<PAGE>

                                                                     Exhibit 4.5

Agency Agreement
---------------------------------------------



Westpac Securities Administration Limited
(Trustee)

Westpac Securitisation Management Pty Limited
(Trust Manager)

[*]

(Note Trustee)

[*]

(Principal Paying Agent)

[*]

(Agent Bank)

[*]

(Note Registrar)



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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Agency Agreement                                           Allen Allen & Hemsley
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Table of Contents

<TABLE>
<S>                                                                                                          <C>
1.       Definitions and Interpretation                                                            2

         1.1                                                                             Definitions         2

         1.2                                                             Note Trust Deed definitions         3

         1.3                                                                          Interpretation         3

         1.4                                                                   Document or agreement         3

         1.5                                                                    Transaction Document         3

         1.6                                                                      Trustee as trustee         3

2.       Appointment of Paying Agents                                                              4

3.       Payment                                                                                   4

         3.1                                                                      Payment by Trustee         4

         3.2                                                                            Confirmation         4

         3.3                                                               Payments by Paying Agents         5

         3.4                                                    Method of Payment - Book-Entry Notes         5

         3.5                                                    Method of payment - Definitive Notes         5

         3.6                                                                            Late payment         5

         3.7                                                                   Notice of non-receipt         6

         3.8                                                                                   Trust         6

         3.9                                                                           Reimbursement         6

         3.10     Method of payment                                                                6

         3.11     No fee                                                                           7

         3.12     Payments outside Australia                                                       7

4.       Repayment                                                                                 7

5.       Appointment of the Agent Bank as Reference Agent                                          8

6.       Duties of the Agent Bank                                                                  8

7.       Note Trustee                                                                              9

8.       Early Redemption of Class A Notes                                                        10
</TABLE>

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                                                                        Page (i)
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Agency Agreement                                           Allen Allen & Hemsley
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<TABLE>
<S>                                                                                                <C>
9.       Pro Rata Redemption, Purchases And Cancellation Of Notes                                  11

10.      Notices to Class A Noteholders                                                            12

11.      Documents and Forms                                                                       12

12.      Authentication                                                                            12

13.      Indemnity                                                                                 13

14.      The Note Register                                                                         14

         14.1  Appointment of Note Registrar                                                       14

         14.2  Details to be kept on the Note Register                                             14

         14.3  Payments of Principal and Interest                                                  14

         14.4  Place of keeping Register, copies and access                                        15

         14.5  Details on Note Register conclusive                                                 15

         14.6  Alteration of details on Note Register                                              15

         14.7  Rectification of Note Register                                                      16

         14.8  Correctness of Note Register                                                        16


15.      Changes of Note Registrar                                                                 16

         15.1  Removal                                                                             16

         15.2  Resignation                                                                         16

         15.3  Limitation                                                                          16


16.      General                                                                                   17

         16.1  Communications to Class A Noteholders                                               17

         16.2  Agency                                                                              17

         16.3  Identity                                                                            17

         16.4  No set-off                                                                          18

         16.5  Reliance                                                                            18

         16.6  Entitled to deal                                                                    18

         16.7  Consultation                                                                        18

         16.8  Duties                                                                              18

         16.9  Income Tax Returns                                                                  19

         16.10 Obligations of each Note Party                                                      19
</TABLE>

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                                                                       Page (ii)
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Agency Agreement                                           Allen Allen & Hemsley
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<TABLE>
<S>                                                                                                <C>
17.      Changes in Paying Agents and Agent Bank                                                   19

         17.1     Removal                                                                          19

         17.2     Resignation                                                                      19

         17.3     Limitation                                                                       20

         17.4     Delivery of amounts                                                              20

         17.5     Successor to Principal Paying Agent                                              21

         17.6     Successor to Agent Bank                                                          21

         17.7     Notice to Class A Noteholders                                                    22

         17.8     Change in Paying Office or Specified Office                                      22


18.      Fees and Expenses                                                                         23

19.      Waivers, Remedies Cumulative                                                              24

20.      Severability of Provisions                                                                24

21.      Assignments                                                                               24

22.      Notices                                                                                   24

         22.1     General                                                                          24

         22.2     Details                                                                          25

         22.3     Communication through Principal Paying Agent                                     26

23.      Limited Recourse                                                                          26

         23.1     General                                                                          26

         23.2     Liability of Trustee limited to its right to indemnity                           26

         23.3     Unrestricted remedies                                                            28

         23.4     Restricted remedies                                                              28

24.      Counterparts                                                                              28

25.      Governing Law                                                                             28

26.      Successor Trustee                                                                         29
</TABLE>

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                                                                      Page (iii)
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Agency Agreement                                           Allen Allen & Hemsley
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Date        [*]
---------

Parties
---------

     1.     Westpac Securities Administration Limited (ACN 000 049 472)
            incorporated in New South Wales of Level 10, 130 Pitt Street, Sydney
            in its capacity as trustee of the Series [*] WST Trust (the
            Trustee);

     2.     Westpac Securitisation Management Pty Limited (ACN 081 709 211)
            incorporated in the Australian Capital Territory of Level 25, 60
            Martin Place, Sydney as trust manager in relation to the Series [*]
            WST Trust (the Trust Manager);

     3.     [*] acting through its office at [*] as principal paying agent for
            the Class A Notes described below (the Principal Paying Agent, which
            expression shall, wherever the context requires, include any
            successor principal paying agent from time to time and, except where
            the context otherwise requires, the Principal Paying Agent and any
            additional paying agent or paying agents are Paying Agents);

     4.     [*] acting through its office at [*] as trustee for the Class A
            Noteholders (the Note Trustee, which expression shall, wherever the
            context requires, include any other trustee or trustees from time to
            time under the Note Trust Deed);

     5.     [*] acting through its office at [*] as reference agent in relation
            to the Class A Notes described below (the Agent Bank, which
            expression shall, whenever the context requires, include any
            successor reference agent from time to time); and

     6.     [*] acting through its office at [*] as note registrar for the Class
            A Notes (the Note Registrar which expression shall, wherever the
            context requires, include any successor note registrar from time to
            time).

Recitals
---------

     A      The Trustee proposes to issue US$[*] of mortgage backed floating
            rate notes due [*] comprising US$[*] Class A Notes (Class A Notes).

     B      The Class A Notes will be represented initially by one or more book-
            entry notes (the Book-Entry Notes).

     C      The Class A Notes, upon original issue, will be issued in the form
            of typewritten Book-Entry Notes representing the Book-Entry Notes.
            The Trustee shall, on the date of this deed, deliver or arrange the
            delivery on its behalf of the Book-Entry Notes to the Principal
            Paying Agent, as agent for the Clearing Agency. The Book-Entry Notes
            shall

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                                                                          Page 1
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Agency Agreement                                           Allen Allen & Hemsley
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            initially be registered on the Note Register in the name of the
            Common Depository, as nominee of the Clearing Agency, and no Class A
            Note Owner will receive a Definitive Note representing such Class A
            Note Owner's interest in such Class A Note, except as provided in
            the Note Trust Deed.

     D      The Class A Notes will be constituted by the Note Trust Deed, the
            Series Notice and the Master Trust Deed.

     E      The Class A Notes will be secured on the terms of the Security Trust
            Deed.

     F      The Trustee wishes to appoint the Principal Paying Agent as
            principal paying agent in respect of the Class A Notes and has
            entered into this agreement to provide for the terms and conditions
            of that appointment.

     G      The Trustee wishes to appoint the Agent Bank as its reference agent
            in respect of the Class A Notes and has entered into this agreement
            to provide for the terms and conditions of that appointment.
--------------------------------------------------------------------------------

IT IS AGREED as follows.


1.   Definitions and Interpretation
--------------------------------------------------------------------------------

1.1  Definitions

     The following definitions apply unless the context requires otherwise.

     Master Trust Deed means the Master Trust Deed for the WST Trusts dated 14
     February 1997 between the Trustee as trustee and the Trust Manager.

     Notice of Creation of Trust means the Notice of Creation of Trust dated [*]
     issued under the Master Trust Deed in relation to the Trust.

     Paying Office means, in relation to a Paying Agent, the office of the
     Paying Agent specified in the Class A Notes or otherwise under this
     agreement or the Note Trust Deed as the office at which payments in respect
     of the Class A Notes will be made as changed from time to time in
     accordance with this agreement.

     Series Notice means the Series Notice dated on or about the date of this
     agreement relating to the Trust.

     Specified Office means, in relation to the Agent Bank, the office of the
     Agent Bank specified under this Agreement as the office at which the Agent
     Bank will carry out its duties under this agreement.

     Trust means the trust known as the Series [*] WST Trust established under
     the Notice of Creation of Trust, the Master Trust Deed and the Series
     Notice.

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Agency Agreement                                           Allen Allen & Hemsley
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1.2  Note Trust Deed definitions

     Words and expressions which are defined in the Note Trust Deed (including
     by reference to another agreement and including the Conditions) have the
     same meanings when used in this agreement unless the context otherwise
     requires or unless otherwise defined in this agreement.

1.3  Interpretation

     Clause 1.2 of the Master Trust Deed applies to this agreement as if set out
     in full and:

     (a) a reference to an asset includes any real or personal, present or
         future, tangible or intangible property or asset and any right,
         interest, revenue or benefit in, under or derived from the property or
         asset; and

     (b) a reference to an amount for which a person is contingently liable
         includes an amount which that person may become actually or
         contingently liable to pay if a contingency occurs, whether or not that
         liability will actually arise.

1.4  Document or agreement

     A reference to:

     (a) an agreement includes a Security Interest, Guarantee, undertaking,
         deed, agreement or legally enforceable arrangement whether or not in
         writing; and

     (b) a document includes an agreement (as so defined) in writing or a
         certificate, notice, instrument or document.

     A reference to a specific agreement or document includes it as amended,
     novated, supplemented or replaced from time to time, except to the extent
     prohibited by this agreement.

1.5  Transaction Document

     This agreement is a Transaction Document for the purposes of the Master
     Trust Deed.

1.6  Trustee as trustee

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

         (i)  a reference to the Trustee is a reference to the Trustee in its
              capacity as trustee of the Trust only, and in no other capacity;
              and

         (ii) a reference to the assets, business, property or undertaking of
              the Trustee is a reference to the assets, business, property or
              undertaking of the Trustee only in the capacity described in
              sub-paragraph (i) above.

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Agency Agreement                                           Allen Allen & Hemsley
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    (b)  The rights and obligations of the parties under this agreement relate
         only to the Series [*] WST Trust, and do not relate to any other Trust
         (as defined in the Master Trust Deed).

2.  Appointment of Paying Agents
--------------------------------------------------------------------------------

    (a)  Subject to the terms of this agreement, the Trustee appoints the
         Principal Paying Agent as its principal paying agent, and each other
         Paying Agent as its paying agent, for making payments in respect of the
         Class A Notes in accordance with the Transaction Documents and the
         Conditions at their respective Paying Offices. The Principal Paying
         Agent, and each other Paying Agent appointed under this agreement,
         accepts that appointment.

    (b)  Except in clause 17 and as the context otherwise requires, references
         to the Principal Paying Agent are to it acting solely through its
         Paying Office.

    (c)  If at any time there is more than one Paying Agent, the obligations of
         the Paying Agents under this agreement shall be several and not joint.

    It is acknowledged and agreed that:

    (i)  each of the Principal Paying Agent and the other Paying Agents is the
         agent of the Trustee in its capacity as trustee of the Trust only, and

    (ii) despite anything else in this agreement, any other Transaction Document
         or at law, the Trustee in its personal capacity is not responsible for
         any negligent act or negligent omission, fraudulent act or fraudulent
         omission or any other act or omission which, had it been done or not
         done by the Trustee personally, would have amounted to a breach of
         trust by the Trustee under any Transaction Document or at law, of the
         Principal Paying Agent or any other Paying Agent.

3.  Payment
--------------------------------------------------------------------------------

3.1  Payment by Trustee

     The Trustee shall not later than [10.00 am (London time)] on each Payment
     Date in accordance with clause 3.9, pay to or to the order of, or procure
     payment to or to the order of, the Principal Paying Agent the amount in US$
     as may be required (after taking account of any cash then held by the
     Principal Paying Agent and available for the purpose) to be made on that
     Payment Date under the Series Notice and the Conditions.

3.2  Confirmation

     Not later than [4.00 pm (Sydney time)] on each Determination Date, the
     Trust Manager on behalf of the Trustee shall notify, or procure
     notification to, the Principal Paying Agent and the Note Trustee of the
     amount of interest and principal payable in respect of the Class A Notes on
     the Payment Date

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Agency Agreement                                           Allen Allen & Hemsley
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     following that Determination Date. The Trustee or the Trust Manager on its
     behalf shall also forward to the Principal Paying Agent at that time
     confirmation that the payments provided for in clause 3.1 will be made
     unconditionally.

3.3  Payments by Paying Agents

     Subject to payment being duly made as provided in clause 3.1 (or to the
     Principal Paying Agent otherwise being satisfied that the payment will be
     duly made on the due date), and subject to clause 7, the Paying Agents
     shall pay or cause to be paid on behalf of the Trustee on each Payment Date
     the relevant amounts of principal and interest due in respect of the Class
     A Notes in accordance with the Series Notice and the Conditions.

3.4  Method of Payment - Book-Entry Notes

     (a)    The Principal Paying Agent shall cause all payments of principal or
            interest (as the case may be) due in respect of Class A Notes
            represented by a Book-Entry Note to be made to the Common Depository
            for credit to the account of the persons appearing from time to time
            in the records of the Common Depository as account holder with
            respect to the Book-Entry Note.

     (b)    An annotation of the Principal Paying Agent or of the Common
            Depository under this clause 3.4 shall be sufficient evidence unless
            the contrary is proved of the relevant payments having been made or
            not made.

3.5  Method of payment - Definitive Notes

     Payments of principal or interest on the Definitive Notes, if any, shall be
     made in accordance with the Conditions and the Series Notice.

3.6  Late payment

     (a)    If any payment under clause 3.1 is made late but otherwise in
            accordance with the provisions of this agreement, each Paying Agent
            shall make payments required to be made by it in respect of the
            Class A Notes as provided in this clause 3. However, unless and
            until the full amount of any payment in respect of the Class A Notes
            required to be made under the Transaction Documents has been made
            under clause 3.1 to or to the order of the Principal Paying Agent,
            no Paying Agents shall be bound to make a payment under clause 3
            except to the extent that non-payment is caused by fraud, wilful
            misconduct, negligence or bad faith on the part of that Paying Agent
            or of any of its directors, officers, employees or servants.

     (b)    If the Principal Paying Agent has not received on a Payment Date the
            full amount of principal and interest then payable on any Class A
            Note in accordance with the Series Notice and the Conditions, but
            receives the full amount later, it shall:

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                                                                          Page 5
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Agency Agreement                                           Allen Allen & Hemsley
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            (i)    forthwith upon full receipt notify the other Paying Agents
                   (if any), the Trustee, the Note Trustee, the Security Trustee
                   and the Trust Manager; and

            (ii)   as soon as practicable after such full receipt give due
                   notice, in accordance with Condition 12 (unless the Note
                   Trustee agrees otherwise), to Class A Noteholders that it has
                   received the full amount.

3.7  Notice of non-receipt

     The Principal Paying Agent shall immediately notify by telex or facsimile
     (if appropriate) the other Paying Agents (if any), the Note Trustee, the
     Trustee, the Security Trustee and the Trust Manager if the full amount of
     any payment of principal or interest required to be made by the Series
     Notice and the Conditions in respect of the Class A Notes is not
     unconditionally received by it or to its order in accordance with this
     agreement.

3.8  Trust

     The Principal Paying Agent shall hold in trust for the Note Trustee and the
     Class A Notes all sums held by it for the payment of principal and interest
     with respect to the Class A Notes until all relevant sums are paid to the
     Note Trustee or the Class A Noteholders or otherwise disposed of in
     accordance with the Note Trust Deed.

3.9  Reimbursement

     The Principal Paying Agent shall (provided that it has been placed in funds
     by the Trustee) on demand promptly reimburse the other Paying Agents (if
     any) for payments of principal and interest properly made by that Paying
     Agent in accordance with the Conditions and this agreement.  The Trustee
     shall not be concerned with the apportionment of any moneys between the
     Principal Paying Agent and the other Paying Agents (if any) and payment to
     the Principal Paying Agent of any moneys due to the Paying Agents shall
     operate as a good discharge to the Trustee in respect of such moneys.

3.10 Method of payment

     (a)    All sums payable by the Trustee to the Principal Paying Agent under
            this agreement shall, unless otherwise provided and subject to the
            Currency Swaps, be paid by the Currency Swap Providers on behalf of
            the Trustee in US$ to the account with the bank outside Australia as
            the Principal Paying Agent may from time to time notify to the
            Trustee and the Note Trustee. Those sums shall be held on trust for
            payment to the Class A Noteholders and, failing that payment within
            the designated periods of prescription specified in Condition 8, or
            upon the bankruptcy, insolvency, winding up or liquidation of the
            Principal Paying Agent or default being made by the Principal Paying
            Agent in the payment of any amounts in respect of principal or
            interest in accordance with this agreement, on trust for repayment
            to the Trustee (subject to clause 4). On repayment in full in
            accordance with clause 4 to the Trustee that trust shall terminate
            and all liabilities

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                                                                          Page 6
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Agency Agreement                                           Allen Allen & Hemsley
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            of the Principal Paying Agent with respect to those moneys shall
            cease. The Trustee may, promptly after each Payment Date, request
            confirmation from the Principal Paying Agent that the Principal
            Paying Agent has paid the relevant amount to the Common Depository.
            The Principal Paying Agent will countersign and promptly return any
            such confirmation requested by the Trustee.

     (b)    Subject to the terms of this agreement, the Principal Paying Agent
            shall be entitled to deal with moneys paid to it under this
            agreement in the same manner as other moneys paid to it as a banker
            by its customers. The Principal Paying Agent shall be entitled to
            retain for its own account any interest earned on the sums from time
            to time credited to the separate account referred to in paragraph
            (a) and it need not segregate such sums from other amounts held by
            it.

     (c)    The payment by the Trustee of its A$ payment obligations on each
            Payment Date under the Series Notice and the Conditions to the
            Currency Swap Providers shall be a good discharge to the Trustee.

     (d)    The Trustee shall not be liable for any act or omission or default
            of any Currency Swap Provider or any Paying Agents under this
            Agreement.

3.11 No fee

     Subject to clause 18, no Paying Agent will charge any commission or fee in
     relation to any payment under this agreement.

3.12 Payments outside Australia

     All payments of interest by a Paying Agent in relation to an Class A Note
     must be made to an account outside Australia (for so long as is required
     for that payment to be exempt from interest withholding tax under section
     128F of the Income Tax Assessment Act 1936 (Cth) and the Income Tax
     Assessment Act 1997 (Cth)).

4.   Repayment
--------------------------------------------------------------------------------

     (a)    Immediately on any entitlement to receive principal or interest
            under any Class A Note becoming void under the Conditions, the
            Principal Paying Agent shall repay to the Trustee the amount which
            would have been due in respect of that principal or interest if it
            had been paid before the entitlement became void, together with any
            fees applicable to that payment or entitlement (pro rated as to the
            amount and time) to the extent already paid under clause 18.

     (b)    Despite paragraph (a) the Principal Paying Agent shall not be
            obliged to make any repayment to the Trustee so long as any fees and
            expenses which should have been paid to or to the order of the
            Principal Paying Agent or, if applicable, the Note Trustee by the
            Trustee remain unpaid.

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                                                                          Page 7
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Agency Agreement                                           Allen Allen & Hemsley
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5.   Appointment of the Agent Bank as Reference Agent
--------------------------------------------------------------------------------

     (a)    The Trustee appoints the Agent Bank as its reference agent in
            respect of the Class A Notes upon the terms and conditions set forth
            in this agreement and the Agent Bank accepts that appointment.

     (b)    It is acknowledged and agreed that:

            (i)    the Agent Bank is the agent of the Trustee in its capacity as
                   trustee of the Trust only, and

            (ii)   despite anything else in this agreement, any other
                   Transaction Document or at law, the Trustee in its personal
                   capacity is not responsible for any negligent act or
                   negligent omission, fraudulent act or fraudulent omission or
                   any other act or omission which, had it been done or not done
                   by the Trustee personally, would have amounted to a breach of
                   trust by the Trustee under any Transaction Document or at
                   law, of the Agent Bank.

6.   Duties of the Agent Bank
--------------------------------------------------------------------------------

     (a)    The Agent Bank shall in relation to the Class A Notes until their
            final maturity or such earlier date on which the Class A Notes are
            due and payable in full and in either case until the Trustee has
            paid all amounts in relation to the Class A Notes to the Principal
            Paying Agent or, if applicable, the Note Trustee:

            (i)    perform such duties at its Specified Office in New York and
                   London as are set forth in this agreement and in the
                   Conditions and any other duties which are reasonably
                   incidental at the request of the Trustee, the Trust Manager,
                   the Note Trustee or the Principal Paying Agent;

            (ii)   determine LIBOR for each Coupon Period, and calculate the
                   relevant Coupon on Class A Notes, in the manner set out in
                   Condition 4 and confirm with the Currency Swap Providers that
                   the LIBOR as determined under this agreement is the same as
                   LIBOR determined by the Currency Swap Providers under the
                   related Currency Swap;

            (iii)  notify the Trustee, the Trust Manager, the Note Trustee, the
                   Paying Agents and the London Stock Exchange (for so long as
                   the Relevant Class A Notes are listed on the London Stock
                   Exchange) by telex or facsimile transmission on or as soon as
                   possible after the first day of that Coupon Period, of the
                   Coupon Rate and the Coupon so determined by it in relation to
                   that Coupon Period, specifying to the Trustee the rates upon
                   which they are based and (where relevant) the names of the
                   banks quoting those rates; and

            (iv)   cause the Coupon Rates applicable to the Class A Notes and
                   each Coupon for each Coupon Period together with the

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                                                                          Page 8
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Agency Agreement                                           Allen Allen & Hemsley
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                   relevant Payment Date, to be published (at the expense of the
                   Trustee) in accordance with the provisions of Conditions 4
                   and 12, on or as soon as possible after the commencement of
                   the relevant Interest Period unless the Note Trustee
                   otherwise agrees, provided that the Trustee and the Note
                   Trustee shall co-operate with the Agent Bank in order to
                   effect that publication.

     (b)    The Coupon and relevant Payment Date published under sub-paragraph
            (iv) may subsequently be amended (or appropriate alternative
            arrangements made by way of adjustment) without notice to Class A
            Noteholders in the event of a shortening of the Interest Period.

7.   Note Trustee
--------------------------------------------------------------------------------
     (a)    At any time after an Event of Default in respect of the Class A
            Notes has occurred, or at any time after Definitive Notes have not
            been issued when so required in accordance with the Conditions, the
            Note Trustee may:

            (i)    by notice in writing to the Trustee, the Trust Manager, the
                   Principal Paying Agent, the other Paying Agents and the Agent
                   Bank require the Principal Paying Agent, the other Paying
                   Agents and the Agent Bank either:

                   (A)  (1)  to act as Principal Paying Agent and Paying Agents
                             and Agent Bank respectively of the Note Trustee on
                             the terms of this agreement in relation to payments
                             to be made by or on behalf of the Note Trustee
                             under the terms of the Note Trust Deed, except that
                             the Note Trustee's liability under any provisions
                             of this agreement for the indemnification of the
                             Paying Agents and Agent Bank shall be limited to
                             any amount for the time being held by the Note
                             Trustee on the trusts of the Note Trust Deed and
                             which is available to be applied by the Note
                             Trustee for that purpose; and

                        (2)  hold all Definitive Notes, and all amounts,
                             documents and records held by them in respect of
                             the Class A Notes, on behalf of the Note Trustee;
                             or

                   (B)       to deliver up all Definitive Notes and all amounts,
                             documents and records held by them in respect of
                             the Class A Notes, to the Note Trustee or as the
                             Note Trustee shall direct in that notice, other
                             than any documents or records which the relevant
                             Paying

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                                                                          Page 9
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Agency Agreement                                           Allen Allen & Hemsley
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                                   Agent or Agent Bank is obliged not to release
                                   by any law or regulation; and

                   (ii)      by notice in writing to the Trustee require it to
                             make (or arrange to be made) all subsequent
                             payments in respect of the Class A Notes to the
                             order of the Note Trustee and not to the Principal
                             Paying Agent and, with effect from the issue of
                             that notice to the Trustee and until that notice is
                             withdrawn clause 2.3 of the Note Trust Deed shall
                             not apply.

     (b)    The payment by the Trustee of its payment obligations on each
            Payment Date under the Series Notice and the Conditions to the Note
            Trustee in accordance with paragraph (b) shall be a good discharge
            to the Trustee and the Trustee shall not be liable for any act or
            omission or default of the Note Trustee during the period it is
            required to make payment to the Note Trustee under paragraph (b).

     (c)    The Note Trustee shall forthwith give notice to the Trust Manager,
            the Trustee, the Security Trustee, the Agent Bank, and the Principal
            Paying Agent of any change in the Authorised Signatories of the Note
            Trustee.

     (d)    If the Agent Bank at any time for any reason does not determine the
            Coupon Rate or calculate the Coupon for a Class A Note, the Note
            Trustee shall do so and each such determination or calculation shall
            be deemed to have been made by the Agent Bank. In doing so, the Note
            Trustee shall apply the provisions of clause 6, with any necessary
            consequential amendments, to the extent that, in its opinion, it can
            do so, and, in all other respects it shall do so in such a manner as
            it shall deem fair and reasonable in all the circumstances.

8.   Early Redemption of Class A Notes
--------------------------------------------------------------------------------

     (a)    If the Trustee intends to redeem all (but not some only) of the
            Class A Notes prior to their Maturity Date pursuant to Condition
            5(n) (which it may only do at the direction of the Trust Manager),
            the Trust Manager shall give not less than 5 days' prior notice to
            the Principal Paying Agent and the Note Trustee before giving the
            requisite period of notice to the relevant Class A Noteholders in
            accordance with Condition 5(n) and stating the date on which such
            Class A Notes are to be redeemed.

     (b)    The Principal Paying Agent shall, on receipt of a notice under
            paragraph (a):

            (i)    notify the Common Depository of the proposed redemption,
                   specifying:

                   (A)  the aggregate Invested Amount of the Class A Notes to be
                        redeemed;

                   (B)  the amount of principal to be repaid in relation to the
                        Class A Notes; and

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                                                                         Page 10
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Agency Agreement                                           Allen Allen & Hemsley
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                   (C)  the date on which the Class A Notes are to be redeemed;
                        and

            (ii)   promptly and in accordance with the Conditions on behalf of
                   and at the expense of the Trustee publish the notices
                   required in connection with that redemption.

9.   Pro Rata Redemption, Purchases And Cancellation Of Notes
--------------------------------------------------------------------------------

     (a)    If the Trustee is required to redeem some (but not all) of the Class
            A Notes prior to their Maturity Date pursuant to Condition 5(a) the
            Trust Manager shall on each Determination Date give prior notice to
            the Agent Bank, the Principal Paying Agent and the Note Trustee, as
            provided in Condition 5.

     (b)    On receipt of a notice under paragraph (a), the Principal Paying
            Agent shall notify the Common Depository of the proposed redemption,
            specifying in each case the aggregate principal amount of the Class
            A Notes to be redeemed and the date on which such Class A Notes are
            to be redeemed.

     (c)    For so long as the Class A Notes are listed on the London Stock
            Exchange, the Trust Manager on behalf of the Trustee shall ensure
            that notice of the matters referred to in paragraph (a) is provided
            to the London Stock Exchange (if required).

     (d)    The Trust Manager shall, on (or as soon as practicable after) each
            Determination Date in respect of the Class A Notes, calculate:

            (i)    the amount of principal to be repaid in respect of each Class
                   A Note due on the Payment Date next following that
                   Determination Date;

            (ii)   the Invested Amount of each Class A Note on the first day of
                   the next following Coupon Period (after deducting any
                   principal due to be made on the next Payment Date); and

            (iii)  the Bond Factor for the Class A Notes as of the Notice Date,

            and shall forthwith notify or cause to be notified to the Trustee,
            the Agent Bank, the Note Trustee, the Principal Paying Agent and
            (for so long as the Class A Notes are listed on the London Stock
            Exchange) the London Stock Exchange of each of those determinations
            in accordance with the Series Notice. On receipt of that notice, the
            Principal Paying Agent shall give a copy of that notice to the
            Common Depository in accordance with the requirements of the Note
            Depository Agreement.

     (e)    The Trust Manager will immediately cause details of each
            determination under paragraph (d) to be published in accordance with
            Condition 12 by the Notice Date immediately preceding the relevant
            Payment Date.

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     (f)  If no principal is due to be repaid on the Class A Notes on any
          Payment Date, the Trust Manager shall give notice or shall cause a
          notice to this effect to be given to the Class A Noteholders in
          accordance with Condition 12.

     (g)  If any Class A Notes are redeemed in whole or in part in accordance
          with the Conditions and the Transaction Documents, the Principal
          Paying Agent will, if any Book-Entry Notes are still outstanding in
          relation to those Notes, cause the Note Registrar to record all
          relevant details in the Note Register. The Principal Paying Agent
          shall as soon as possible, and in any event within three months after
          the date of any redemption or purchase, furnish to each of the Trustee
          and the Note Trustee a certificate setting out the aggregate Invested
          Amount and Stated Amount of Class A Notes which have been redeemed or
          the aggregate Invested Amount and Stated Amount of Class A Notes which
          have been purchased. If the Invested Amount of a Book-Entry Note is
          reduced to nil, the Principal Paying Agent shall destroy the relevant
          Book-Entry Note and issue a destruction certificate forthwith to the
          Note Trustee and shall send a copy of that certificate to the Trustee,
          the Trust Manager and the Note Trustee.

10.  Notices to Class A Noteholders
--------------------------------------------------------------------------------

     (a)  At the request and expense of the Trustee, the Principal Paying Agent
          shall arrange for the delivery of all notices and the Noteholders
          Report to Class A Noteholders in accordance with the Conditions.

     (b)  The Principal Paying Agent shall promptly send to the Note Trustee one
          copy of the form of every notice given to Class A Noteholders in
          accordance with the Conditions.

11.  Documents and Forms
--------------------------------------------------------------------------------

     (a)  The Trust Manager shall provide to the Principal Paying Agent for
          distribution to each Paying Agent sufficient copies of all documents
          required by the Conditions or the Note Trust Deed to be available to
          Class A Noteholders for issue or inspection (including the Note Trust
          Deed, the Master Trust Deed and the Series Notice).

     (b)  The Trust Manager and the Trustee shall provide to the Agent Bank such
          documents as the Agent Bank may reasonably require from the Trustee in
          order for the Agent Bank properly to fulfil its duties in respect of
          the Class A Notes.

12.  Authentication
--------------------------------------------------------------------------------

     The Principal Paying Agent shall authenticate or cause to be authenticated
     the Book-Entry Notes and (if required) the Definitive Notes (whether on
     initial issue or on replacement).

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13.  Indemnity
--------------------------------------------------------------------------------

     (a)  Subject to paragraph (b) and clause 23, the Trustee shall indemnify
          each Paying Agent and the Agent Bank against any loss, damages,
          proceeding, liability, cost, claim, action, demand or expense (each,
          an Expense) which the Paying Agent may incur or which may be made
          against the Paying Agent as a result of or in connection with the
          Paying Agent's or Agent Bank (as the case may be) appointment or the
          proper exercise of the Paying Agent's powers and proper performance of
          the Paying Agent's or Agent Bank (as the case may be) duties under
          this agreement, notwithstanding the resignation or removal of that
          Paying Agent or the Agent Bank in accordance with clause 17 (including
          any liability in respect of payment of a cheque drawn by that Paying
          Agent or Agent Bank (as the case may be) where the cheque is collected
          or sued upon or an attempt at collection is made after the amount in
          respect of which it is paid has been returned to the Trustee under
          clause 4).

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

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

          (ii)   if the Paying Agent or the Agent Bank (as the case may be)
                 gives notice of the Expense to the Trustee and the Trust
                 Manager as soon as the Paying Agent or the Agent Bank (as the
                 case may be) becomes aware of the Expense; and

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

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

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14.  The Note Register
--------------------------------------------------------------------------------

14.1 Appointment of Note Registrar

     The Trustee appoints [*] to be the initial Note Registrar. [*] accepts
     that appointment.

14.2 Details to be kept on the Note Register

     The Note Registrar shall keep the Note Register with respect to the Trust
     in accordance with the Note Trust Deed, on which shall be entered the
     following information relating to the Trust:

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

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

     (c)  (Issue Dates) the Issue Dates for Class A Notes issued in relation to
          the Trust;

     (d)  (Initial Invested Amount) the total Initial Invested Amount of Class A
          Notes issued on each such Issue Date;

     (e)  (Invested Amount) the Invested Amount of each Class A Note from time
          to time;

     (f)  (Stated Amount) the Stated Amount of each Class A Note from time to
          time;

     (g)  (details of Noteholders) the name and address of each Class A
          Noteholder;

     (h)  (number of Notes) the number of Notes held by each Class A Noteholder;

     (i)  (date of entry) the date on which a person was entered as the holder
          of Class A Notes;

     (j)  (date of cessation) the date on which a person ceased to be an Class A
          Noteholder;

     (k)  (account) the account to which any payments due to an Class A
          Noteholder are to be made (if applicable);

     (l)  (payments) a record of each payment in respect of the Class A Notes;
          and

     (m)  (additional information)  such other information as:

          (i)   is required by the Series Notice;

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

          (iii) the Trust Manager or the Trustee reasonably requires.

14.3 Payments of Principal and Interest

     (a)  Any payment of principal or interest on any Class A Note shall be
          endorsed by the Note Registrar on the Note Register. In the case of
          payments of principal, the Invested Amount of the Class A Notes

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          shall be reduced for all purposes by the amount so paid and endorsed
          on the Note Register. Any such record shall be prima facie evidence
          that the payment in question has been made.

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

14.4 Place of keeping Register, copies and access

     The Note Register shall be:

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

     (b)  (access to Trust Manager and Auditor) open to the Trustee, the Trust
          Manager and the Auditor of the Trust to inspect during normal business
          hours;

     (c)  (inspection by Class A Noteholders) open for inspection by an Class A
          Noteholder during normal business hours but only in respect of
          information relating to that Class A Noteholder; and

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

14.5 Details on Note Register conclusive

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

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

14.6 Alteration of details on Note Register

     On the Note Registrar being notified of any change of name or address or
     payment or other details of an Class A Noteholder by the Class A
     Noteholder, the Note Registrar shall alter the Note Register accordingly.

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14.7  Rectification of Note Register

      If:

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

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

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

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

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

      the Note Registrar may rectify the same.

14.8  Correctness of Note Register

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

15.   Changes of Note Registrar
--------------------------------------------------------------------------------

15.1  Removal

      The Trustee (or the Trust Manager on its behalf after advising the
      Trustee) may terminate the appointment of the Note Registrar with the
      prior written approval of the Note Trustee (which approval must not be
      unreasonably withheld or delayed), with effect not less than 60 days from
      that notice.

15.2  Resignation

      Subject to this clause 15 the Note Registrar may resign its appointment at
      any time by giving to the Trustee, the Trust Manager and the Note
      Registrar not less than 60 days written notice to that effect.

15.3  Limitation

      Despite clauses 15.1 and 15.2:

      (a)  no resignation by or termination of the appointment of the Note
           Registrar shall take effect until a new Note Registrar approved in
           writing by the Note Trustee has been appointed on terms previously
           approved in writing by the Note Trustee (in each case, that approval
           not to be unreasonably withheld or delayed); and

     (b)   the appointment of a new Note Registrar shall be on the terms and
           subject to the conditions of this agreement and the outgoing Note
           Registrar shall co-operate fully to do all further acts and things
           and execute any further documents as may be necessary or desirable to
           give effect to the appointment of the new Note Registrar.

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16.   General
--------------------------------------------------------------------------------

16.1  Communications to Class A Noteholders

      The Principal Paying Agent shall, upon receipt from the Trustee, Trust
      Manager, Security Trustee or Note Trustee of any communication to be
      delivered to Class A Noteholders or Class A Note Owners, including any
      communications pursuant to clauses 3.3, 7.1 18(a), 22.1, 23.2 or 32.2(b)
      of the Note Trust Deed or any other solicitation of notice from or consent
      of the Class A Noteholders or Note Owners pursuant to or relating to the
      Note Trust Deed or this agreement, forward such communications to the
      Class A Noteholders, along with instructions that the responses relating
      to such communications be returned to the Principal Paying Agent. Such
      communication shall include the date upon which the response to such
      solicitation shall be delivered (the Response Date). The Principal Paying
      Agent shall treat any Noteholder who has not delivered its response as of
      the Response Date as having withheld its consent to the proposed action.
      The Principal Paying Agent shall notify the Trustee, Trust Manager and
      Note Trustee of the results of any such solicitations of consent.

16.2  Agency

      Subject to any other provision of this agreement, each Note Party shall
      act solely for and as agent of the Trustee and shall not have any
      obligations towards or relationship of agency or trust with any person
      entitled to receive payments of principal and/or interest on the Class A
      Notes and shall be responsible only for performance of the duties and
      obligations expressly imposed upon it in this agreement.

16.3  Identity

      Each Paying Agent shall (except as ordered by a court of competent
      jurisdiction or as required by law) be entitled to treat the person:

      (a)  who is, while a Book-Entry Note remains outstanding, the registered
           owner of that Book-Entry Note as the person entitled to receive
           payments of principal or interest (as applicable) and each person
           shown in the records of the Common Depository as the holder of any
           Class A Note represented by a Book-Entry Note shall be entitled to
           receive from the registered owner of that Book-Entry Note any payment
           so made in accordance with the respective rules and procedures of the
           Common Depository and on the terms and subject to the conditions of
           that Book-Entry Note;

      (b)  who is the registered owner of any relevant Definitive Note as the
           absolute owner or owners of that Definitive Note (whether or not that
           Definitive Note is overdue and despite any notice of ownership or
           writing on it or any notice of previous loss or theft or of any trust
           or other interest in it); or

      (c)  who, when a Book-Entry Note in respect of any Class A Note is no
           longer outstanding but Definitive Notes in respect of the Class A
           Notes have not been issued, is for the time being the Note Trustee,
           as

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                                                                         Page 17
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          the person entrusted with the receipt of principal or interest, as
          applicable, on behalf of the relevant Class A Noteholders,

      and in all cases and for all purposes despite any notice to the contrary
      and shall not be liable for so doing.

16.4  No set-off

      No Paying Agent shall exercise any right of set-off, withholding,
      counterclaim or lien against, or make any deduction in any payment to, any
      person entitled to receive amounts of principal or interest on the Class A
      Notes in respect of moneys payable by it under this agreement.

16.5  Reliance

      Each Note Party shall be protected and shall incur no liability for or in
      respect of any action taken, omitted or suffered by it in reliance upon
      any instruction, request or order from the Trustee or the Trust Manager or
      in reliance upon any Class A Note or upon any notice, resolution,
      direction, consent, certificate, affidavit, statement or other paper or
      document reasonably believed by it to be genuine and to have been
      delivered, signed or sent by the proper party or parties.

16.6  Entitled to deal

      A Note Party shall not be precluded from acquiring, holding or dealing in
      any Class A Notes or from engaging or being interested in any contract or
      other financial or other transaction with the Trustee, the Trust Manager
      or the Servicer as freely as if it were not an agent of the Trustee under
      this agreement and in no event whatsoever (other than fraud, wilful
      misconduct, negligence or bad faith) shall any Note Party be liable to
      account to the Trustee or any person entitled to receive amounts of
      principal or interest on the Class A Notes for any profit made or fees or
      commissions received in connection with this agreement or any Class A
      Notes.

16.7  Consultation

      Each Note Party may, after 10 days prior notice to the Trustee and the
      Trust Manager, consult as to legal matters with lawyers selected by it,
      who may be employees of or lawyers to the Trustee, the Trust Manager or
      the relevant Paying Agent.

16.8  Duties

      Each Note Party shall perform the duties, and only the duties, contained
      in or reasonably incidental to this agreement and the Conditions and in
      the Class A Notes and no implied duties or obligations (other than general
      laws as to agency) shall be read into this agreement or the Class A Notes
      against any Note Party. A Note Party shall not be required to take any
      action under this agreement which would require it to incur any expense or
      liability, for which (in its reasonable opinion) either it would not be
      reimbursed within a reasonable time or in respect of which it has not been
      indemnified to its satisfaction.

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16.9   Income Tax Returns

       The Principal Paying Agent shall deliver to each Class A Noteholder such
       information as may be reasonably required to enable such Class A
       Noteholder to prepare its federal and state income tax returns.

16.10  Obligations of each Note Party

       Each Note Party represents and warrants that it is duly qualified to
       assume its obligations under this agreement and has obtained all
       necessary approvals required to perform its obligations under this
       agreement.

17.    Changes in Paying Agents and Agent Bank
--------------------------------------------------------------------------------

17.1   Removal

       The Trustee (or the Trust Manager on its behalf after advising the
       Trustee) may at any time:

       (a)  with the prior written approval of the Note Trustee appoint:

            (i)  additional or alternative Paying Agents; or

            (ii) an alternative Agent Bank;

       (b)  subject to this clause 17, terminate the appointment of any Paying
            Agent or the Agent Bank by giving written notice to that effect to
            each Designated Rating Agency, the Agent Bank (if its appointment is
            to be terminated), the Principal Paying Agent and (if different) the
            Paying Agent whose appointment is to be terminated:

            (i)  with effect immediately on that notice, if any of the following
                 occurs in relation to the Paying Agent or Agent Bank (as the
                 case may be):

                 (A)  an Insolvency Event has occurred in relation to the Paying
                      Agent or Agent Bank;

                 (B)  the Paying Agent or Agent Bank has ceased its business;

                 (C)  the Paying Agent or Agent Bank has failed to remedy within
                      fourteen days after prior written notice by the Trustee or
                      Trust Manager any material breach of this agreement on the
                      part of the Paying Agent; or

            (ii) otherwise, with the prior written approval of the Note Trustee
                 (which approval must not be unreasonably withheld or delayed)
                 with effect not less than 60 days' from that notice, which date
                 shall be not less than 30 days before nor 30 days after any due
                 date for payment of any Class A Notes.

17.2   Resignation

       Subject to this clause 17, a Paying Agent or the Agent Bank may resign
       its appointment under this agreement at any time by giving to the
       Trustee, the

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      Trust Manager, each Designated Rating Agency and (where a Paying Agent is
      resigning and the Paying Agent is not the Principal Paying Agent) the
      Principal Paying Agent not less than 60 days' written notice to that
      effect, which notice shall expire not less than 30 days before or 30 days
      after any due date for payment of any Class A Notes.

17.3  Limitation

      Despite clauses 17.1 and 17.2:

      (a)   no resignation by or termination of the appointment of the Principal
            Paying Agent shall take effect until a new Principal Paying Agent
            approved in writing by the Note Trustee has been appointed on terms
            previously approved in writing by the Note Trustee (in each case,
            that approval not to be unreasonably withheld or delayed);

      (b)   if any Paying Agent or the Agent Bank resigns in accordance with
            clause 17.2, but by the day falling 15 days before the expiry of any
            notice under clause 17.2 the Trustee or the Trust Manager has not
            appointed a new Paying Agent or Agent Bank, then the relevant Paying
            Agent or Agent Bank (as the case may be) may appoint in its place
            any reputable bank or trust company of good standing approved in
            writing by the Note Trustee and appointed on terms previously
            approved in writing by the Note Trustee (in each case, that approval
            not to be unreasonably withheld or delayed);

      (c)   no resignation by or termination of the appointment of any Paying
            Agent shall take effect if as a result of that resignation or
            termination there would cease to be a Paying Agent which has a
            Paying Office in the City of New York and London;

      (d)   no appointment or termination of the appointment of any Paying Agent
            shall take effect unless and until notice has been given to the
            Class A Noteholders in accordance with the Conditions;

      (e)   no resignation by or termination of the appointment of the Agent
            Bank shall take effect until a new Agent Bank having its Specified
            Office in the City of London has been appointed; and

      (f)   the appointment of any additional Paying Agent shall be on the terms
            and subject to the conditions of this agreement and each of the
            parties to this agreement shall co-operate fully to do all further
            acts and things and execute any further documents as may be
            necessary or desirable to give effect to the appointment of the
            Paying Agent (which shall not, except in the case of an appointment
            under clause 17.1(a) or a termination under clause 17.1(b)(ii), be
            at the cost of the Trustee or Trust Manager).

17.4  Delivery of amounts

      If the appointment of the Principal Paying Agent terminates, the Principal
      Paying Agent shall, on the date on which that termination takes effect,
      pay to the successor Principal Paying Agent any amount held by it for
      payment of principal or interest in respect of any Class A Note and shall
      deliver to the

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      successor Principal Paying Agent all records maintained by it pursuant to
      this agreement and all documents (including any Definitive Notes) held by
      it.

17.5  Successor to Principal Paying Agent

      (a)  On the execution by the Trustee, the Trust Manager and any successor
           Principal Paying Agent of an instrument effecting the appointment of
           that successor Principal Paying Agent, that successor Principal
           Paying Agent shall, without any further act, deed or conveyance,
           become vested with all the authority, rights, powers, trusts,
           immunities, duties and obligations of its predecessor with effect as
           if originally named as Principal Paying Agent in this agreement and
           that predecessor, on payment to it of the pro rata proportion of its
           administration fee and disbursements then unpaid (if any), shall have
           no further liabilities under this agreement, except for any accrued
           liabilities arising from or relating to any act or omission occurring
           prior to the date on which the successor Principal Paying Agent is
           appointed.

      (b)  Any corporation:

           (i)   into which the Principal Paying Agent is merged;

           (ii)  with which the Principal Paying Agent is consolidated;

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

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

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

17.6  Successor to Agent Bank

      (a)  On the execution by the Trustee, the Trust Manager and any successor
           Agent Bank of an instrument effecting the appointment of that
           successor Agent Bank, that successor Agent Bank shall, without any
           further act, deed or conveyance, become vested with all the
           authority, rights, powers, trusts, immunities, duties and obligations
           of its predecessor with effect as if originally named as Agent Bank
           in this agreement and that predecessor, on payment to it of the pro
           rata proportion of its administration fee and disbursements then
           unpaid (if any), shall have no further liabilities under this
           agreement, except for any accrued liabilities arising from or
           relating to any act or omission


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           occurring prior to the date on which the successor Agent Bank is
           appointed.

      (b)  Any corporation:

           (i)   into which the Agent Bank is merged;

           (ii)  with which the Agent Bank is consolidated;

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

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

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

17.7  Notice to Class A Noteholders

      The Trust Manager on behalf of the Trustee shall, within 14 days of:

      (a)  the termination of the appointment of any Paying Agent or the Agent
           Bank;

      (b)  the appointment of a new Paying Agent or Agent Bank; or

      (c)  the resignation of any Paying Agent or Agent Bank,

      give to the Class A Noteholders notice of the termination, appointment or
      resignation in accordance with Condition 12 (in the case of a termination
      under clause 17.1(b)(i) or 17.2 at the cost of the outgoing Paying Agent).

17.8  Change in Paying Office or Specified Office

      (a)  If any Paying Agent proposes to change its Paying Office (which must
           be within the same city as its previous Paying Office), it must give
           to the Trustee, the Trust Manager, the Note Trustee and, in the case
           of a change in the Paying Office of a Paying Agent other than the
           Principal Paying Agent, the Principal Paying Agent, not less than 30
           days' prior written notice of that change, giving the address of the
           new Paying Office and stating the date on which the change is to take
           effect. No change of Paying Office may occur within the period
           between 30 days before and 30 days after any due date for payment of
           any Class A Notes.

      (b)  If the Agent Bank proposes to change its Specified Office (which must
           be in the City of London, it must give to the Trustee, the Trust
           Manager and the Note Trustee, not less than 30 days' prior written
           notice of that change, giving the address of the new Specified Office
           and stating the date on which the change is to take effect. No change


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      of specified office may occur within the period between 30 days before and
      30 days after any due date for payment of any Class A Notes.

      (c)  The Trustee or Trust Manager must, within 14 days of receipt of a
           notice under paragraph (a) (unless the appointment is to terminate
           pursuant to clause 17.1 or 17.2 on or prior to the date of that
           change) give to the Class A Noteholders notice in accordance with the
           Conditions of that change and of the address of the new Paying Office
           but the costs of giving that notice shall be borne by the Paying
           Agent which is changing its Paying Office and not by the Trustee or
           the Trust Manager.

      (d)  Despite any other provision of this agreement, no Paying Office may
           be located in Australia.

18.   Fees and Expenses
--------------------------------------------------------------------------------

      (a)  The Trustee shall pay to the Principal Paying Agent during the period
           when any of the Class A Notes remain outstanding the administration
           fee separately agreed by the Principal Paying Agent and the Trustee,
           together with any out-of-pocket expenses reasonably incurred
           (including any legal fees and expenses). If the appointment of the
           Principal Paying Agent is terminated under this agreement, the
           Principal Paying Agent must refund to the Trustee that proportion of
           the fee (if any) which relates to the period during which the
           Principal Paying Agent will not be the Principal Paying Agent.

      (b)  The Trustee shall pay to the Agent Bank during the period when any of
           the Class A Notes remain outstanding the fee separately agreed by the
           Agent Bank and the Trustee, together with any out-of-pocket expenses
           reasonably incurred (including any legal fees and expenses). If the
           appointment of the Agent Bank is terminated under this agreement, the
           Agent Bank must refund to the Trustee that proportion of the fee (if
           any) which relates to the period during which the Agent Bank will not
           be the Agent Bank.

      (c)  The Trustee shall pay to the Note Registrar during the period when
           any of the Class A Notes remain outstanding the fee separately agreed
           by the Note Registrar and the Trustee, together with any out-of-
           pocket expenses reasonably incurred (including any legal fees and
           expenses). If the appointment of the Note Registrar is terminated
           under this agreement, the Note Registrar must refund to the Trustee
           that proportion of the fee (if any) which relates to the period
           during which the Note Registrar will not be the Note Registrar.

      (d)  Save as provided in paragraphs (a) and (c), or as expressly provided
           elsewhere in this agreement, neither the Trustee nor the Trust
           Manager shall have any liability in respect of any fees or expenses
           of the Agent Bank, Principal Paying Agent or any other Paying Agent
           or the Note Registrar in connection with this agreement.


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Agency Agreement                                           Allen Allen & Hemsley
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      (e)  The above fees, payments and expenses shall be paid in United States
           dollars and the Trustee shall in addition pay any Value Added Tax
           which may be applicable. The Principal Paying Agent shall arrange for
           payment of commissions to the other Paying Agents and arrange for the
           reimbursement of their expenses promptly upon demand, supported by
           evidence of that expenditure, and provided that payment is made as
           required by paragraph (a) the Trustee shall not be concerned with or
           liable in respect of that payment.

19.   Waivers, Remedies Cumulative
--------------------------------------------------------------------------------

      (a)  No failure to exercise and no delay in exercising any right, power or
           remedy under this agreement operates as a waiver. Nor does any single
           or partial exercise of any right, power or remedy preclude any other
           or further exercise of that or any other right, power or remedy.

      (b)  The rights, powers and remedies provided to a party in this agreement
           are in addition to, and do not exclude or limit, any right, power or
           remedy provided by law.

20.   Severability of Provisions
--------------------------------------------------------------------------------

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

21.   Assignments
--------------------------------------------------------------------------------

      No party may assign or transfer any of its rights or obligations under
      this agreement without the prior written consent of the other parties, or
      if the rating of the Class A Notes would be withdrawn or reduced as a
      result of the assignment.

22.   Notices
--------------------------------------------------------------------------------

22.1  General

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

      (a)  must be in writing;

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

      (c)  will be taken to be duly given or made:

           (i)  (in the case of delivery in person or by post) when delivered,
                received or left at the address of the recipient shown in clause


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Agency Agreement                                           Allen Allen & Hemsley
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                22.2 or to any other address which it may have notified by the
                recipient to the sender;

          (ii)  (in the case of facsimile transmission) on receipt of a
                transmission report confirming successful transmission to the
                number shown in clause 22.2 or any other number notified by the
                recipient to the sender under this clause 22; and

          (iii) (in the case of a telex) on receipt by the sender of the
                answerback code of the recipient at the end of transmission to
                the number shown in clause 22.2 or any other number notified by
                the recipient to the sender under this clause 22,

          but if delivery or receipt is on a day on which business is not
          generally carried on in the place to which the communication is sent
          or is later than 4.00 pm (local time), it will be taken to have been
          duly given or made at the commencement of business on the next day on
          which business is generally carried on in that place.

22.2  Details

      The address, facsimile and telex of each party at the date of this
      agreement are as follows:

      The Trustee

      WESTPAC SECURITIES ADMINISTRATION LIMITED

      Level 5, Endeavour House
      50 Pitt Street
      SYDNEY NSW 2000

      Tel:        612 9260 7010
      Fax:        612 9220 4113

      Attention:  Trustee Securitisation Manager

      The Trust Manager

      WESTPAC SECURITISATION MANAGEMENT PTY LIMITED

      Level 6
      60 Martin Place
      SYDNEY NSW 2000

      Tel:        612 9226 3212
      Fax:        612 9226 1732

      Attention:  Securitisation Trust Manager

      Copy to:    Lewis E Love, Jr
                  C/- Westpac Banking Corporation
                  575 Fifth Avenue
                  39th Floor
                  New York N.Y. 10023


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Agency Agreement                                           Allen Allen & Hemsley
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      The Principal Paying Agent

      [*]

      [*]

      Fax:        [*]

      Attention:  [*]

      The Agent Bank

      [*]

      [*]

      Fax:        [*]

      Attention:  [*]

      The Note Trustee

      [*]

      [*]

      Fax:        [*]

      Attention:  [*]

      The Note Registrar

      [*]

      [*]

      Fax:        [*]

      Attention:  [*]

22.3  Communication through Principal Paying Agent

      All communications relating to this agreement between the Trustee and the
      Agent Bank and any of the Paying Agents or between the Paying Agents
      themselves shall, save as otherwise provided in this agreement, be made
      through the Principal Paying Agent.

23.   Limited Recourse
--------------------------------------------------------------------------------

23.1  General

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

23.2  Liability of Trustee limited to its right to indemnity

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


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Agency Agreement                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

                which the Trustee is actually indemnified for the liability.
                This limitation of the Trustee's liability applies despite any
                other provision of this agreement and extends to all liabilities
                and obligations of the Trustee in any way connected with any
                representation, warranty, conduct, omission, agreement or
                transaction related to this agreement or the Trust.

          (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 similar person to
                the Trustee or prove in any liquidation, administration or
                arrangement of or affecting the Trustee.

          (iii) The provisions of this clause 23 shall not apply to any
                obligation or liability of the Trustee to the extent that it is
                not satisfied because under a Transaction Document or by
                operation of law there is a reduction in the extent of the
                Trustee's indemnification out of the Assets of the Trust, as a
                result of the Trustee's fraud, negligence or breach of trust.

          (iv)  It is acknowledged that the Trust Manager, the Servicer, the
                Currency Swap Providers, the Note Trustee, the Agent Bank, the
                Principal Paying Agent and the Paying Agents (each a Relevant
                Party) are responsible under this agreement and the other
                Transaction Documents for performing a variety of obligations
                relating to the Trust. No act or omission of the Trustee
                (including any related failure to satisfy its obligations under
                this agreement) will be considered fraud, negligence or breach
                of trust of the Trustee for the purpose of sub-paragraph (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 agreement 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 agreement or the
                relevant Transaction Documents, but excluding any Relevant
                Party).

          (v)   No attorney, agent, receiver, or receiver and manager appointed
                in accordance with this agreement or any other Transaction
                Document (including a Relevant Party) has authority to act on
                behalf of the Trustee in a way which exposes the Trustee to any
                personal liability and no act or omission of any such person
                will be considered fraud, negligence or breach of trust of the
                Trustee for the purpose of


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                                                                         Page 27
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Agency Agreement                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

                sub-paragraph (iii), if the Trustee has exercised reasonable
                care in the selection and supervision of such a person.

23.3  Unrestricted remedies

      Nothing in clause 23.2 limits a Paying Agent, the Agent Bank or the Note
      Trustee in:

      (a)  obtaining an injunction or other order to restrain any breach of this
           agreement by any party;

      (b)  obtaining declaratory relief; or

      (c)  in relation to its rights under the Security Trust Deed.

23.4  Restricted remedies

      Except as provided in clause 23.3, none of the Paying Agents, the Agent
      Bank or the Note Trustee shall:

      (a)  (judgment) obtain a judgment for the payment of money or damages by
           the Trustee;

      (b)  (statutory demand) issue any demand under s459E(1) of the
           Corporations Law (or any analogous provision under any other law)
           against the Trustee;

      (c)  (winding up) apply for the winding up or dissolution of the Trustee;

      (d)  (execution) levy or enforce any distress or other execution to, on,
           or against any assets of the Trustee;

      (e)  (court appointed receiver) apply for the appointment by a court of a
           receiver to any of the assets of the Trustee;

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

      (g)  (administrator) appoint, or agree to the appointment, of any
           administrator to the Trustee,

      or take proceedings for any of the above and each Paying Agent, the Agent
      Bank and the Note Trustee waives its rights to make those applications and
      take those proceedings.

24.   Counterparts
--------------------------------------------------------------------------------

      This agreement may be executed in any number of counterparts.  All
      counterparts together will be taken to constitute one instrument.

25.   Governing Law
--------------------------------------------------------------------------------

      This agreement is governed by the laws of New South Wales. Each party
      submits to the non-exclusive jurisdiction of the courts exercising
      jurisdiction there.


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                                                                         Page 28
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Agency Agreement                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

26.   Successor Trustee
--------------------------------------------------------------------------------

      Each Paying Agent shall do all things reasonably necessary to enable any
      successor Trustee appointed under clause 24 of the Master Trust Deed to
      become the Trustee under this agreement.


EXECUTED in London.


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


TRUSTEE


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

_____________________________________     ______________________________
Witness                                   Print name

_____________________________________
Print name


TRUST MANAGER


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

_____________________________________     ______________________________
Witness                                   Print name

_____________________________________
Print name


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                                                                         Page 29
<PAGE>

Agency Agreement                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

NOTE TRUSTEE


SIGNED on behalf of                  )
[*]                                  )
by its attorney                      )
in the presence of:                  )    _________________________________
                                          Signature

______________________________________    _________________________________
Witness                                   Print name

______________________________________
Print name


PRINCIPAL PAYING AGENT


SIGNED on behalf of                  )
[*]                                  )
by its attorney                      )
in the presence of:                  )    _________________________________
                                          Signature

_____________________________________     _________________________________
Witness                                   Print name

_____________________________________
Print name


AGENT BANK


SIGNED on behalf of                  )
[*]                                  )
by its attorney                      )
in the presence of:                  )    _________________________________
                                          Signature

______________________________________    _________________________________
Witness                                   Print name

______________________________________
Print name


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<PAGE>

Agency Agreement                                           Allen Allen & Hemsley
--------------------------------------------------------------------------------

NOTE REGISTRAR


SIGNED on behalf of                  )
[*]                                  )
by its attorney                      )
in the presence of:                  )    _________________________________
                                          Signature

______________________________________    _________________________________
Witness                                   Print name

______________________________________
Print name


--------------------------------------------------------------------------------
                                                                         Page 31