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                                                                    Exhibit 10.2



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



                            KINGFISHER TRUST 2001-1G
                          LIQUIDITY FACILITY AGREEMENT



                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
                         ("LIQUIDITY 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
                 LIQUIDITY FACILITY AGREEMENT
================================================================================

                 1   INTERPRETATION                                          1

                 2   THE LIQUIDITY FACILITY                                  4

                 3   CONDITIONS PRECEDENT                                    5

                 4   LIQUIDITY DRAWINGS                                      6

                 5   LIQUIDITY INTEREST PERIODS                              7

                 6   INTEREST                                                7

                 7   REPAYMENT OF LIQUIDITY DRAWINGS                         8

                 8   AVAILABILITY FEE                                        9

                 9   CANCELLATION OR REDUCTION OF THE LIQUIDITY FACILITY     9

                 10  CHANGED COSTS EVENT                                    10

                 11  ILLEGALITY                                             11

                 12  PAYMENTS AND TAXES                                     12

                 13  REPRESENTATIONS AND WARRANTIES                         12

                 14  GENERAL UNDERTAKINGS BY TRUSTEE                        15

                 15  LIQUIDITY EVENTS OF DEFAULT                            16

                 16  NOTICES                                                17

                 17  SECURITY INTERESTS AND ASSIGNMENT                      18

                 18  MISCELLANEOUS                                          18

                 19  LIABILITY OF TRUSTEE AND LIMITED RECOURSE              20

                 20  GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS     21

                 21  COUNTERPARTS                                           21

                 22  COSTS, CHARGES, EXPENSES AND INDEMNITIES               21

                 23  LIQUIDITY FACILITY PROVIDER TERMINATION DATE           23

                 SCHEDULE 1        DRAWDOWN NOTICE (CLAUSE 4)               24




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                        KINGFISHER TRUST 2001-1G
                        LIQUIDITY 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 357522) having its registered office
                        at Level 6, 100 Queen Street, Melbourne,
                        Victoria, 3000 ("LIQUIDITY FACILITY PROVIDER")

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

                        AVAILABLE LIQUIDITY AMOUNT means on any Determination
                        Date an amount equal to:

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

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

                        AVAILABILITY PERIOD means the period commencing on the
                        Closing Date and ending on the Liquidity 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 Liquidity 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 Liquidity
                              Facility Provider); or

                        (c)   the imposition by any regulatory authority in
                              respect of the Liquidity 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,


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

                        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 Liquidity 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.

                        LIQUIDITY DRAWING means a drawing made under clause 2.4
                        of this agreement.

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

                        LIQUIDITY FACILITY means the facility granted pursuant
                        to this agreement.

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

                        LIQUIDITY FACILITY TERMINATION DATE means the earliest
                        of:

                        (a)   the date which is one month after the date upon
                              which all Notes have been fully and finally
                              redeemed in full in accordance with the
                              Transaction Documents in respect of the Trust, and
                              the Trust Manager has notified the Trustee that it
                              does not intend that any further Notes will be
                              issued in respect of the Trust;

                        (b)   the date upon which the Liquidity Facility
                              Provider makes a determination under clause 11;

                        (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 Liquidity Limit is
                              cancelled or reduced to zero under clause 9; and

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

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

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


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

                        (a)   A$33 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 Liquidity Limit
                              has been reduced at that time in accordance with
                              clause 9.2.

                        LIQUIDITY PRINCIPAL OUTSTANDING means, on a
                        Determination Date, an amount equal to:

                        (a)   the aggregate of all Liquidity Drawings previously
                              made or to be made on the immediately following
                              Payment Date; less

                        (b)   any repayments or prepayments of all such
                              Liquidity Drawings made by the Trustee on or
                              before the immediately following Payment Date.

                        LIQUIDITY SHORTFALL has the meaning given to that term
                        in the relevant Supplemental Deed.

                        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.

                        REQUIRED LIQUIDITY RATING means the short term rating
                        (if any) of:

                        (a)   A-1+, in the case of S&P;

                        (b)   F-1, in the case of Fitch;

                        (c)   P-1, in the case of Moody's; or

                        (d)   an equivalent rating in the case of another
                              Designated Rating Agency,

                        assigned to the Liquidity Facility Provider by each
                        Designated Rating Agency.

                        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 and the Trust Manager.


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                        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 references to "this deed" being
                        construed as references 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. Any obligation
                        imposed on the Trustee under this agreement is several
                        only.

LIMITATION

                  1.4   The rights and obligations of the parties under this
                        agreement relate only to the Trust. The Liquidity
                        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 LIQUIDITY FACILITY
================================================================================
LIQUIDITY FACILITY

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

PURPOSE

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

LIQUIDITY SHORTFALL

                  2.3   The Liquidity Limit will be available only if and to the
                        extent that there is a Liquidity 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
                        Liquidity Shortfall on that Determination Date, the
                        Trust Manager must arrange, by giving a direction to the
                        Trustee, for a drawing to be made under the Liquidity
                        Facility on the Payment Date immediately following that
                        Determination Date in accordance with this agreement and
                        equal to the lesser of:


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                                                                               5
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                        (a)   the Liquidity Shortfall on that Determination
                              Date; and

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

LIMIT

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

TERMINATION

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

3     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
                        Liquidity Facility Provider that the Liquidity 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 Liquidity 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
                              Liquidity Facility Provider from the Trustee's
                              solicitors in a form and substance satisfactory to
                              the Liquidity Facility Provider.

LIQUIDITY DRAWINGS IN RESPECT OF A TRUST

                  3.2   The Liquidity 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 LIQUIDITY EVENT OF DEFAULT) no Liquidity Event
                              of Default continues unremedied or would result
                              from the provision of the proposed drawing;


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                        (c)   (REPRESENTATIONS AND WARRANTIES) the
                              representations and warranties made or deemed to
                              be made by the Trustee and the Trust Manager in
                              this agreement 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 Liquidity
                              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 Liquidity
                              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 Security Interest held for the
                              benefit of the Liquidity 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 3.1 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 LIQUIDITY FACILITY PROVIDER

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

4     LIQUIDITY DRAWINGS
================================================================================
USE OF LIQUIDITY FACILITY

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

TIMING

                  4.2   Each Liquidity Drawing must be drawn down on a Payment
                        Date in respect of the Trust. Each Liquidity 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;


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                                                                               7
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                        (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 Liquidity
                              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 Drawdown
                              Date (or such other period as may be agreed
                              between the Trustee, the Trust Manager and the
                              Liquidity Facility Provider).

EFFECTIVE

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

AGREEMENT TO MAKE LIQUIDITY DRAWING

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

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

                  5.1   The first Liquidity Interest Period in respect of a
                        Liquidity Drawing commences on (and includes) its
                        Drawdown Date and ends on (but excludes) the next
                        Payment Date. Each subsequent Liquidity 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 Liquidity Interest Period in respect of a Liquidity
                        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 Liquidity Facility
                        Provider interest on the daily balance of each Liquidity
                        Drawing from and including its Drawdown Date until the
                        Liquidity Drawing is repaid in full. On each Payment
                        Date, the Trustee will pay to the Liquidity Facility
                        Provider accrued interest on each Liquidity 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 Liquidity Interest
                        Period. Interest accrues from day to day and is to be
                        calculated on actual days elapsed


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                                                                               8
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                        and a 365 day year. Interest is payable in arrears on
                        each Payment Date in the manner contemplated by clause
                        6.1. The rate of interest paid to the Liquidity Facility
                        Provider in respect of a Liquidity Interest Period is
                        the sum of the Bank Bill Rate on the first day of that
                        Liquidity Interest Period (rounded to 3 decimal places)
                        and 0.275% per annum ("LIQUIDITY 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 Liquidity
                              Drawing and any other interest due and payable
                              under clause 6.3(b) up to the close of the
                              Liquidity 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.

                        (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
                              Liquidity Drawing having successive Liquidity
                              Interest Periods calculated in accordance with
                              clause 5. The first Liquidity Interest Period
                              commences on the day when the outstanding amount
                              becomes due for payment and each subsequent
                              Liquidity Interest Period commences on the day
                              when the preceding Liquidity 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 Liquidity 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 LIQUIDITY DRAWINGS
================================================================================
REPAYMENT OF LIQUIDITY DRAWINGS

                  7.1   Subject to clause 7.3, on each Payment Date, the Trustee
                        will repay so much of the Liquidity Principal
                        Outstanding under all Liquidity Drawings as there are
                        funds available for this purpose in accordance with
                        clause 15 of the Supplemental Deed. If, on any Payment
                        Date, all amounts due in accordance with this clause 7.1
                        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 in accordance with the Supplemental Deed until
                        such amounts are paid or repaid in full.


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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 Liquidity
                        Facility Termination Date, the Trustee must repay:

                        (a)   the Liquidity 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 Liquidity Facility Termination Date, the
                        Trustee will repay so much of such amounts on succeeding
                        Payment Dates as is available for that purpose in
                        accordance with the Master Trust Deed and the
                        Supplemental Deed until all such amounts are paid or
                        repaid in full.

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

                        (a)   calculated and accrue daily from the first day of
                              the Availability Period on the basis of a 365 day
                              year; and

                        (b)   paid quarterly in arrears on each Payment Date in
                              accordance with 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 Liquidity 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 LIQUIDITY FACILITY
================================================================================
CANCELLATION

                  9.1   The Trustee may on the direction of the Trust Manager
                        cancel the Liquidity Facility by written notice to the
                        Liquidity Facility Provider if each Designated Rating
                        Agency has confirmed that the cancellation of the
                        Liquidity Facility will not have an Adverse Rating
                        Effect.


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REDUCTION OF LIQUIDITY LIMIT

                  9.2   The Trustee may on the direction of the Trust Manager
                        reduce the Liquidity Limit in whole or in part by
                        written notice to the Liquidity Facility Provider if
                        each Designated Rating Agency has confirmed that the
                        reduction of the Liquidity Limit will not have an
                        Adverse Rating Effect.

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

RATINGS DOWNGRADE

                  9.4   If, on a Determination Date during the Availability
                        Period, the Liquidity Facility Provider does not have
                        the Required Liquidity Rating from each Designated
                        Rating Agency, the Liquidity Facility Provider must
                        within 30 Business Days or such longer period as may be
                        agreed by each Designated Rating Agency:

                        (a)   use its reasonable endeavours to procure another
                              person with the Required Liquidity Rating to
                              assume its obligations under this agreement,
                              notice of which must be given to each Designated
                              Rating Agency; or

                        (b)   take such other steps as are agreed with each
                              Designated Rating Agency to ensure that there is
                              no Adverse Rating Effect.

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

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

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

                        (c)   the Liquidity 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,


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                        then the Trustee must on the direction of the Trust
                        Manager pay (if applicable) to the Liquidity Facility
                        Provider on the next Payment Date the additional amount
                        which the Liquidity Facility Provider certifies is
                        necessary to compensate the Liquidity 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 Liquidity Facility
                        Provider the proportion of it which the Liquidity
                        Facility Provider determines to be fairly attributable
                        to the financial accommodation made available under this
                        agreement.

CERTIFICATE

                  10.3  The Liquidity 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 Liquidity Facility Provider to determine the
                        new amount payable under clause 10.1. Any such
                        certificate signed by the Liquidity 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 Liquidity
                        Facility Provider may use averaging and attribution
                        methods commonly used by financiers or any other
                        reasonable averaging or attribution method.

MINIMISATION

                  10.4  If the Liquidity Facility Provider is to receive any
                        additional payment under clause 10.1, the Liquidity
                        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 Liquidity 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 Liquidity Facility
                        Provider determines that it is or has become apparent
                        that it will become contrary to that official directive,
                        impossible or illegal for the Liquidity 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 funds available under clause 15 of the Supplemental
                        Deed to do so, prepay so much of the Liquidity Principal
                        Outstanding as the Liquidity Facility Provider specifies
                        to the Trustee in writing together with accrued interest
                        and other amounts payable by the Trustee under this
                        agreement. The Liquidity Facility Provider's


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                        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 Liquidity
                        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 Liquidity Facility Provider at the bank which the
                        Liquidity 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.

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

                  13.1  The Trustee represents and warrants to the Liquidity
                        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;


<PAGE>
                                                                              13
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                        (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;

                             (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

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

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

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

                        (k)   (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;

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

                        (m)   (VESTING DATE) the vesting date has not occurred
                              in respect of the Trust; and


<PAGE>
                                                                              14
--------------------------------------------------------------------------------
                        (n)   (NO LIQUIDITY EVENT OF DEFAULT) to its knowledge
                              no Liquidity Event of Default or event which with
                              the giving of notice, lapse of time or other
                              applicable condition would become an Event of
                              Default has occurred which has not been waived or
                              remedied in accordance with this agreement.

                  13.2  The Trust Manager represents and warrants to the
                        Liquidity 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;

                        (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 LIQUIDITY EVENT OF DEFAULT) to its knowledge
                              no Liquidity Event of Default or event which with
                              the giving of notice,


<PAGE>
                                                                              15
--------------------------------------------------------------------------------
                              lapse of time or other applicable condition would
                              become a Liquidity 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;

                        (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 Liquidity
                              Facility Provider (such consent not to be
                              unreasonably withheld or delayed); and

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

                  14.2  The Trust Manager undertakes to:

                        (a)   (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;

                        (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


<PAGE>
                                                                              16
--------------------------------------------------------------------------------
                              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;

                        (c)   (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;

                        (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 Liquidity
                              Facility Provider (such consent not to be
                              unreasonably withheld or delayed); and

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

15    LIQUIDITY EVENTS OF DEFAULT
================================================================================
LIQUIDITY EVENTS OF DEFAULT

                  15.1  A Liquidity 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 purpose under the Supplemental
                              Deed in the manner contemplated by this agreement,
                              in each case 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 Liquidity
                              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 Liquidity Facility
                              Provider;

                        (c)   (EVENT OF DEFAULT) an Event of Default occurs in
                              respect of the Supplemental Deed or the Global
                              Master Security Trust Deed 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 individual capacity
                              and the Trustee is not replaced (by either the
                              Trust Manager or a replacement


<PAGE>
                                                                              17
--------------------------------------------------------------------------------
                              trustee) in accordance with the Master Trust Deed
                              within 30 days of such Insolvency Event.

CONSEQUENCES

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

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

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

                        The Liquidity 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 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:         (612) 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


                              LIQUIDITY FACILITY PROVIDER:

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


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

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

                  18.1  A certificate signed by the Liquidity Facility Provider
                        about a matter (including, without limitation, the
                        Liquidity Interest Rate in respect of a Liquidity
                        Drawing) or about a sum payable to the Liquidity
                        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


<PAGE>
                                                                              19
--------------------------------------------------------------------------------
                        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 Liquidity 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 Liquidity 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 Liquidity Facility Provider
                        to incur expense or make payment before enforcing a
                        right of indemnity conferred by this agreement.

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 Liquidity 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.


<PAGE>
                                                                              20
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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 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.


<PAGE>
                                                                              21
--------------------------------------------------------------------------------
                  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 Liquidity Facility
                        Provider on each Payment Date following a demand from
                        the Liquidity Facility Provider for:

                        (a)   the costs, charges and expenses of the Liquidity
                              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 Liquidity 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 Liquidity
                              Facility Provider), which may be payable or
                              determined to be payable in connection with any
                              Transaction Document or a payment or receipt or
                              any


<PAGE>
                                                                              22
--------------------------------------------------------------------------------
                              other transaction contemplated by any Transaction
                              Document; and

                        (c)   costs, charges and expenses of the Liquidity
                              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 Liquidity 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
                              Liquidity Event of Default;

                        (b)   a proposed Liquidity 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 Liquidity 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 of this agreement
                              or of any of its obligations under this agreement.

                  22.3  The Trustee agrees to pay to the Liquidity 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 Liquidity Facility Provider.

                  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
                        Liquidity Facility Provider.

                  22.6  If the Liquidity 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


<PAGE>
                                                                              23
--------------------------------------------------------------------------------
                        indemnify it under clauses 22.1, 22.2 or 22.3, the
                        Liquidity 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    LIQUIDITY 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 Liquidity
                        Facility Provider and the Trustee, declare a Payment
                        Date as the date upon which:

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

                        (b)   the Liquidity 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 each
                        Designated Rating Agency that the termination of the
                        Liquidity Facility and the appointment of the proposed
                        substitute Liquidity Facility Provider on that Payment
                        Date will not result in an Adverse Rating Effect.

                  23.3  The Liquidity 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 Liquidity Facility Provider all Liquidity
                              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>
                                                                              24
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SCHEDULE 1              DRAWDOWN NOTICE (CLAUSE 4)
================================================================================

                        To:   Australia and New Zealand Banking Group Limited


                        [DATE]

                        Dear Sirs/Madams

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

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

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

                        (a)   the proposed Drawdown Date is [     ];

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

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

                              [              ]; and

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

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

                        Yours faithfully


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


<PAGE>

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EXECUTION PAGE
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<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)                      )
                                                     )         ................................................
 ................................................     )         By executing this agreement the signatory
Address of witness                                   )         states that the signatory has received no
                                                     )         notice of revocation of the authority under
 ..........................................           )         which this agreement is executed
Occupation of witness                                )
</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>