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                                                                  EXHIBIT 10.3
------------------------------------------------------
DATED                                         2001

                 HOMESIDE MORTGAGE SECURITIES
                       TRUST 2001-1
                    REDRAW FACILITY AGREEMENT

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








                    MALLESONS STEPHEN JAQUES
                           Solicitors

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

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                                                                             1
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CONTENTS             HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                     REDRAW FACILITY AGREEMENT
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<TABLE>
<S>                       <C>                                                               <C>
                    1     INTERPRETATION                                                     2

                    2     THE REDRAW FACILITY                                                4

                    3     CONDITIONS PRECEDENT                                               6

                    4     REDRAW DRAWINGS                                                    7

                    5     INTEREST PERIODS                                                   8

                    6     INTEREST                                                           8

                    7     REPAYMENT OF REDRAW DRAWINGS                                       9

                    8     AVAILABILITY FEE                                                  10

                    9     CANCELLATION OR REDUCTION OF THE REDRAW FACILITY                  10

                    10    CHANGED COSTS EVENT                                               11

                    11    ILLEGALITY                                                        12

                    12    PAYMENTS AND TAXES                                                12

                    13    REPRESENTATIONS AND WARRANTIES                                    13

                    14    GENERAL UNDERTAKINGS BY ISSUER TRUSTEE                            15

                    15    REDRAW EVENTS OF DEFAULT                                          17

                    16    NOTICES                                                           18

                    17    SECURITY INTERESTS AND ASSIGNMENT                                 19

                    18    MISCELLANEOUS                                                     19

                    19    LIABILITY OF ISSUER TRUSTEE AND LIMITED RECOURSE                  20

                    20    GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS                20

                    21    COUNTERPARTS                                                      21

                    22    COSTS, CHARGES, EXPENSES AND INDEMNITIES                          21

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                    23    REDRAW FACILITY PROVIDER TERMINATION DATE                         23

                    SCHEDULE 1        DRAWDOWN NOTICE (CLAUSE 4)                            24
</TABLE>


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                           HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                           REDRAW 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 12 004 444 937)
                           having its registered office at Level 24, 500 Bourke
                           Street, Melbourne, Victoria, 3000 ("REDRAW FACILITY
                           PROVIDER").

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

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

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

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

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

                           CHANGED COSTS EVENT means:

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

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

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

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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 Redraw Facility, which date
                           must be a Payment Date in respect of the Trust.

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

                           PERFORMING 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.

                           REDRAW DRAWING means a drawing made under the Redraw
                           Facility.

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

                           REDRAW FACILITY means the facility granted pursuant
                           to this agreement.

                           REDRAW FACILITY TERMINATION DATE means the earliest
                           of:

                           (a)      the Scheduled Termination Date;

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

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

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

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

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

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                                                                             4
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                           REDRAW INTEREST RATE means, in respect of a Redraw
                           Drawing, the interest rate calculated in accordance
                           with clause 6.2.

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

                           (a)      $20 million;

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

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

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

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

                           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 each reference to "this deed" being
                           construed as a reference to "this agreement". In the
                           event of an inconsistency between a definition in the
                           Definitions Schedule or the Supplemental Deed and
                           this agreement, the definition in this agreement
                           prevails. In the event of an inconsistency between a
                           definition in the Definitions Schedule and the
                           Supplemental Deed, the definition in the Supplemental
                           Deed prevails.

INTERPRETATION

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

LIMITATION

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

2        THE REDRAW FACILITY
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REDRAW FACILITY

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

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                                                                             5
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                           agrees to provide financial accommodation requested
                           by the Issuer Trustee under this agreement.

PURPOSE

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

REDRAW SHORTFALL

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

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 Redraw Shortfall on that Determination
                           Date, the Global Trust Manager must arrange, by
                           giving a direction to the Issuer Trustee, for a
                           Redraw Drawing to be made under the Redraw Facility
                           on the immediately following Payment Date in
                           accordance with this agreement and equal to the
                           lesser of:

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

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

LIMIT

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

TERMINATION

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

EXTENSION

                  2.7

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

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

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3        CONDITIONS PRECEDENT
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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 Redraw Facility Provider that
                           the Redraw Facility Provider has received the
                           following in form and substance satisfactory to it:

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

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

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

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

DRAWINGS IN RESPECT OF A TRUST

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

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

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

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

                           (d)      (OTHER SECURITY INTERESTS) other than in
                                    respect of priorities granted by statute,
                                    the Redraw Facility Provider has not
                                    received notice from any person that it
                                    claims to have a Security Interest ranking
                                    in priority to or equal with the Security
                                    Interest held for the benefit of the Redraw
                                    Facility Provider in accordance with the
                                    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 Redraw Facility Provider);

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

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

CERTIFICATION

                  3.3      Anything required to be certified under clause 3 must
                           be certified by an Authorised 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 REDRAW FACILITY PROVIDER

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

4        REDRAW DRAWINGS
--------------------------------------------------------------------------------
USE OF REDRAW FACILITY

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

TIMING

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

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

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

EFFECTIVE

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

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AGREEMENT TO MAKE REDRAW DRAWING

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

5        INTEREST PERIODS
--------------------------------------------------------------------------------
INITIAL INTEREST PERIODS

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

FINAL INTEREST PERIOD

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

6        INTEREST
--------------------------------------------------------------------------------
PAYMENT OF INTEREST

                  6.1      The Issuer Trustee agrees to pay to the Redraw
                           Facility Provider interest on the daily balance of
                           each Redraw Drawing from and including its Drawdown
                           Date until the Redraw Drawing is repaid in full. On
                           each Payment Date, the Issuer Trustee will pay to the
                           Redraw Facility Provider accrued interest on each
                           Redraw Drawing. If, on any Payment Date, all amounts
                           due in accordance with this clause 6.1 are not paid
                           in full, on each following Payment Date the 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 Redraw Interest
                           Period. Interest accrues from day to day and is to be
                           calculated on actual days elapsed and a 365 day year.
                           Interest is payable quarterly in arrears on each
                           Payment Date in the manner contemplated by clause
                           6.1. The rate of interest paid to the Redraw Facility
                           Provider in respect of a Redraw Interest Period is
                           the sum of the Bank Bill Rate on the first day of
                           that Redraw Interest Period (rounded to 3 decimal
                           places) and 0.20% per annum ("REDRAW INTEREST RATE").

INTEREST ON OVERDUE AMOUNTS

                           (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 Redraw Drawing and
                                    any other interest due and payable under
                                    clause 6.3(b) up to the close of the Redraw
                                    Interest Period just ended, such unpaid
                                    interest will itself capitalise and bear
                                    interest in accordance with clauses 6.1 and
                                    6.2 of this agreement.

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                           (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 Redraw Drawing having successive Redraw
                                    Interest Periods calculated in accordance
                                    with clause 5. The first Redraw Interest
                                    Period commences on the day when the
                                    outstanding amount becomes due for payment
                                    and each subsequent Redraw Interest Period
                                    commences on the day when the preceding
                                    Redraw Interest Period expires.

OBLIGATION UNAFFECTED

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

7        REPAYMENT OF REDRAW DRAWINGS
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REPAYMENT OF REDRAW DRAWINGS

                  7.1      Subject to clause 7.3, on each Payment Date, the
                           Issuer Trustee will repay to the Redraw Facility
                           Provider so much of the Redraw Principal Outstanding
                           as there are funds available for this purpose for
                           that Payment Date in accordance with clause 14 of the
                           Supplemental Deed.

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.

REPAYMENT ON TERMINATION DATE

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

                           (a)      the Redraw Principal Outstanding;

                           (b)      interest accrued thereon; and

                           (c)      all other money due under this agreement,

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

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

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                                                                            10
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                           in accordance with the Master Trust Deed and the
                           Supplemental Deed until all such amounts are paid or
                           repaid in full.

                  7.5      A Redraw Charge-Off made under clause 14.15 of the
                           Supplemental Deed reduces the amount of the Redraw
                           Principal Outstanding from the date on which the
                           Redraw Charge-Off is made by the amount of the Redraw
                           Charge-Off.

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

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

                           (b)      paid quarterly in arrears on each Payment
                                    Date in accordance with clause 14 of 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 Redraw 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 REDRAW FACILITY
--------------------------------------------------------------------------------
CANCELLATION

                  9.1

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

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

REDUCTION OF REDRAW LIMIT

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

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 Redraw
                           Facility Provider (or such other period agreed
                           between


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                                                                            11
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                           the Issuer Trustee, the Global Trust Manager and
                           the Redraw Facility Provider).

10       CHANGED COSTS EVENT
--------------------------------------------------------------------------------
DETERMINATION

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

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

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

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

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

INDIRECT COST

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

CERTIFICATE

                  10.3     The Redraw Facility Provider must provide a
                           certificate to the Global Trust Manager setting out
                           details of the relevant Changed Costs Event and the
                           calculations made by the Redraw Facility Provider to
                           determine the new amount payable under clause 10.1.
                           Any such certificate signed by the Redraw Facility
                           Provider as to an amount payable by the 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 Redraw Facility Provider
                           may use averaging and attribution methods commonly
                           used by financiers or any other reasonable averaging
                           or attribution method.

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MINIMISATION

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

11       ILLEGALITY
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                  11.1     If as a result of any change in a law, regulation,
                           code of practice or an official directive which has
                           the force of law or compliance with which is in
                           accordance with the practice of responsible bankers
                           in the jurisdiction concerned, or in their
                           interpretation or administration after the date of
                           this agreement, the Redraw Facility Provider
                           determines that it is or has become apparent that it
                           will become contrary to that official directive,
                           impossible or illegal for the Redraw Facility
                           Provider to fund, provide or maintain financial
                           accommodation or otherwise observe its obligations
                           under this agreement then the Issuer Trustee, on the
                           immediately following Payment Date, must, to the
                           extent that there are Principal Collections available
                           on that Payment Date, prepay so much of the Redraw
                           Principal Outstanding as the Redraw Facility Provider
                           specifies to the Issuer Trustee in writing together
                           with accrued interest and other amounts payable by
                           the Issuer Trustee under this agreement. The Redraw
                           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
                           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
                           Redraw Facility Provider under this agreement not
                           later than 5.00pm local time in the place of payment
                           on the due date in immediately available funds to the
                           account of the Redraw Facility Provider at the bank
                           which the Redraw Facility Provider designates by
                           prior written notice to the 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.

<PAGE>

                                                                            13
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13       REPRESENTATIONS AND WARRANTIES
------------------------------------------------------------------------------
GENERAL REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

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

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

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

                                    (ii)     its constitution; or

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

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

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

<PAGE>

                                                                            14
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                                    (v)      the acceleration of the date of
                                             payment of any obligation existing
                                             under,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                                                            15
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                                    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 REDRAW EVENT OF DEFAULT) to its
                                    knowledge no Redraw Event of Default or
                                    event which with the giving of notice, lapse
                                    of time or other applicable condition would
                                    become a Redraw Event of Default has
                                    occurred which has not been waived or
                                    remedied in accordance with this agreement.

REPETITION

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

14       GENERAL UNDERTAKINGS BY 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;

<PAGE>

                                                                            16
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                           (c)      (AUTHORISATIONS) ensure that each
                                    Authorisation required for it to act as
                                    trustee of the Trust and for the business of
                                    the Trust to be conducted as now conducted
                                    or as contemplated by the Transaction
                                    Documents, is obtained and promptly renewed
                                    and maintained in full force and effect;

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

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

                  14.2     The Global Trust Manager undertakes to:

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

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

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

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

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

<PAGE>

                                                                            17
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15       REDRAW EVENTS OF DEFAULT
------------------------------------------------------------------------------
REDRAW EVENTS OF DEFAULT

                  15.1     A Redraw 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)     any amount due in respect of
                                             interest pursuant to clause 6 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 Redraw Facility Provider or breaches any
                                    of its undertakings under the Transaction
                                    Documents which affect its ability to
                                    perform its obligations thereunder and that
                                    breach has a Material Adverse Effect in
                                    respect of the Redraw Facility Provider;

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

CONSEQUENCES

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

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

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

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

<PAGE>

                                                                            18
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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):

                                    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

                                    REDRAW FACILITY PROVIDER:

                                    Address:    3rd Floor South
                                                271 Collins Street
                                                Melbourne  VIC  3000
                                    Facsimile:  (613) 9659 6927
                                    Attention:  Senior Executive, Securitisation
                                    E-mail:     elizabeth_steenson@nag.national.
                                                com.au

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;

<PAGE>

                                                                            19
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                           (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 Redraw Facility Provider, create or
                           allow to exist a Security Interest over, or an
                           interest in, this agreement or assign or otherwise
                           dispose of or deal with its rights under this
                           agreement. The Redraw Facility Provider at any time
                           may do any of those things.

18       MISCELLANEOUS
------------------------------------------------------------------------------
CERTIFICATE

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

EXERCISE OF RIGHTS

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

WAIVER AND VARIATION

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

SUPERVENING LEGISLATION

                  18.4     Any present or future legislation which operates to
                           vary the obligations of the Issuer Trustee in
                           connection with this agreement with the result

<PAGE>

                                                                            20
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                           that the Redraw Facility Provider's rights, powers or
                           remedies are adversely affected (including, without
                           limitation, by way of delay or postponement) is
                           excluded except to the extent that its exclusion is
                           prohibited or rendered ineffective by law.

APPROVALS AND CONSENT

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

REMEDIES CUMULATIVE

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

INDEMNITIES

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

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 Redraw 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.

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

<PAGE>

                                                                            21
------------------------------------------------------------------------------
                           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 Redraw Facility
                           Provider on each Payment Date following a demand from
                           the Redraw Facility Provider for:

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

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

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

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

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

<PAGE>

                                                                            22
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                           (b)      a proposed Redraw 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 Redraw Facility Provider acting in
                                    connection with a Transaction Document in
                                    good faith on facsimile or telephone
                                    instructions purporting to originate from
                                    the offices of the 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 13.1 of this agreement or of any of
                                    its obligations under this agreement.

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

                  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 Redraw Facility Provider.

                  22.6     If the Redraw Facility Provider receives written
                           notice of any act, matter or thing which may give
                           rise to a liability, loss, cost, charge or expense in
                           relation to which the Issuer Trustee would be
                           required to indemnify it under clauses 22.1, 22.2 or
                           22.3, the Redraw 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.

<PAGE>

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

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

                           (b)      the Redraw Facility will terminate.

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

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

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

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

EXECUTED as an agreement.


<PAGE>

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SCHEDULE 1                        DRAWDOWN NOTICE (CLAUSE 4)
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                           To:          National Australia Bank Limited



                           [DATE]

                           Dear Sirs/Madams

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

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

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

                           (a)      the proposed Drawdown Date is [      ];

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

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

                                     [        ]; and

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

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

                           Yours faithfully



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



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

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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
                                                     )

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