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                                                                    EXHIBIT 10.1


                                                   Westpac Securitisation Trusts
                                                             Servicing Agreement



                                                     Westpac Banking Corporation
                                                                       (Westpac)



                                       Westpac Securities Administration Limited
                                                                       (Trustee)


                                   Westpac Securitisation Management Pty Limited
                                                                 (Trust Manager)







                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                             Tel  61 2 9230 4000
                                                             Fax  61 2 9230 5333
                                                                  www.aar.com.au



                                       (C) Copyright Allens Arthur Robinson 2001
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Westpac Securitisation Trusts Servicing                                       +
Agreement                                                Allens Arthur Robinson

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Table of Contents

1.    Definitions and interpretation                                         1
      1.1      Definitions                                                   1
      1.2      Interpretation                                                3
      1.3      Limitation of Trustee's Liability                             4
      1.4      Series Notice                                                 5

2.    Appointment of Servicer                                                5
      2.1      Appointment                                                   5
      2.2      General duties and standard of care                           5
      2.3      Powers                                                        5
      2.4      Records                                                       6
      2.5      Servicer's power to delegate                                  6
      2.6      Servicer's power to subcontract                               6
      2.7      Servicer's power to appoint advisers                          7
      2.8      Legal title                                                   7
      2.9      License to enter Premises                                     7

3.    Duties and responsibilities of the Servicer as custodian               7
      3.1      General                                                       7
      3.2      Locate and Access                                             8
      3.3      Audit                                                         8
      3.4      Transfer of Custody                                           9

4.    Undertakings                                                           9
      4.1      Servicing Undertakings                                        9
      4.2      Westpac Undertakings                                         11
      4.3      Westpac's power to delegate                                  13
      4.4      Adverse Effect                                               13

5.    Procedures manual                                                     13
      5.1      Trustee bound by acts of Servicer                            13
      5.2      No liability for compliance                                  14
      5.3      Amendments to Procedures Manual                              14

6.    Collection and remittance of moneys                                   14
      6.1      Collection of moneys                                         14
      6.2      Remittances                                                  15
      6.3      Remittances to Trustee                                       15
      6.4      Payments and Computations, etc.                              15
      6.5      Report by Servicer                                           16
      6.6      No Right of Set-Off                                          16

7.    Servicer fees                                                         16
      7.1      Fee                                                          16
      7.2      Expenses of Servicer and Westpac                             16

8.    Termination                                                           17
      8.1      Expiry of Term                                               17

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      8.2      Servicer Transfer Event                                      17
      8.3      Resignation                                                  17
      8.4      Survival                                                     17
      8.5      Release of outgoing Servicer                                 18
      8.6      New Servicer to execute deed                                 18
      8.7      Settlement and discharge                                     18

9.    Indemnity                                                             18
      9.1      Indemnity                                                    18
      9.2      Limitation of liability                                      19
      9.3      No liability for acts of certain persons                     19
      9.4      No liability for loss etc                                    19
      9.5      Method of claiming under indemnity                           19
      9.6      Time of Payment                                              20

10.   Representations and warranties                                        20
      10.1     Representations and Warranties                               20
      10.2     Reliance                                                     20
      10.3     Survival of Representations and Indemnities                  20

11.   Westpac and the Servicer may act as banker                            20

12.   Administrative provisions                                             20
      12.1     Notices                                                      20
      12.2     Governing Law and Jurisdiction                               21
      12.3     Assignment                                                   21
      12.4     Amendment                                                    21
      12.5     Severability Clause                                          21
      12.6     Costs and Expenses                                           21
      12.7     Waivers:  Remedies Cumulative                                21

Schedule 1                                                                  25
      RECEIVABLES REGISTER INFORMATION                                      25

SCHEDULE 2                                                                  26
      AUDIT                                                                 26


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Date                                                          2001
-------------
Parties
-------------

     1.   WESTPAC BANKING CORPORATION (ARBN 007 457 141) incorporated in New
          South Wales of 60 Martin Place, Sydney in its capacity as an Approved
          Seller (Westpac);

     2.   WESTPAC SECURITIES ADMINISTRATION LIMITED (ACN 000 049 472)
          incorporated in New South Wales of Level 9, 66 Pitt Street, Sydney
          (the Trustee); and

     3.   WESTPAC SECURITISATION MANAGEMENT PTY LIMITED (ACN 081 709 211)
          incorporated in the Australian Capital Territory, of Level 25, 60
          Martin Place, Sydney, NSW (the Trust Manager).

Recitals
-------------

     A    The Trustee wants to retain the services of the Servicer to manage the
          Receivables in relation to certain Trusts and provide custodial
          services in relation to the Relevant Documents.

     B    The Trustee wants Westpac, in its capacity as an Approved Seller, to
          undertake various matters in relation to the Receivables and
          Receivable Rights that it sells to the Trustee for so long as Westpac
          holds legal title to those Receivables and Receivable Rights.

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It is agreed as follows.

1.   Definitions and interpretation
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1.1  Definitions

     In this agreement, terms defined in the Master Trust Deed or a Series
     Notice in relation to a Relevant Trust have the same meaning and the
     following definitions apply unless a different meaning is given in a Series
     Notice in relation to a Relevant Trust or the context otherwise requires.

     Audit Date means a date not later than the first anniversary of the date of
     this agreement and every 12 months after that date during the Term.

     Custody Transfer Trigger means any of the following events:

     (a)  a Further Audit resulting in an adverse report;

     (b)  a Servicer Downgrade; or

     (c)  the Servicer is in default under a servicing agreement between it and
          any other person, and by reason of the default that other person
          removes any documents in the Servicer's custody under the servicing
          agreement where that person would otherwise not have been entitled to
          do so.


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     Eligible Servicer means any suitably qualified person whose appointment by
     the Trustee as Servicer under this agreement will not materially prejudice
     the interests of the Noteholders.

     Further Audit has the meaning given in Clause 3.3(c).

     Law means any statute, rule, regulation, ordinance, order or decree of any
     Governmental Agency, and includes, without limitation the Consumer Credit
     Code and the Code of Banking Practice.

     Master Trust Deed means the Master Trust Deed between the Trustee and The
     Mortgage Company Pty Limited dated 14 February 1997.

     Material Default means, with respect to a Receivable:

     (a)  a failure by an Obligor to pay any amount pursuant to the relevant
          Receivable which failure causes the Receivable to be in Arrears and
          which failure to pay continues for a period of 90 days; or

     (b)  the occurrence of an event of default, howsoever described (other than
          a failure by an Obligor to pay an amount under the relevant
          Receivable) under that Receivable or Receivable Security unless the
          Servicer reasonably determines that such event of default is of a
          minor or technical nature and will not result in an Adverse Effect.

     Premises means the Mortgage Processing Centre at 25 Pierson Street,
     Lockleys, South Australia or such other premises as the Servicer proposes,
     and the Trustee agrees to in writing (such agreement not to be unreasonably
     withheld where the proposed premises are to be used as a document vault,
     and those premises have security to a standard at least equal to the
     Mortgage Processing Centre).

     Procedures Manual means, in relation to a Portfolio of Receivables, those
     policies and procedures of Westpac or the Servicer (as the case may be)
     relating to the origination, management and enforcement of those
     Receivables, Receivable Securities and Related Securities as those policies
     and procedures are amended in accordance with this agreement, and applied
     from time to time in Westpac's or the Servicer's ordinary course of
     business (as the case may be).

     Receivable has the meaning in the Master Trust Deed, but relates only to
     Receivables held by the Trustee under a Relevant Trust.

     Receivable Securities has the meaning in the Master Trust Deed, but relates
     only to Receivable Securities held by the Trustee under a Relevant Trust.

     Receivables Register means a register of Receivables for each Trust and
     Warehouse Trust maintained by the Servicer and stored on computer disk or
     other electronic form. In relation to Mortgages it shall contain the
     information in respect of each Mortgage set out in Schedule 1.

     Record of Movements has the meaning given in Clause 3.1(c).

     Relevant Trust means a Trust in relation to which the Servicer has been
     appointed, and has agreed to act, as Servicer under Clause 2.1(a) and a
     Series Notice.

     Security Packet means, in relation to a Receivable, each packet of Relevant
     Documents relating to that Receivable.

     Security Packet Audit means, at any time, an inventory of Security Packets
     conducted by the Servicer to verify location of the Security Packets.

     Security Vault means any security document vault located on the Premises in
     which any Security Packets or Relevant Documents are stored.


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     Servicer means Westpac or any other person who accedes to the position of
     Servicer under clause 8.6.

     Services means the services provided or to be provided by the Servicer
     under this agreement.

     Servicer Transfer Event means the occurrence of any of the following:

     (a)  an Insolvency Event occurs with respect to the Servicer;

     (b)  the Servicer fails to pay any amount in accordance with any
          Transaction Document within 5 Business Days of receipt of a notice to
          do so from either the Trustee or Trust Manager;

     (c)  the Servicer fails to comply with any of its other obligations under
          any Transaction Document and such action has had, or, if continued
          will have, an Adverse Effect (as determined by the Trustee) and the
          Servicer does not remedy that failure within 30 days after the
          Servicer becomes aware of that failure by receipt of a notice from
          either the Trustee or the Trust Manager;

     (d)  any representation, warranty or certification made by the Servicer is
          incorrect when made and is not waived by the Trustee or remedied to
          the Trustee's reasonable satisfaction within 90 days after notice from
          the Trustee, and the Trustee determines that breach would have an
          Adverse Effect; or

     (e)  if it is unlawful for the Servicer to perform the Services.

     Term means the period from the date of this agreement until the earlier of:

     (a)  the date on which this agreement is terminated pursuant to Clause 8.2;

     (b)  the date which is one month after the Notes in relation to each
          Relevant Trust have been redeemed in full in accordance with the
          Transaction Documents and the Trustee ceases to have any obligations
          to any Creditor in relation to any Trust;

     (c)  the date on which the Trustee replaces the Servicer with an Eligible
          Servicer; and

     (d)  the date on which the Servicer is replaced after resigning under
          Clause 8.3.

1.2  Interpretation

          The provisions of clause 1.2 of the Master Trust Deed apply to this
          agreement, as if set out in full, and on the basis that a reference in
          Clause 1.2(e) or (f) to "this Deed" is a reference to this agreement.

1.3  Limitation of Trustee's Liability

     (a)  Clause 33 of the Master Trust Deed applies to the obligations and
          liabilities of the Trustee under this agreement.

     (b)  The Trustee enters into this agreement only in its capacity as trustee
          of each Relevant Trust and in no other capacity. A liability arising
          under or in connection with this agreement can be enforced against the
          Trustee only to the extent to which it can be satisfied out of
          property of the Relevant Trust out of which the Trustee is actually
          indemnified for the liability. This limitation of the Trustee's
          liability applies despite any other provision of this agreement (other
          than Clause 1.3(d)) and extends to all liabilities and obligations of
          the Trustee in any way connected with any representation, warranty,
          conduct, omission, agreement or transaction related to this agreement.


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     (c)  The parties other than the Trustee may not sue the Trustee personally
          or seek the appointment of a liquidator, administrator, receiver or
          similar person to the Trustee or prove in any liquidation,
          administration or arrangement of or affecting the Trustee.

     (d)  The provisions of this Clause 1.3 shall not apply to any obligation or
          liability of the Trustee to the extent that obligation or liability is
          not satisfied because:

          (i)  under the trust deed establishing the Trust; or

          (ii) by operation of law,

          there is a reduction in the extent, or extinguishment, of the
          Trustee's indemnification out of the assets of the Relevant Trust, as
          a result of the Trustee's fraud, negligence or breach of trust.

     (e)  It is acknowledged that the Trust Manager of the Relevant Trust is
          responsible under the Master Trust Deed and the Series Notice for the
          Relevant Trust for a variety of obligations relating to the Trust,
          including under this agreement. No act or omission of the Trustee
          (including any related failure to satisfy its obligations under this
          agreement) will be considered fraud, negligence or breach of trust of
          the Trustee for the purpose of Clause 1.3(d) to the extent to which
          the act or omission was caused or contributed to by any failure by the
          Trust Manager or the Servicer or any other person properly appointed
          by the Trustee, the Trust Manager or the Servicer to fulfil its
          obligations relating to the Relevant Trust or by any other act or
          omission of the any other person properly appointed by the Trustee,
          the Trust Manager or the Servicer.

     (f)  No attorney, agent, receiver or receiver and manager appointed in
          accordance with this agreement 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 Clause
          1.3(d).

1.4  Series Notice

     This agreement is subject to the Series Notice for each Relevant Trust. In
     case of any inconsistency, the Series Notice shall prevail.

2.   Appointment of Servicer

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2.1  Appointment

     The Trustee appoints the Servicer to perform the Services during the Term
     for each Trust in relation to which the Servicer is specified as, and
     agrees to act as, the Servicer in the relevant Series Notice. By executing
     a Series Notice, the Servicer shall be taken to have accepted that
     appointment, and agreed to perform the Services in relation to that Trust
     in accordance with this agreement.

2.2  General duties and standard of care

     The Servicer shall manage and service the Receivables:

     (a)  in accordance with this agreement;

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     (b)  to the extent not provided in this agreement, in accordance with the
          applicable Procedures Manual as that is interpreted and applied by the
          Servicer in the ordinary course of its business; and

     (c)  to the extent not covered by Clauses 2.2(a) and (b), by exercising the
          degree of diligence and care expected of an appropriately qualified
          servicer of the relevant financial products and custodian of
          documents.

2.3  Powers

     Subject to Clauses 2.2, 4.1(g) and 4.4, the Servicer has the express power,
     among other things, to the extent such action will not cause an Adverse
     Effect (that is, an event which will materially and adversely affect the
     amount of any payment to be made to any Noteholder, or will materially and
     adversely affect the timing of such payment):

     (a)  to waive any fees and break costs which may be collected in the
          ordinary course of servicing the Receivables or arrange the
          rescheduling of interest due and unpaid following a default under any
          Receivables;

     (b)  in its discretion, to waive any right in respect of any Receivables
          and Receivable Securities in the ordinary course of servicing the
          Receivables and Receivable Securities (including in accordance with
          its normal collection procedures); and

     (c)  to grant an extension of maturity beyond 30 years from the date any
          Receivable that relates to a mortgage loan was made, when required to
          do so by Law or a Government Agency. The restriction on granting
          extensions that will not have an Adverse Effect shall not apply where
          the extension is required by Law or a Governmental Agency.

2.4  Records

     (a)  The Servicer will maintain the Data Base used by it as a master record
          of Receivables and Receivable Securities in relation to each Relevant
          Trust.

     (b)  Each Receivable will be electronically tagged so that all related
          Collections and performance statistics (the nature of which shall be
          as mutually agreed from time to time by the Servicer, the Trust
          Manager and the Trustee) for that Receivable can be readily
          identified.

2.5  Servicer's power to delegate

     Without in any way affecting the generality of the above, the Servicer may
     in carrying out and performing its duties and obligations contained in this
     agreement:

     (a)  (delegate to employees agent) delegate to any of its officers and
          employees all Services (whether or not requiring or involving the
          Servicer's judgment or discretion);

     (b)  (appoint attorneys or subcontract) appoint any person to be its
          attorney or agent or delegate to any person for such purposes and with
          such powers, authorities and discretions (not exceeding those vested
          in the Servicer) as the Servicer thinks fit, including with:

          (i)  power for the attorney or agent to sub-delegate any such powers,
               authorities or discretions;

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            (ii)  power to authorise the issue in the name of the Servicer of
                  documents bearing facsimile signatures of the Servicer or of
                  the attorney, agent or delegate (either with or without proper
                  manuscript signatures of their officers); and

            (iii) provisions for the protection and convenience of those dealing
                  with any such attorney, agent or delegate as they may think
                  fit; and

      (c)   (suspend agents and sub-agents) supersede or suspend any such
            attorney, agent or delegate for such cause or reason as the Servicer
            may in its sole discretion think sufficient with or without
            assigning any cause or reason and either absolutely or for such time
            as it may think proper,

      but despite any delegation or appointment under the above paragraphs of
      this clause, the Servicer shall remain liable for the performance of the
      Services in accordance with this agreement and for the acts or omissions
      of any officer, employee, attorney, agent, delegate, sub-delegate or
      sub-agent and shall be solely responsible for the fees and expenses of
      such officer, employee, attorney, agent, delegate, sub-delegate or
      sub-agent.

2.6   Servicer's power to subcontract

      Without in any way affecting the generality of the above, the Servicer may
      subcontract with any person for such purposes as the Servicer thinks fit.
      In particular, the Trustee and Trust Manager acknowledge that the Servicer
      may engage EDS (Business Process Administration) Pty Limited (ABN 81 095
      806 125) as a subcontractor in relation to all or some of the Servicer's
      duties and obligations under this agreement. Despite any subcontracting
      under this clause, the Servicer shall remain liable for the performance of
      the Services in accordance with this agreement and shall be solely
      responsible for the fees of any subcontractor engaged.

2.7   Servicer's power to appoint advisers

      In accordance with its ordinary course of business, the Servicer may
      appoint and engage and act upon the opinion, advice or information
      obtained from any valuers, solicitors, barristers, accountants, surveyors,
      property managers, real estate agents, contractors, qualified advisers and
      such other persons as may be necessary, usual or desirable for the purpose
      of enabling the Servicer properly to exercise and perform its duties and
      obligations under this agreement.

2.8   Legal title

      The Servicer agrees that upon being directed to do so by the Trustee
      following a Title Perfection Event for a Relevant Trust, it will promptly
      take all action to perfect the Trustee's legal title to the relevant
      Receivables and Receivable Securities by:

      (a)   giving written notice of the Trustee's interest to any Obligor or
            Mortgagor;

      (b)   registering any Transfer of Receivable Security;

      (c)   taking any other action required or permitted by law to perfect such
            legal title; and

      (d)   delivering all Relevant Documents for that Trust to the Trustee. If
            the Servicer has not done so within 10 Business Days (or such longer
            period as the Trustee permits) the Trustee may enter any premises
            where those Relevant Documents are kept, take possession of and
            remove those Relevant Documents. The Servicer shall assist the
            Trustee in doing so.

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2.9   License to enter Premises

      Westpac irrevocably licenses the Trustee to enter onto the Premises for
      the purpose of taking possession of, and removing, the Relevant Documents
      in accordance with this agreement.

3.    Duties and responsibilities of the Servicer as custodian
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3.1   General

      The Servicer's duties and responsibilities (in its capacity as custodian
      under this agreement) are to:

      (a)   hold as custodian under this agreement at the direction of the
            Trustee each Relevant Document that it may receive on behalf of the
            Trustee (or its agent or nominee) pursuant to a Transaction Document
            in accordance with its standard safekeeping practices;

      (b)   ensure that each Relevant Document is capable of identification and
            is kept in a Security Packet which is kept together with other
            Security Packets relating to the Receivables of that Trust in a
            security vault, and separate from other documents held by the
            Servicer for another Trust or otherwise;

      (c)   in relation to each Relevant Trust, open and maintain in safe
            custody a record of physical movement from the Premises and between
            each Relevant Trust of any Relevant Document held by it from time to
            time pursuant to this agreement (the Record of Movements);

      (d)   update the Receivables Register and give a copy to the Trustee:

            (i)   within 3 months of the Closing Date for each Relevant Trust;

            (ii)  if either it or its holding company (if any) has a short term
                  rating from the Designated Rating Agency of not less than A-,
                  not later than the last Business Day of each calendar year
                  during the Term;

            (iii) if neither it nor its holding company (if any) has such a
                  rating; on the last Business Day of each calendar quarter
                  during the Term;

            (iv)  within 30 days of a written request by the Trustee if the
                  Trustee (in its discretion, but acting reasonably) believes
                  that the Servicer or Westpac is breaching its obligations
                  under this agreement or any other Relevant Document; and

      (e)   at all times during the currency of this agreement do all acts,
            matters and things which may reasonably be required of the Servicer
            by the Trustee for the purposes of, or as contemplated by, this
            agreement.

3.2   Locate and Access

      (a)   The Servicer shall ensure that at all times it shall be able to
            locate each Security Packet by way of a periodic Security Packet
            Audit.

      (b)   Unless the Servicer requires a Relevant Document to perform its
            duties as Servicer in relation to the related Receivable, or
            otherwise comply with its obligations under the Transaction
            Documents, each Relevant Document shall be kept within the Security
            Vault.

      (c)   Other than the Servicer requiring a Relevant Document under Clause
            3.2(b), or for an audit by Westpac's or the Servicer's internal or
            external auditor, or by the Auditor under Clause

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            3.3 of this agreement, a Relevant Document may only be removed from
            the Security Vault with the Trustee's written approval and for the
            following purposes:

            (i)   inspection by the Trustee; or

            (ii)  such other purpose approved in writing by the Trustee.

3.3   Audit

      (a)   The Trust Manager or the Trustee (in default of action by the Trust
            Manager) shall on each Audit Date request an independent auditor to
            conduct an audit of the Servicer's custodial role with respect to
            the Relevant Documents for any Relevant Trust by considering the
            matters set out in Schedule 2.

      (b)   The terms of the instruction of that auditor must require delivery,
            within one month of an Audit Date, of a certificate addressed to the
            Trustee, the Servicer and the Designated Rating Agency stating
            whether or not the Servicer has complied with the matters set out in
            Schedule 2.

      (c)   Where a certificate referred to in Clause 3.3(b) (the Audit
            Certificate) gives an "Adverse" finding (as set out in Schedule 2),
            the Trustee must direct that auditor to conduct a further audit (the
            Further Audit) on a similar basis to the audit to which the Audit
            Certificate related. The Further Audit shall be conducted no later
            than one month after the date of the Audit Certificate. That auditor
            shall then issue a new certificate with respect to the Further Audit
            in the form required by Clause 3.3(b) no later than one month after
            the date on which the Further Audit commenced.

      (d)   Subject to any bona fide confidentiality restrictions, the Servicer
            shall give each auditor full access to all relevant information and
            the Relevant Documents for the purpose of conducting each audit
            under Clause 3.3.

      (e)   The Trustee shall pay the reasonable fees and expenses of the
            auditor with respect to any audit under this Clause 3.3.

      (f)   The auditor instructed under this Clause must be instructed to give
            written reasons supporting any "Adverse" finding.

      (g)   The Servicer shall take all reasonable steps to cure any non
            compliance identified by an audit.

3.4   Transfer of Custody

      If:

      (a)   a Servicer Transfer Event occurs and is subsisting; or

      (b)   a Custody Transfer Trigger occurs,

      the Servicer must deliver the Relevant Documents to the Trustee, or as it
      directs. If the Servicer has not done so within 10 Business Days (or such
      longer period as the Trustee permits) the Trustee must enter any premises
      where the Relevant Documents are kept, take possession of and remove the
      Relevant Documents. The Servicer shall assist in doing so. If the Trustee
      does not have possession of the Relevant Documents within that period it
      must, to the extent that it has information available to it to do so,
      lodge caveats in relation to and/or take all other action it considers
      necessary to protect


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      its interests in the Receivables and Receivable Securities for which it
      does not hold the Relevant Documents.

4.    Undertakings

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4.1   Servicing Undertakings

      [The Servicer undertakes that at all times during the Term it will:

      (a)   (notice of default) give notice in writing to the Trustee and the
            Designated Rating Agency of it becoming aware of the occurrence of
            any Servicer Transfer Event;

      (b)   (compliance with law)

            (i)   maintain in effect all qualifications, consents, licences,
                  permits, approvals, exemptions, filings and registrations as
                  may be required under any applicable law in order properly to
                  service the Receivables and Receivable Securities and to
                  perform or comply with its obligations under this agreement;
                  and

            (ii)  comply with all Laws in connection with servicing the
                  Receivables and Receivable Securities where failure to do so
                  would have an Adverse Effect;

      (c)   (Collections):

            (i)   in relation to Receivables of which Westpac is the legal
                  owner, on request from Westpac, assist Westpac to collect all
                  moneys due under those Receivables and the Receivable
                  Securities; and

            (ii)  in relation to Receivables of which the Trustee is the legal
                  owner, collect all moneys due under those Receivables and
                  Receivables Securities,

                  in accordance with the standards specified in Clause 2.2, and
                  pay them into the relevant Collections Account not later than
                  the time that Westpac, in its capacity as an Approved Seller,
                  would be required to do so under Clause 6;

      (d)   (Material Default) if a Material Default occurs in respect to a
            Receivable, take such action in accordance with the Servicer's
            normal enforcement procedures to enforce the relevant Receivable and
            the Receivable Security to the extent that the Servicer determines
            that enforcement procedures should be taken;

      (e)   (Insurance Policies)

            (i)   act in accordance with the terms of any Mortgage Insurance
                  Policies;

            (ii)  not do or omit to do anything which could be reasonably
                  expected to prejudicially affect or limit its rights or the
                  rights of the Trustee under or in respect of a Mortgage
                  Insurance Policy to the extent those rights relate to a
                  Receivable and the Receivable Security;

            (iii) promptly make a claim under any Mortgage Insurance Policy when
                  it is entitled to do so; and

            (iv)  promptly notify the Trust Manager when each such a claim is
                  made;


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      (f)   (no Security Interests) not consent to the creation or existence of
            any Security Interest in favour of a third party in relation to any
            Mortgaged Property in connection with a Receivable and the
            Receivable Security:

            (i)   without limiting paragraph (f)(ii), unless priority
                  arrangements are entered into with that third party under
                  which the third party acknowledges that the Receivable and
                  Receivable Security ranks ahead in priority to the third party
                  Security Interest on enforcement for an amount not less than
                  the Unpaid Balance of the Receivable plus such other amount as
                  the Servicer determines in accordance with the Procedures
                  Manual or its ordinary course of business; or

            (ii)  which would rank before or pari passu with the relevant
                  Receivable and Receivable Security;

      (g)   (release of debt or vary terms) not, except as required by Law,
            release an Obligor from any amount owing in respect of a Receivable
            or otherwise vary or discharge any Receivable or Receivable Security
            or enter into any agreement or arrangement which has the effect of
            altering the amount payable in respect of a Receivable or Receivable
            Security where it would have an Adverse Effect;

      (h)   (binding provisions and orders of a competent authority) release any
            Receivable or Receivable Security, reduce the amount outstanding
            under or vary the terms of any Receivable or grant other relief to
            an Obligor, if required to do so by any Law or if ordered to do so
            by a court, tribunal, authority, ombudsman or other entity whose
            decisions are binding on the Servicer. If the order is due to the
            Servicer breaching any applicable Law then the Servicer must
            indemnify the Trustee for any loss the Trustee may suffer by reason
            of the order. The amount of the loss is to be determined by
            agreement with the Trustee or failing this, by the Servicer's
            external auditors;

      (i)   (other miscellaneous things) attend to the stamping and registration
            of all Relevant Documents for each Relevant Trust (including
            documents which became Relevant Documents) following any amendment,
            consolidation or other action, and in the case of any registration
            of any Mortgage that registration must result in the Mortgage having
            the ranking referred to in the relevant eligibility criteria in the
            Series Notice. In relation to any Mortgage that is not registered at
            the relevant Closing Date, the Servicer shall ensure that it is
            lodged for registration not later than 120 days after that Closing
            Date;

      (j)   (setting the Interest Rate)

            (i)   the Servicer shall set the interest rate on the Receivables
                  for a Relevant Trust in accordance with the requirements of
                  the Series Notice for that Relevant Trust; and

            (ii)  subject to the Series Notice for that Relevant Trust, if the
                  Trustee has perfected its title to the Receivables or
                  Receivable Securities and the Trustee is entitled to vary the
                  interest rate in accordance with the terms of the Receivables,
                  the Servicer shall, in accordance with the terms of the
                  Receivables, set and maintain the interest rate on the
                  relevant Receivables at or above the relevant Threshold Rate
                  as advised by the Trust Manager in accordance with the Master
                  Trust Deed and the Series Notice for that Relevant Trust and
                  promptly notify the relevant Obligors;

      (k)   (notification) notify:




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            (i)   the Trustee and the Trust Manager of any event which it
                  reasonably believes is likely to have an Adverse Effect
                  promptly after becoming aware of such event; and

            (ii)  the Trust Manager of anything else which the Trust Manager
                  reasonably requires regarding any proposed modification to any
                  Receivable or Receivable Security.

      (l)   (provide information and access on request) provide information
            reasonably requested by the Trustee or the Trust Manager, with
            respect to all matters relating to each Relevant Trust and the
            assets of the relevant Trust, and the Trustee or the Trust Manager
            believes reasonably necessary for it to perform its obligations
            under the relevant Transaction Documents, and upon reasonable notice
            and at reasonable times permit the Trustee to enter the Premises and
            inspect the Data Base in relation to each Relevant Trust and the
            Relevant Documents;

      (m)   (comply with other obligations) comply with all its obligations
            under any Transaction Document to which it is a party, where a
            failure to do so would result in an Adverse Effect;

      (n)   (pay taxes) subject to receiving payment from, or being reimbursed
            by, the relevant Obligor or being indemnified by the Trustee, pay
            all Taxes that relate to the Services (other than any Tax on the
            income of a Trust) or ensure those Taxes are paid or where such
            Taxes are incurred due to the default or breach of duty by the
            Servicer;

      (o)   (not claim) not claim any Security Interest over any Asset;

      (p)   (availability of Data Base) make the Data Base that relates to the
            Services available for inspection by the Trustee at any reasonable
            time;

      (q)   (comply with Series Notice) comply with any undertaking specified as
            an additional Servicer undertaking in a relevant Series Notice,
            including, without limitation, providing the Trust Manager with any
            information referred to in that Series Notice;

      (r)   (insurances) ensure that the Premises are appropriately insured for
            fire and public risks, and that it has appropriate directors and
            officers insurance;

      (s)   (additional amounts) notify Westpac and the Trust Manager
            immediately of each request by an Obligor to borrow further moneys
            under or in relation to a Receivable or Receivable Security which is
            a "top-up" and which the Servicer has approved; and

      (t)   (comply with Trust Back) apply any moneys it receives in relation to
            any Other Secured Liability in accordance with the relevant Trust
            Back in accordance with the directions of the Trustee.]

4.2   Westpac Undertakings

      Westpac, in its capacity as an Approved Seller, undertakes that at all
      times during the Term, and for so long as it is the legal owner of any
      Receivable or Receivable Security, it will:

      (a)   (compliance with law)

            (i)   maintain in effect all qualifications, consents, licences,
                  permits, approvals, exemptions, filings and registrations as
                  may be required under any applicable Law in relation to its
                  ownership of any Receivable or Receivable Security and to
                  perform or comply with its obligations under this agreement;
                  and

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            (ii)  comply with all Laws in connection with its ownership of any
                  Receivables and Receivable Securities where failure to do so
                  would have an Adverse Effect;

      (b)   (co-operate with the Servicer) if Westpac is not the Servicer,
            co-operate with the Servicer in relation to the performance by the
            Servicer of the Services including, without limitation, in relation
            to the enforcement of any Receivable or Receivable Security;

      (c)   (comply with Series Notice) comply with any undertaking specified in
            relation to it in a relevant Series Notice, including, without
            limitation, providing the Trust Manager with any information
            referred to in that Series Notice;

      (d)   (Material Default) if a Material Default occurs in respect to a
            Receivable, take such action as the Servicer directs it to take in
            accordance with this agreement (or, if Westpac is the Servicer, such
            action as Westpac determines in accordance with its ordinary course
            of business);

      (e)   (Insurance Policies) act in accordance with the terms of any
            Mortgage Insurance Policies, and not do or omit to do anything which
            could be reasonably expected to prejudicially affect or limit the
            rights of the Trustee under or in respect of a Mortgage Insurance
            Policy to the extent those rights relate to a Receivable and the
            Receivable Security;

      (f)   (no Security Interests) not consent to the creation or existence of
            any Security Interest in favour of a third party in relation to any
            Mortgaged Property in connection with a Receivable and the
            Receivable Security:

            (i)   without limiting paragraph (f)(ii), unless priority
                  arrangements are entered in to with that third party under
                  which the third party acknowledges that the Receivable and
                  Receivable Security ranks ahead in priority to the third party
                  Security Interest on enforcement for an amount not less than
                  the Unpaid Balance of the Receivable plus such other amount as
                  the Servicer determines in accordance with the Procedures
                  Manual or its ordinary course of business; or

            (ii)  which would rank before or pari passu with the relevant
                  Receivable and Receivable Security;

      (g)   (release of debt or vary terms) not, except as required by Law,
            release an Obligor from any amount owing in respect of a Receivable
            or otherwise vary or discharge any Receivable or Receivable Security
            or enter into any agreement or arrangement which has the effect of
            altering the amount payable in respect of a Receivable or Receivable
            Security where it would have an Adverse Effect;

      (h)   (binding provisions and orders of a competent authority) release any
            Receivable or Receivable Security, reduce the amount outstanding
            under or vary the terms of any Receivable or grant other relief to
            an Obligor, if required to do so by any Law or if ordered to do so
            by a court, tribunal, authority, ombudsman or other entity whose
            decisions are binding on Westpac. If the order is due to Westpac
            breaching any applicable Law then Westpac must indemnify the Trustee
            for any loss the Trustee may suffer by reason of the order. The
            amount of the loss is to be determined by agreement with the Trustee
            or failing this, by Westpac's external auditors;

      (i)   (not claim) not claim any Security Interest over any Asset; and

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      (j)   (additional amounts) notify the Servicer immediately of each request
            by an Obligor to borrow further moneys under or in relation to a
            Receivable or Receivable Security.

4.3   Westpac's power to delegate

      (a)   For so long as Westpac is the legal owner of any Receivables and is
            not the Servicer, and Westpac is required by Law (including, without
            limitation, the Consumer Credit Code) to do, or refrain from doing,
            certain things in relation to those Receivables or the Receivable
            Securities:

            (i)   Westpac appoints the Servicer to do those things on its
                  behalf, except as specified in the Procedures Manual;

            (ii)  Westpac directs the Servicer to perform the Services in a
                  manner that is consistent with any obligation of Westpac under
                  any Law;

            (iii) Westpac authorises the Servicer to conduct correspondence with
                  Obligors and other persons as if it had been appointed to
                  perform the Services by Westpac as legal owner of those
                  Receivables and Receivable Securities, but this authorisation
                  is subject to any restriction imposed on the Servicer in any
                  power of attorney or the Procedures Manual; and

            (iv)  the Servicer accepts that appointment and direction and agrees
                  to perform the Services in accordance with this agreement.

      (b)   Despite any delegation under this Clause, Westpac shall remain
            liable in relation to any obligation it delegates to the Servicer,
            and for the acts, omissions, fees and expenses of the Servicer as
            its delegate.

4.4   Adverse Effect

      (a)   In performing the Services the Servicer shall have regard to whether
            what it does, or does not do, will have any Adverse Effect.

      (b)   The Servicer may ask the Trustee or the Trust Manager if any action
            or inaction on its part is reasonably likely to, or will, have an
            Adverse Effect.

      (c)   The Servicer may rely upon any statement by the Trustee or the Trust
            Manager that any action or inaction by the Servicer is reasonably
            likely to, or will, have an Adverse Effect.

      (d)   Subject to paragraph (a), the Servicer shall not be liable for a
            breach of this agreement, or be liable under any indemnity, in
            relation to any action or inaction on its part, where it has been
            notified by the Trustee or the Trust Manager that the action or
            inaction is not reasonably likely to, or will not have an Adverse
            Effect.

5.    Procedures manual

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5.1   Trustee bound by acts of Servicer

      All acts of the Servicer in servicing the Receivables in accordance with
      the relevant Procedures Manual are binding on the Trustee.

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5.2   No liability for compliance

      (a)   The Servicer is not in breach of its duties under this agreement or
            otherwise liable to the Trustee if it complies strictly with the
            relevant Procedures Manual unless:

            (i)   the relevant Procedures Manual does not materially comply with
                  any Law; or

            (ii)  the Servicer is not otherwise complying with Clauses 2.2 and 4
                  in relation to the relevant matter or duty.

      (b)   If the Servicer becomes aware that any Procedures Manual does not
            materially comply with any Law, it shall notify the Trustee within
            10 Business Days and take all reasonable steps to rectify that
            non-compliance.

5.3   Amendments to Procedures Manual

      The Servicer shall not amend the relevant Procedures Manual in any way
      that would reasonably be expected to result in an Adverse Effect, unless
      it must do so to ensure compliance with Law. The Servicer shall notify the
      Trustee, the Trust Manager and the Designated Rating Agency of any
      material amendment to the relevant Procedures Manual.

6.    Collection and remittance of moneys

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

6.1   Collection of moneys

      (a)   Westpac, in its capacity as an Approved Seller, shall on behalf of
            the Trustee collect and receive the Collections in respect of
            Receivables in relation to which Westpac is the legal owner.

      (b)   In collecting and receiving the Collections for Receivables in
            relation to which it is the legal owner, Westpac shall:

            (i)   act in accordance with the standards and practices applied by
                  Westpac to other assets which it owns in the ordinary course
                  of its business and in accordance with the Procedures Manual;
                  and

            (ii)  exercise the degree of diligence and care expected of an
                  appropriately qualified lender in relation to the relevant
                  financial products.

      (c)   Westpac may, from time to time if it is not the Servicer, delegate
            to the Servicer the collection and receipt of the Collections
            referred to in paragraph (a). Westpac may revoke that delegation.
            Westpac shall remain liable under paragraph (a) despite any
            delegation under this paragraph (c). If Westpac so delegates to the
            Servicer the collection and receipt of any Collections, the Servicer
            must not deposit any Collections in its own account, and shall
            deposit them in the relevant Collections Account not later than the
            time that Westpac would have been required to deposit them under
            this agreement.

      (d)   Following the perfection of title to any Receivable and Receivable
            Rights, the Servicer shall assist the Trustee in relation to the
            collection and receipt of Collections in respect of those
            Receivables and Receivable Rights.

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6.2   Remittances

      (a)   If Westpac has a Westpac Remittance Rating or otherwise satisfies
            the requirements of each Designated Rating Agency so that any rating
            given by any Designated Rating Agency in respect of any relevant
            Notes will not be adversely affected, Westpac, in its capacity as an
            Approved Seller, must pay the Collections it receives during a
            Collection Period on the Remittance Date for that Collection Period
            into the relevant Collection Account.

      (b)   Subject to the terms of the relevant Series Notice, on that
            Remittance Date, Westpac, in its capacity as an Approved Seller,
            must pay into the relevant Collection Account an amount equal to the
            aggregate of:

            (i)   the Collections received during the Collection Period relating
                  to that Remittance Date; and

            (ii)  an amount equal to the interest that would have been earned on
                  such Collections received by it if they had been deposited
                  into the relevant Collection Account five Business Days
                  following receipt by the Servicer,

            less an amount equal to any Taxes payable in relation to those
            Collections and any other amount Westpac may retain in accordance
            with any relevant Series Notice.

      (c)   If Westpac does not have a Westpac Remittance Rating or otherwise
            does not satisfy the requirements of each of those Designated Rating
            Agencies so that the rating given by any Designated Rating Agency in
            respect of any relevant Notes will be adversely affected, then
            Westpac, in its capacity as an Approved Seller, shall pay all
            Collections in its possession or control into the relevant
            Collection Account no later than five Business Days following
            receipt.

      (d)   If a Collection Account is not maintained with Westpac, or a
            subsidiary of Westpac, all Collections in relation to the relevant
            Trust must be deposited into that Collection Account no later than
            two Business Days following receipt of them by Westpac.

6.3   Remittances to Trustee

      (a)   (Transfer of funds to Trustee) Westpac, in its capacity as an
            Approved Seller, shall pay to the relevant Collection Account all
            funds required to be paid to the Trustee in accordance with this
            Clause 6 by wire transfer or as otherwise instructed by the Trustee
            in same day funds.

      (b)   (Payment dishonoured) If Westpac pays funds relating to any payment
            in respect of Receivables and Receivable Securities to the Trustee
            and the related Obligor's payment for the payment is, or is
            returned, dishonoured, Westpac shall be entitled to a return of the
            amount remitted to the Trustee for which Westpac did not receive
            funds from the Obligor. Westpac may withhold that amount from funds
            subsequently remitted to the Trustee in relation to the Relevant
            Trust.

6.4   Payments and Computations, etc.

      (a)   Subject to the terms of any relevant Series Notice, Westpac, in its
            capacity as an Approved Seller, shall make all payments to the
            Trustee under a Transaction Document:

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            (i)   without set off or counterclaim and without deduction, except
                  in relation to any deductions that may be made in accordance
                  with this Clause; and

            (ii)  by paying or depositing it in accordance with the terms of the
                  relevant Transaction Document no later than 4.00 pm on the day
                  when due in same day funds.

      (b)   If any payment is due on a day which is not a Business Day, the due
            date will be the next Business Day.

6.5   Report by Servicer

      On or before each Determination Date for each Relevant Trust the Servicer
      will prepare and submit to the Trust Manager a report on Collections, and
      provide such other information as the Trust Manager reasonably requires to
      prepare its report under Clause 18.15 of the Master Trust Deed.

6.6   No Right of Set-Off

      Notwithstanding any term of any other document, whether relating to the
      establishment of a Collection Account or otherwise, if a Collection
      Account is maintained with Westpac, Westpac agrees that it shall have no
      right of set-off, banker's lien, right of combination of accounts, right
      to deduct moneys or any other analogous right or security in or against
      any funds held in the Collection Account for any amount owed to Westpac.

7.    Servicer fees

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

7.1   Fee

      The Trustee shall in accordance with, and subject to the relevant Series
      Notice pay to the Servicer a fee for providing its services under this
      agreement in relation to each Trust.

7.2   Expenses of Servicer and Westpac

      (a)   The Trustee must reimburse the Servicer and Westpac, in its capacity
            as an Approved Seller, for all legal and selling expenses relating
            to the enforcement and recovery of the Receivables, including legal
            expenses, valuations, premiums on force - placed insurance policies
            where the relevant Obligor has cancelled or let lapse an insurance
            policy, rates and taxes, any amount repaid to a liquidator or
            trustee in bankruptcy under any applicable law, binding code, order
            or decision of a court, tribunal or the like or based on the advice
            of the Servicer's legal advisers, and other reasonable amounts which
            the Servicer or Westpac, in its capacity as an Approved Seller,
            reasonably spends or incurs in relation to the enforcement or sale,
            provided that where the consent of an insurer under a Mortgage
            Insurance Policy is required in order for an expense to be
            reimbursable by that insurer, the Servicer or Westpac, in its
            capacity as an Approved Seller, will only be reimbursed where it has
            obtained that consent. This right of reimbursement to Westpac, in
            its capacity as an Approved Seller, is subject to the terms of any
            relevant Trust Back under the Master Trust Deed.

      (b)   The Servicer will invoice the Trustee monthly on each Determination
            Date in relation to each Relevant Trust for the costs and expenses
            under paragraph (a), and shall provide reasonable details and
            supporting documentation in relation to amounts to be reimbursed.

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      (c)   This reimbursement shall be in accordance with the relevant Series
            Notice.

      (d)   The Trustee must, in accordance with the Master Trust Deed, on the
            recommendation of the Trust Manager, reimburse the Servicer for all
            costs and expenses incurred by the Servicer in complying with Clause
            2.7.

      (e)   Except as provided in this Clause, the Servicer shall be responsible
            for all other costs and expenses of servicing the Receivables.

      (f)   Westpac, in its capacity as an Approved Seller, and the Servicer
            shall determine between themselves who will incur the liabilities
            referred to in paragraph (a). They will inform the Trustee and the
            Trust Manager on request of the arrangements that they make.

8.    Termination

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

8.1   Expiry of Term

      This agreement shall continue until the expiry of the Term.

8.2   Servicer Transfer Event

      (a)   If a Servicer Transfer Event occurs, the Trustee must terminate this
            agreement with immediate effect. The Trustee must promptly give
            notice of that termination to the Trust Manager, the Approved
            Seller, the Servicer and the Designated Rating Agencies.

      (b)   Following such action:

            (i)   Clause 3.4 shall apply; and

            (ii)  the Servicer must promptly transfer at its own cost to the
                  Trustee or as the Trustee directs the relevant information in
                  the Data Base held or maintained by the Servicer in relation
                  to this agreement, the Receivables or Receivable Securities.

      (c)   The Trustee will not appoint any other person to perform all or part
            of the obligations the Servicer has undertaken to perform under this
            agreement or to service any of the Receivables unless:

            (i)   the Trustee has terminated this agreement in accordance with
                  the provisions of paragraph (a); or

            (ii)  the Servicer has resigned in accordance with clause 8.3.

      (d)   [If this agreement is terminated in accordance with this clause 8.2,
            then until the Trustee appoints an Eligible Servicer to be the
            Servicer, and that Eligible Servicer agrees to act as Servicer, the
            Trust Manager shall act as Servicer and is entitled to the fee
            payable under clause 7 while so acting.]

8.3   Resignation

      The Servicer shall not resign without first giving 3 months' notice to the
      Designated Rating Agency, the Trust Manager and the Trustee. If the
      Trustee has not appointed an Eligible Servicer to be the Servicer, which
      Eligible Servicer has agreed to act as Servicer, by the expiration of that
      notice period, the Servicer shall continue to act as Servicer and be
      entitled to the fee payable under Clause 7 while so acting, provided that:

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      (a)   the Trust Manager and the Trustee shall use all reasonable efforts
            to appoint an Eligible Servicer to be the Servicer; and

      (b)   if, after 5 months from the date on which the Servicer gave notice
            of its resignation, no Eligible Servicer has been appointed and has
            agreed to act as Servicer, then the Servicer shall be entitled to
            select an Eligible Servicer and, on behalf of the Trustee and the
            Trust Manager, appoint that Eligible Servicer to be the Servicer.
            Each of the Trustee and Trust Manager irrevocably authorises the
            Servicer to make that appointment on its behalf. Upon that Eligible
            Servicer being appointed and agreeing to act as Servicer, the
            Servicer shall be released from its obligations under this agreement
            in accordance with clause 8.5.

8.4   Survival

      The obligations of the Servicer under Clause 8 survive the termination of
      this agreement.

8.5   Release of outgoing Servicer

      Except as provided in Clause 8.4, upon retirement or removal and provided
      there has been payment to the Trustee of all sums due to it by the
      outgoing Servicer under this agreement at that date, the outgoing Servicer
      shall be released from all further obligations under this agreement but no
      release under this clause shall extend to any existing or antecedent
      fraud, negligence or wilful default on the part of the outgoing Servicer
      or its officers, employees, agents or delegates.

8.6   New Servicer to execute deed

      (a)   A new Servicer shall execute a deed in such form as the Trustee may
            reasonably require under which the new Servicer shall undertake to
            the Trustee and other relevant parties to be bound by all the
            covenants on the part of the Servicer under the Transaction
            Documents from the date of execution of the new deed on the same
            terms contained in the Transaction Documents.

      (b)   On and from the date of execution of the new deed, the new Servicer
            shall and may afterwards exercise all the powers, enjoy all the
            rights and shall be subject to all the duties and obligations of the
            Servicer under the Transaction Documents as fully as though the new
            Servicer had been originally named as a party to it.

8.7   Settlement and discharge

      The Trustee shall settle with the outgoing Servicer the amount of any sums
      payable by the outgoing Servicer to the Trustee or by the Trustee to the
      outgoing Servicer and shall give to or accept from the outgoing Servicer a
      discharge in respect of those sums which shall be conclusive and binding
      as between the Trustee, the outgoing Servicer, the new Servicer, the Trust
      Manager, the Beneficiaries and the Noteholders.

9.    Indemnity

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

9.1   Indemnity

      Subject to the succeeding provision of this clause, the Servicer fully
      indemnifies the Trustee from and against any expense, loss, damage or
      liability which the Trustee may incur as a consequence of a Servicer
      Transfer Event, or a failure by the Servicer to perform its duties under
      this agreement,

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      including, without limitation, a failure to deliver the Relevant Documents
      to the Trustee when it is required to do so or to keep the Receivables
      Register in accordance with this agreement.

9.2   Limitation of liability

      The Servicer is not liable:

      (a)   in connection with anything done by it in good faith in reliance
            upon any document, form or list provided by or on behalf of the
            Trustee except when it has actual knowledge, or ought reasonably
            know, that the document, form or list is not genuine;

      (b)   if it fails to do anything because it is prevented or hindered from
            doing it by any Law; or

      (c)   subject to the Corporations Act, if a person (other than a delegate
            or agent of the Servicer) fails to carry out an agreement with the
            Trustee or the Servicer in connection with the Services (except when
            the failure is due to the Servicer's own neglect or default).

9.3   No liability for acts of certain persons

      If the Servicer relies in good faith on an opinion, advice, information or
      statement given to it, by a person the Servicer is not liable for any
      misconduct, mistake, oversight, error of judgment, forgetfulness or want
      of prudence on the part of that person, except:

      (a)   when the person is not independent from the Servicer; or

      (b)   it would not be reasonable to rely upon the opinion, advice,
            information or statement from the person who gives it; or

      (c)   where that person is a delegate or agent of the Servicer.

      A person will be regarded as independent notwithstanding that the person
      acts or has acted as adviser to the Servicer so long as separate
      instructions are given by the Servicer to that person.

9.4   No liability for loss etc

      The Servicer is not liable:

      (a)   for any loss, cost, liability or expense arising out of the exercise
            or non-exercise of a discretion by the Trustee or the Trust Manager
            or the act or omission of the Trustee or the Trust Manager except to
            the extent that it is caused by the Servicer's own fraud, negligence
            or breach of duty or contract; or

      (b)   for any loss, cost, liability or expense caused by its failure to
            check any information, document, form or list supplied or purported
            to be supplied to it by the Trustee or the Trust Manager except to
            the extent that the loss is caused by the Servicer's own fraud,
            negligence or breach of duty or contract.

9.5   Method of claiming under indemnity

      The Servicer shall not be obliged to pay any indemnity under this
      agreement, unless:

      (a)   the Trustee first establishes that there has been a breach that has
            caused loss;

      (b)   the indemnity claimed represents no more than the loss incurred as a
            result of the breach; and

      (c)   the Trustee first gives the Servicer a written notice specifying:

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            (i)   the quantum of the claim; and

            (ii)  the basis of the claim.

9.6   Time of Payment

      The Servicer shall pay any amount it is required to pay under this Clause
      within 7 Business Days of receipt of notice under Clause 9.5.

10.   Representations and warranties

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10.1  Representations and Warranties

      [Each of Westpac, in its capacity as an Approved Seller, and the Servicer
      makes the representations and warranties in Clause 32 of the Master Trust
      Deed in relation to itself for the benefit of the Trustee.]

10.2  Reliance

      The Servicer acknowledges that the Trustee has entered into this agreement
      in reliance on the representations and warranties in Clause 10.1.

10.3  Survival of Representations and Indemnities

      (a)   All representations and warranties in a Transaction Document survive
            the execution and delivery of the Transaction Documents.

      (b)   Each indemnity in this agreement:

            (i)   is a continuing obligation;

            (ii)  is a separate and independent obligation; and

            (iii) survives termination or discharge of this agreement.

11.   Westpac and the Servicer may act as banker

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      Each of Westpac and the Servicer may (without having to account to the
      Trustee) engage in any kind of banking, finance, trust or other business
      permitted under any law with any Obligor as if, in the case of Westpac, it
      did not have obligations under this agreement, and, in the case of the
      Servicer, it were not the Servicer. Neither Westpac, in its capacity as an
      Approved Seller, nor the Servicer shall not be required to account to the
      Trustee for any moneys received by it on any account that is unrelated to
      Receivables and Receivable Securities or the Services.

12.   Administrative provisions

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12.1  Notices

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

      (a)   must be in writing;

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

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      (c)   will be taken to be duly given or made (in the case of delivery in
            person or by post or facsimile transmission) when delivered,
            received or left at the address of the recipient shown in this
            agreement or to any other address which it may have notified the
            sender, but if delivery or receipt is on a day on which business is
            not generally carried on in the place to which the communication is
            sent or is later than 4 pm (local time), it will be taken to have
            been duly given or made at the commencement of business on the next
            day on which business is generally carried on in that place.

12.2  Governing Law and Jurisdiction

      This agreement is governed by the laws of the Australian Capital
      Territory. Each of the Servicer and the Trustee submits to the
      non-exclusive jurisdiction of courts exercising jurisdiction there.

12.3  Assignment

      No party may assign its rights under this agreement.

12.4  Amendment

      This agreement can only be amended in writing, and provided prior notice
      of any proposed amendment is given to the Designated Rating Agency.

12.5  Severability Clause

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

12.6  Costs and Expenses

      (a)   (Trustees costs and expenses) On demand each of Westpac, in its
            capacity as an Approved Seller, and the Servicer shall reimburse the
            Trustee for the reasonable expenses of the Trustee (as applicable)
            in relation to any enforcement of this agreement against it
            including in each case legal costs and expenses on a full indemnity
            basis and each party shall bear their own costs (other than legal
            costs) relating to the preparation execution and completion of this
            agreement;

      (b)   (Stamp duty) In addition, the Servicer shall pay all stamp and
            registration Taxes (including fines and penalties) which may be
            payable or determined to be payable in relation to the execution,
            delivery, performance or enforcement of this agreement.

      (c)   (Services costs and expenses) In accordance with the Series Notice,
            the Trustee shall reimburse the Servicer for the reasonable expenses
            of the Servicer (as applicable) in relation to any enforcement of
            this agreement including in each case legal costs and expenses on a
            full indemnity basis.

12.7  Waivers: Remedies Cumulative

      (a)   No failure on the part of a party to exercise and no delay in
            exercising any right, power or remedy under any Transaction Document
            operates as a waiver. Nor does any single or

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            partial exercise of any right, power or remedy preclude any other or
            further exercise of that or any other right, power or remedy.

      (b)   The rights, powers and remedies provided to the Trustee in the
            Transaction Documents are in addition to any right, power or remedy
            provided by law.

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Executed in Canberra

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

WESTPAC

SIGNED on behalf of              )
WESTPAC BANKING CORPORATION      )
                                 )
by its attorney                  )
in the presence of:              )
                                         ---------------------------------------
                                         Signature


----------------------------------       ---------------------------------------
Witness                                  Print name


----------------------------------
Print name




TRUSTEE

SIGNED on behalf of              )
WESTPAC SECURITIES               )
ADMINISTRATION LIMITED           )
by its attorney                  )
in the presence of:              )
                                         ---------------------------------------
                                         Signature


----------------------------------       ---------------------------------------
Witness                                  Print name


----------------------------------
Print name

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Agreement                                                 Allens Arthur Robinson
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TRUST MANAGER

SIGNED on behalf of              )
WESTPAC SECURITISATION           )
MANAGEMENT PTY LIMITED           )
by its attorney                  )
in the presence of:              )
                                         ---------------------------------------
                                         Signature


----------------------------------       ---------------------------------------
Witness                                  Print name


----------------------------------
Print name

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Schedule 1

RECEIVABLES REGISTER INFORMATION
--------------------------------------------------------------------------------

The Receivables Register shall contain the following information in relation to
each Mortgage.

1.    Name and address of the relevant Obligor(s).

2.    Account/reference number of the loan under the relevant loan document,
      letter of offer or terms and conditions.

3.    The title reference for the relevant Mortgaged Property.

4.    Such other information as the Servicer and the Trustee may agree from time
      to time.

5.    The registered dealing number of that Mortgage from the relevant Land
      Titles Office together with:

      (a)   in respect of Mortgaged Property in New South Wales, the volume and
            folio number(s) for the Mortgaged Property;

      (b)   in respect of Mortgaged Property in Queensland, a description of the
            lot, county, parish and title reference(s) of the Mortgaged
            Property;

      (c)   in respect of Mortgaged Property in Western Australia:

            (i)   lot and diagram/plan/strata plan number(s) or location name
                  and number(s); and

            (ii)  volume and folio number(s) or crown lease number(s);

      (d)   in respect of Mortgaged Property in South Australia, the volume and
            folio number(s) for the Mortgaged Property;

      (e)   in respect of Mortgaged Property in Tasmania, the volume and folio
            number(s) for the Mortgaged Property;

      (f)   in respect of Mortgaged Property in the Australian Capital Territory
            district/division, section, block, unit, volume and folio number(s)
            for the Mortgaged Property;

      (g)   in respect of Mortgaged Property in the Northern Territory, the
            Receivables Register, volume, folio, location, parcel, plan and unit
            for the Mortgaged Property;

      (h)   in respect of Mortgaged Property in Victoria, the volume and folio
            number(s) for the Mortgaged Property.

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Agreement                                                 Allens Arthur Robinson
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SCHEDULE 2

AUDIT
--------------------------------------------------------------------------------

1.    Each audit referred to in Clause 3.3 shall involve a review of the
      following:

      (a)   the custodial procedures adopted by the Servicer;

      (b)   that the Relevant Documents are capable of identification,
            segregated by reference to the relevant Portfolio of Receivables and
            from other mortgage title documents held by the Servicer;

      (c)   that controls exist such that the Relevant Documents may not be
            removed or tampered with except with appropriate authorisation; and

      (d)   that an appropriate tracking system is in place such that the
            location of the Relevant Documents can be detected at any time.

2.    The Auditor will review a sample of the Security Packets and confirm that
      those Security Packets contain the Relevant Documents which the Series
      Notice for the Relevant Trust indicates that they should (including, as a
      minimum, the Receivable Security documents, and any Certificate of Title
      if issued).

3.    The Auditor's certificate referred to in Clause 3.3 will set out whether
      any errors detected by the Auditor in the relevant audit were the result
      of isolated non-compliance with the control system established by the
      Servicer under this agreement or result from a weakness in that control
      system.

4.    The Auditor's certificate referred to in Clause 3.3 will grade the
      custodial performance of the Servicer under this agreement based on the
      following grades.

      (A)   Good - All control procedures and accuracy of information in respect
            of Relevant Documents completed without exception, other than
            immaterial and occasional variances.

      (B)   Satisfactory - Minor exceptions to compliance with control
            procedures and accuracy of information in respect of Relevant
            Documents

      (C)   Improvement required - Base internal controls are in place but a
            number of issues were identified that need to be resolved for
            controls to be considered adequate; and testing of the relevant
            information in respect of Relevant Documents identified a number of
            minor exceptions to compliance which are the result of
            non-compliance with the control system

      (D)   Adverse - Major deficiencies in internal controls and the relevant
            information in respect of the Relevant Documents were identified.

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