<PAGE>

                                                                    EXHIBIT 10.2

                                                             Draft: 9 March 2000

                        Series 2000-1G Medallion Trust



                         Liquidity Facility Agreement



                                     Date:



                        Commonwealth Bank of Australia

                          Liquidity Facility Provider



                       Perpetual Trustee Company Limited

                                    Trustee



                 Securitisation Advisory Services Pty. Limited

                                    Manager



                                  CLAYTON UTZ
                                    Lawyers
                                 Levels 27-35
                             No.1 O'Connell Street
                                SYDNEY NSW 2000
                                   AUSTRALIA




                           (C)Copyright Clayton Utz

Liability is limited by the Solicitors Scheme under the Professional Standards
                                  Act 1994 NSW
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                     Page
<S>                                                                        <C>
1.   INTERPRETATION                                                           1

1.1  Definitions                                                              1
1.2  Series Supplement and Master Trust Deed Definitions                      4
1.3  Interpretation                                                           4
1.4  Trustee Capacity                                                         5
1.5  Master Trust Deed and Series Supplement                                  6
1.6  Incorporated Definitions and other Transaction Documents and provisions  6

2.   THE FACILITY                                                             6

2.1  Amount                                                                   6
2.2  Method of Making Advances                                                6
2.3  Purpose                                                                  6
2.4  Termination of the Facility                                              6

3.   CONDITIONS PRECEDENT                                                     6

3.1  Conditions Precedent to first Advance                                    6
3.2  Conditions Precedent to all Advances                                     7

4.   DRAWDOWN                                                                 7

4.1  Preparation of Drawdown Notices                                          7
4.2  Service of Drawdown Notices                                              7
4.3  Requirements of Drawdown Notices                                         7
4.4  Availability of Drawing                                                  8
4.5  Payment of Drawing                                                       8

5.   INTEREST                                                                 8

5.1  Interest Period                                                          8
5.2  Calculation of Interest                                                  9
5.3  Payment of Interest                                                      9
5.4  Interest on Unpaid Interest                                              9
5.5  Interest on Overdue Sums                                                 9

6.   REPAYMENT OF DRAWINGS AND ADVANCES                                       9

6.1  Repayment of Drawings during the Availability Period                     9
6.2  Re-Drawing                                                               9
6.3  Repayment on Termination                                                 9
6.4  Payments Under Security Trust Deed                                      10

7.   CASH ADVANCE DEPOSIT PERIOD                                             10

7.1  Cash Advance Deposit Upon Ratings Downgrade                             10
7.2  Withdrawal from the Collections Account                                 10
7.3  Drawings During the Cash Advance Deposit Period                         10
7.4  Liquidity Facility Provider Upgrade                                     11
7.5  Reduction in Facility Limit During Cash Advance Deposit Period          11
7.6  Termination of Agreement                                                11
7.7  Interest on Cash Advance Deposit                                        11

8.   PAYMENTS                                                                11

8.1  Time on Due Date and Free of Set-off & Taxes                            11
8.2  Certificate                                                             11
</TABLE>

                                                                             (i)

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

Clause                                                                     Page
<S>                                                                        <C>
9.        ILLEGALITY AND INCREASED COST                                      12

9.1       Illegality                                                         12
9.2       Increased Cost                                                     12

10.       FEES                                                               12

11.       REPRESENTATIONS AND WARRANTIES                                     13

11.1      General Representations and Warranties                             13
11.2      Corporate Representations and Warranties                           13
11.3      Series Trust Representations and Warranties                        13
11.4      Liquidity Facility Provider                                        14
11.5      Representations and Warranties Repeated                            14

12.       UNDERTAKINGS                                                       14

12.1      General                                                            14
12.2      Manager's Undertakings after Manager Event                         15
12.3      Liquidity Facility Provider Undertaking                            15

13.       EVENTS OF DEFAULT                                                  15

13.1      Events of Default                                                  15
13.2      Consequences of Event of Default                                   16

14.       TERMINATION BY TRUSTEE                                             16

14.1      Trustee may declare a Termination Date                             16
14.2      Requirements for termination                                       16

15.       TRUSTEE PROVISIONS                                                 16

15.1      Limitation on Trustee's Liability                                  16
15.2      Claims against Trustee                                             17
15.3      Breach of Trust                                                    17
15.4      Acts or omissions                                                  17
15.5      No obligation                                                      17

16.       ASSIGNMENT                                                         17

16.1      Assignment by Trustee                                              17
16.2      Assignment by Liquidity Facility Provider                          17

17.       NOTICES                                                            18

17.1      Method of Delivery                                                 18
17.2      Deemed Receipt                                                     18

18.       INDEMNITY                                                          18

18.1      Indemnity on Demand                                                18
18.2      Losses on Liquidation or Re-employment of Deposits                 19
18.3      Payment on Distribution Date                                       19

19.       MISCELLANEOUS                                                      19

19.1      Stamp Duties                                                       19
</TABLE>

                                                                            (ii)

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

Clause                                                                     Page
<S>                                                                         <C>
19.2      Waiver                                                             19
19.3      Written Waiver, Consent and Approval                               19
19.4      Severability                                                       20
19.5      Survival of Indemnities                                            20
19.6      Successors and Assigns                                             20
19.7      Moratorium Legislation                                             20
19.8      Amendments                                                         20
19.9      Governing Law                                                      20
19.10     Jurisdiction                                                       20
19.11     Counterparts                                                       21

SCHEDULE - FORM OF DRAWDOWN NOTICE                                           22
</TABLE>

                                                                           (iii)

<PAGE>

THIS LIQUIDITY FACILITY AGREEMENT is made at Sydney on                    2000

BETWEEN       COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124, a company
              incorporated in the Australian Capital Territory and having an
              office at Level 8, 48 Martin Place, Sydney, Australia (the
              "Liquidity Facility Provider")

AND           PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
              incorporated in the State of New South Wales and having an office
              at Level 3, 39 Hunter Street, Sydney, Australia, in its capacity
              as trustee of the Series 2000-1G Medallion Trust (the "Trustee")

AND           SECURITISATION ADVISORY SERVICES PTY. LIMITED, ACN 064 133 946, a
              company incorporated in the State of New South Wales and having an
              office at Level 8, 48 Martin Place, Sydney, Australia ("SAS" and
              also hereinafter included within the expression the "Manager")

RECITALS:

A.     The Trustee and the Manager are respectively the trustee and the manager
       of the Series Trust.

B.     The Manager has requested the Liquidity Facility Provider to provide the
       Trustee with the Facility in connection with the Approved Purpose.

C.     The Liquidity Facility Provider has agreed to provide the Facility to the
       Trustee on the terms and conditions contained in this Agreement.

THE PARTIES AGREE:

 1.    INTERPRETATION

 1.1   Definitions

       In this Agreement, unless the contrary intention appears:

       "Advance" means the principal amount of each advance to the Trustee by
       the Liquidity Facility Provider in accordance with this Agreement or so
       much of each such advance as remains outstanding from time to time.

       "Approved Purpose" means the use of a Drawing to meet an Income Shortfall
       in accordance with the Series Supplement or to fund a Cash Advance
       Deposit in accordance with this Agreement.

       "Authorised Officer" in relation to the Liquidity Facility Provider means
       any person from time to time appointed by the Liquidity Facility Provider
       to act as its Authorised Officer for the purposes of this Agreement and
       notified to the Trustee.

       "Availability Period" means the period commencing on the date of this
       Agreement and ending on the Termination Date.

       "BBSW" in relation to an Interest Period means the rate appearing at
       approximately 10.00 am on the first day of that Interest Period on the
       Reuters Screen page "BBSW" as being the average of the mean buying and
       selling rates appearing on that page for a bill of exchange having a
       tenor of three months.  If on the first day of an Interest Period fewer
       than four banks are quoted on the Reuters Screen page "BBSW" or for any
       other reason "BBSW" for an Interest Period cannot be determined in
       accordance with the foregoing provisions, then "BBSW" for that Interest
       Period means such rate as is specified by the Liquidity Facility Provider
       having regard to comparable indices then available.

       "Cash Advance Deposit" means at any time that amount of the Collections
       Account of the Series Trust that comprises at that time Advances by way
       of deposits by the Liquidity Facility Provider to the Collections Account
       of the Series Trust in accordance with clause

                                                                              1.
<PAGE>

       7.1 (after taking into account any application of the Cash Advance
       Deposit in accordance with clause 7.3 or repayment of it in accordance
       with either of clauses 7.4 or 7.5).

       "Cash Advance Deposit Period" means each period commencing immediately
       following a Cash Advance Deposit and ending on the date on which the
       Trustee is obliged to repay to the Liquidity Facility Provider the Cash
       Advance Deposit pursuant to clause 7.4.

       "Designated Credit Rating" means a short term credit rating of A-1+ by
       S&P, P1 by Moody's and F1+ by Fitch IBCA or such other credit rating
       agreed to between the Trustee, the Manager and the relevant Rating
       Agency.

       "Direct Advance" means an Advance by way of a deposit by the Liquidity
       Facility Provider to the Collections Account of the Series Trust in
       accordance with clause 4.5(a).

       "Drawdown Date" means, in relation to a Drawing or proposed Drawing, the
       Distribution Date immediately following the delivery of the corresponding
       Drawdown Notice to the Liquidity Facility Provider in accordance with
       this Agreement.

       "Drawdown Notice" means a notice given under clause 4.

       "Drawing" means:

       (a)    other than during the Cash Advance Deposit Period, a Direct
              Advance or a proposed Direct Advance (as the case may be); and

       (b)    during the Cash Advance Deposit Period, a withdrawal or proposed
              withdrawal (as the case may be) from the Cash Advance Deposit in
              the Collections Account of the Series Trust by the Trustee in
              accordance with clause 7.3.

       "Effective Control" means:

       (a)    control of the composition of the board of directors of SAS;

       (b)    control of more than half of the voting power of SAS; or

       (c)    control of more than half of the issued share capital of SAS
              excluding any part of such issued share capital which carries no
              right to participate beyond a specified amount in the distribution
              of either profit or capital.

       "Event of Default" means any of the events set out or referred to in
       clause 13.1 as an Event of Default.

       "Facility" means the standby liquidity facility granted to the Trustee by
       the Liquidity Facility Provider on the terms and conditions of this
       Agreement.

       "Facility Limit" means at any given time the least of the following:

       (a)    A$48 million;

       (b)    the Performing Mortgage Loans Amount at that time; and

       (c)    the amount from time to time agreed in writing between the
              Manager, the Liquidity Facility Provider and the Rating Agencies.

       "Interest Period" means each period determined in accordance with clause
       5.1.

       "Liquidity Amount" means, for a Drawdown Date, the lesser of:

       (a)    the then un-utilised portion of the Facility Limit or if the
              Drawdown Date is during the Cash Advance Deposit Period, the then
              un-utilised portion of the Cash Advance Deposit; and

       (b)    the Income Shortfall on the preceding Determination Date.

                                                                              2.
<PAGE>

       "Manager" means SAS or if SAS retires or is removed as manager of the
       Series Trust, any then Substitute Manager, and includes the Trustee when
       acting as the manager of the Series Trust in accordance with the
       provisions of the Master Trust Deed.

       "Manager Event" means:

       (a)    SAS ceases to be a body over which the Liquidity Facility Provider
              has Effective Control; or

       (b)    SAS ceases to be the manager of the Series Trust.

       "Master Trust Deed" means the Master Trust Deed dated 8 October 1997
       between the Trustee and SAS, as amended from time to time.

       "Obligations" means all of the liabilities of the Trustee to the
       Liquidity Facility Provider under this Agreement and, without limiting
       the generality of the foregoing, includes any liabilities which:

       (a)    are liquidated;

       (b)    are present, prospective or contingent;

       (c)    relate to the payment of money or the performance or omission of
              any act;

       (d)    sound in damages only; or

       (e)    accrue as a result of any Event of Default.

       "Performing Mortgage Loans Amount" means at any time the aggregate of the
       following:

       (a)    the amount outstanding under Mortgage Loans forming part of the
              Assets of the Series Trust in relation to which no payment due
              from the relevant Borrower has been in arrears by more than 90
              days; and

       (b)    the amount outstanding under Mortgage Loans forming part of the
              Assets of the Series Trust in relation to which a payment due from
              the relevant Borrower has been in arrears by more than 90 days and
              which are insured under a Mortgage Insurance Policy.

       "Prescribed Rate" in relation to an Interest Period means the sum of:

       (a)    BBSW for that Interest Period; and

       (b)    0.20% per annum,

       or such rate as is otherwise agreed by the Trustee, the Manager and the
       Liquidity Facility Provider provided that each Rating Agency is given not
       less than 3 Business Days prior notice by the Manager of any variation to
       the Prescribed Rate and the Prescribed Rate will not be varied if such
       variation would result in a reduction, qualification or withdrawal by a
       Rating Agency of its then current credit rating of a Security.

       "Receiver" means a person appointed under or by virtue of the Security
       Trust Deed as a receiver or receiver and manager.

       "Series Supplement" means the Series Supplement dated on or about the
       date of this Agreement between the Liquidity Facility Provider (as Seller
       and Servicer), SAS and the Trustee.

       "Series Trust" means the trust known as the Series 2000-1G Medallion
       Trust established pursuant to the Master Trust Deed and the Series
       Supplement.

       "Specified Rate" means, on any day, the sum of:

                                                                              3.
<PAGE>

       (a)    BBSW for the Interest Period that includes that day (or if the day
              is not within an Interest Period, BBSW for the first Business Day
              of the month that includes that day as if that month were an
              Interest Period); and

       (b)    0.30 % per annum.

       "Termination Date" means the earliest of:

       (a)    the Scheduled Maturity Date;

       (b)    the date declared or appointed by the Liquidity Facility Provider
              or the Trustee to be the Termination Date in accordance with this
              Agreement;

       (c)    the date which is one month after the date on which all Securities
              have been redeemed in full in accordance with the Series
              Supplement or the Class A-1 Note Conditions (as the case may be);
              and

       (d)    the date on which the Facility Limit is reduced to zero in
              accordance with this Agreement.

1.2    Series Supplement and Master Trust Deed Definitions

       Subject to clause 1.6, unless defined in this Agreement, words and
       phrases defined in either or both of the Master Trust Deed and the Series
       Supplement have the same meaning in this Agreement. Where there is any
       inconsistency in a definition between this Agreement (on the one hand)
       and the Master Trust Deed or the Series Supplement (on the other hand),
       this Agreement prevails. Where there is any inconsistency in a definition
       between the Master Trust Deed and the Series Supplement, the Series
       Supplement prevails over the Master Trust Deed in respect of this
       Agreement. Subject to clause  1.6, where words or phrases used but not
       defined in this Agreement are defined in the Master Trust Deed in
       relation to a Series Trust (as defined in the Master Trust Deed) and/or
       an Other Trust such words or phrases are to be construed in this
       Agreement, where necessary, as being used only in relation to the Series
       Trust (as defined in this Agreement) and/or the CBA Trust, as the context
       requires.

 1.3   Interpretation

       In this Agreement, unless the contrary intention appears:

       (a)    headings are for convenience only and do not affect the
              interpretation of this Agreement;

       (b)    a reference to this "Agreement" includes the Recitals and the
              Schedule;

       (c)    the expression "person" includes an individual, the estate of an
              individual, a body politic, a corporation and a statutory or other
              authority or association (incorporated or unincorporated);

       (d)    a reference to a person includes that person's executors,
              administrators, successors, substitutes and assigns, including any
              person taking by way of novation;

       (e)    subject to clause 1.6, a reference to any document or agreement is
              to such document or agreement as amended, novated, supplemented,
              varied or replaced from time to time;

       (f)    a reference to any legislation or to any section or provision of
              any legislation includes any statutory modification or re-
              enactment or any statutory provision substituted for that
              legislation and all ordinances, by-laws, regulations and other
              statutory instruments issued under that legislation, section or
              provision;

       (g)    words importing the singular include the plural (and vice versa)
              and words denoting a given gender include all other genders;

                                                                              4.
<PAGE>

       (h)    a reference to a clause is a reference to a clause of this
              Agreement;

       (i)    the expression "certified" means, in respect of a person,
              certified in writing by two Authorised Officers of that person and
              "certify" and like expressions will be construed accordingly;

       (j)    a reference to "wilful default" in relation to the Trustee or the
              Manager, means, subject to clause 1.3(k) any wilful failure by the
              Trustee to comply with, or wilful breach by the Trustee or the
              Manager (as the case may be) of any of its obligations under any
              Transaction Document, other than a failure or breach which:

              (i)   A.    arises as a result of a breach of a Transaction
                          Document by a person other than:
                          1)    the Trustee or the Manager (as the case may be);
                                or
                          2)    any other person referred to in clause  1.3(p);
                    B.    the performance of the action (the non-performance of
                          which gave rise to such breach) is a pre-condition to
                          the Trustee or the Manager (as the case may be)
                          performing the said obligation; or

              (ii)   is in accordance with a lawful court order or direction or
                     is required by law; or

              (iii)  is in accordance with a proper instruction or direction of
                     Investors given at a meeting convened under any Transaction
                     Document;

       (k)    a reference to the "fraud", "negligence" or "wilful default" of
              the Trustee means the fraud, negligence or wilful default of the
              Trustee and of its officers, employees, agents and any other
              person where the Trustee is liable for the acts or omissions of
              such other person under the terms of any Transaction Document.

       (l)    where any word or phrase is given a defined meaning, any other
              part of speech or other grammatical form in respect of such word
              or phrase has a corresponding meaning;

       (m)    where any day on which a payment is due to be made or a thing is
              due to be done under this Agreement is not a Business Day, that
              payment must be made or that thing must be done on the immediately
              succeeding Business Day;

       (n)    a reference to the "close of business" on any day is a reference
              to 5.00 pm on that day;

       (o)    a reference to time is to local time in Sydney; and

       (p)    subject to clause 16.2, each party will only be considered to
              have knowledge or awareness of, or notice of, a thing or grounds
              to believe anything by virtue of the officers of that party (or
              any Related Body Corporate of that party) which have day to day
              responsibility for the administration or management of that
              party's (or a Related Body Corporate of that party's) obligations
              in relation to the Series Trust or the Liquidity Facility having
              actual knowledge, actual awareness or actual notice of that thing,
              or grounds or reason to believe that thing (and similar references
              will be interpreted in this way).  In addition, notice, knowledge
              or awareness of an Event of Default, Manager Default, Servicer
              Default or Perfection of Title Event means notice, knowledge or
              awareness of the occurrence of the events or circumstances
              constituting an Event of Default, Manager Default, Servicer
              Default or Perfection of Title Event (as the case may be).

1.4    Trustee Capacity

       In this Agreement, except where provided to the contrary:

                                                                              5.
<PAGE>

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

       (b)    (References to assets of Trustee): a reference to the undertaking,
              assets, business or money of the Trustee is a reference to the
              undertaking, assets, business or money of the Trustee in the
              capacity referred to in paragraph (a).

1.5    Master Trust Deed and Series Supplement

       For the purposes of the Master Trust Deed and the Series Supplement:

       (a)    (Transaction Document): this Agreement is a Transaction Document;
              and

       (b)    (Support Facility): the Facility made available pursuant to the
              terms of this Agreement is a Support Facility.

1.6    Incorporated Definitions and other Transaction Documents and provisions

       Where in this Agreement a word or expression is defined by reference to
       its meaning in another Transaction Document or there is a reference to
       another Transaction Document or to a provision of another Transaction
       Document, any amendment to the meaning of that word or expression or to
       that other Transaction Document or provision (as the case may be) will be
       of no effect for the purposes of this Agreement unless and until the
       amendment is consented to by the parties to this Agreement.

2.     THE FACILITY

2.1    Amount

       Subject to this Agreement, the Liquidity Facility Provider agrees to make
       Advances to the Trustee up to an aggregate principal amount equal to the
       Facility Limit.

2.2    Method of Making Advances

       Advances under the Facility will be by way of either Direct Advances or
       Cash Advance Deposits.

2.3    Purpose

       The Manager will direct the Trustee to use, and the Trustee will use, the
       proceeds of each Drawing under the Facility exclusively for the Approved
       Purpose.

2.4    Termination of the Facility

       The Facility will terminate on the Termination Date.

3.     CONDITIONS PRECEDENT

3.1    Conditions Precedent to first Advance

       The Liquidity Facility Provider is not obliged to make the first Advance
       to the Trustee unless the Liquidity Facility Provider has received each
       of the following, in form and substance acceptable to the Liquidity
       Facility Provider:

       (a)    (This Agreement):  this Agreement duly executed and delivered by
              the Trustee and the Manager;

       (b)    (Power of attorney):  a copy of each power of attorney under which
              this Agreement has been or will be executed by the Trustee and the
              Manager, certified as a true copy by the Trustee and the Manager
              respectively;

       (c)    (Authorised Officers):  a list of the Authorised Officers of the
              Manager;

                                                                              6.
<PAGE>

       (d)    (Security Trust Deed):  a copy of the Security Trust Deed executed
              by the parties thereto and certified as a true copy by the
              Manager;

       (e)    (GEMICO Mortgage Insurance Policy):  an executed original
              counterpart of the GEMICO Mortgage Insurance Policy together with
              a letter from GEMICO confirming that it has accepted for insurance
              under the GEMICO Mortgage Insurance Policy the Mortgage Loans
              referred to in the certificate attached to the letter; and

       (f)    (Legal opinion): a legal opinion addressed to the Liquidity
              Facility Provider from the Trustee's solicitors in form and
              substance satisfactory to the Liquidity Facility Provider.

3.2    Conditions Precedent to all Advances

       The obligation of the Liquidity Facility Provider to make each Advance is
       subject to the further conditions precedent that:

       (a)    (Representations and Warranties true): the representations and
              warranties made or deemed to be made by the Trustee or the Manager
              in any Transaction Document are true and correct as of the date of
              the corresponding Drawdown Notice and Drawdown Date as though made
              at that date;

       (b)    (No Event of Default):  no Event of Default is subsisting at the
              date of the corresponding Drawdown Notice and Drawdown Date or
              will result from the provision or continuation of the Advance; and

       (c)    (No Notice of Security Interests):  other than in respect of
              priorities granted by statute, the Liquidity Facility Provider has
              not received notice from any person that it claims to have a
              Security Interest ranking in priority to or equal with the
              Security Interest held by the Liquidity Facility Provider under
              the Security Trust Deed.

4.     DRAWDOWN

4.1    Preparation of Drawdown Notices

       If on a Determination Date the Manager determines in accordance with the
       Series Supplement that an Income Shortfall has occurred in respect of the
       Collection Period just ended the Manager must:

       (a)    (Prepare Drawdown Notice):  prepare a Drawdown Notice in
              accordance with clause 4.3 requesting a Drawing on the next
              Distribution Date; and

       (b)    (Deliver Drawdown Notice):  deliver the Drawdown Notice to the
              Trustee no later than the close of business on the Business Day
              which is not less than 3 Business Days before the proposed
              Drawdown Date.

4.2    Service of Drawdown Notices

       If the Trustee receives a Drawdown Notice from the Manager pursuant to
       clause 4.1, it must:

       (a)    (Sign Drawdown Notice):  sign the Drawdown Notice in accordance
              with clause  4.3(b); and

       (b)    (Deliver Drawdown Notice):  deliver the signed Drawdown Notice to
              the Liquidity Facility Provider by the time specified in clause
              4.4(a).

4.3    Requirements of Drawdown Notices

       A Drawdown Notice must:

                                                                              7.
<PAGE>

       (a)    (Form): be in the form of the Schedule (or in such other form as
              from time to time agreed amongst the Liquidity Facility Provider,
              the Manager and the Trustee);

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

       (c)    (Specify Drawdown Date):  specify the proposed Drawdown Date for
              the requested Advance which must be the next Distribution Date;

       (d)    (Irrevocable):  be irrevocable;

       (e)    (Liquidity Amount):  specify the Liquidity Amount; and

       (f)    (Calculation):  provide details of the calculation of the
              Liquidity Amount.

4.4    Availability of Drawing

       The Trustee may make a Drawing on any Distribution Date during the
       Availability Period provided that:

       (a)    (Receipt of Drawdown Notice):  the Liquidity Facility Provider has
              received, not later than 11.00 am on the Business Day which is not
              less than 2 Business Days before the proposed Drawdown Date (or
              such later time as the Liquidity Facility Provider may agree), a
              duly completed Drawdown Notice; and

       (b)    (Conditions precedent):  the requirements of clause 3 have been
              satisfied or waived in writing by the Liquidity Facility Provider
              before the Drawdown Notice is given.

4.5    Payment of Drawing

       After receipt of a Drawdown Notice:

       (a)    (Deposit to Collections Account): other than during a Cash Advance
              Deposit Period, the amount of a Drawing requested in a Drawdown
              Notice will be deposited by the Liquidity Facility Provider in the
              Collections Account in immediately available funds no later than
              10.00 am on the Drawdown Date; and

       (b)    (Satisfied from Cash Advance Deposit):  during a Cash Advance
              Deposit Period, the amount of a Drawing requested in a Drawdown
              Notice will be satisfied from the Cash Advance Deposit in
              accordance with clause 7.

5.     INTEREST

5.1    Interest Period

       (a)    (Duration):  The duration of the Facility is divided into
              successive Interest Periods.

       (b)    (First Interest Period):  The first Interest Period commences on
              (and includes) the first Drawdown Date and ends on (but excludes)
              the next Distribution Date.

       (c)    (Succeeding Interest Periods):  Each succeeding Interest Period
              commences on (and includes) a Distribution Date and ends on (but
              excludes) the next following Distribution Date.

       (d)    (Last Interest Period):  The last Interest Period ends on (but
              excludes) the first Distribution Date that:

              (i)    follows the Termination Date; and
              (ii)   upon which all moneys the payment or repayment of which
                     form part of the Obligations are paid or repaid in full to
                     the Liquidity Facility Provider.

                                                                              8.
<PAGE>

5.2    Calculation of Interest

       Interest in respect of a Drawing accrues from day to day in respect of
       each Interest Period at the Prescribed Rate for that Interest Period on
       the amount of the Drawing on that day and based on a 365 day year.

5.3    Payment of Interest

       The Trustee at the direction of the Manager will on each Distribution
       Date pay to the Liquidity Facility Provider so much of the then accrued
       interest on each Drawing as is available for this purpose in accordance
       with the Series Supplement.

5.4    Interest on Unpaid Interest

       If any payment by the Trustee on a Distribution Date pursuant to clause
       5.3 is insufficient to pay the full amount of the then accrued interest
       on a Drawing, such unpaid accrued interest will in turn accrue interest
       (as a separate and independent obligation) until paid at the Prescribed
       Rate for each succeeding Interest Period and if not paid on the
       Distribution Date at the end of each such succeeding Interest Period,
       will itself bear interest in accordance with this clause.

5.5    Interest on Overdue Sums

       If the Trustee fails to pay any amount due and payable by it under or in
       respect of this Agreement at the time and in the manner required under
       this Agreement and the Series Supplement that amount will bear interest
       in accordance with this clause. Such interest is payable on demand and
       will accrue on such amount from day to day at the Specified Rate for that
       day from the date such amount is due for payment up to the date of actual
       payment, before and (as a separate and independent obligation) after
       judgment and if not paid at the end of a 30 day period will itself bear
       interest in accordance with this clause.

6.     REPAYMENT OF DRAWINGS AND ADVANCES

6.1    Repayment of Drawings during the Availability Period

       The Trustee will on each Distribution Date repay so much of each
       outstanding Drawing as at the previous Determination Date as is available
       for this purpose in accordance with the Series Supplement.  If a
       repayment of all or part of a Drawing in accordance with the foregoing
       falls on a Distribution Date within the Cash Advance Deposit Period, such
       repayment will be made by way of allocation to the Cash Advance Deposit
       in accordance with clause 7.3(c).

6.2    Re-Drawing

       Amounts repaid pursuant to clause  6.1 may be redrawn by the Trustee in
       accordance with the terms of this Agreement.

6.3    Repayment on Termination

       Notwithstanding clause  6.1, on the Distribution Date immediately
       following the Termination Date (or if the Termination Date is on a
       Distribution Date, then on that Distribution Date), the Trustee will pay
       or repay so much of the aggregate of all Advances together with interest
       accrued thereon and all other money, the payment or repayment of which
       forms part of the Obligations, as is available for this purpose in
       accordance with the Series Supplement. If all amounts due in accordance
       with this clause 6.3 are not paid or repaid in full on the Distribution
       Date in accordance with the foregoing, on each succeeding Distribution
       Date the Trustee will pay or repay so much of such amounts as there are
       funds available for this purpose in accordance with the Series Supplement
       until such amounts are paid or repaid in full.

                                                                              9.
<PAGE>

6.4    Payments Under Security Trust Deed

       Without prejudice to clause  14, the limitation of the Trustee's
       liability to make payments in clauses  6.3, 9.2, 10 and 18.3 will not
       apply for the purposes of calculating any amounts payable out of the
       Assets of the Series Trust to the Liquidity Facility Provider pursuant to
       the Security Trust Deed.

7.     CASH ADVANCE DEPOSIT PERIOD

7.1    Cash Advance Deposit Upon Ratings Downgrade

       (a)    (Rating Downgrade):  If at any time the Liquidity Facility
              Provider ceases to have the Designated Credit Rating, the
              Liquidity Facility Provider must within 5 Business Days thereafter
              (or such longer period as the Rating Agencies may agree), in
              satisfaction of its obligation to make Advances during the Cash
              Advance Deposit Period, deposit in the Collections Account of the
              Series Trust, as an Advance under the Facility, an amount equal to
              the then un-utilised portion of the Facility Limit.

       (b)    (Subsequent Rating Downgrade following Upgrade):  If at any time
              following the application of clause  7.4 the Liquidity Facility
              Provider ceases to have the Designated Credit Rating, the
              Liquidity Facility Provider must within 5 Business Days (or such
              longer period as the Rating Agencies may agree) make a deposit in
              the Collections Account in the manner, and on the same terms as,
              provided in clause  7.1(a).

7.2    Withdrawal from the Collections Account

       The Manager may only direct the Trustee to, and the Trustee may only,
       make withdrawals from the Cash Advance Deposit in the Collection Account
       as follows:

       (a)    (For a Drawing): for the purposes of a Drawing pursuant to clause
              4.5(b) of a Liquidity Amount for the Approved Purpose and
              otherwise upon and subject to the terms of this Agreement;

       (b)    (Repay Cash Advance Deposit): to repay to the Liquidity Facility
              Provider the Cash Advance Deposit pursuant to clauses 7.4, 7.5 and
              7.6; or

       (c)    (If new Collections Account):  to be paid into a new Collections
              Account opened in accordance with the Series Supplement.

7.3    Drawings During the Cash Advance Deposit Period

       During a Cash Advance Deposit Period:

       (a)    (Drawing to be satisfied from Cash Advance Deposit):  any Drawing
              pursuant to a Drawdown Notice must be satisfied from the Cash
              Advance Deposit deposited in the Collections Account;

       (b)    (Amount applied constitutes a Drawing):  the amount applied from
              the Cash Advance Deposit in accordance with clause  7.3(a)
              constitutes a Drawing, and the provisions of this Agreement
              (including, but not limited to, clauses 5 and 6 of this Agreement)
              will apply accordingly;

       (c)    (Cash Advance Deposit to be credited):  any full or partial
              repayment of a Drawing required to be made by the Trustee in
              accordance with this Agreement will, following receipt by the
              Trustee of a written direction from the Manager, be applied in
              accordance with clause 6.1 by way of allocation by the Trustee of
              the relevant amount for credit of that part of the Collections
              Account comprising the Cash Advance Deposit; and

       (d)    (Effect of allocation):  an allocation by the Trustee in
              accordance with clause 7.3(c) will, to the extent of the amount so
              allocated, satisfy the obligation of

                                                                             10.
<PAGE>

              the Trustee under this Agreement as regards the repayment of the
              Drawing in respect of which the deposit is made, but will not
              reduce or affect the obligations of the Trustee to pay to the
              Liquidity Facility Provider the Cash Advance Deposit in accordance
              with clauses 6.3, 7.4, 7.5, 7.6 and 13.2.

7.4    Liquidity Facility Provider Upgrade

       If, at any time during a Cash Advance Deposit Period, the Liquidity
       Facility Provider obtains the Designated Credit Rating, the Manager will
       direct the Trustee to repay (and upon the receipt of such direction the
       Trustee will repay) from the Collections Account of the Series Trust the
       then Cash Advance Deposit (which has not previously been utilised in
       accordance with this Agreement) together with all accrued, but unpaid,
       interest on that amount determined in accordance with clause 7.7.

7.5    Reduction in Facility Limit During Cash Advance Deposit Period

       If immediately prior to any Distribution Date during a Cash Advance
       Deposit Period the then un-utilised portion of the Cash Advance Deposit
       plus the amount of all outstanding Drawings exceeds the then Facility
       Limit, the Manager will direct the Trustee to repay (and upon receipt of
       such direction the Trustee will repay) from the Cash Advance Deposit on
       the Distribution Date to the Liquidity Facility Provider the amount of
       the excess.

7.6    Termination of Agreement

       If the Termination Date occurs during a Cash Advance Deposit Period the
       Manager will direct the Trustee to repay (and within 2 Business Days of
       receipt of such direction the Trustee will repay) from the Collections
       Account of the Series Trust the then Cash Advance Deposit (which has not
       previously been utilised in accordance with this Agreement) together with
       all accrued, but unpaid, interest on that amount determined in accordance
       with clause 7.7 and any other amounts then due under this Agreement.

7.7    Interest on Cash Advance Deposit

       The Cash Advance Deposit will accrue interest at the rate and in
       accordance with the manner of determination of interest then applicable
       for amounts deposited to the Collections Account during the Cash Advance
       Deposit Period.  Such interest will be paid to the Liquidity Facility
       Provider, in accordance with the Series Supplement, on each Distribution
       Date during such period.

8.     PAYMENTS

8.1    Time on Due Date and Free of Set-off & Taxes

       All payments to be made under this Agreement will:

       (a)    (Due date):  be made not later than close of business on the due
              date for payment and all such payments will be made in such manner
              and to such account as the party receiving the payment directs in
              writing; and

       (b)    (Set-off):  be made without set-off or counterclaim and free and
              clear of and without deduction for or on account of present or
              future Taxes, levies, imposts, duties, charges, fees, deductions,
              withholdings, restrictions or conditions of any nature.

8.2    Certificate

       A certificate signed by an Authorised Officer of the Liquidity Facility
       Provider stating any amount or rate for the purposes of this Agreement
       will, in the absence of manifest error on its face, constitute prima
       facie evidence of the amount or rate stated therein.

                                                                             11.
<PAGE>

9.     ILLEGALITY AND INCREASED COST

9.1    Illegality

       If any change in applicable law, regulation, treaty or official directive
       or in the interpretation or administration thereof by any Governmental
       Agency charged with the administration thereof makes it, in the
       reasonable opinion of counsel to the Liquidity Facility Provider
       evidenced in writing and addressed to the Trustee, unlawful or impossible
       for the Liquidity Facility Provider to maintain or give effect to its
       obligations under this Agreement, the Liquidity Facility Provider may by
       written notice to the Trustee (with a copy to the Manager) appoint a date
       as the Termination Date which date must not be prior to 30 days (or such
       shorter period required by law) after the date of receipt by the Trustee
       of written notice from the Liquidity Facility Provider appointing the
       Termination Date.

9.2    Increased Cost

       (a)    (Change in law):  If by reason of any change in law or in its
              interpretation or administration or because of compliance with any
              request from or requirement of any fiscal, monetary or other
              Governmental Agency:

              (i)    the Liquidity Facility Provider incurs a cost as a result
                     of its having entered into or performing its obligations
                     under this Agreement or as a result of any Advance being
                     outstanding hereunder;

              (ii)   there is any increase in the cost to the Liquidity Facility
                     Provider of funding or maintaining any Advance;

              (iii)  the amount of principal, interest or other amount payable
                     to the Liquidity Facility Provider or the effective return
                     to the Liquidity Facility Provider under this Agreement is
                     reduced; or

              (iv)   the Liquidity Facility Provider becomes liable to make any
                     payment (not being a payment of Tax on its overall net
                     income) on or calculated by reference to the amount of
                     Advances made under this Agreement,

              then from time to time on notification by the Liquidity Facility
              Provider (with a copy to the Manager) the Trustee will on the
              Distribution Date following such notification and on each
              succeeding Distribution Date until the Liquidity Facility Provider
              is paid in full pay to the Liquidity Facility Provider so much of
              the amounts sufficient to indemnify the Liquidity Facility
              Provider against such cost, increased cost, reduction or liability
              that is available for this purpose in accordance with the Series
              Supplement.

       (b)    (No defence):  If the Liquidity Facility Provider has acted in
              good faith it will not be a defence to the Trustee, in the event
              of any failure by the Trustee to comply with its payment
              obligations under clause 9.2(a), that any such cost, increased
              cost, reduction or liability could have been avoided. However, the
              Liquidity Facility Provider will negotiate in good faith with the
              Trustee and the Manager with a view to finding a means by which
              such cost, increased cost, reduction or liability may be
              minimised.

       (c)    (Certificate conclusive):  The Liquidity Facility Provider's
              certificate as to the amount of, and basis for arriving at, any
              such cost, increased cost, reduction or liability is conclusive
              and binding on the Trustee in the absence of manifest error on the
              face of the certificate.

10.    FEES

       The Trustee will pay to the Liquidity Facility Provider a commitment fee
       of 0.10% per annum of the then un-utilised portion of the Facility Limit.
       The commitment fee will be calculated daily from the date the Facility
       becomes available on the basis of a 365 day year and will be paid in
       arrears on each Distribution Date in accordance with the Series
       Supplement.  The amount of the commitment fee may be varied by agreement
       between the Trustee, the Manager and the Liquidity Facility Provider
       provided that each Rating Agency is given not less than 3 Business Days
       prior notice by the Manager of any variation to the

                                                                             12.
<PAGE>

      amount of the commitment fee will not be varied if such variation would
      result in a reduction, qualification or withdrawal by a Rating Agency of
      its then current credit rating of a Security. To the extent that such
      funds are not sufficient to pay the fee in full, the fee must be paid from
      the funds available on each succeeding Distribution Date until paid in
      full.

11.   REPRESENTATIONS AND WARRANTIES

11.1  General Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants to the Liquidity Facility Provider that:

      (a)  (Execution, delivery and performance): the execution, delivery and
           performance of this Agreement and each other Transaction Document in
           relation to the Series Trust to which it is a party does not violate
           any existing law or regulation or any document or agreement to which
           it is a party or which is binding upon it or any of its assets;

      (b)  (Corporate power and authorisation): the Trustee has the power to
           enter into, and to perform its obligations, and has taken all
           corporate and other action necessary to authorise the entry into of,
           and performance of its obligations under, this Agreement and each
           other Transaction Document in relation to the Series Trust and to
           which it is a party;

      (c)  (Legally binding obligation): this Agreement and each of the other
           Transaction Documents to which it is a party constitute its valid and
           legally binding obligations subject to stamping and any necessary
           registration except as such enforceability may be limited by any
           applicable bankruptcy, insolvency, reorganisation, moratorium or
           trust or other similar laws affecting creditors' rights generally;
           and

      (d)  (No Event of Default): to the best of the Trustee's knowledge, no
           Event of Default or event which with the giving of notice, lapse of
           time or other applicable condition would become an Event of Default
           has occurred which has not been waived or remedied in accordance with
           this Agreement.

11.2  Corporate Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants in respect of itself to the Liquidity Facility Provider that:

      (a)  (Due incorporation): it is duly incorporated and has the corporate
           power to own its own property and to carry on its business as is now
           being conducted; and

      (b)  (Execution, delivery and performance): the execution, delivery and
           performance of this Agreement and each other Transaction Document in
           relation to the Series Trust to which it is a party does not violate
           its constitution.

11.3  Series Trust Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants to the Liquidity Facility Provider in relation to the Series
      Trust as follows:

      (a)  (Series Trust validly created): the Series Trust has been validly
           created and is in existence at the date of this Agreement;

      (b)  (Sole trustee): the Trustee has been validly appointed as trustee of
           the Series Trust and is presently the sole trustee of the Series
           Trust;

      (c)  (No proceedings to remove): no notice has been given to the Trustee
           and to the Trustee's knowledge no resolution has been passed or
           direction or notice has

                                                                             13.
<PAGE>

           been given, removing the Trustee as trustee of the Series Trust;

      (d)  (Trustee's power): the Trustee has power under the Master Trust Deed
           to enter into the Transaction Documents to which it is a party in its
           capacity as trustee of the Series Trust; and

      (e)  (Good title): the Trustee is the lawful owner of the Assets of the
           Series Trust and has power under the Master Trust Deed to mortgage or
           charge them in the manner provided in the Security Trust Deed.

11.4  Liquidity Facility Provider

      The Liquidity Facility Provider represents and warrants to the Trustee
      that:

      (a)  (Execution, delivery and performance): the execution, delivery and
           performance of this Agreement and each other Transaction Document in
           relation to the Series Trust to which it is a party does not violate
           any existing law or regulation or any document or agreement to which
           it is a party or which is binding upon it or any of its assets;

      (b)  (Corporate power and authorisation): the Liquidity Facility Provider
           has the power to enter into, and to perform its obligations, and has
           taken all corporate and other action necessary to authorise the entry
           into of, and performance of its obligations under, this Agreement and
           each other Transaction Document in relation to the Series Trust and
           to which it is a party; and

      (c)  (Legally binding obligation): this Agreement and each of the other
           Transaction Documents to which it is a party constitute its valid and
           legally binding obligations subject to stamping and any necessary
           registration except as such enforceability may be limited by any
           applicable bankruptcy, insolvency, reorganisation, moratorium or
           trust or other similar laws affecting creditors' rights generally.

11.5  Representations and Warranties Repeated

      Each representation and warranty contained in clauses 11.1, 11.2, 11.3
      and 11.4 will be deemed to be repeated on each Drawdown Date with
      reference to the facts and circumstances then subsisting, as if made on
      each such day.

12.   UNDERTAKINGS

12.1  General

      The Trustee undertakes to the Liquidity Facility Provider that it will :

      (a)  (Act continuously): act continuously as trustee of the Series Trust
           in accordance with the Master Trust Deed and the Series Supplement
           until the Series Trust is terminated or until it has retired or been
           removed in accordance with the Master Trust Deed;

      (b)  (Do all things necessary): 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, other arrangements entered into
           by the Trustee pursuant to this Agreement and each Transaction
           Document to which it is a party;

      (c)  (Maintain authorisations): ensure that each authorisation required
           for it to maintain its status as trustee of the Series Trust is
           obtained and promptly renewed and maintained in full force and
           effect; and

      (d)  (Not amend or resolve): not consent to amend or revoke the provisions
           of the Master Trust Deed, the Series Supplement or the Security Trust
           Deed in respect

                                                                             14.
<PAGE>

           of payments or the order of priorities of payments to be made
           thereunder without the prior written consent of the Liquidity
           Facility Provider.

12.2  Manager's Undertakings after Manager Event

      At any time after a Manager Event occurs the Manager will:

      (a) (Notify Liquidity Facility Provider): immediately notify the Liquidity
          Facility Provider as soon as it becomes actually aware of the
          occurrence of:

          (i)  any Event of Default, Servicer Default, Trustee Default,
               Perfection of Title Event or Manager Default; or

          (ii) any litigation, arbitration, criminal or administrative
               proceedings relating to any of the Trustee's property, assets or
               revenues that involves a claim against it in excess of A$1
               million or that, if decided adversely to it, could have a
               material adverse effect on its ability to perform the
               Obligations,

          and in each case advise the Liquidity Facility Provider of what steps
          it has taken and what steps it proposes to take in relation to such
          occurrences; and

      (b) (Deliver Materials):  deliver to the Liquidity Facility Provider:

          (i)    as soon as practicable and in any event not later than 120 days
                 after the close of each of the Series Trust's financial years,
                 a copy of the audited Accounts of the Series Trust;

          (ii)   as soon as practicable and in any event not later than 90 days
                 after the first half of each of the Series Trust's financial
                 years, a copy of a statement setting out the Assets and
                 Liabilities of the Series Trust for that half-year;

          (iii)  a soon as practical and in any event not later than 90 days
                 after each half year of each financial year of the Series
                 Trust, a copy of the written report prepared by the Auditor in
                 accordance with clause 21.9 of the Master Trust Deed;

          (iv)   as and when required by the Liquidity Facility Provider, a
                 certificate executed by two Authorised Officers on behalf of
                 the Manager stating to the best of the knowledge of the Manager
                 whether or not an Event of Default, Servicer Default, Trustee
                 Default, Perfection of Title Event or Manager Default has
                 occurred and if the same has occurred, setting out the details
                 of such event and the steps (if any) taken by the Manager to
                 remedy or cure the same; and

          (v)    promptly, such further information regarding the Series Trust's
                 financial condition and business operations within the
                 knowledge of the Manager as the Liquidity Facility Provider
                 from time to time reasonably requires.

12.3  Liquidity Facility Provider Undertaking

      The Liquidity Facility Provider undertakes to the Trustee that it will 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, other
      arrangements entered into by the Liquidity Facility Provider pursuant to
      this Agreement and each Transaction Document to which it is a party.

13.   EVENTS OF DEFAULT

13.1  Events of Default

      Each of the following events is an Event of Default whether or not caused
      by any reason whatsoever outside the control of the Trustee or any other
      person:

      (a) (Failure to repay or pay): the Trustee fails to repay, in accordance
          with this

                                                                             15.
<PAGE>

          Agreement, any Advance or fails to pay any interest, fees, costs,
          charges, expenses or other moneys payable under this Agreement in each
          case within 10 Business Days of the due date for payment of such
          amount;

      (b) (Breach of undertaking): the Trustee breaches its undertaking in
          clause 12.1(d); and

      (c) (Event of Default under Security Trust Deed): an Event of Default (as
          defined in the Security Trust Deed in relation to the Series Trust)
          occurs and any action is taken by the Security Trustee, pursuant to
          clause 10 of the Security Trust Deed, to appoint a Receiver in
          respect of the Assets of the Series Trust or to sell and realise the
          Assets of the Series Trust or the Security Trustee takes any action
          pursuant to clause 11 of the Security Trust Deed.

13.2  Consequences of Event of Default

      At any time after the occurrence of an Event of Default the Liquidity
      Facility Provider may, without being obliged to do so and notwithstanding
      any waiver of any previous default, by written notice to the Trustee:

      (a) (Declare Advances due): declare the Advances, accrued interest and all
          other sums which have accrued due under this Agreement (whether or not
          presently payable) to be due, whereupon they will become immediately
          due and payable; and/or

      (b) (Declare Facility terminated): declare the Facility terminated in
          which case the obligations of the Liquidity Facility Provider under
          this Agreement will immediately terminate from the date of receipt by
          the Trustee of such written notice.

14.   TERMINATION BY TRUSTEE

14.1  Trustee may declare a Termination Date

      Subject to clause 14.2, the Trustee may at the direction of the Manager,
      by not less than 5 Business Days written notice to the Liquidity Facility
      Provider and the Manager, declare a Distribution Date as the date on
      which:

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

      (b) (Termination): the Liquidity Facility will terminate.

14.2  Requirements for termination

      On or before the declaration of the Distribution Date by the Trustee in
      accordance with clause 14.1, the Trustee must obtain written confirmation
      from the Rating Agencies that the termination of the Facility and the
      appointment of the proposed substitute Liquidity Facility Provider on that
      Distribution Date will not result in a downgrade, qualification or
      withdrawal of the credit ratings then assigned by them to the Securities.

15.   TRUSTEE PROVISIONS

15.1  Limitation on Trustee's Liability

      The Trustee enters into this Agreement only in its capacity as trustee of
      the Series Trust and in no other capacity. A liability incurred by the
      Trustee acting in its capacity as trustee of the Series Trust arising
      under or in connection with this Agreement is limited to and can be
      enforced against the Trustee only to the extent to which it can be
      satisfied out of the Assets of the Series Trust out of which the Trustee
      is actually indemnified for the liability. This limitation of the
      Trustee's liability applies despite any other provision of this Agreement
      (other than clause 15.3) and extends to all liabilities and obligations of
      the Trustee in any way connected with any representation, warranty,
      conduct, omission, agreement or

                                                                             16.
<PAGE>

      transaction related to this Agreement.

15.2  Claims against Trustee

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

15.3  Breach of Trust

      The provisions of this clause 15 will not apply to any obligation or
      liability of the Trustee to the extent that it is not satisfied because
      under the Master Trust Deed, the Series Supplement, any other Transaction
      Document in relation to the Series Trust or by operation of law there is a
      reduction in the extent of the Trustee's indemnification out of the Assets
      of the Series Trust as a result of the Trustee's fraud, negligence or
      wilful default.

15.4  Acts or omissions

      It is acknowledged that the Relevant Parties are responsible under the
      Transaction Documents for performing a variety of obligations relating to
      the Series Trust. No act or omission of the Trustee (including any related
      failure to satisfy its obligations or any breach or representations or
      warranties under this Agreement) will be considered fraud, negligence or
      wilful default of the Trustee for the purpose of clause 15.3 to the
      extent to which the act or omission was caused or contributed to by any
      failure by any Relevant Party or any other person appointed by the Trustee
      under any Transaction Document (other than a person whose acts or
      omissions the Trustee is liable for in accordance with any Transaction
      Document) to fulfil its obligations in relation to the Series Trust or by
      any other act or omission of a Relevant Party or any other such person.

15.5  No obligation

      (a) (Obligations under this Agreement or any Transaction Document): The
          Trustee is not obliged to enter into any commitment or obligation
          under this Agreement or any Transaction Document unless the Trustee's
          liability is limited in a manner which is consistent with this clause
          15. The Trustee agrees and acknowledges that its liability for any
          commitment or obligation it has entered into under this Agreement is
          limited in a manner which is consistent with this clause 15.

      (b) (Obligations not contained in this Agreement or any Transaction
          Document): The Trustee is not obliged to enter into any commitment or
          obligation contemplated by but not contained in this Agreement or any
          Transaction Document unless the Trustee's liability in relation to
          that commitment or obligation is limited in a manner satisfactory to
          the Trustee in its absolute discretion.

16.   ASSIGNMENT

16.1  Assignment by Trustee

      The Trustee will not assign or otherwise transfer the benefit of this
      Agreement or any of its rights, duties or obligations under this Agreement
      except to a Substitute Trustee acceptable to the Liquidity Facility
      Provider (whose consent is not to be unreasonably withheld).

16.2  Assignment by Liquidity Facility Provider

      The Liquidity Facility Provider will not assign or otherwise transfer all
      or any part of the benefit of this Agreement or any of its rights, duties
      and obligations under this Agreement except to an assignee or transferee
      that has a Designated Credit Rating or, if the assignee

                                                                             17.
<PAGE>

      or transferee does not have a Designated Credit Rating, the assignee or
      transferee complies immediately prior to the completion of the assignment
      or transfer with clause 7.1(a). The Liquidity Facility Provider may
      disclose to a proposed assignee or transferee information in the
      possession of the Liquidity Facility Provider relating to the Trustee or
      the Manager. An assignment or transfer by the Liquidity Facility Provider
      pursuant to this clause 16.2 shall not be of any effect until the
      Liquidity Facility Provider has notified the Trustee in writing of the
      assignment or transfer, as the case may be.

17.   NOTICES

17.1  Method of Delivery

      Any notice, request, certificate, approval, demand, consent or other
      communication to be given under this Agreement:

      (a) (Execution): must be signed by 2 Authorised Officers of the party
          giving the same;

      (b) (In writing): must be in writing; and

      (c) (Delivery): must be:

          (i)   left at the address of the addressee;
          (ii)  sent by prepaid ordinary post to the address of the addressee;
                or
          (iii) sent by facsimile to the facsimile number of the addressee,

          notified by that addressee from time to time to the other parties to
          this Agreement as its address for service pursuant to this Agreement.

17.2  Deemed Receipt

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

      (a) (Delivery): where delivered in person, upon receipt;

      (b) (Post): where sent by post within Australia, on the 3rd day after
          posting and where sent by post to, from or outside Australia, on the
          7th day after posting; and

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

      However, if the time of deemed receipt of any notice is not before 5.30 pm
      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.

18.   INDEMNITY

18.1  Indemnity on Demand

      Subject to clause 15, the Trustee will on demand indemnify the Liquidity
      Facility Provider against any loss, cost or expenses which the Liquidity
      Facility Provider may sustain or incur as a consequence of:

      (a) (Overdue sums): any sum payable by the Trustee under this Agreement
          not being paid when due;

      (b) (Event of Default):  the occurrence of any Event of Default;

      (c) (Failure to provide Advance): an Advance requested in a Drawdown
          Notice not being provided for any reason including failure to fulfil
          any condition

                                                                             18.
<PAGE>

          precedent but excluding any matter within the control of the Liquidity
          Facility Provider; or

      (d) (Payment of principal): the Liquidity Facility Provider receiving
          payments of principal other than on the last day of the relevant
          Interest Period for any reason.

18.2  Losses on Liquidation or Re-employment of Deposits

      The losses, costs or expenses referred to in clause 18.1 will include the
      amount determined in good faith by the Liquidity Facility Provider as
      being any loss (other than an amount for loss of profit other than loss of
      margin) including:

      (a) (Loss of margin): loss of margin, cost or expense incurred by reason
          of the liquidation or re-employment of deposits or other funds
          acquired or contracted for by the Liquidity Facility Provider to fund
          or maintain any such Advance or amount;

      (b) (Other arrangements): losses, costs, damages, charges or expenses
          incurred by the Liquidity Facility Provider in relation to the
          variation, termination or making of any other arrangements in relation
          to any arrangement ancillary or related to this Agreement including,
          without limitation, any swap or derivative agreement entered into by
          the Liquidity Facility Provider in connection with or in order to fund
          any Advances.

18.3  Payment on Distribution Date

      Any payments to be made by the Trustee pursuant to this clause 18 will
      only be made on the Distribution Date following demand by the Liquidity
      Facility Provider and on each succeeding Distribution Date until the
      Liquidity Facility Provider is paid in full by payment of so much of the
      amount sufficient to indemnify the Liquidity Facility Provider as is
      available for this purpose in accordance with the Series Supplement.

19.   MISCELLANEOUS

19.1  Stamp Duties

      (a) (Trustee must pay): The Trustee will pay all stamp, loan transaction,
          registration and similar Taxes including fines and penalties (except
          such fines and penalties incurred through the act, neglect or omission
          of the Liquidity Facility Provider after the Liquidity Facility
          Provider has requested and been put in funds to pay such Taxes),
          financial institutions duty and debits tax which may be payable or
          required to be paid by any appropriate authority or determined to be
          payable in connection with the execution, delivery, performance or
          enforcement of this Agreement.

      (b) (Trustee must indemnify): Subject to clause 15, the Trustee will
          indemnify and keep indemnified the Liquidity Facility Provider against
          any loss or liability incurred or suffered by it as a result of the
          delay or failure by the Trustee to pay such Taxes.

19.2  Waiver

      A failure to exercise or enforce or a delay in exercising or enforcing or
      the partial exercise or enforcement of any right, remedy, power or
      privilege under this Agreement by the Liquidity Facility Provider will not
      in any way preclude or operate as a waiver of any further exercise or
      enforcement of such right, remedy, power or privilege or the exercise or
      enforcement of any other right, remedy, power or privilege under this
      Agreement or provided by law.

19.3  Written Waiver, Consent and Approval

      Any waiver, consent or approval given by the Liquidity Facility Provider
      under this Agreement will only be effective and will only bind the
      Liquidity Facility Provider if it is

                                                                             19.
<PAGE>

       given in writing, or given verbally and subsequently confirmed in
       writing, and executed by the Liquidity Facility Provider or on its behalf
       by two Authorised Officers of the Liquidity Facility Provider.

19.4   Severability

       Any provision of this Agreement which is illegal, void or unenforceable
       in any jurisdiction is ineffective in such jurisdiction to the extent
       only of such illegality, voidness or unenforceability without
       invalidating the remaining provisions of this Agreement or affecting the
       validity or enforceability of the provision in any other jurisdiction.

19.5   Survival of Indemnities

       The indemnities contained in this Agreement are continuing obligations of
       the Trustee, separate and independent from the other obligations of the
       Trustee and will survive the termination of this Agreement.

19.6   Successors and Assigns

       This Agreement is binding upon and inures to the benefit of the parties
       to this Agreement and their respective successors and permitted assigns.

19.7   Moratorium Legislation

       To the fullest extent permitted by law, the provisions of all statutes
       whether existing now or in the future operating directly or indirectly:

       (a)  (To affect obligations): to lessen or otherwise to vary or affect in
            favour of the Trustee any obligation under this Agreement; or

       (b)  (To affect rights): to delay or otherwise prevent or prejudicially
            affect the exercise of any rights or remedies conferred on the
            Liquidity Facility Provider under this Agreement,

       are hereby expressly waived, negatived and excluded.

19.8   Amendments

       No amendment to this Agreement will be effective unless in writing and
       executed by each of the parties to this Agreement. The Manager must give
       each Rating Agency not less than 10 Business Days' prior notice of any
       amendment to this Agreement.

19.9   Governing Law

       This Agreement is governed by and construed in accordance with the laws
       of the State of New South Wales.

19.10  Jurisdiction

       Each of the parties irrevocably and unconditionally:

       (a)  (Submission to jurisdiction): submits to the non-exclusive
            jurisdiction of the courts of the State of New South Wales;

       (b)  (Waiver of inconvenient forum): waives any objection it may now or
            in the future have to the bringing of proceedings in those courts
            and any claim that any proceedings have been brought in an
            inconvenient forum; and

       (c)  (Service of notice): agrees, without preventing any other mode of
            service permitted by law, that any document required to be served in
            any proceedings may be served in the manner in which notices and
            other written communications may be given under clause 17.

                                                                             20.
<PAGE>

 19.11 Counterparts

       This Agreement may be executed in a number of counterparts and all such
       counterparts taken together will constitute one and the same instrument.

                                                                             21.
<PAGE>

                                   SCHEDULE

                            FORM OF DRAWDOWN NOTICE

To:            Commonwealth Bank of Australia, ACN 123 123 124
               [Address]

Attention:     Head of Securitisation

From:          Perpetual Trustee Company Limited, ACN 000 001 007

[Date]

In our capacity as trustee of the Series Trust, we hereby irrevocably request a
Drawing on the Drawdown Date specified below for an amount equal to the
Liquidity Amount specified below in accordance with clause 4 of the Liquidity
Facility Agreement dated [ ] between ourselves, Commonwealth Bank of Australia
and Securitisation Advisory Services Pty. Limited as amended, novated or
supplemented from time to time (the "Liquidity Facility Agreement"):

(a)     Drawdown Date                                 [               ]

(b)     Liquidity Amount                              A$[             ]

(c)     Calculation of Liquidity Amount            [                ]

Words used and not otherwise defined herein have the same meaning as in the
Liquidity Facility Agreement.


SIGNED on behalf of PERPETUAL
TRUSTEE COMPANY LIMITED as
trustee of the Series 2000-1G Medallion Trust by:



 ....................................................
(Authorised Officer)


 ....................................................
(Name)


 ....................................................
(Title)


                                                                             22.
<PAGE>

EXECUTED as an Agreement.



SIGNED for and on behalf of                  )
COMMONWEALTH BANK OF                         )   ...............................
AUSTRALIA, ACN 123 123 124 by its            )   (Signature of Attorney)
Attorney under a Power of Attorney dated     )
                                             )
in the presence of:                          )   ...............................
                                                 (Name of Attorney in Full)


 ...........................................
(Signature of Witness)


 ...........................................
(Name of Witness in Full)



SIGNED for and on behalf of                  )
PERPETUAL TRUSTEE COMPANY                    )   ...............................
LIMITED, ACN 000 001 007, by its             )   (Signature of Attorney)
Attorney under a Power of Attorney dated     )
and who declares that he or she has not      )
received any notice of the revocation of     )
such Power of Attorney in the presence of:       ...............................
                                                 (Name of Attorney in Full)


 ...........................................
(Signature of Witness)



 ...........................................
(Name of Witness in Full)




SIGNED for and on behalf of                  )
SECURITISATION ADVISORY                      )   ...............................
SERVICES PTY. LIMITED, ACN 064 133           )   (Signature of Attorney)
946, by its Attorney under a Power of        )
Attorney dated                               )
and who declares that he or she has not      )   ...............................
received any notice of the revocation of     )   (Name of Attorney in Full)
such Power of Attorney in the presence of:   )
                                             )


 ...........................................
(Signature of Witness)



 ...........................................
(Name of Witness in Full)

                                                                             23.