<PAGE>

                                                                  EXHIBIT 10.2

                ---------------------------------------------------
                   DATED                                    2001





                          HOMESIDE MORTGAGE SECURITIES
                                 TRUST 2001-1
                          LIQUIDITY FACILITY AGREEMENT


                        PERPETUAL TRUSTEE COMPANY LIMITED
                               ("ISSUER TRUSTEE")
                        HOMESIDE GLOBAL MBS MANAGER, INC.
                            ("GLOBAL TRUST MANAGER")
                         NATIONAL AUSTRALIA BANK 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




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                                                                               1
--------------------------------------------------------------------------------
CONTENTS          HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                  LIQUIDITY FACILITY AGREEMENT
--------------------------------------------------------------------------------
<TABLE>
<S>               <C>      <C>                                                <C>

                  1         INTERPRETATION                                     2

                  2        THE LIQUIDITY FACILITY                              5

                  3        CONDITIONS PRECEDENT                                6

                  4        LIQUIDITY DRAWINGS                                  7

                  5        LIQUIDITY INTEREST PERIODS                          8

                  6        INTEREST                                            8

                  7        REPAYMENT OF LIQUIDITY DRAWINGS                     9

                  8        AVAILABILITY FEE                                   10

                  9        CANCELLATION OR REDUCTION OF THE LIQUIDITY
                           FACILITY                                           10

                  10       CHANGED COSTS EVENT                                11

                  11       ILLEGALITY                                         12

                  12       PAYMENTS AND TAXES                                 13

                  13       REPRESENTATIONS AND WARRANTIES                     13

                  14       GENERAL UNDERTAKINGS BY ISSUER TRUSTEE             16

                  15       LIQUIDITY EVENTS OF DEFAULT                        17

                  16       NOTICES                                            18

                  17       SECURITY INTERESTS AND ASSIGNMENT                  19

                  18       MISCELLANEOUS                                      19

                  19       LIABILITY OF ISSUER TRUSTEE AND LIMITED
                           RECOURSE                                           21

                  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
</TABLE>


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                  HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 LIQUIDITY FACILITY
                  AGREEMENT

DATE:                                  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 ("ISSUER
                  TRUSTEE")
                  HOMESIDE GLOBAL MBS MANAGER, INC. having an office at 7301
                  Baymeadows Way, Jacksonville, Florida 32256, United States of
                  America ("GLOBAL TRUST MANAGER")
                  NATIONAL AUSTRALIA BANK LIMITED (ABN 12 004 044 937) having
                  its registered office at Level 24, 500 Bourke 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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                                                                              3
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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
                           "HomeSide Mortgage Securities Trusts Definitions
                           Schedule" dated 3 January 2001 between the parties
                           named in Schedule 1 to that deed.

                           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 Global Trust Manager has
                                    notified the Issuer 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 Liquidity Limit is
                                    cancelled or reduced to zero under clause 9;
                                    and

                           (d)      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.

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

                           (a)      1% of the Total Invested Amount of all Notes
                                    as at the previous Determination Date;

                           (b)      the Performing Mortgage Loans Amount on the
                                    last day of the previous Collection Period;
                                    and

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                                                                              4
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                           (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 Issuer
                                    Trustee on or before the immediately
                                    following Payment Date.

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

                           PERFORMING MORTGAGE LOANS AMOUNT means, at any time,
                           the aggregate of:

                           (a)      the Outstanding Principal Balance of all
                                    Housing Loans which comprise part of the
                                    Purchased Mortgage Loans 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 Principal Balance of all
                                    Housing Loans which comprise part of the
                                    Purchased Mortgage Loans 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)      F1+, in the case of Fitch;

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

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

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

                           SUPPLEMENTAL DEED means the deed entitled "HomeSide
                           Mortgage Securities Trust 2001-1 Supplemental Deed "
                           dated on or about the date of this agreement between,
                           amongst others, the Issuer Trustee and the Global
                           Trust Manager.

                           TRUST means the HomeSide Mortgage Securities Trust
                           2001-1.

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

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                                                                              5
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                           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 with
                           each reference to "this deed" being construed as a
                           reference to "this agreement". Any obligation imposed
                           on the Issuer 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
                           Issuer 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 Issuer
                           Trustee a loan facility in Australian dollars in
                           respect of the Trust in an amount equal to the
                           Liquidity Limit. If the Issuer 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 Issuer 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.

GLOBAL TRUST MANAGER TO MAKE DRAWING

                  2.4      If, on any Determination Date during the Availability
                           Period, the Global Trust Manager determines that
                           there is a Liquidity Shortfall on that Determination
                           Date, the Global Trust Manager must arrange, by
                           giving a direction to the Issuer 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:

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

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

<PAGE>

                                                                              6
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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 Issuer Trustee must not deliver the first
                           Drawdown Notice until the Issuer 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 Issuer
                                    Trustee and the Global Trust Manager and, if
                                    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 Issuer
                                    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;

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

<PAGE>

                                                                              7
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                           (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 Master Security Trust Deed, the
                                    Deed of Charge and the Supplemental Deed
                                    (other than the Security Interests set out
                                    specifically in the 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 Person of the
                           Issuer Trustee or the Global 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 Issuer Trustee on the direction of the Global
                           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 Collections Account
                           and applied only in accordance with clause 14 of the
                           Supplemental Deed.

FORM OF NOTICE

                  4.3      A Drawdown Notice given under clause 4.1 must:

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

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

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

<PAGE>

                                                                              8
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                           (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 Issuer Trustee,
                                    the Global 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 Collections 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 Issuer 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 Issuer 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 Issuer 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 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

<PAGE>
                                                                              9
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                           Liquidity Interest Period (rounded to 3 decimal
                           places) and 0.35% per annum (" LIQUIDITY INTEREST
                           RATE").

INTEREST ON OVERDUE AMOUNTS

                  6.3
                           (a)      If any payment by the Issuer 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 Issuer 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 Issuer 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 Issuer 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
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REPAYMENT OF LIQUIDITY DRAWINGS

                  7.1      Subject to clause 7.3, on each Payment Date, the
                           Issuer 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 14 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
                           Issuer 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.

RE-DRAWING

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

<PAGE>

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REPAYMENT ON TERMINATION DATE

                  7.3      Notwithstanding clause 7.1, on or before the
                           Liquidity Facility Termination Date, the Issuer
                           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 Issuer 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 Issuer Trustee will pay to the Liquidity Facility
                           Provider an availability fee of 0.20% 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 Global Trust Manager
                           and the Liquidity Facility Provider (and notified to
                           the Issuer Trustee) provided that the Global Trust
                           Manager notifies each Current Rating Agency of the
                           variation and receives confirmation from each Current
                           Rating Agency that the variation will not have an
                           Adverse Rating Effect.

9        CANCELLATION OR REDUCTION OF THE LIQUIDITY FACILITY
--------------------------------------------------------------------------------
CANCELLATION

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

REDUCTION OF LIQUIDITY LIMIT

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

<PAGE>

                                                                             11
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WHEN NOTICES EFFECTIVE

                  9.3      A notice given by the Issuer 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 Issuer Trustee, the Global 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 Current
                           Rating Agency, the Liquidity Facility Provider must
                           within 30 Business Days or such longer period as may
                           be agreed by each Current 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 Current Rating Agency; or

                           (b)      take such other steps as are agreed with
                                    each Current 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,

                           then the Issuer Trustee must on the direction of the
                           Global 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.

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                                                                             12
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INDIRECT COST

                  10.2     If the changed cost, reduction, payment or forgone
                           interest or other return is indirect, the Issuer
                           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 Global 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
                           Issuer 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 Issuer 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 Issuer Trustee, on the
                           immediately following Payment Date, must, to the
                           extent that there are funds available under clause 14
                           of the Supplemental Deed to do so, prepay so much of
                           the Liquidity Principal Outstanding as the Liquidity
                           Facility Provider specifies to the Issuer Trustee in
                           writing together with accrued interest and other
                           amounts payable by the Issuer Trustee under this
                           agreement. The Liquidity Facility Provider's
                           obligations to the Issuer 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 Issuer
                           Trustee will pay or repay so much of the amounts as

<PAGE>

                                                                              13
--------------------------------------------------------------------------------
                           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 Issuer 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 Issuer Trustee. All
                           payments must be made in accordance with the Master
                           Trust Deed and the Supplemental Deed.

NO SET OFF, ETC

                  12.2     The Issuer 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 Issuer 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;

                           (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;

<PAGE>

                                                                              14
--------------------------------------------------------------------------------
                           (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 ISSUER 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

                           (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.

<PAGE>

                                                                              15
--------------------------------------------------------------------------------
                  13.2     The Global 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, 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

<PAGE>

                                                                              16
--------------------------------------------------------------------------------
                           Payment Date with reference to the facts and
                           circumstances then subsisting, as if made on such
                           day.

14       GENERAL UNDERTAKINGS BY ISSUER TRUSTEE
--------------------------------------------------------------------------------
                  14.1     The Issuer 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 Global 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 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

<PAGE>

                                                                              17
--------------------------------------------------------------------------------
                                    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 Issuer Trustee fails to
                                    pay:

                                    (i)      any amount owing under this
                                             agreement where funds are available
                                             for that purpose under the
                                             Supplemental Deed; or

                                    (ii)     without limiting paragraph (i)
                                             above, any amount due in respect of
                                             interest pursuant to clause 6.1
                                             where funds are available for that
                                             purpose under the Supplemental
                                             Deed,

                                    in the manner contemplated by this
                                    agreement, in each case within 5 Business
                                    Days of the due date for payment of such
                                    amount;

                           (b)      (BREACH OF UNDERTAKING) the Issuer 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 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
                                    Master Security Trust Deed and the Deed of
                                    Charge; or

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

<PAGE>

                                                                              18
--------------------------------------------------------------------------------
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 Person 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, or sent by e-mail to the e-mail
                                    address of the addressee specified below (or
                                    to such other details as are notified by a
                                    party to each other party on or after the
                                    date of execution of this agreement):

<TABLE>
<S><C>
                                    ISSUER TRUSTEE:

                                    Address:           Level 3, 39 Hunter Street
                                                       Sydney  NSW  2000
                                    Facsimile:         (612) 9221 7870
                                    Attention:         Manager, Securitisation
                                    E-mail:            as notified from time to
                                                       time

                                    GLOBAL TRUST MANAGER:

                                    Address:           7301 Baymeadows Way,
                                                       Jacksonville, Florida
                                                       32256, United States of
                                                       America
                                    Facsimile:         904 281 3062
                                    Attention:         General Counsel
                                    E-mail:            RJJACOBS@HOMESIDE.COM


                                    LIQUIDITY FACILITY PROVIDER:

                                    Address:           3rd Floor, 271 Collins
                                                       Street, Melbourne, Vic 3000
                                    Facsimile:         (613) 9659 6927

<PAGE>

                                                                              19
--------------------------------------------------------------------------------
                                    Attention:         Senior Executive
                                                       Securitisation
                                    E-mail:            elizabeth_steenson@nag.national.com.au
</TABLE>

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;

                           (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; and

                           (d)      in the case of an e-mail, on receipt by the
                                    sender of an e-mail from the recipient
                                    stating that the e-mail was delivered in its
                                    entirety and the contents and attachments of
                                    the e-mail have been received.

                           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 Issuer 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 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

<PAGE>

                                                                              20
--------------------------------------------------------------------------------
                           not prevent a further exercise of that or an exercise
                           of any other right, power or remedy. Failure by the
                           party to exercise or delay in exercising a right,
                           power or remedy does not prevent its exercise. The
                           party is not liable for any loss caused by the
                           exercise or attempted exercise of, failure to
                           exercise, or delay in exercising, the right, power or
                           remedy.

WAIVER AND VARIATION

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

SUPERVENING LEGISLATION

                  18.4     Any present or future legislation which operates to
                           vary the obligations of the Issuer 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 Issuer 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 Issuer Trustee to pay money.

FURTHER ASSURANCES

                  18.9     At the Liquidity Facility Provider's request the
                           Issuer 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 Issuer 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>

                                                                              21
--------------------------------------------------------------------------------
19       LIABILITY OF ISSUER TRUSTEE AND LIMITED RECOURSE
--------------------------------------------------------------------------------
                           Clause 2 of the Definitions Schedule applies to this
                           agreement as if set out in full in it (with any
                           consequential changes as are necessary to give effect
                           to that clause in this agreement).

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

                  20.1     This agreement is governed by the law in force in the
                           Australian Capital Territory.

SUBMISSION TO JURISDICTION

                  20.2     Each party irrevocably and unconditionally submits to
                           the non-exclusive jurisdiction of the courts of the
                           Australian Capital Territory 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 Issuer 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
                                    Issuer Trustee, any Secured Creditor or any
                                    of their Related Entities.

                  22.2     The Issuer 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 made
                                    available 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 Issuer 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 Issuer 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 Issuer 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 Issuer 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.

<PAGE>

                                                                              23
--------------------------------------------------------------------------------
                  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 Issuer Trustee would be
                           required to indemnify it under clauses 22.1, 22.2 or
                           22.3, the Liquidity Facility Provider will notify the
                           Issuer 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 Issuer Trustee
                           has been prejudiced in any material respect by such
                           failure.

23       LIQUIDITY FACILITY PROVIDER TERMINATION DATE

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                  23.1     Subject to clause 23.2, the Global Trust Manager may
                           by giving not less than 5 Business Days notice to the
                           Liquidity Facility Provider and the Issuer 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 Global Trust Manager in accordance with clause
                           23.1, the Global Trust Manager must obtain written
                           confirmation from each Current 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 Issuer 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)
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                           To:      National Australia Bank Limited


                           [DATE]


                           Dear Sirs/Madams

                           LIQUIDITY FACILITY AGREEMENT BETWEEN PERPETUAL
                           TRUSTEE COMPANY LIMITED, HOMESIDE GLOBAL MBS MANAGER,
                           INC. AND NATIONAL AUSTRALIA BANK LIMITED DATED [#]
                           ("LIQUIDITY FACILITY AGREEMENT")

                           The Issuer 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 HomeSide Mortgage Securities
                           Trust 2001-1 ("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 Collections 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 Person of
                           PERPETUAL TRUSTEE COMPANY

<PAGE>

                                                                              25
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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 HOMESIDE GLOBAL MBS MANAGER, INC in     )
the presence of:                                     )
                                                     )
 ................................................     )
Signature of witness                                 )
                                                     )
 ................................................     )
Name of witness (block letters)                      )
                                                     )
 ................................................     )
Address of witness                                   )
                                                     )
 ..........................................           )         ................................................
Occupation of witness                                )         By executing this agreement the signatory
                                                     )         states that the signatory has received no
                                                     )         notice of revocation of the authority under
                                                     )         which this agreement is executed

<PAGE>

                                                                              26
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SIGNED by                                            )
as attorney for NATIONAL AUSTRALIA BANK 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>