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                                                                    Exhibit 10.3


              ---------------------------------------------------
                                DATED 17 MAY 2001







                            KINGFISHER TRUST 2001-1G
                            REDRAW FACILITY AGREEMENT




                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
                          ("REDRAW FACILITY PROVIDER")















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                           Facsimile (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:BCC


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CONTENTS          KINGFISHER TRUST 2001-1G
                  REDRAW FACILITY AGREEMENT
================================================================================

                  1   INTERPRETATION                                       1

                  2   THE REDRAW FACILITY                                  3

                  3   CONDITIONS PRECEDENT                                 5

                  4   REDRAW DRAWINGS                                      6

                  5   INTEREST PERIODS                                     7

                  6   INTEREST                                             7

                  7   REPAYMENT OF REDRAW DRAWINGS                         8

                  8   AVAILABILITY FEE                                     9

                  9   CANCELLATION OR REDUCTION OF THE REDRAW FACILITY     9

                  10  CHANGED COSTS EVENT                                 10

                  11  ILLEGALITY                                          11

                  12  PAYMENTS AND TAXES                                  11

                  13  REPRESENTATIONS AND WARRANTIES                      12

                  14  GENERAL UNDERTAKINGS BY TRUSTEE                     14

                  15  REDRAW EVENTS OF DEFAULT                            15

                  16  NOTICES                                             16

                  17  SECURITY INTERESTS AND ASSIGNMENT                   17

                  18  MISCELLANEOUS                                       18

                  19  LIABILITY OF TRUSTEE AND LIMITED RECOURSE           19

                  20  GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS  20

                  21  COUNTERPARTS                                        20

                  22  COSTS, CHARGES, EXPENSES AND INDEMNITIES            20

                  23  REDRAW FACILITY PROVIDER TERMINATION DATE           22

                  SCHEDULE 1        DRAWDOWN NOTICE (CLAUSE 4)            23


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                        KINGFISHER TRUST 2001-1G
                        REDRAW FACILITY AGREEMENT

DATE:                   17 May 2001

PARTIES:                PERPETUAL TRUSTEE COMPANY LIMITED
                        (ABN 42 000 001 007) in its capacity as trustee of the
                        Trust and having its registered office at Level 3, 39
                        Hunter Street, Sydney, NSW 2000 ("TRUSTEE")

                        ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
                        registered office at Level 17, 530 Collins Street,
                        Melbourne, Victoria, 3000 ("TRUST MANAGER")

                        AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ABN 11
                        005 357 522) having its registered office at Level 6,
                        100 Queen Street, Melbourne, Victoria, 3000 ("REDRAW
                        FACILITY PROVIDER")


1.    INTERPRETATION
================================================================================
                  1.1   The following words have these meanings in this
                        agreement unless the contrary intention appears.

                        AVAILABLE REDRAW AMOUNT means, on a Determination Date,
                        an amount equal to:

                        (a)   the Redraw Limit on that Determination Date; less

                        (b)   the Redraw Principal Outstanding on that
                              Determination Date.

                        AVAILABILITY PERIOD means the period commencing on the
                        Closing Date and ending on the Redraw Facility
                        Termination Date.

                        CHANGED COSTS EVENT means:

                        (a)   the introduction or commencement after the date of
                              this agreement of, or any change in, or in the
                              interpretation, application or administration of
                              the compliance by, or a change in the method of
                              compliance by, the Redraw Facility Provider with
                              any law or regulation;

                        (b)   the incurrence of any new Taxes (other than a Tax
                              on the overall net income of the Redraw Facility
                              Provider); or

                        (c)   the imposition by any regulatory authority in
                              respect of the Redraw Facility Provider of any
                              new, or change in the imposition of any (as at the
                              date of this agreement), reserve requirement,
                              statutory reserve deposit, special deposit,
                              capital adequacy ratio, equity ratio, liquidity
                              ratio, liabilities ratio or other similar
                              requirement,

                        whether such event results in an increase or a decrease
                        in the relevant amount or cost referred to in clause
                        10.1.


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                        DEFINITIONS SCHEDULE means the deed entitled "Kingfisher
                        Master Trusts Master Definitions Schedule" dated 1
                        August 2000 between the Trustee, the Trust Manager and
                        P.T. Limited as amended by the deed entitled "Kingfisher
                        Master Trusts Amending Deed" dated 16 May 2001.

                        DRAWDOWN DATE means the date on which a drawing is or is
                        to be made under the Redraw Facility, which date must be
                        a Payment Date in respect of the Trust.

                        DRAWDOWN NOTICE means a notice given in accordance with
                        clause 4.1.

                        PERFORMING PURCHASED RECEIVABLES AMOUNT means, at any
                        time, the aggregate of:

                        (a)   the Outstanding Balance of all Housing Loans which
                              comprise part of the Purchased Receivables in
                              respect of which no payment due from the Debtor
                              has been in arrears for a period of more than 90
                              consecutive days; and

                        (b)   the Outstanding Balance of all Housing Loans which
                              comprise part of the Purchased Receivables in
                              respect of which a payment from the Debtor has
                              been in arrears for a period of more than 90
                              consecutive days and in respect of which a valid
                              claim is available under a Mortgage Insurance
                              Policy.

                        REDRAW DRAWING means a drawing made under the Redraw
                        Facility.

                        REDRAW EVENT OF DEFAULT has the meaning given to it in
                        clause 15.1.

                        REDRAW FACILITY means the facility granted pursuant to
                        this agreement.

                        REDRAW FACILITY TERMINATION DATE means the earliest of:

                        (a)   the Scheduled Termination Date;

                        (b)   the date upon which the Redraw Facility Provider
                              makes a determination under clause 11.1;

                        (c)   the date upon which the Trust Manager terminates
                              the Liquidity Facility under clause 23.1 and
                              clause 23.3;

                        (d)   the date upon which the Redraw Limit is cancelled
                              or reduced to zero under clause 9; and

                        (e)   the date upon which the Redraw Facility Provider
                              terminates the Redraw Facility under clause 15.2.

                        REDRAW FACILITY PROVIDER TERMINATION DATE means the date
                        determined under clause 23.3.

                        REDRAW INTEREST PERIOD means each period determined in
                        accordance with clause 5.


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                        REDRAW INTEREST RATE means, in respect of a Redraw
                        Drawing, the interest rate calculated in accordance with
                        clause 6.2.

                        REDRAW LIMIT means, at any time, the lesser of:

                        (a)   $40 million;

                        (b)   the Performing Purchased Receivables Amount on the
                              last day of the previous Collection Period; and

                        (c)   the amount (if any) to which the Redraw Limit has
                              been reduced to at that time in accordance with
                              clause 9.2.

                        SCHEDULED TERMINATION DATE means the date which is 364
                        days after the date of this agreement or such later date
                        as is specified by the Redraw Facility Provider under
                        clause 2.7.

                        SUPPLEMENTAL DEED means the deed entitled "Kingfisher
                        Trust 2001-1G Supplemental Deed" dated on or about the
                        date of this agreement between, amongst others, the
                        Trustee, the Trust Manager and the Unitholders.

                        TRUST means the Kingfisher Trust 2001-1G.

OTHER DEFINITIONS

                  1.2   Unless otherwise defined in this agreement, words and
                        phrases defined in the Definitions Schedule or the
                        Supplemental Deed have the same meaning in this
                        agreement with each reference to "this deed" being
                        construed as a reference to "this agreement". In the
                        event of an inconsistency between a definition in the
                        Definitions Schedule or the Supplemental Deed and this
                        agreement, the definition in this agreement prevails. In
                        the event of an inconsistency between a definition in
                        the Definitions Schedule and the Supplemental Deed, the
                        definition in the Supplemental Deed prevails.

INTERPRETATION

                  1.3   Clauses 1.2 to 1.5 (inclusive) of the Definitions
                        Schedule are deemed to be incorporated in this agreement
                        as if they were set out in full in it.

LIMITATION

                  1.4   The rights and obligations of the parties under this
                        agreement relate only to the Trust. The Redraw Facility
                        Provider has no obligation under this agreement to
                        provide financial accommodation to the Trustee in
                        respect of any other trust established under the Master
                        Trust Deed.


2.    THE REDRAW FACILITY
================================================================================
REDRAW FACILITY

                  2.1   The Redraw Facility Provider grants to the Trustee a
                        loan facility in Australian dollars in respect of the
                        Trust in an amount equal to the Redraw Limit. If the
                        Trustee wants to use the Redraw Facility, then it may do
                        so by one or more requests made in accordance with
                        clause 4. Subject to this agreement, the Redraw Facility
                        Provider agrees to


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                                                                               4
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                        provide financial accommodation requested by the Trustee
                        under this agreement.

PURPOSE

                  2.2   The Redraw Facility is only available to be drawn to
                        meet any Redraw Shortfall in relation to the Trust.

REDRAW SHORTFALL

                  2.3   The Redraw Limit will be available only if and to the
                        extent that there is a Redraw Shortfall on any
                        Determination Date.

TRUST MANAGER TO MAKE DRAWING

                  2.4   If, on any Determination Date during the Availability
                        Period, the Trust Manager determines that there is a
                        Redraw Shortfall on that Determination Date, the Trust
                        Manager must arrange, by giving a direction to the
                        Trustee, for a Redraw Drawing to be made under the
                        Redraw Facility on the immediately following Payment
                        Date in accordance with this agreement and equal to the
                        lesser of:

                        (a)   the Redraw Shortfall on that Determination Date;
                              and

                        (b)   the Available Redraw Amount on that Determination
                              Date.

LIMIT

                  2.5   Despite anything in this agreement, the Redraw Facility
                        Provider need not provide financial accommodation under
                        this agreement if to do so would result in the Redraw
                        Principal Outstanding exceeding the Redraw Limit.

TERMINATION

                  2.6   The Redraw Facility will terminate on the earlier of the
                        Redraw Facility Termination Date and the Redraw Facility
                        Provider Termination Date.

EXTENSION

                  2.7

                        (a)   Not less than 90 days before the then Scheduled
                              Termination Date, the Trust Manager may deliver a
                              notice in writing to the Redraw Facility Provider
                              (with a copy to the Trustee) requesting the Redraw
                              Facility Provider to extend the Scheduled
                              Termination Date.

                        (b)   Following the receipt by the Redraw Facility
                              Provider of the notice referred to in (a) above
                              and prior to the Scheduled Termination Date, the
                              Redraw Facility Provider may, in its absolute
                              discretion, send the Trustee a notice in writing
                              (copied to the Trust Manager) extending the then
                              Scheduled Termination Date to a later date, such
                              date not to be more than 364 days after the date
                              of the notice.

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                                                                               5
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CONDITIONS PRECEDENT
================================================================================
FIRST DRAWDOWN NOTICE

                  3.1   The Trustee must not deliver the first Drawdown Notice
                        until the Trustee has received written notice from the
                        Redraw Facility Provider that the Redraw Facility
                        Provider has received the following in form and
                        substance satisfactory to it:

                        (a)   (POWER OF ATTORNEY) a certified copy of the power
                              of attorney under which a person signs and
                              delivers this agreement for the Trustee and the
                              Trust Manager and, if applicable and required by
                              the Redraw Facility Provider, evidence of its
                              stamping and registration;

                        (b)   (TRANSACTION DOCUMENTS) a certified copy of each
                              Transaction Document executed by each of the
                              parties to the respective document;

                        (c)   (REGISTRATION OF CHARGE) evidence of registration
                              of, or intention to register, the Deed of Charge
                              with the relevant Governmental Agencies; and

                        (d)   (OPINIONS) a legal opinion addressed to the Redraw
                              Facility Provider from the Trustee's solicitors in
                              a form and substance satisfactory to the Redraw
                              Facility Provider.

DRAWINGS IN RESPECT OF A TRUST

                  3.2   The Redraw Facility Provider need not make any proposed
                        drawing available unless:

                        (a)   (STATEMENTS TRUE) it is reasonably satisfied that
                              the statements contained in the Drawdown Notice
                              are true at the date of the Drawdown Notice and at
                              the Drawdown Date;

                        (b)   (NO REDRAW EVENT OF DEFAULT) no Redraw Event of
                              Default continues unremedied or would result from
                              the provision of the proposed drawing;

                        (c)   (REPRESENTATIONS AND WARRANTIES) the
                              representations and warranties made or deemed to
                              be made by the Trustee and the Trust Manager in
                              any Transaction Document are true and correct as
                              of the date of the Drawdown Notice and the
                              Drawdown Date;

                        (d)   (OTHER SECURITY INTERESTS) other than in respect
                              of priorities granted by statute, the Redraw
                              Facility Provider has not received notice from any
                              person that it claims to have a Security Interest
                              ranking in priority to or equal with the Security
                              Interest held for the benefit of the Redraw
                              Facility Provider in accordance with the Global
                              Master Security Trust Deed, the Deed of Charge and
                              the Supplemental Deed (other than the Security
                              Interests set out specifically in the Global
                              Master Security Trust Deed, the Deed of Charge and
                              the Supplemental Deed and ranking in priority to
                              or equal with the


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                                                                               6
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                              Security Interest held for the benefit of the
                              Redraw Facility Provider);

                        (e)   (NOTES) the Notes are still in existence and have
                              not been redeemed or repaid in full; and

                        (f)   (AVAILABILITY PERIOD) the Availability Period has
                              not expired.

CERTIFICATION

                  3.3   Anything required to be certified under clause 3 must be
                        certified by an Authorised Officer of the Trustee or the
                        Trust Manager (as applicable) as being true and complete
                        as at a date no earlier than the date of this agreement.

BENEFIT OF THE REDRAW FACILITY PROVIDER

                  3.4   The conditions precedent set out in this clause 3 are
                        for the benefit of the Redraw Facility Provider and any
                        of them may be waived by the Redraw Facility Provider in
                        its absolute discretion.


4.    REDRAW DRAWINGS
================================================================================
USE OF REDRAW FACILITY

                  4.1   If the Trustee on the direction of the Trust Manager
                        wants to use the Redraw Facility to make a Redraw
                        Drawing, it must do so only in accordance with clause
                        2.4 and it must give a notice to the Redraw Facility
                        Provider meeting the requirements of clause 4.3
                        ("DRAWDOWN NOTICE").

TIMING

                  4.2   Each Redraw Drawing must be drawn down on a Payment Date
                        in respect of the Trust. Each Redraw Drawing must be
                        credited to the Collection Account and applied only in
                        accordance with clause 15 of the Supplemental Deed.

FORM OF NOTICE

                  4.3   A Drawdown Notice given under clause 4.1 must:

                        (a)   be in or substantially in the form of Schedule 1;

                        (b)   be signed by an Authorised Officer of the Trustee;

                        (c)   specify the Drawdown Date, which must be a day
                              which complies with clause 4.2;

                        (d)   specify the amount of the proposed Redraw Drawing
                              and its method of calculation; and

                        (e)   be given no later than 4.00pm on the day which is
                              2 Business Days prior to the relevant Payment Date
                              (or such other period as may be agreed between the
                              Trustee, the Trust Manager and the Redraw Facility
                              Provider).

EFFECTIVE

                  4.4   A Drawdown Notice is effective on actual receipt in
                        legible form by the Redraw Facility Provider and is
                        irrevocable.


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AGREEMENT TO MAKE REDRAW DRAWING

                  4.5   Subject to this agreement, the Redraw Facility Provider
                        agrees to deposit in the Collection Account the amount
                        of any Redraw Drawing in immediately available funds by
                        11.30am Melbourne time on the relevant Payment Date.


5     INTEREST PERIODS
================================================================================
INITIAL INTEREST PERIODS

                  5.1   The first Redraw Interest Period in respect of a Redraw
                        Drawing commences on (and includes) its Drawdown Date
                        and ends on (but excludes) the next Payment Date. Each
                        subsequent Redraw Interest Period will commence on (and
                        include) a Payment Date and end on (but exclude) the
                        next Payment Date.

FINAL INTEREST PERIOD

                  5.2   A Redraw Interest Period in respect of a Redraw Drawing
                        which would otherwise end after the Final Termination
                        Date of the Trust ends on (but excludes) that Final
                        Termination Date.


6     INTEREST
================================================================================
PAYMENT OF INTEREST

                  6.1   The Trustee agrees to pay to the Redraw Facility
                        Provider interest on the daily balance of each Redraw
                        Drawing from and including its Drawdown Date until the
                        Redraw Drawing is repaid in full. On each Payment Date,
                        the Trustee will pay to the Redraw Facility Provider
                        accrued interest on each Redraw Drawing. If, on any
                        Payment Date, all amounts due in accordance with this
                        clause 6.1 are not paid in full, on each following
                        Payment Date the Trustee must pay so much of the amounts
                        as are available for that purpose in accordance with the
                        Supplemental Deed until such amounts are paid in full.

CALCULATION OF INTEREST

                  6.2   Interest is to be calculated for each Redraw Interest
                        Period. Interest accrues from day to day and is to be
                        calculated on actual days elapsed and a 365 day year.
                        Interest is payable quarterly in arrears on each Payment
                        Date in the manner contemplated by clause 6.1. The rate
                        of interest paid to the Redraw Facility Provider in
                        respect of a Redraw Interest Period is the sum of the
                        Bank Bill Rate on the first day of that Redraw Interest
                        Period (rounded to 3 decimal places) and 0.275% per
                        annum ("REDRAW INTEREST RATE").

INTEREST ON OVERDUE AMOUNTS

                  6.3

                        (a)   If any payment by the Trustee on a Payment Date
                              under clause 6.1 is insufficient to pay the full
                              amount of accrued interest on each Redraw Drawing
                              and any other interest due and payable under
                              clause 6.3(b) up to the close of the Redraw
                              Interest Period just ended, such unpaid interest
                              will itself capitalise and bear interest in
                              accordance with clauses 6.1 and 6.2 of this
                              agreement.

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                                                                               8
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                        (b)   The Trustee agrees to pay interest on any amount
                              payable by it under this agreement (including
                              without limitation on any unpaid interest) from
                              when it becomes due for payment during the period
                              that it remains unpaid. Interest is payable at the
                              rate set out in clause 6.2, as if the amount is a
                              Redraw Drawing having successive Redraw Interest
                              Periods calculated in accordance with clause 5.
                              The first Redraw Interest Period commences on the
                              day when the outstanding amount becomes due for
                              payment and each subsequent Redraw Interest Period
                              commences on the day when the preceding Redraw
                              Interest Period expires.

OBLIGATION UNAFFECTED

                  6.4   The Trustee's obligation to pay the outstanding amount
                        on the date it becomes due for payment is not affected
                        by clause 6.3.

INTEREST FOLLOWING JUDGMENT OR ORDER

                  6.5   If a liability under this agreement becomes merged in a
                        judgment or order, then the Trustee agrees to pay
                        interest to the Redraw Facility Provider on the amount
                        of that liability as an independent obligation. This
                        interest accrues from the date the liability becomes due
                        for payment both before and after the judgment or order
                        until it is paid, at a rate that is the higher of the
                        rate payable under the judgment or order and the rate
                        referred to in clause 6.3(b).


7     REPAYMENT OF REDRAW DRAWINGS
================================================================================
REPAYMENT OF REDRAW DRAWINGS

                  7.1   Subject to clause 7.3, on each Payment Date, the Trustee
                        will repay to the Redraw Facility Provider so much of
                        the Redraw Principal Outstanding as there are funds
                        available for this purpose for that Payment Date in
                        accordance with clause 15 of the Supplemental Deed.

RE-DRAWING

                  7.2   Amounts repaid pursuant to clause 7.1 may be redrawn by
                        the Trustee in accordance with the terms of this
                        agreement.

REPAYMENT ON TERMINATION DATE

                  7.3   Notwithstanding clause 7.1, on or before the Redraw
                        Facility Termination Date, the Trustee must repay:

                        (a)   the Redraw Principal Outstanding;

                        (b)   interest accrued thereon; and

                        (c)   all other money due under this agreement,

                        in each case to the extent that amounts are available
                        for that purpose in accordance with the Master Trust
                        Deed and the Supplemental Deed.

                  7.4   If all amounts due in accordance with clause 7.3 are not
                        paid or repaid in full on the Payment Date immediately
                        following the Redraw Facility Termination Date, the
                        Trustee will repay so much of such amounts on succeeding
                        Payment Dates as is available for that purpose in


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                                                                               9
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                        accordance with the Master Trust Deed and the
                        Supplemental Deed until all such amounts are paid or
                        repaid in full.

                  7.5   A Carryover Principal Charge-Off made under clause
                        15.15(b)(ii) of the Supplemental Deed reduces the amount
                        of the Redraw Principal Outstanding from the date on
                        which the Carryover Principal Charge-Off applicable to
                        the Redraw Facility is made by the amount of the
                        Carryover Principal Charge-Off.


8     AVAILABILITY FEE
================================================================================
                  8.1   The Trustee will pay to the Redraw Facility Provider an
                        availability fee of 0.15% per annum on the then
                        un-utilised portion of the Redraw Limit. The fee will
                        be:

                        (a)   calculated and accrue daily from the Closing Date
                              on the basis of a 365 day year; and

                        (b)   paid quarterly in arrears on each Payment Date in
                              accordance with clause 15 of the Supplemental
                              Deed.

                  8.2   The availability fee payable under clause 8.1 may be
                        varied from time to time by the Trust Manager, the
                        Trustee and the Redraw Facility Provider provided that
                        the Trust Manager notifies each Designated Rating Agency
                        of the variation and receives confirmation from each
                        Designated Rating Agency that the variation will not
                        have an Adverse Rating Effect.


9     CANCELLATION OR REDUCTION OF THE REDRAW FACILITY
================================================================================
CANCELLATION

                  9.1

                        (a)   Subject to paragraph (b), the Trustee may on the
                              direction of the Trust Manager cancel the Redraw
                              Facility by written notice to the Redraw Facility
                              Provider.

                        (b)   The cancellation referred to in paragraph (a) will
                              only be effective if each Designated Rating Agency
                              has confirmed that the cancellation of the Redraw
                              Facility will not have an Adverse Rating Effect,
                              unless all of the Notes have been or will be
                              redeemed on or before the date such cancellation
                              is to take effect in which case no such
                              confirmation is necessary.

REDUCTION OF REDRAW LIMIT

                  9.2   The Trustee may on the direction of the Trust Manager
                        reduce the Redraw Limit in whole or in part by written
                        notice to the Redraw Facility Provider and must notify
                        each Designated Rating Agency of the reduction.

WHEN NOTICES EFFECTIVE

                  9.3   A notice given by the Trustee pursuant to either clause
                        9.1 or 9.2 will be effective on the day which is 3
                        Business Days after receipt by the


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                                                                              10
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                        Redraw Facility Provider (or such other period agreed
                        between the Trustee, the Trust Manager and the Redraw
                        Facility Provider).


10.   CHANGED COSTS EVENT
================================================================================
DETERMINATION

                  10.1  Subject to clause 19, if, as a result of a Changed Costs
                        Event, the Redraw Facility Provider determines that:

                        (a)   there is any direct or indirect change in the cost
                              to the Redraw Facility Provider of providing,
                              agreeing to provide, maintaining its commitment to
                              provide, funding or maintaining financial
                              accommodation under this agreement;

                        (b)   there is any direct or indirect change in any
                              amount received or receivable by the Redraw
                              Facility Provider in the effective return to the
                              Redraw Facility Provider in connection with
                              financial accommodation provided or to be provided
                              under this agreement (including, without
                              limitation, the return on the Redraw Facility
                              Provider's overall capital which could have been
                              achieved but for the occurrence of the Changed
                              Costs Event); or

                        (c)   the Redraw Facility Provider is required to make a
                              payment or to forgo interest or other return on or
                              calculated by reference to an amount received or
                              receivable under this agreement,

                        then the Trustee must on the direction of the Trust
                        Manager pay (if applicable) to the Redraw Facility
                        Provider on the next Payment Date the additional amount
                        which the Redraw Facility Provider certifies is
                        necessary to compensate the Redraw Facility Provider for
                        the changed cost, reduction, payment or forgone interest
                        or other return.

INDIRECT COST

                  10.2  If the changed cost, reduction, payment or forgone
                        interest or other return is indirect, the Trustee (if
                        applicable) agrees to pay the Redraw Facility Provider
                        the proportion of it which the Redraw Facility Provider
                        determines to be fairly attributable to the financial
                        accommodation made available under this agreement.

CERTIFICATE

                  10.3  The Redraw Facility Provider must provide a certificate
                        to the Trust Manager setting out details of the relevant
                        Changed Costs Event and the calculations made by the
                        Redraw Facility Provider to determine the new amount
                        payable under clause 10.1. Any such certificate signed
                        by the Redraw Facility Provider as to an amount payable
                        by the Trustee under this clause 10 is conclusive
                        evidence of the amount stated in it in the absence of
                        manifest error. In determining additional amounts
                        payable under this clause 10, the Redraw Facility
                        Provider may use averaging and attribution methods
                        commonly used by financiers or any other reasonable
                        averaging or attribution method.


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MINIMISATION

                  10.4  If the Redraw Facility Provider is to receive any
                        additional payment under clause 10.1, the Redraw
                        Facility Provider must use its best endeavours to make
                        the relevant advances or financial accommodation
                        available by some alternative means (including, without
                        limitation, changing its lending office or making the
                        advances or financial accommodation available through a
                        Related Entity of the Redraw Facility Provider) which
                        would avoid the necessity for the additional payment or
                        reduce the amount of it. Nothing in this clause 10.4
                        affects the obligations of the Trustee under clauses
                        10.1 and 10.2.


11    ILLEGALITY
================================================================================
                  11.1  If as a result of any change in a law, regulation, code
                        of practice or an official directive which has the force
                        of law or compliance with which is in accordance with
                        the practice of responsible bankers in the jurisdiction
                        concerned, or in their interpretation or administration
                        after the date of this agreement, the Redraw Facility
                        Provider determines that it is or has become apparent
                        that it will become contrary to that official directive,
                        impossible or illegal for the Redraw Facility Provider
                        to fund, provide or maintain financial accommodation or
                        otherwise observe its obligations under this agreement
                        then the Trustee, on the immediately following Payment
                        Date, must, to the extent that there are Principal
                        Collections available on that Payment Date, prepay so
                        much of the Redraw Principal Outstanding as the Redraw
                        Facility Provider specifies to the Trustee in writing
                        together with accrued interest and other amounts payable
                        by the Trustee under this agreement. The Redraw Facility
                        Provider's obligations to the Trustee under this
                        agreement terminate on the giving of the notice.

                  11.2  If, on any Payment Date, all amounts due in accordance
                        with clause 11.1 are not paid or repaid in full, on each
                        following Payment Date the Trustee will pay or repay so
                        much of the amounts as there are funds available for
                        that purpose on that Payment Date in accordance with the
                        Supplemental Deed until such amounts are paid or repaid
                        in full.


12    PAYMENTS AND TAXES
================================================================================
MANNER OF PAYMENT

                  12.1  The Trustee agrees to make payments to the Redraw
                        Facility Provider under this agreement not later than
                        5.00pm local time in the place of payment on the due
                        date in immediately available funds to the account of
                        the Redraw Facility Provider at the bank which the
                        Redraw Facility Provider designates by prior written
                        notice to the Trustee. All payments must be made in
                        accordance with the Master Trust Deed and the
                        Supplemental Deed.

NO SET OFF, ETC

                  12.2  The Trustee agrees to make payments under this agreement
                        without set-off or counterclaim and free and clear of
                        any withholding or deduction for Taxes unless prohibited
                        by law.



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REPRESENTATIONS AND WARRANTIES
================================================================================
GENERAL REPRESENTATIONS AND WARRANTIES

                  13.1  The Trustee represents and warrants to the Redraw
                        Facility Provider as follows:

                        (a)   (INCORPORATION) it is validly incorporated and
                              existing under the laws pursuant to which it
                              purports to have been incorporated;

                        (b)   (CORPORATE POWER) it has the corporate power to
                              own its assets and to carry on its business as it
                              is now being conducted and as proposed to be
                              conducted under this agreement and under each of
                              the Transaction Documents to which it is a party;

                        (c)   (POWER) it has full power and authority to enter
                              into and perform its obligations under this
                              agreement and each of the Transaction Documents to
                              which it is a party;

                        (d)   (ALL ACTION TAKEN) it has taken all necessary
                              internal corporate action to authorise the
                              execution, delivery and performance of this
                              agreement and each of the Transaction Documents to
                              which it is a party in accordance with their
                              respective terms and no additional approval or
                              consent of any person is required;

                        (e)   (VALIDITY OF OBLIGATIONS) this agreement and each
                              of the Transaction Documents to which it is a
                              party constitute legal, valid and binding
                              obligations of it and, subject to any necessary
                              stamping and registration and to doctrines of
                              equity and laws and defences generally affecting
                              creditors' rights, are enforceable in accordance
                              with their respective terms;

                        (f)   (NO VIOLATION) the execution, delivery and
                              performance by it of this agreement and each of
                              the Transaction Documents to which it is a party
                              does not and will not violate in any respect any
                              material provision of:

                             (i)   any law, regulation, authorisation, ruling,
                                   consent, judgement, order or decree of any
                                   Governmental Agency; or

                             (ii)  its constitution; or

                             (iii) any Encumbrance or document which is binding
                                   upon it or any of its assets,

                             and (except in respect of the Deed of Charge) does
                             not and will not result in:

                             (iv)  the creation or imposition of any
                                   Encumbrance or restriction of any nature on
                                   any of its assets under the provision of; or


<PAGE>
                                                                              13
--------------------------------------------------------------------------------

                             (v)   the acceleration of the date of payment of
                                   any obligation existing under,

                              any Encumbrance or document which is binding upon
                              it or its assets;

                        (g)   (AUTHORISATIONS) it has obtained all
                              Authorisations necessary for it to enter into, and
                              perform its obligations under, the Transaction
                              Documents and such Authorisations remain in full
                              force and effect;

                        (h)   (NO REDRAW EVENT OF DEFAULT) to its knowledge no
                              Redraw Event of Default or event which with the
                              giving of notice, lapse of time or other
                              applicable condition would become a Redraw Event
                              of Default has occurred which has not been waived
                              or remedied in accordance with this agreement;

                        (i)   (CREATION OF TRUST) the Trust has been validly
                              created;

                        (j)   (APPOINTMENT OF TRUSTEE) it has been validly
                              appointed as the trustee of the Trust;

                        (k)   (SOLE TRUSTEE) it is the sole trustee of the
                              Trust;

                        (l)   (TRUST POWER) it has power under the Transaction
                              Documents to enter into, perform and comply with
                              its obligations, and to carry out the transactions
                              contemplated by, this agreement;

                        (m)   (NO REMOVAL) as far as it is aware, there are no
                              proceedings to remove it as trustee of the Trust;
                              and

                        (n)   (VESTING DATE) the vesting date has not occurred
                              in respect of the Trust.

                  13.2  The Trust Manager represents and warrants to the Redraw
                        Facility Provider as follows:

                        (a)   (INCORPORATION) it is validly incorporated and
                              existing under the laws pursuant to which it
                              purports to have been incorporated;

                        (b)   (CORPORATE POWER) it has the corporate power to
                              own its assets and to carry on its business as it
                              is now being conducted and as proposed to be
                              conducted under this agreement and under each of
                              the Transaction Documents to which it is a party;

                        (c)   (POWER) it has full power and authority to enter
                              into and perform its obligations under this
                              agreement and each of the Transaction Documents to
                              which it is a party;

                        (d)   (ALL ACTION TAKEN) it has taken all necessary
                              internal corporate action to authorise the
                              execution, delivery and performance of this
                              agreement and each of the Transaction Documents to
                              which it is a party in accordance with their
                              respective terms


<PAGE>
                                                                              14
--------------------------------------------------------------------------------
                              and no additional approval or consent of any
                              person is required;

                        (e)   (VALIDITYOF OBLIGATIONS) this agreement and each
                              of the Transaction Documents to which it is a
                              party constitute legal, valid and binding
                              obligations of it and, subject to any necessary
                              stamping and registration and to doctrines of
                              equity and laws and defences generally affecting
                              creditors' rights, are enforceable in accordance
                              with their respective terms;

                        (f)   (NO VIOLATION) the execution, delivery and
                              performance by it of this agreement and each of
                              the Transaction Documents to which it is a party
                              does not and will not violate in any respect any
                              material provision of:

                              (i)   any law, regulation, authorisation, ruling,
                                    consent, judgement, order or decree of any
                                    Governmental Agency; or

                              (ii)  its constitution;

                        (g)   (AUTHORISATIONS) it has obtained all
                              Authorisations necessary for it to enter into, and
                              perform its obligations under, the Transaction
                              Documents and such Authorisations remain in full
                              force and effect; and

                        (h)   (NO REDRAW EVENT OF DEFAULT) to its knowledge no
                              Redraw Event of Default or event which with the
                              giving of notice, lapse of time or other
                              applicable condition would become a Redraw Event
                              of Default has occurred which has not been waived
                              or remedied in accordance with this agreement.

REPETITION

                  13.3  These representations and warranties are taken to be
                        also made on each date upon which a Drawdown Notice is
                        provided and each Payment Date with reference to the
                        facts and circumstances then subsisting, as if made on
                        such day.


14    GENERAL UNDERTAKINGS BY TRUSTEE
================================================================================

                  14.1  The Trustee undertakes to:

                        (a)   (ACT AS TRUSTEE) act continuously as trustee of
                              the Trust in accordance with the Master Trust Deed
                              and the Supplemental Deed until the Trust is
                              terminated or until it has retired or been removed
                              in accordance with the Master Trust Deed;

                        (b)   (TAKE ACTIONS) do everything and take all such
                              actions which are necessary (including, without
                              limitation, obtaining all such Authorisations and
                              approvals as are appropriate) to ensure that it is
                              able to exercise all its powers and remedies and
                              perform all its obligations under this agreement
                              and any other arrangements entered by it pursuant
                              to the Transaction Documents to which it is party;


<PAGE>
                                                                              15
--------------------------------------------------------------------------------
                        (c)   (AUTHORISATIONS) ensure that each Authorisation
                              required for it to act as trustee of the Trust and
                              for the business of the Trust to be conducted as
                              now conducted or as contemplated by the
                              Transaction Documents, is obtained and promptly
                              renewed and maintained in full force and effect;

                        (d)   (NOT AMEND) not consent to amend or revoke the
                              provisions of the Master Trust Deed (insofar as it
                              affects the Trust) or the Supplemental Deed
                              without the prior written consent of the Redraw
                              Facility Provider (such consent not to be
                              unreasonably withheld or delayed); and

                        (e)   (EVENT OF DEFAULT) notify the Redraw Facility
                              Provider as soon as practicable after becoming
                              aware of an Event of Default or a Redraw Event of
                              Default.

                  14.2  The Trust Manager undertakes to:

                        (a)   (TAKE ACTIONS) do everything and take all such
                              actions which are necessary (including, without
                              limitation, obtaining all such Authorisations and
                              approvals as are appropriate) to ensure that it is
                              able to exercise all its powers and remedies and
                              perform all its obligations under this agreement
                              and any other arrangements entered by it pursuant
                              to the Transaction Documents to which it is party;

                        (b)   (AUTHORISATIONS) ensure that each Authorisation
                              required for it to act as manager of the Trust and
                              for the business of the Trust to be conducted as
                              now conducted or as contemplated by the
                              Transaction Documents, is obtained and promptly
                              renewed and maintained in full force and effect;

                        (c)   (EVENT OF DEFAULT) notify the Redraw Facility
                              Provider as soon as practicable after becoming
                              aware of an Event of Default or a Redraw Event of
                              Default;

                        (d)   (ACT AS MANAGER) act continuously as manager of
                              the Trust in accordance with the Master Trust Deed
                              and the Supplemental Deed until the Trust is
                              terminated or until it has retired or been removed
                              in accordance with the Master Trust Deed; and

                        (e)   (NOT AMEND) not consent to amend or revoke the
                              provisions of the Master Trust Deed (insofar as it
                              affects the Trust) or the Supplemental Deed
                              without the prior written consent of the Redraw
                              Facility Provider (such consent not to be
                              unreasonably withheld or delayed).


15    REDRAW EVENTS OF DEFAULT
================================================================================
REDRAW EVENTS OF DEFAULT

                  15.1  A Redraw Event of Default occurs if:

                        (a)   (FAILURE TO PAY) the Trustee fails to pay any
                              amount owing under this agreement where funds are
                              available for that


<PAGE>
                                                                              16
--------------------------------------------------------------------------------
                              purpose under the Supplemental Deed in the manner
                              contemplated by this agreement, within 10
                              Business Days of the due date for payment of such
                              amount;

                        (b)   (BREACH OF UNDERTAKING) the Trustee alters the
                              priority of payments under the Transaction
                              Documents without the consent of the Redraw
                              Facility Provider or breaches any of its
                              undertakings under the Transaction Documents which
                              affect its ability to perform its obligations
                              thereunder and that breach has a Material Adverse
                              Effect in respect of the Redraw Facility Provider;

                        (c)   (EVENT OF DEFAULT) an Event of Default occurs in
                              respect of the Trust and the Security Trustee
                              (acting on the instructions of the Secured
                              Creditors) appoints a Receiver to the Assets of
                              the Trust or is directed to sell or otherwise
                              realise the Assets of the Trust in accordance with
                              the Global Master Security Trust Deed and the Deed
                              of Charge; or

                        (d)   (INSOLVENCY EVENT) an Insolvency Event occurs in
                              respect of the Trustee in its capacity as trustee
                              of the Trust and the Trustee is not replaced (by
                              either the Trust Manager or a replacement trustee)
                              in accordance with the Master Trust Deed within 30
                              days of such Insolvency Event.

CONSEQUENCES

                  15.2  If a Redraw Event of Default occurs, then the Redraw
                        Facility Provider may:

                        (a)   declare at any time that the Redraw Principal
                              Outstanding, interest on the Redraw Principal
                              Outstanding, and all other amounts actually or
                              contingently payable under this agreement are
                              immediately due and payable; and/or

                        (b)   terminate the Redraw Facility Provider's
                              obligations in respect of the Redraw Facility.

                        The Redraw Facility Provider may do either or both of
                        these things with immediate effect.


16    NOTICES
================================================================================
NOTICE

                  16.1  A notice, approval, consent or other communication in
                        connection with this agreement:

                        (a)   may be given by an Authorised Officer of the
                              relevant party;

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or sent by facsimile to the
                              facsimile number of the addressee specified


<PAGE>
                                                                              17
--------------------------------------------------------------------------------
                              below (or as are notified by a party to each
                              other party on or after the date of execution of
                              this agreement):

                              TRUSTEE:

                              Address:           Level 3
                                                 39 Hunter Street
                                                 Sydney  NSW  2000
                              Facsimile:         (61 2) 9221 7870
                              Attention:         Manager, Securitisation

                              TRUST MANAGER:

                              Address:           Level 6, 530 Collins Street
                                                 Melbourne  VIC  3000
                              Facsimile:         (61 3) 9273 3539
                              Attention:         Manager, Primary Markets Group

                              REDRAW FACILITY PROVIDER:

                              Address:           Level 6, 530 Collins Street
                                                 Melbourne  VIC  3000
                              Facsimile:         (61 3) 9273 3539
                              Attention:         Manager, Primary Markets Group


WHEN EFFECTIVE

                  16.2  Unless a later time is specified in it, a notice,
                        approval, consent or other communication takes effect
                        from the time it is received.

SECURED RECEIPT

                  16.3  A notice, request, certificate, demand, consent or other
                        communication under this agreement is deemed to have
                        been received:

                        (a)   where delivered in person, upon receipt;

                        (b)   where sent by post, on the third (or seventh, if
                              outside Australia) day after posting; and

                        (c)   where sent by facsimile, on production by the
                              dispatching facsimile machine of a transmission
                              report which indicates that the facsimile was sent
                              in its entirety to the facsimile number of the
                              recipient.

                        However, if the time of deemed receipt of any notice is
                        not before 4.00pm local time on a Business Day at the
                        address of the recipient it is deemed to have been
                        received at the commencement of business on the next
                        Business Day.


17    SECURITY INTERESTS AND ASSIGNMENT
================================================================================
                        Other than as contemplated by the Transaction Documents,
                        the Trustee may not, without the consent of the Redraw
                        Facility Provider, create or allow to exist a Security
                        Interest over, or an interest in, this agreement or
                        assign or otherwise dispose of or deal with its rights
                        under this


<PAGE>
                                                                              18
--------------------------------------------------------------------------------
                        agreement. The Redraw Facility Provider at any time may
                        do any of those things.


18    MISCELLANEOUS
================================================================================
CERTIFICATE

                  18.1  A certificate signed by the Redraw Facility Provider
                        about a matter (including, without limitation, the
                        Redraw Interest Rate in respect of a Redraw Drawing) or
                        about a sum payable to the Redraw Facility Provider in
                        connection with this agreement is sufficient evidence of
                        the matter or sum stated in the certificate unless the
                        matter or sum is proved to be false.

EXERCISE OF RIGHTS

                  18.2  A party may exercise a right, power or remedy at its
                        discretion, and separately or concurrently with another
                        right, power or remedy. A single or partial exercise of
                        a right, power or remedy by the party does not prevent a
                        further exercise of that or an exercise of any other
                        right, power or remedy. Failure by the party to exercise
                        or delay in exercising a right, power or remedy does not
                        prevent its exercise. The party is not liable for any
                        loss caused by the exercise or attempted exercise of,
                        failure to exercise, or delay in exercising, the right,
                        power or remedy.

WAIVER AND VARIATION

                  18.3  A provision of, or a right created under, this agreement
                        may not be waived or varied except in writing signed by
                        the party or parties to be bound.

SUPERVENING LEGISLATION

                  18.4  Any present or future legislation which operates to vary
                        the obligations of the Trustee in connection with this
                        agreement with the result that the Redraw Facility
                        Provider's rights, powers or remedies are adversely
                        affected (including, without limitation, by way of delay
                        or postponement) is excluded except to the extent that
                        its exclusion is prohibited or rendered ineffective by
                        law.

APPROVALS AND CONSENT

                  18.5  The Redraw Facility Provider may give (conditionally or
                        unconditionally) or withhold its approval or consent in
                        its absolute discretion unless this agreement expressly
                        provides otherwise.

REMEDIES CUMULATIVE

                  18.6  The rights, powers and remedies provided in this
                        agreement are cumulative with, and not exclusive of, the
                        rights, powers or remedies provided by law independently
                        of this agreement.

INDEMNITIES

                  18.7  Each indemnity in this agreement is a continuing
                        obligation, separate and independent from the other
                        obligations of the Trustee and survives termination of
                        this agreement. It is not necessary for the Redraw
                        Facility Provider to incur expense or make payment
                        before enforcing a right of indemnity conferred by this
                        agreement.


<PAGE>
                                                                              19
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TIME OF THE ESSENCE

                  18.8  Time is of the essence of this agreement in respect of
                        an obligation of the Trustee to pay money.

FURTHER ASSURANCES

                  18.9  At the Redraw Facility Provider's request the Trustee
                        must, at the expense of the Trust:

                        (a)   execute and use its best endeavours to cause its
                              successors to execute documents and do everything
                              else necessary or appropriate to bind the Trustee
                              and its successors under this agreement; and

                        (b)   use its best endeavours to cause relevant third
                              parties to do likewise to bind every person
                              intended to be bound under this agreement.


19    LIABILITY OF TRUSTEE AND LIMITED RECOURSE
================================================================================
                  19.1  The Trustee enters into this agreement only in its
                        capacity as trustee of the Trust and in no other
                        capacity. A liability incurred by the Trustee acting in
                        its capacity as trustee of the Trust arising under or in
                        connection with this agreement is limited to and can be
                        enforced against the Trustee only to the extent to which
                        it can be satisfied out of Assets of the Trust out of
                        which the Trustee is actually indemnified for the
                        liability. This limitation of the Trustee's liability
                        applies despite any other provision of this agreement
                        (other than clause 19.3) 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.

CLAIMS AGAINST TRUSTEE

                  19.2  The parties other than the Trustee may not sue the
                        Trustee in any capacity other than as trustee of the
                        Trust including seeking the appointment of a receiver
                        (except in relation to the Assets of the Trust) or a
                        liquidator, an administrator or any similar person to
                        the Trustee or prove in any liquidation, administration
                        or arrangements of or affecting the Trustee (except in
                        relation to the Assets of the Trust).

EXCLUSIONS

                  19.3  The provisions of this clause 19 limiting the Trustee's
                        liability will not apply to any obligation or liability
                        of the Trustee to the extent that it is not satisfied
                        because under this agreement or any other Transaction
                        Document in relation to the Trust 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, gross negligence or
                        wilful default.

ACTS OR OMISSIONS

                  19.4  It is acknowledged that the Relevant Parties are
                        responsible under this agreement and the other
                        Transaction Documents in relation to the Trust for
                        performing a variety of obligations relating to the
                        Trust. No act or omission of the Trustee (including any
                        related failure to satisfy its obligations or breach of
                        representation and warranty under this


<PAGE>
                                                                              20
--------------------------------------------------------------------------------
                        agreement) will be considered fraud, gross negligence or
                        wilful default for the purpose of clause 19.3 if and to
                        the extent the act or omission was caused or contributed
                        to by any failure by the Relevant Parties or any other
                        person appointed by the Trustee under any Transaction
                        Document (other than a person whose acts or omissions
                        the Trustee is liable for in accordance with any
                        Transaction Document) to fulfil its obligations relating
                        to the Trust or by any other act or omission of the
                        Relevant Parties or any other such person regardless of
                        whether or not the act or omission is purported to be
                        done on behalf of the Trustee.

                  19.5  No attorney, agent, receiver or receiver and manager
                        appointed in accordance with this agreement or any other
                        Transaction Document has authority to act on behalf of
                        the Trustee in a way that exposes the Trustee to any
                        personal liability, and no act or omission of any such
                        person will be considered fraud, gross negligence or
                        wilful default of the Trustee for the purpose of clause
                        19.3.

                  19.6  The Trustee is not obliged to do anything or refrain
                        from doing anything under or in connection with this
                        agreement (including incur a liability) unless the
                        Trustee's liability is limited in the same manner as set
                        out in this clause.


20    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
================================================================================
GOVERNING LAW

                  20.1  This agreement is governed by the law in force in New
                        South Wales.

SUBMISSION TO JURISDICTION

                  20.2  Each party irrevocably and unconditionally submits to
                        the non-exclusive jurisdiction of the courts of New
                        South Wales and courts of appeal from them. Each party
                        waives any right it has to object to an action being
                        brought in those courts including, without limitation,
                        by claiming that the action has been brought in an
                        inconvenient forum or that those courts do not have
                        jurisdiction.

ADDRESS FOR SERVICE

                  20.3  Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or any
                        third or other party notice) may be served on any party
                        by being delivered to or left for that party at its
                        address for service of notices under clause 16.


21    COUNTERPARTS
================================================================================
                        This agreement may consist of a number of counterparts
                        and the counterparts taken together constitute one and
                        the same instrument.


22    COSTS, CHARGES, EXPENSES AND INDEMNITIES
================================================================================

                  22.1  The Trustee will indemnify the Redraw Facility Provider
                        on each Payment Date following a demand from the Redraw
                        Facility Provider for:


<PAGE>
                                                                              21
--------------------------------------------------------------------------------
                        (a)   the costs, charges and expenses of the Redraw
                              Facility Provider in connection with any consent,
                              approval, exercise or non-exercise of rights
                              (including, without limitation, in connection with
                              the contemplated or actual enforcement or
                              preservation of any rights under any Transaction
                              Document), waiver, variation, release or discharge
                              in relation to any Transaction Document;

                        (b)   Taxes (excluding any Taxes on the overall net
                              income of the Redraw Facility Provider) and fees
                              (including, without limitation, registration fees)
                              and fines and penalties in respect of these
                              (except where any such amount is incurred as a
                              result of an act or omission of the Redraw
                              Facility Provider), which may be payable or
                              determined to be payable in connection with any
                              Transaction Document or a payment or receipt or
                              any other transaction contemplated by any
                              Transaction Document; and

                        (c)   costs, charges and expenses of the Redraw Facility
                              Provider in connection with any enquiry by any
                              authority involving the Trustee, any Secured
                              Creditor or any of their Related Entities.

                  22.2  The Trustee will indemnify the Redraw Facility Provider
                        against any liability or loss arising from, and any
                        costs, charges and expenses incurred in connection with:

                        (a)   an Event of Default in respect of the Trust or any
                              Redraw Event of Default;

                        (b)   a proposed Redraw Drawing not being applied in
                              accordance with the relevant Drawdown Notice for
                              any reason;

                        (c)   any payment required to be made under any
                              Transaction Document not being made on its due
                              date in accordance with that document;

                        (d)   the Redraw Facility Provider acting in connection
                              with a Transaction Document in good faith on
                              facsimile or telephone instructions purporting to
                              originate from the offices of the Trustee
                              including, without limitation, liability, loss,
                              costs, charges or expenses on account of funds
                              borrowed, contracted for or used to fund any
                              amount payable under the Transaction Document and
                              including, in each case (but without limitation),
                              legal costs and expenses on a full indemnity basis
                              or solicitor and own client basis, whichever is
                              the higher; or

                        (e)   a breach by the Trustee of any representation and
                              warranty contained in clause 13.1 of this
                              agreement or of any of its obligations under this
                              agreement.

                  22.3  The Trustee agrees to pay to the Redraw Facility
                        Provider an amount equal to any liability, loss, cost,
                        charge or expense of the kind referred to in clause 22.2
                        suffered or incurred by any employee, officer, agent or
                        contractor of the Redraw Facility Provider.


<PAGE>
                                                                              22
--------------------------------------------------------------------------------
                  22.4  The obligation of the Trustee under this clause shall:

                        (a)   be payable solely to the extent that funds are
                              available for that purpose under the Supplemental
                              Deed; and

                        (b)   survive any termination of this agreement.

                  22.5  The indemnities in clauses 22.1, 22.2 and 22.3 do not
                        extend to any liability, loss, cost, charge or expense
                        that is finally and judicially determined to result from
                        any negligence, wilful default or breach of law by the
                        Redraw Facility Provider.

                  22.6  If the Redraw Facility Provider receives written notice
                        of any act, matter or thing which may give rise to a
                        liability, loss, cost, charge or expense in relation to
                        which the Trustee would be required to indemnify it
                        under clauses 22.1, 22.2 or 22.3, the Redraw Facility
                        Provider will notify the Trustee of that act, matter or
                        thing giving such details as it is practicable to give
                        as soon as it is reasonably practicable and in any event
                        within 5 Business Days of it coming to its attention,
                        provided that failure to do so will not result in any
                        loss or reduction in the indemnity contained in clauses
                        22.1, 22.2 or 22.3 unless the Trustee has been
                        prejudiced in any material respect by such failure.


23    REDRAW FACILITY PROVIDER TERMINATION DATE
================================================================================
                  23.1  Subject to clause 23.2, the Trust Manager may by giving
                        not less than 5 Business Days notice to the Redraw
                        Facility Provider and the Trustee, declare a Payment
                        Date as the date upon which:

                        (a)   the Redraw Facility Provider will be replaced by a
                              substitute Redraw Facility Provider; and

                        (b)   the Redraw Facility will terminate.

                  23.2  On or before the declaration of the Payment Date by the
                        Trust Manager in accordance with clause 23.1, the Trust
                        Manager must obtain written confirmation from the
                        Designated Rating Agencies that the termination of the
                        Redraw Facility and the appointment of the proposed
                        substitute Redraw Facility Provider on that Payment Date
                        will not result in an Adverse Rating Effect.

                  23.3  The Redraw Facility Provider Termination Date will be
                        the later of:

                        (a)   the Payment Date declared in accordance with
                              clause 23.1; and

                        (b)   the date upon which the Trustee has paid or repaid
                              to the Redraw Facility Provider all Redraw
                              Drawings outstanding on the Payment Date declared
                              in accordance with clause 23.1 together with all
                              accrued but unpaid interest and all other money
                              outstanding under this agreement.

                              EXECUTED as an agreement.

<PAGE>
                                                                              23
--------------------------------------------------------------------------------
SCHEDULE 1              DRAWDOWN NOTICE (CLAUSE 4)
================================================================================
                        To:   Australia and New Zealand Banking Group Limited



                        [DATE]

                        Dear Sirs/Madams

                        REDRAW FACILITY AGREEMENT BETWEEN PERPETUAL TRUSTEE
                        COMPANY LIMITED, ANZ CAPEL COURT LIMITED AND AUSTRALIA
                        AND NEW ZEALAND BANKING GROUP LIMITED DATED [#]
                        ("REDRAW FACILITY AGREEMENT")

                        The Trustee gives notice under clause 4.1 of the Redraw
                        Facility Agreement that it wants to use the Redraw
                        Facility granted in respect of the Kingfisher Trust
                        2001-1G ("TRUST").

                        The particulars of the Redraw Drawing required to be
                        given under clause 4.3 of the Redraw Facility Agreement
                        are as follows:

                        (a)   the proposed Drawdown Date is [    ];

                        (b)   the Redraw Drawing is to be made in respect of the
                              Trust;

                        (c)   the amount of the proposed Redraw Drawing is
                              $[ ] and its method of calculation is as follows:

                              [                  ]; and

                        (d)   the proposed Redraw Drawing is to be paid into the
                              Collection Account.

                        A term which has a defined meaning in (or is
                        incorporated in) the Redraw Facility Agreement has the
                        same meaning as in the Redraw Facility Agreement when
                        used in this Drawdown Notice.

                        Yours faithfully



                        ..................................
                        [name of person]
                        being an Authorised Officer of
                        PERPETUAL TRUSTEE COMPANY LIMITED



<PAGE>
                                                                              24
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EXECUTION PAGE
================================================================================
<TABLE>
<S>                                                           <C>
SIGNED by                                            )
as attorney for PERPETUAL TRUSTEE COMPANY LIMITED    )
under power of attorney dated                        )
                                                     )
in the presence of:                                  )
                                                     )
 ................................................     )
Signature of witness                                 )
                                                     )
 ................................................     )
Name of witness (block letters)                      )
                                                     )
 ................................................     )
Address of witness                                   )         ................................................
                                                     )         By executing this agreement the attorney states
 ..........................................           )         that the attorney has received no notice of
Occupation of witness                                )         revocation of the power of attorney
                                                     )




SIGNED by                                            )
on behalf of ANZ CAPEL COURT LIMITED in the          )
presence of:                                         )
                                                     )
 ................................................     )
Signature of witness                                 )
                                                     )
 ................................................     )
Name of witness (block letters)                      )
                                                     )
 ................................................     )
Address of witness                                   )
                                                     )         ................................................
 ..........................................           )         By executing this agreement the signatory
Occupation of witness                                )         states that the signatory has received no
                                                     )         notice of revocation of the authority under
                                                     )         which this agreement is executed
</TABLE>


<PAGE>
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<TABLE>
<S>                                                           <C>
SIGNED by                                            )
as attorney for AUSTRALIA AND NEW ZEALAND BANKING    )
GROUP LIMITED under power of attorney dated          )
                                                     )
in the presence of:                                  )
                                                     )
 ................................................     )
Signature of witness                                 )
                                                     )
 ................................................     )
Name of witness (block letters)                      )
                                                     )
 ................................................     )
Address of witness                                   )         ................................................
                                                     )         By executing this agreement the attorney states
 ..........................................           )         that the attorney has received no notice of
Occupation of witness                                )         revocation of the power of attorney
                                                     )
</TABLE>