) (inclusive) being Expenses for
     the purposes of the Master Trust Deed.

     Trust Manager's Report means a report in the form agreed by the Trustee and
     the Trust Manager from time to time.

     Underwriting Agreement means the Underwriting Agreement dated [*] between
     the Trustee, the Trust Manager, Westpac, [*] and others in relation to
     subscription for Class A Notes.

     US$ Account means, in relation to the Trust, the US$ account with the
     Principal Paying Agent, or any other account opened and maintained outside
     Australia with the Principal Paying Agent.

     US$ Equivalent means:

     (i)  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; or

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

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     US$ Exchange Rate means, on any date, the rate of exchange (set as at the
     commencement of a Currency Swap) applicable under that Currency Swap for
     the exchange of Australian dollars for United States dollars.

     Warehouse Investment Agreement means:

     (a)  the document so entitled dated 19 February 1997 between the Trustee as
          trustee of the Warehouse Trust, 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.

     Warehouse Trust means the WST Warehouse Trust #1.

     Warehouse Trustee means Westpac Securities Administration Limited as
     trustee of the Warehouse Trust.

3.2  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 and any reference to United States dollars, USD
     and US$ is to currency of the United States of America.

3.3  Limitation of liability of the Trustee

     (a)  General

          Clause 33 of the Master Trust Deed applies to the obligations and
          liabilities of the Trustee, the Warehouse 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 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 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.

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          (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 breach of trust.

          (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 Agent Bank (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 breach of trust 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 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 breach of trust 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.

     (c)  Liability of Warehouse Trustee limited to its right of indemnity

          Clause 3.3(b) shall apply to the Warehouse Trustee as if restated in
          full with all references to the Trustee being replaced with references
          to the Warehouse Trustee and all reference to the Trust being replaced
          with references to the Warehouse Trust.

3.4  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

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     awareness of the officers or employees of the Trustee who have day to day
     responsibility for the administration of the Trust.

4.   Notes
--------------------------------------------------------------------------------

4.1  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 Class A Notes will be as set out in the Master
          Trust Deed, the Conditions and the Series Notice.

4.2  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 A Notes

                                          (ii)   Class B Notes

                                          (iii)  any RFS Series

                                          (iv)   any RFS Class A Notes

     (b)  Total Invested                  Class A Notes - US$[*]
          Amount of each
          Class of Notes:                 Class B Notes - A$[*]

                                          RFS Series - aggregate of the Initial
                                          Invested Amounts of the RFSs at the
                                          relevant issue date

                                          RFS Class A Notes - the aggregate of
                                          the Initial Invested Amounts of the
                                          relevant RFSs

     (c)  Manner and order in             As set out in clause 6
          which principal and
          interest is to be
          paid on Notes:

     (d)  Margin:                         (i)   in relation to a Note, the
                                                margin expressed as a percentage
                                                per annum notified by the Trust
                                                Manager to the Trustee as
                                                applying to that Note:

                                          (ii)  in the case of Class A Notes,
                                                [*]%;

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                                          (iii) in the case of Class B Notes,
                                                [*]%;

                                          (iv)  in the case of any RFSs, on the
                                                relevant issue date of those
                                                RFSs as inscribed in the
                                                Register in relation to those
                                                RFSs;

                                          (v)   in the case of any RFS Class A
                                                Note, the Margin for Class A
                                                Notes plus the Spread, as
                                                inscribed in the Register in
                                                relation to that RFS Class A
                                                Note.

     (e)  Initial Invested Amount:        (i)   Class A Notes - denominated with
                                                an Initial Invested Amount of
                                                US$100,000;

                                          (ii)  Class B Notes - denominated with
                                                an Initial Invested Amount of
                                                A$10,000;

                                          (iii) RFS Series - A$10,000 or such
                                                other amount notified by the
                                                Trust Manager to the Trustee as
                                                applying to the RFS Series at
                                                the relevant issue date in
                                                accordance with clause 5.

     (f)  Rating:                         (i)   Class A Notes - AAA long term
                                                credit rating from S&P, Aaa long
                                                term credit rating from Moody's
                                                and AAA long term credit rating
                                                from Fitch;

                                          (ii)  Class B Notes - AA- long term
                                                credit rating from S&P and AA-
                                                long term credit rating from
                                                Fitch;

                                          RFSs and RFS Class A Notes - such
                                          rating (if any) notified by the Trust
                                          Manager to the Trustee as approved by
                                          the Designated Rating Agency for the
                                          RFSs as applying to the RFS Series at
                                          the relevant issue date in accordance
                                          with clause 5.

     (g)  Issue Price:                    (i)   Class A Notes - issued at par
                                                value;

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                                          (ii)  Class B Notes - issued at par
                                                value;

                                          (iii) RFS Series - issued at par
                                                value, at a premium or at a
                                                discount, as notified by the
                                                Trust Manager to the Trustee to
                                                the RFS Series at the relevant
                                                issue date in accordance with
                                                clause 5.

     (h)  Payment Dates:                  (i)   Class A Notes - the [*] day of
                                                each Quarter (New York time).

                                          (ii)  Class B Notes, RFSs and RFS
                                                Class A Notes - the [*] day of
                                                each Quarter (Sydney time).

                                          (iii) If in either case that day is
                                                not a Business Day then the
                                                Payment Date will be the first
                                                Business Day (Sydney time or New
                                                York time, as the case may be)
                                                following that day. The first
                                                Payment Date for the Class A
                                                Notes will be [*] (New York
                                                time). The first Payment Date
                                                for the Class B Notes will be
                                                [*] (Sydney time).]

     (i)  Maturity Date:                  Class A Notes, Class B Notes, RFSs and
                                          RFS Class A Notes: The Payment Date
                                          falling in [*].

4.3  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, or must
          otherwise constitute an issue that need not be disclosed under Part
          6D.2 of the Corporations Law.

     (b)  Class A Notes must be issued in amounts, or on terms, that their offer
          for subscription and their issue will comply with:

          (i)  the Financial Services Act 1986 (UK) and all regulations made
               under or in relation to that Act and the Public Offers of
               Securities Regulations 1995; and

          (ii) 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.

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4.4  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 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.

4.5  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.

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

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

4.6  Final Redemption

     Each Note shall be finally redeemed, 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.

4.7  Period During Which Interest Accrues

     Each Note bears interest calculated and payable in arrear in accordance
     with this Series Notice from:

     (a)  in the case of Class A Notes or Class B Notes, the Closing Date;

     (b)  in the case of an RFS, the date on which it is issued; and

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     (c)  in the case of an RFS Class A Note, the date on which it converts from
          an RFS under clause 5.4,

     to the date upon which that Note is finally redeemed under clause 4.6.

4.8  Calculation of Interest

     (a)  Subject to paragraphs (b) and (e), 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 A 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 Class A Note, if the Stated Amount of the
                Class A Note on the due date for redemption is not zero, the due
                date for redemption of the Class A 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 Class A Note at the rate
                from time to time applicable to the Class A Note until:

                (A)    the moneys in respect of that Class A 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 Class A Note has been reduced
                       to zero.

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

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

4.9  Aggregate receipts

     Notwithstanding anything in clauses 6.13 to 6.20 (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.

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5.   Redraw Funding Securities
--------------------------------------------------------------------------------

5.1  Note Issue Direction for RFS

     If, on a Determination Date, either:

     (a)  (i)  Gross Principal Collections for the Collection Period preceding
               that Determination Date; plus

          (ii) all amounts available to be drawn by the Trustee under the Redraw
               Facility in accordance with clause 6.3 for that Collection
               Period,

          are insufficient to fund Redraws for that Collection Period in
          accordance with this Series Notice; or

     (b)  the Principal Outstanding divided by the Redraw Limit (as defined in
          the Redraw Facility), expressed as a percentage, is equal to or
          greater than 90% of the Redraw Limit,

     then the Trust Manager may give the Trustee a Note Issue Direction to issue
     a series of redraw funding securities (RFS Series) in accordance with
     clause 13 of the Master Trust Deed and this clause 5.

5.2  Conditions to Note Issue Direction

     The Trust Manager must not give a Note Issue Direction under clause 5.1
     unless it has received written confirmation from the Designated Rating
     Agency that the issue of the RFSs would not result in a downgrading or
     withdrawal of a rating of any Note then outstanding.

5.3  Terms of Note Issue Direction

     A Note Issue Direction given under clause 5.1:

     (a)  must be given no later than the Business Day before the proposed issue
          date of the relevant RFSs, or any other date agreed by the Trustee and
          the Trust Manager; and

     (b)  must specify the Margin, the aggregate Initial Invested Amount,
          Initial Invested Amount, rating, issue price and Maturity Date of the
          relevant RFSs (in each case containing the relevant information
          specified in clause 4.2).

5.4  Conversion of RFS

     If, on the fifth Determination Date following the date on which an RFS
     Series was issued, the RFS Stated Amount for all RFSs comprised in that RFS
     Series has not been fully and finally reduced to zero, each of those RFSs:

     (a)  will convert to an RFS Class A Note for each Coupon Period after the
          Payment Date following that Determination Date;

     (b)  will cease to be treated as an RFS in any respect;

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     (c)  will:

          (i)    have an Initial Invested Amount equal to the RFS Initial
                 Invested Amount of that Note when it was an RFS;

          (ii)   have an Invested Amount equal to the RFS Invested Amount of
                 that Note when it was an RFS at the date of conversion;

          (iii)  have a Stated Amount equal to the RFS Stated Amount of that
                 Note when it was an RFS at the date of conversion;

          (iv)   be denominated in Australian dollars;

          (v)    receive all payments of principal and interest denominated in
                 Australian dollars;

          (vi)   have a Coupon Rate calculated by reference to the Bank Bill
                 Rate, not LIBOR;

          (vii)  be a registered instrument, not a bearer instrument; and

          (viii) have a Margin as set out in clause 4.2(d)(iii).

5.5  Master Trust Deed definitions

     Subject to this Series Notice:

     (a)  each RFS is a Note;

     (b)  each RFS Series is a Class, and

     (c)  all RFS Class A Notes outstanding on any date are a Class,

     for the purposes of the Master Trust Deed.

6.   Cashflow Allocation Methodology
--------------------------------------------------------------------------------

6.1  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 6.

6.2  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;

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

          (v)   the Redraw Shortfall;

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          (vi)      the Trust Expenses;

          (vii)     the Subordinated Percentage;

          (viii)    the Initial Subordinated Percentage;

          (ix)      the Total Payments;

          (x)       the Payment Shortfall (if any);

          (xi)      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;

          (xii)     the Gross Principal Collections;

          (xiii)    the Principal Collections;

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

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

          (xvi)     the Liquidity Shortfall (if any);

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

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

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

          (xx)      the Class A Percentage and the Class B Percentage;

          (xxi)     the Class A Bond Factor, the Class B Bond Factor, the RFS
                    Class A Bond Factor and the RFS Bond Factor for each RFS
                    Series;

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

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

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

          (xxv)     if required by clause 11, the Threshold Rate at that
                    Determination Date;

          (xxvi)    total Prepayment Costs (if any);

          (xxvii)   total Prepayment Benefits (if any);

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

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

          (xxx)     the Substitution Net Transfer Amount (if any);

          (xxxi)    the Quarterly Percentage;

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

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          (xxxiii)  LIBOR, as at the first day of the Coupon Period ending
                    before that Determination Date as calculated by the Agent
                    Bank; and

          (xxxiv)   all other calculations necessary for the Trustee to make
                    allocations and distributions under this clause 6 and the
                    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 the Currency Swap Providers and the Principal
                    Paying Agent of the amounts to be paid to the Currency Swap
                    Providers under clauses:

                    (A)  6.10 and 6.11;

                    (B)  6.14, 6.15 or 6.16 (as the case may be); and

                    (C)  6.17 (if relevant).

     (c)  Any amount to be paid to the Currency Swap Providers under the clauses
          referred to in sub-paragraph (b)(iii) may be divided between the
          Currency Swap Providers as agreed by the Trustee, the Trust Manager
          and the Currency Swap Providers.  The obligations of the Currency Swap
          Providers under the Currency Swaps are joint and several, and for the
          purpose of the clauses referred to in sub-paragraph (b)(iii) a payment
          by the Trustee to one Currency Swap Provider shall be taken to be a
          payment to both.

6.3  Redraws

     (a)  The Trustee and the Trust Manager irrevocably authorise:

          (i)       Westpac to deduct from Gross Principal Collections received
                    by it; and

          (ii)      the Servicer to pay to Westpac from Gross Principal
                    Collections received by the Servicer,

          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.

     (b)  The Servicer will, at the end of each Collection Period, notify the
          Trust Manager of the amounts calculated by the Servicer under clauses
          6.2(a)(iv) and 6.2(a)(v).

     (c)  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 equal to

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          the amount which the Trustee is permitted to draw under clause 3.1(c)
          of the Redraw Facility.

     (d)  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.

     (e)  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.

6.4  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 6.13, 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.

6.5  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 on the Payment Date.  The
          Trust Manager must deal with the amount so deposited in accordance
          with this clause 6.

6.6  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

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     (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.

6.7  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.

6.8  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 the Servicer or Westpac (as the case may
          be) 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 6; and

          (ii) make the applications and reinstatements required or contemplated
               by this clause 6,

          in each case, under and in accordance with this clause 6.

6.9  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.

6.10 Total Payments

     (a)  Subject to paragraph (b) and clause 6.17, on each Payment Date, and
          based on the calculations and instructions provided to it by the Trust
          Manager under clause 6.2(b), the Trustee must pay out of Total

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          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, in relation to the first Collection Period, an amount
                equal to any Accrued Interest Adjustment required to be paid to
                the Approved Sellers (the Trustee acknowledges and agrees that
                it has no entitlement to the moneys comprising the Accrued
                Interest Adjustment);

          (ii)  second, 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 6.10 (in the
                order of priority set out in the definition of Trust Expenses);

          (iii) third, pari passu and ratably 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,

                     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 ratably as between themselves:

                (A)  the RFS Coupon on all RFSs at that date;

                (B)  the payment to the Currency Swap Providers under any
                     Confirmations relating to the Class A Notes of the A$ Class
                     A Coupon Amount at that date;

                (C)  the RFS Class A Coupon on all RFS Class A Notes at that
                     date;

                (D)  any fee payable by the Trustee under the Redraw Facility
                     Agreement; and

          (vi)  sixth, the payment to the Class B Noteholders of the Class B
                Coupon as at that date.

     (b)  The Trustee shall only make a payment under any of sub-paragraphs
          (a)(i) to (a)(vi) 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 6.10(a)(ii), if any Trust Expenses
          are, or are to be, denominated in US$, the Trustee may, at the
          direction of the Trust Manager, convert those Trust Expenses to US$.

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

6.11 Excess Available Income - reimbursement of Charge Offs and Principal Draw

     (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 Stated Amount of RFSs,
                the Stated Amount of the RFS Class A Notes, the Principal
                Outstanding and the A$ Equivalent of the Stated Amount of the
                Class A Notes):

                (A)  as a payment to the holders of the RFSs in or towards
                     reinstating the Stated Amount of the RFSs, to the extent of
                     any Carryover RFS Charge Offs;

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

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

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

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

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

          Any amount applied pursuant to sub-paragraphs (i) to (iv) (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 (iii) 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)(iv) inclusive to the extent that any Excess Available

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          Income remains from which to make the payment after amounts with
          priority to that payment have been distributed.

6.12 Excess Collections Distribution

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

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

6.13 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 6.2(b), 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;

          (iii) third, to allocate to Total Available Funds any Principal Draw
                calculated in accordance with clause 6.4; and

          (iv)  fourth, to repay all amounts outstanding under each RFS Series
                in the following order of priority:

                (A)  first, pari passu against outstanding RFSs at that Payment
                     Date from the RFS Series with the oldest issue date at that
                     Payment Date, until those RFSs are repaid in full;

                (B)  second, pari passu the balance against outstanding RFSs at
                     that Payment Date from the RFS Series with the next oldest
                     issue date at that Payment Date, until those RFSs are
                     repaid in full; and

                (C)  thereafter, pari passu the balance against outstanding RFSs
                     under further applications of paragraph (B) until either
                     all RFSs are repaid in full or there are no further amounts
                     available for distribution under this clause 6.13.

     (b)  The Trustee shall only make a payment under any of sub-paragraphs
          (a)(i) to (a)(iv) 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.

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6.14 [Principal Payments - Sequential Method

     (a)  If on any Determination Date neither clause 6.15 nor clause 6.16
          applies, the Trustee must (subject to paragraph (b)), based on the
          instructions given to it by the Trust Manager, 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 (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 Australian dollars, to the
                     Currency Swap Providers under any Confirmations relating to
                     the Class A Notes, of an amount equal to the lesser of:

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

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

                (B)  as a payment, denominated in Australian dollars, to the RFS
                     Class A Noteholders an amount equal to the lesser of:

                     (1)   the RFS Class A Forex Percentage of the amount
                           available for distribution under this subparagraph
                           (ii) after all Initial Principal Distributions; and

                     (2)   the RFS Class A Stated Amounts for all RFS Class A
                           Notes; 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 Class B Stated Amounts for all Class B Notes.

     (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.

6.15 Principal Payments - Serial Method prior to third anniversary (procedure 1)

     (a)  If on any Determination Date:

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          (i)   the Subordinated Percentage at the previous Determination Date
                was greater than or equal to twice the Initial Subordinated
                Percentage; and

          (ii)  that Determination Date occurs on or before the third
                anniversary of the Closing Date; and

          (iii) 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

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

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

          (v)   the US$ Equivalent of the Stated Amounts of all Class B Notes as
                at that Determination Date exceeds the aggregate of:

                (A)  the US$ Equivalent of the Initial Invested Amounts of all
                     Class A Notes and Class B Notes; and

                (B)  the US$ Equivalent of the Invested Amount of all RFS Class
                     A Notes,

                as at that Determination Date multiplied by 0.25%,

          then the Trustee must (subject to paragraph (b)), based on the
          instructions given to it by the Trust Manager, 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:

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

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

                (1)  as a payment, denominated in Australian dollars, to the
                     Currency Swap Providers under any Confirmations relating to
                     the Class A Notes, of an amount equal to the lesser of:

                     (a)  the Class A Forex Percentage of the sum of:

                          (i)   the Class A Percentage of Principal Collections
                                remaining after all Initial Principal
                                Distributions; and

                          (ii)  50% of the Class B Percentage of those Principal
                                Collections; and

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

                (2) as a payment denominated in Australian dollars to the RFS
                    Class A Noteholders of an amount equal to the lesser of:

                    (a)   RFS Class A Forex percentage of the sum of:

                          (i)   the Class A Percentage of Principal Collections
                                remaining after all Initial Principal
                                Distributions; and

                          (ii)  50% of the Class B Percentage of those Principal
                                Collections; and

                    (b)   the RFS Class A Stated Amounts for all RFS Class A
                          Notes; and

          (C)   third, as a payment to the Class B Noteholders of an amount
                equal to 50% of the Class B Percentage of those Principal
                Collections remaining after all Initial Principal Distributions.

     (b)  The Trustee shall only make a payment under sub-paragraphs (a)(A) to
          (a)(C) 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.

6.16 Principal Payments - Serial Method after third anniversary (procedure 2)

     (a)  If on any Determination Date:

          (i)   the Subordinated Percentage at the previous Determination Date
                was greater than or equal to twice the Initial Subordinated
                Percentage; and

          (ii)  that Determination Date occurs after the third anniversary of
                the Closing Date; and

          (iii) 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

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

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

          (v)   the US$ Equivalent of the Stated Amount of Class B Notes as at
                that Determination Date exceeds the aggregate of:

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                (A)  the US$ Equivalent of all Initial Invested Amounts of all
                     Class A Notes and Class B Notes; and

                (B)  the US$ Equivalent of the Invested Amount of all RFS Class
                     A Notes,

                as at that Determination Date, multiplied by 0.25%,

          then the Trustee must (subject to paragraph (b)), based on the
          instructions given to it by the Trust Manager, 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:

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

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

                (1)  as a payment, denominated in Australian dollars, to the
                     Currency Swap Providers under any Confirmations relating to
                     the Class A Notes, of an amount equal to the lesser of:

                     (a)  the Class A Forex Percentage of the Class A Percentage
                          of Principal Collections remaining after all Initial
                          Principal Distributions; and

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

                (2)  as a payment, denominated in Australian dollars to the RFS
                     Class A Noteholders, of an amount equal to the lesser of:

                     (a)  the RFS Class A Forex Percentage of the Class A
                          Percentage of those Principal Collections remaining
                          after all Initial Principal Distributions; and

                     (b)  the RFS Class A Stated Amounts for all RFS Class A
                          Notes; and

          (C)   third, as a payment to the Class B Noteholders of an amount
                equal to the Class B Percentage of those Principal Collections.

     (b)  The Trustee shall only make a payment under any of sub-paragraphs
          (a)(A) to (a)(C) 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.

6.17 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 A
          Coupon Amount, the Class B Coupon and Coupons payable with respect to
          RFSs and RFS Class A Notes, in each case in relation to that
          Collection Period, as follows:

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          (i)  the Remaining Liquidity Shortfall shall first reduce the Class B
               Coupon payable to the Class B Noteholders on the relevant Payment
               Date; and

          (ii) if the Class B Coupon payable on the relevant Payment Date
               relating to the Class B Notes has been reduced to zero and any
               Remaining Liquidity Shortfall remains, the excess Remaining
               Liquidity Shortfall shall reduce:

               (A)   the A$ Class A Coupon Amount payable to the Currency Swap
                     Providers;

               (B)   the RFS Coupon;

               (C)   the RFS Class A Coupon; and

               (D)   any draw fee 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 A Coupon Amount payable to a
          Currency Swap Provider on a Payment Date under clause 6.17(a) above,
          the Trust Manager on behalf of the Trustee shall on that Payment Date
          reduce the Class A Coupon for that Payment Date by the same proportion
          as the reduction in the A$ Class A Coupon Amount.

6.18 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

     (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 themselves (based on the Stated Amount of the RFSs, the
          Principal Outstanding, the Stated Amount of the RFS Class A Notes and
          the A$ Equivalent of the Stated Amount of the Class A Notes):

          (i)  the Class A Stated Amount on each of the Class A Notes by the US$
               Equivalent of the balance of that excess which is attributable to
               each Class A Note until the Class A Stated Amount of that Class A
               Note is zero (Class A Charge Offs);

          (ii) the RFS Class A Stated Amount on each of the RFS Class A Notes by
               the balance of that excess which is attributable to each RFS
               Class A Note until the RFS Class A Stated Amount

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                  of that RFS Class A Note is zero (RFS Class A Charge Offs);

          (iii)   the RFS Stated Amount on each of the RFSs by the balance of
                  that excess which is attributable to each RFS until the RFS
                  Stated Amount is zero (RFS Charge Offs); and

          (iv)    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).

6.19 Payments into US$ Account

     (a)  The Trustee shall direct each Currency Swap Provider to pay all
          amounts denominated in US$ payable to the Trustee by that Currency
          Swap Provider under the relevant Currency Swap 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 a Currency Swap Provider under the
          relevant Currency Swap they will promptly pay that amount to the
          credit of the US$ Account.

6.20 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 a Currency Swap Provider in
          relation to a payment by the Trustee:

          (i)     under clause 6.10(a)(v)(B), will be paid pari passu in
                  relation to Class A Notes as payments of Coupon on those Class
                  A Notes;

          (ii)    under clause 6.11(a)(ii)(C), will be paid pari passu in
                  relation to Class A Notes in or towards reinstating the Stated
                  Amount of those Class A Notes, to the extent of the Carryover
                  Class A Charge Offs;

          (iii)   under clause 6.14(a)(ii), 6.15(B)(1) or 6.16(B)(1), will be
                  paid pari passu to Class A Noteholders as Class A Principal
                  Payments until the Class A Stated Amounts have been reduced to
                  zero;

          (iv)    in relation to Trust Expenses, under clause 6.10 will be paid
                  to the relevant recipient of those Trust Expenses.

6.21 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

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          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 6.2(b), 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.

     (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.

6.22 Rounding of amounts

     In making the calculations required or contemplated by this clause 6, 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 6, half a cent
     being rounded upwards) or as otherwise required in this Series Notice.

6.23 Bond Factors

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

6.24 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.

6.25 Prescription

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

6.26 Replacement of Currency Swap

     (a)  If a Currency Swap is terminated, the Trustee may enter into one or
          more currency swaps which replace that Currency Swap (other than

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          by way of transfer under section 6(b) of that Currency Swap)
          (collectively a Replacement Currency Swap) but only on the condition
          that the Settlement Amount (as defined in that Currency Swap), if any,
          which is payable by the Trustee to that Currency Swap Provider on
          termination of that Currency Swap will be paid in full when due in
          accordance with this Series Notice and that Currency Swap.

     (b)  If the condition in paragraph (a) is satisfied, the Trustee may enter
          into the Replacement Currency Swap and if it does so it must direct
          the Replacement Currency Swap to pay any upfront premium to enter into
          the Replacement Currency Swap due to the Trustee directly to the
          relevant Currency Swap Provider in satisfaction of and to the extent
          of the Trustee's obligation to pay the Settlement Amount to that
          Currency Swap Provider as referred to in paragraph (a).  To the extent
          that such premium is not greater than or equal to the Settlement
          Amount the balance may be satisfied by the Trustee as a Trust Expense.

7.   Master Trust Deed
--------------------------------------------------------------------------------

7.1  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 [[*]% 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 calculated:

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

          (ii)   at the rate of [[*] % 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,

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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 of [[*]% per annum] 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 7.1, 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 7.1 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.

7.2  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.

8.   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 8) that Purchased
          Receivable from the Trust to a Warehouse Trust.  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 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, the Servicer and the Trustee if, at any time, the
          Trustee will be unable to obtain funds under any Warehouse Investment
          Agreements to enable transfers to be made under paragraph (a).

     (c)  If 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), neither the
          Servicer nor Westpac will allow any Obligor to increase the principal
          balance of any Purchased Receivable until sufficient funds are
          available under a Warehouse Investment Agreement.

9.   Transfers to Warehouse Trust
--------------------------------------------------------------------------------
     Subject to clause 10, 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.

10.  Substitution of Purchased Receivables
--------------------------------------------------------------------------------

10.1 Purchase from Warehouse Trust

     (a)  Subject to this clause 10, the Trust Manager may at any time determine
          whether any Warehouse Trust holds a Receivable and related Receivable
          Rights which complies with the requirements in clause 10.4 (a
          Replacement Receivable).

     (b)  If a Warehouse Trust does hold a Replacement Receivable, the Trust
          Manager may, subject to:

          (i)    the Master Trust Deed and the Series Notice for that Warehouse
                 Trust; and

          (ii)   this clause 10,

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          take such action as is required under the Master Trust Deed to procure
          the transfer of a Purchased Receivable and the relevant Receivable
          Rights (together, Release Receivable) from the Trust to the Warehouse
          Trust, and the transfer of the Replacement Receivable from the
          Warehouse Trust to the Trust (a Substitution).

     (c)  The transfer by the Trustee of a Release Receivable must be on terms
          that the relevant Warehouse Trust will pay to the Trust any
          Substitution Net Transfer Amount and, on the following Payment Date,
          any relevant interest adjustment.

10.2 Contents of direction

     A direction under clause 10.1 must specify:

     (a)  the Receivables of the Trust which are the subject of the
          Substitution;

     (b)  the Warehouse Trust which is to be involved in the Substitution;

     (c)  the Receivables of the relevant Warehouse Trust which are the subject
          of the Substitution; and

     (d)  the total Substitution Net Transfer Amount payable by the Warehouse
          Trust.

10.3 Conditions to direction

     The Trust Manager may only arrange a Substitution under clause 10.1, if:

     (a)  the relevant Release Receivable is not in Arrears;

     (b)  there is funding available under any relevant Warehouse Investment
          Agreement to meet any Substitution Net Transfer Amount payable by the
          Warehouse Trust in relation to the relevant Substitution; and

     (c)  the Unpaid Balance of all Purchased Receivables acquired by the Trust
          from the relevant Warehouse Trust is less than the Unpaid Balance of
          all Release Receivables transferred to the relevant Warehouse Trust.

10.4 Criteria for Replacement Receivable

     For the purposes of this clause 10, a Replacement Receivable must:

     (a)  have a maturity date no later than the date which is one year before
          the Maturity Date of the Notes (other than RFSs);

     (b)  have similar product features to one or more Purchased Receivables at
          that time;

     (c)  have an Unpaid Balance which is within A$30,000 of the Unpaid Balance
          of the relevant Release Receivable (whether greater or less than that
          amount);

     (d)  are otherwise suitable for substitution under this clause 10, in the
          Trust Manager's sole and absolute discretion; and

     (e)  be the subject of a Mortgage Insurance Policy from a Mortgage Insurer.

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     In making a determination under paragraph (b), the Trust Manager may (but
     is not required to) have regard to whether the Replacement Receivables:

     (f)  are located in the same State or Territory as the relevant Release
          Receivable; and

     (g)  have the same or similar (by location) postcode as the relevant
          Release Receivable.

10.5 Consent of Designated Ratings Agency

     The Trust Manager must not procure the transfer of Receivables under this
     clause 10 unless it has received written confirmation from the Designated
     Rating Agency for each Class of Notes that the transfer would not result in
     a downgrading of the rating given to any relevant Note or the withdrawal of
     the rating of any relevant Note. The Trust Manager will provide a copy of
     that confirmation to the Trustee and the Note Trustee.

11.  Application of Threshold Rate
--------------------------------------------------------------------------------

11.1 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

     (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, the
     Servicer and Westpac of that Threshold Rate on the relevant Payment Date.

11.2 Setting Threshold Rate

     If the Servicer is notified of a Threshold Rate under clause 11.1, it will,
     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.

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11.3 Trustee Setting Threshold Rate

     If the Trustee does not receive notice from the Servicer under clause 11.2
     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.

12.  Beneficiary
--------------------------------------------------------------------------------

12.1 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 12.1.

          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 payment by the relevant Beneficiary of the issue
          price of the Unit specified below, issue a Unit by registering that
          Beneficiary's name in the register kept under this clause 12.  A
          failure by the Trust Manager to issue a Unit does not affect the
          Beneficiary's rights as beneficiary of the Trust under the Master
          Trust Deed and this Series Notice.

12.2 Residual Capital Unit

     (a)  The holder of the Residual Capital Unit is Westpac Banking Corporation
          (Westpac).

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

     (c)  The beneficial interest held by the holder of the Residual Capital
          Unit is limited to the Trust and each Asset of the Trust (other than
          any Asset of the Trust held on trust for the holders of Residual
          Income Units under clause 12.3) subject to and in accordance with the
          Master Trust Deed and this Series Notice.

     (d)  The holder of the Residual Capital Unit has no right to receive
          distributions in respect of the Trust other than the right to receive
          on the termination of the Trust the entire beneficial interest of the
          Trust subject to rights of holders of Residual Income Unit.  The
          Residual Capital Unit may not be redeemed at any other time or in any
          other way.

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     (e)  The Residual Capital Unit is not transferable.

12.3 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 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.

     (e)  Each Residual Income Unit is transferable in accordance with clause
          12.5.

12.4 Register

     (a)  The entitlement of any person to a Unit will be evidenced by
          registration in the register maintained under this clause 12.4 (the
          Register).

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

          (i)    The name and address of the holder of each Unit.

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

          (iii)  The date on which the holder of a Unit ceases to be registered
                 as the holder of that Unit.

          (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)  The holder of a Unit shall promptly notify the Trustee of any change
          of name or address and the Trustee will alter the Register
          accordingly.

     (d)  Without limiting clause 12.1, the interest of any holder in a Unit
          will be constituted by registration in the register.

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12.5 Transfer of Units

     (a)  (i)    The holder of a Unit 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 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
          12.5.

12.6 Limit on rights

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

13.  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 and BBB from Fitch and (so long as Class A Notes are
          outstanding) 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.

14.  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.

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15.  WST Warehouse Trust #1
--------------------------------------------------------------------------------

15.1 Direction under Warehouse Series Notice

     This direction is given under clause 5 of the WST Warehouse Trust #1 Series
     Notice.

15.2 Direction

     The Trust Manager directs the Warehouse Trustee:

     (a)  to dispose of the Receivables that are from time to time specified in
          a Sale Notice prepared by the Trust Manager and given to the Warehouse
          Trustee;

     (b)  the trust that will acquire those Receivables is the Trust;

     (c)  the consideration to be paid by the Trust for the Receivable will be
          specified in the Sale Notice referred to in paragraph (a);

     (d)  the proposed date of disposal is [*]; and

     (e)  the Warehouse Investor has agreed to the consideration to be paid by
          the Trust.

16.  Servicer Representations
--------------------------------------------------------------------------------

     The Servicer makes the following representations and warranties for the
     benefit of the Trustee in relation to the Sale Notice referred to in clause
     15 and the Receivables, Receivable Rights and Related Securities referred
     to in that Sale Notice.

     (a)  (Eligible Receivable) As at the Cut-Off Date, each Receivable which is
          specified in that 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.

     (b)  (Receivable Securities) The Servicer has not done, or omitted to do,
          anything which would prevent each Receivable, Receivable Security and
          Related Security which is specified in that Sale Notice from being
          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.

     (c)  (Ownership) In relation to each Receivable Security which is specified
          in that Sale Notice the Servicer has not done, or omitted to do
          anything which would prevent the relevant Obligor(s) from being the
          sole legal owner of the relevant Mortgaged Property and registered as
          the sole proprietor(s) of the relevant Mortgaged Property.

     (d)  (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

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          Receivable. The sale of each such Receivable to the Trustee is not
          contrary to the relevant Mortgage Insurance Policy. The Servicer has
          not done or omitted to do anything which might prejudicially affect or
          limit 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.

     (e)  (Solvency of Mortgage Insurers)  The officers of the Servicer 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.

     (f)  (Selection process) There is no fraud, dishonesty, material
          misrepresentation or negligence on the part of the Servicer in
          connection with the selection and offer to the Trustee of any
          Receivables or related Receivable Securities which is specified in
          that Sale Notice.

     (g)  (Relevant Documents)  The Servicer holds in its possession or control
          all Relevant Documents that relate to the Receivables and the related
          Receivable Securities which are specified in that Sale Notice
          necessary to enforce the provisions of and the security created by the
          relevant Receivable Securities.

     (h)  (No recision, etc)  As at the Cut-Off Date, none of the Receivables or
          Receivable Securities which are specified in that 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.

     (i)  (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 Servicer has not done, or omitted to do
          anything which would render the interest rate for each such Receivable
          subject to any limitation, or to any consent, additional memoranda or
          other writing 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 the that Obligor in accordance with the terms of
          the relevant Receivable or Receivable Security.

     (j)  (Assignability) All consents required in relation to the assignment of
          the Receivables and the related Receivable Rights specified in that
          Sale Notice have been obtained. Those Receivables and Receivable
          Rights are assignable.

     (k)  (Servicing) Each relevant Receivable referred to in the Sale Notice
          and each Receivable Security and Related Security has been serviced by
          the Servicer in accordance with the Servicing Agreement, the Servicing
          Agreement Series 1997-2 Amendment Agreement dated 23

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          April 1997, the Servicing Agreement Series 1997-3 Amendment Agreement
          dated 25 June 1997 and the Servicing Agreement Series 1997-4E
          Amendment Agreement dated 29 September 1997 and the Servicing
          Agreement Series 1998-1G Amendment Agreement dated 10 June 1998 from
          the time of its transfer from Westpac to the Series 1997-1 WST Trust,
          the Series 1997-2 WST Trust, the Series 1997-3 WST Trust, the Series
          1997-4E WST Trust or the Series 1998-1G WST Trust, as the case may be,
          until the Closing Date. That servicing includes, without limitation,
          ensuring compliance with the Consumer Credit code in connection with
          servicing the Receivables and Receivable Securities where failure to
          do so would have an Adverse Effect.

     (l)  (Ordinary course of business) Between the Cut-Off Date and the Closing
          Date, the Servicer dealt with the Receivables and the Receivable
          Securities specified in the Sale Notice in the ordinary course of its
          business.

17.  Warehouse Trustee Representations
--------------------------------------------------------------------------------

     The Warehouse Trustee makes the following representations and warranties
     for the benefit of the Trustee in relation to the Sale Notice referred to
     in clause 15 and the Receivables, Receivable Rights and Related Securities
     referred to in that Sale Notice.

     (a)  (Quality of Title) It has good title to the Receivables and the
          related Receivable Rights specified in that Sale Notice. Those
          Receivables and the related Receivable Rights, together with the
          interest of the Warehouse Trustee under the Relevant Documents, are
          owned by it free and clear of any Security Interest other than a
          Security Trust Deed given by the Warehouse Trustee in favour of the
          Security Trustee. That Security Trust Deed created only a floating
          charge over those Receivables and related Receivable Rights.

     (b)  (Receivable Securities) The Warehouse Trustee has not done anything,
          during the period within which the Warehouse Trustee was trustee of
          the Receivables and the related Receivable Rights specified in that
          Sale Notice, which would prevent each Receivable, Receivable Security
          and Related Security which is specified in that Sale Notice from being
          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.

     (c)  (Set Off) The Warehouse Trustee has not done anything, during the
          period within which the Warehouse Trustee was trustee of the
          Receivables and the related Receivable Rights specified in that Sale
          Notice, which would render, once equitably assigned to the Trustee,
          any Receivable or Receivable Right which is specified in that Sale
          Notice subject to any right of rescission, set off, counterclaim or
          similar defence, nor to render any Receivable or Receivable Right

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          which is specified in that Sale Notice subject to, or affected by, any
          interest off-set arrangement or right.

     (d)  (Security Interest) The sale, transfer and assignment of the Warehouse
          Trustee's interest in the Receivables and the related Receivable
          Rights which are specified in that Sale Notice, will not constitute a
          breach of any Relevant Document or the Warehouse Trustee's obligations
          or a default by the Warehouse Trustee under any Security Interest.

     (e)  (Solvency)  The Warehouse Trustee is solvent.

18.  Note Trustee
--------------------------------------------------------------------------------

18.1 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.

18.2 Exercise of rights

     (a)  The rights, remedies and discretions of the Class A 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 may only be exercised by
          the Note Trustee on behalf of the Class A Noteholders in accordance
          with the Note Trust Deed.

     (b)  The Class A Noteholders may only exercise enforcement rights in
          respect of the Mortgaged Property through the Note Trustee and only in
          accordance with the Transaction Documents.

18.3 Representation and warranty

     The Note Trustee represents and warrants to each other party to this Series
     Notice that it has power under the Note Trust Deed to enter into the
     Transaction Documents and to exercise the rights, remedies and discretions
     of, and to vote on behalf of the Noteholders.

18.4 Payments

     Any payment to be made to the 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 Agency Agreement and the Note Trust Deed.

19.  Westpac Undertakings
--------------------------------------------------------------------------------

19.1 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

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     the Trustee) against amounts owed by the Trustee to Westpac (in any
     capacity) under any Transaction Document.

19.2 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).

19.3 Notification of Trust

     If the Trustee is notified of an Action under clause 19.2, 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).

20.  Redemption
--------------------------------------------------------------------------------

     (a)  For the purposes of clause 8.9 of the Master Trust Deed and the
          relevant Condition 5(n), the Trustee may only redeem Class A Notes
          under Condition 5(n) at the direction of the Trust Manager.

     (b)  The Trust Manager may give a direction under paragraph (a) in its
          absolute discretion in accordance with Condition 5(n), except that the
          Trust Manager may only give that direction to the extent that funds
          are available under the relevant Warehouse Investment Agreement to
          acquire the Purchased Receivables to enable redemption of the Class A
          Notes.

21.  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.



EXECUTED as a deed in New South Wales.

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.




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TRUSTEE/WAREHOUSE TRUSTEE

SIGNED SEALED and DELIVERED)
on behalf of               )
WESTPAC SECURITIES         )
ADMINISTRATION 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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SERVICER

SIGNED SEALED and DELIVERED)
on behalf of               )
THE MORTGAGE COMPANY PTY   )
LIMITED                    )
by its attorney            )
in the presence of:        )
                                                  ______________________________
                                                  Signature

____________________________                      ______________________________
Witness                                           Print name

____________________________
Print name


AN APPROVED SELLER/WAREHOUSE INVESTOR

SIGNED SEALED and DELIVERED)
on behalf of               )                      ______________________________
WESTPAC BANKING            )                      Signature
CORPORATION                )
by its attorney            )                      ______________________________
in the presence of:        )                      Print name
                           )
                           )                      ______________________________
                                                  Signature

____________________________                      ______________________________
Witness                                           Print name

____________________________
Print name




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NOTE TRUSTEE

SIGNED SEALED and DELIVERED)
on behalf of               )
[*]                        )
by its attorney            )
in the presence of:        )
                                                  ______________________________
                                                  Signature

____________________________                      ______________________________
Witness                                           Print name

____________________________
Print name





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SCHEDULE

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 situated in Australia which is or will be registered
     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 (as defined below) 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 $750,000;

(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 14;

(l)  is not governed or regulated by the Credit Act 1984 (NSW) (or the
     corresponding legislation for any other Australian jurisdiction) or any
     rural, primary production, moratorium or mediation legislation, other than
     the Consumer Credit Legislation;

(m)  is not a Loan with an interest only payment type and a bullet principal
     repayment at the end of the interest only period; and

(n)  the relevant Obligor in respect of which is a resident of Australia.

For the purpose of this schedule:

LVR means the outstanding amount of the Loan, plus any other amount secured by
any Mortgage for that Loan or related Loans, at the date of determination
divided by the aggregate value of the Mortgaged Property subject to the related
Mortgage for that Loan, expressed as a percentage.


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ANNEXURE A

[WST SERIES [*] TRUST]
AMENDMENTS TO MASTER TRUST DEED
--------------------------------------------------------------------------------

GENERAL

     (a)  All references in the Master Trust Deed to the wilful default of the
          Trustee in each of clauses 8.4(f), 8.4(g), 8.4(h), 24.1(c), 24.8,
          24.10(a), 33.9, 33.10, 33.12(b), 33.13, 33.14(a), 33.14(b), 33.14(c),
          33.17(b), 33.17(c), 33.17(d), 33.17(e), 33.18(h) and in Schedule 2 are
          replaced by the words breach of trust and in clause 12.1(l) the words
          wilful default are deleted.

     (b)  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".

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 A-1+ from S&P, P-1
          from Moody's and F-1/+/ from Fitch; 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 A-1 or better from S&P, P-1 or better from Moody's and F-1 or
     better from Fitch."

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 A-1+ (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 and a rating of AAA
          (long term) or F-1/+/ (short term) (as the case may be) from Fitch to
          be an Authorised Investment for the Trust; and

     (b)  paragraph (h)(i) is deleted and replaced with the following:

          "included within the definition of pool of mortgages in the Duties Act
          1997 of New South Wales; and".

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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."

CLAUSE 1.1 - Expenses

     For the purposes of the definition of Expenses in clause 1.1 of the Master
     Trust Deed, 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 DTC 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 by Registered Noteholders duly convened and
          held in accordance with the provisions contained in clause 17 and by
          Class A Noteholders in accordance with the Note Trust Deed by a
          majority consisting of not less than 75% calculated as follows:

          (A x I) + (U)
          -------------
                T

          Where:  A =  the percentage of Registered Noteholders voting in favour
                       of the resolution;

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               I =  the US$ Equivalent of the Invested Amount of all Registered
                    Notes;

               U =  the aggregate Invested Amount of the Class A Noteholders who
                    voted in favour of the resolution

               T =  the Total Invested Amount.

CLAUSE 1.1 - Fitch

     For the purpose of clause 1.1 of the Master Trust Deed, a new definition is
     inserted as follows:

     "Fitch means Fitch IBCA, Inc."

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."

CLAUSE 1.1 - Rating Agency

     For the purpose of the definition of Rating Agency in clause 1.1 of the
     Master Trust Deed, the word ", Fitch" is inserted after the word "S&P".

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 inclusive 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 1.2

     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."

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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."

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 or the Warehouse Trustee 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 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

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            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.

     (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.

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     (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 the 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.

     Westpac also makes the following representations and warranties in relation
     to the Receivables and Receivable Rights referred to in the Sale Notice
     given by the Warehouse Trustee:

     (i)    (Sale to earlier Series) Those Receivables and Receivable Rights
            were assigned by Westpac to either the Series 1997-1 WST Trust, the
            Series 1997-2, the Series 1997-3 WST Trust, the Series 1997-4E WST
            Trust or the Series 1998-1G WST Trust.

     (ii)   (Representations and Warranties) At the time of those assignments
            Westpac gave the same representations and warranties to the trustee
            of the Series 1997-1 WST Trust, the Series 1997-2 WST Trust, the
            Series 1997-3 WST Trust, the Series 1997-4E WST Trust or the 1998-1G
            WST Trust, as the case may be, in relation to those Receivables and
            Receivable Rights as it has given to the Trustee in relation to the
            Sale Notice given by Westpac to the Trustee. The only difference is
            that in relation to the sale to the trustee of the Series 1997-1 WST
            Trust Westpac did not represent and warrant that on transfer to the
            trustee of the Series 1997-1 WST Trust of equitable title to a
            Purchased Receivable, the Trustee will have the benefit of

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            the relevant Mortgage Insurance Policy for that Receivable. That
            representation and warranty is given by the Servicer in clause 16(d)
            of this Series Notice.

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.

     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 Class A Note relating to the Trust, that
                  Class A 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
            Class A Note) the Note Trust Deed and the relevant Conditions.

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     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)   Class A Notes will be in registered form in respect of Book-
                  Entry Notes and will be in bearer or registered form in
                  respect of Definitive Notes, provided that there will be no
                  bearer notes issued in the United States of America.

     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 Class A Notes, the Note Trust Deed and the
                  relevant Conditions.

            (b)   This Series Notice is binding on the Trust Manager, the
                  Trustee, the Note 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 Class A 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.

     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

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           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 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 standard United States
           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

     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.

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 maybe)" 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.

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     "(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 Class A Notes only, the Trustee shall issue those
           Class A 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 the Master Trust Deed and this Series Notice, there shall be no
     restriction on the transfer of Notes.

     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 excluded


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                 offer or an excluded invitation for the purposes of the
                 Corporations Law.

     (b)    A Noteholder must not transfer any Class A Notes except in
            accordance with the Financial Services Act 1986 (UK) and all
            regulations made under or in relation to that Act and the Public
            Offers of Securities Regulations 1995 and in accordance with the
            provisions of clause 3.6 of the Note Trust Deed.

     (c)    None of the Trustee, the Trust Manager, the Servicer or an Approved
            Seller is liable to any Noteholder in relation to a breach by that
            Noteholder of paragraph (b).

     14.3   Form of transfer

     Every transfer of Registered Notes shall be effected by a Note Transfer.

     14.4   Execution of Note Transfer

     Every Note Transfer shall be duly completed and executed by the transferor
     and transferee.

     14.5   Stamping of Note Transfer

     Every Note Transfer lodged with the Trustee shall be duly stamped (if
     applicable).

     14.6   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.

     14.7   Registration of Transferee as Registered 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.

     14.8   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.

     14.9   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.

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     14.10  No fee for registration of a Note Transfer

     No fee shall be charged for the registration of any Note Transfer.

     14.11  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.

     14.12  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
            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.

     14.13  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).

     14.14  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 Registered Notes
            and the

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            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.

     14.15  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.

     14.16  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.

     14.17  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

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     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.

     14.18  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.

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     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
     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;

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     (d)    (Conversion Date) the date on which each RFS was converted to an RFS
            Class A Note under clause 5.4 of this Series Notice;

     (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 or
            Class of Registered Notes from time to time;

     (g)    (Stated Amount) the Stated Amount of each Registered Note or Class
            of Registered Notes from time to time;

     (h)    (Series) details of relevant Classes of Registered Notes;

     (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);

     (o)    (details) where applicable, Payment Dates, Principal Repayment
            Dates, Maturity Dates and 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;

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     (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.

     16.5   Closing of Register

     The Trustee may:

     (a)    without prior notice to the Noteholders close the Register in clause
            16.1:

            (i)    in relation to all Notes (other than with respect to the
                   conversion of RFSs under clause 5.4), each period from the
                   close of business (Sydney time) on the Business Day preceding
                   each Payment Date to close of business on that Payment Date;

            (ii)   in relation to the conversion of RFSs under clause 5.4, each
                   period from the close of business (Sydney time) on the day
                   which is 5 Business Days before the proposed conversion date
                   to close of business on that conversion date; or

            (iii)  when required for the Auditor to conduct any audit in
                   relation to the Trust; or

     (b)    with prior notice to each Noteholder who holds a Registered Note,
            close the Register for other periods not exceeding 30 days (or 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.

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     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 breach of trust.

     16.9   Trust Manager must provide information

     The Trust Manager must provide the Trustee and any person appointed in
     accordance with clause 21.4 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.

     17.    DETERMINATIONS BY NOTEHOLDERS

     17.1   Class A Noteholders

     (a)    Any proposal requiring the consent of Class A 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 Class A 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

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            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 any Class of Registered Noteholders of a Trust 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 Registered Note
                   Transfer in the period of 2 Business Days prior to the
                   meeting;

            (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

            (V)    (additional information) such additional information as the
                   person giving the notice thinks fit.

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     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

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            which he or she may be entitled as a Registered Noteholder or as a
            Representative.

     (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.

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     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 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 Law 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 (and in particular any
            power of the Registered Note Trustee of Bearer Registered

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            Noteholders to override the decisions of Registered Noteholders), 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;

            (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

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            (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.

     17.15  Written resolutions

     Notwithstanding the preceding provisions of this clause 17, a resolution of
     the Registered Noteholders or 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 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

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            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 hand belonging to the Trust or payable to the Trust
     by the Trust Manager.

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 [*] (or another similar
     electronic reporting service, in the case of Class A Notes approved by the
     Note Trustee and notified to Class A Noteholders) of summary pool
     performance data for that Trust in a format similar 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 Class A Notes. In the case of the Class A
     Notes, this includes:

     (a)    details of the Class A Notes (including the then Stated Amount,
            Coupon Rate, relevant Coupon, the relevant Payment Date, the Initial
            Invested Amount and the then Invested Amount);

     (b)    the Class A Bond Factor; 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).

     (a)    (clearing systems) to lodge Notes, or arrange for Notes to be
            lodged, with DTC, or a depositary for DTC;

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     (b)    (currency conversion) convert currencies on such terms and
            conditions as the Trust Manager thinks fit and that are acceptable
            to the Trustee acting reasonably;

     (c)    (stock exchange) list and maintain the listing of the Notes on any
            stock exchange;

     (d)    (Note Trustee) appoint a note trustee in respect of a relevant
            Trust;

     (e)    (Paying Agents) appoint paying agents in respect of a relevant
            Trust; and"

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 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 Class A Noteholders shall
            be deemed to be duly given or made if given or made in accordance
            with the relevant Condition 12.

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CLAUSE 35 - PAYMENTS GENERALLY

     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 Class A
            Note shall be made in accordance with 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;

     (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 Class A
            Note, and a good discharge to the Trustee, the Trust Manager or the

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            Servicer (as the case may be) in relation to that Class A 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.

     (b)    (Interest Withholding Tax - Registered Notes) 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.

     (c)    (Interest Withholding Tax - Class A Notes) Payments on Class A Notes
            by or on behalf of the Trustee will be made subject to deduction for
            any Interest Withholding Tax and all other withholdings and
            deductions referred to in Condition 7 of the Class A Notes.

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Series [*] WST Trust Series Notice                         Allen Allen & Hemsley
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     (d)    (Tax file numbers) The Trustee or any person making payments on
            behalf of the Trustee will be required to deduct tax-at-source on
            interest payments on any Registered Note to each Noteholder who has
            or is required to have a Tax File Number at the highest personal
            marginal tax rate unless the Trustee receives from such Registered
            Noteholder the Tax File Number of that Registered Noteholder or
            evidence of any exemption the Registered Noteholder may have from
            the need to advise the Trustee of a Tax File Number. The Tax File
            Number or appropriate evidence (as the case may be) must be received
            by the Trustee not less than ten Business Days prior to the relevant
            payment date. The Trustee, or any person making any payments on
            behalf of the Trustee, is entitled to deduct any such tax-at-source
            required to be paid by it in relation to Registered Notes at that
            highest personal marginal tax rate if no Tax File Number is
            provided.

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