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                                                                    Exhibit 10.2

                                                        [LOGO OF CLAYTON UTZ]
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Commonwealth Bank of Australia
ABN 48 123 123 124
Liquidity Facility Provider

Perpetual Trustee Company Limited
ABN 42 000 001 007
Trustee

Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
Manager

Series [       ] Medallion Trust
Liquidity Facility Agreement




                              [LOGO OF CLAYTON UTZ]
                                     Lawyers
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                Our ref - 174/784/1697903 Contact - Ben Sandstad

            Sydney . Melbourne . Brisbane . Perth . Canberra . Darwin

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

<PAGE>

<TABLE>
Table of Contents
<S>                                                                          <C>

1.    Definitions and interpretation ......................................    1

      1.1   Definitions ...................................................    1
      1.2   Series Supplement and Master Trust Deed Definitions ...........    4
      1.3   Interpretation ................................................    4
      1.4   Trustee Capacity ..............................................    6
      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 .......................................................    7
      2.4   Termination of the Facility ...................................    7

3.    Conditions precedent ................................................    7

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

4.    Drawdown ............................................................    8

      4.1   Preparation of Drawdown Notices ...............................    8
      4.2   Service of Drawdown Notices ...................................    8
      4.3   Requirements of Drawdown Notices ..............................    8
      4.4   Availability of Drawing .......................................    8
      4.5   Payment of Drawing ............................................    9

5.    Interest ............................................................    9

      5.1   Interest Period ...............................................    9
      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 ......................................   10

6.    Repayment of Drawings and Advances ..................................   10

      6.1   Repayment of Drawings during the Availability Period ..........   10
      6.2   Re-Drawing ....................................................   10
      6.3   Repayment on Termination ......................................   10
      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 .......................   11
      7.3   Drawings During the Cash Advance Deposit Period ...............   11
      7.4   Liquidity Facility Provider Upgrade ...........................   11
      7.5   Reduction in Facility Limit During Cash Advance Deposit
            Period ........................................................   12
      7.6   Termination of Agreement ......................................   12
      7.7   Interest on Cash Advance Deposit ..............................   12

8.    Payments ............................................................   12

      8.1   Time on Due Date and Free of Set-off & Taxes ..................   12
      8.2   Certificate ...................................................   12

9.    Illegality and increased cost .......................................   12

      9.1   Illegality ....................................................   12
      9.2   Increased Cost ................................................   13
</TABLE>

                                                                              i.

<PAGE>

<TABLE>
<S>                                                                          <C>
10.   Fees ...............................................................    13

11.   Representations and warranties .....................................    14

      11.1  General Representations and Warranties .......................    14
      11.2  Corporate Representations and Warranties .....................    14
      11.3  Series Trust Representations and Warranties ..................    14
      11.4  Liquidity Facility Provider ..................................    15
      11.5  Representations and Warranties Repeated ......................    15

12.   Undertakings .......................................................    15

      12.1  General ......................................................    15
      12.2  Manager's Undertakings after Manager Event ...................    16
      12.3  Liquidity Facility Provider Undertaking ......................    16

13.   Events of Default ..................................................    17

      13.1  Events of Default ............................................    17
      13.2  Consequences of Event of Default .............................    17

14.   Termination by Trustee .............................................    17

      14.1  Trustee may declare a Termination Date .......................    17
      14.2  Requirements for termination .................................    17

15.   Trustee provisions .................................................    18

      15.1  Limitation on Trustee's Liability ............................    18
      15.2  Claims against Trustee .......................................    18
      15.3  Breach of Trust ..............................................    18
      15.4  Acts or omissions ............................................    18
      15.5  No obligation ................................................    18

16.   Assignment .........................................................    18

      16.1  Assignment by Trustee ........................................    18
      16.2  Assignment by Liquidity Facility Provider ....................    19

17.   Notices ............................................................    19

      17.1  Method of Delivery ...........................................    19
      17.2  Deemed Receipt ...............................................    19

18.   Indemnity ..........................................................    20

      18.1  Indemnity on Demand ..........................................    20
      18.2  Losses on Liquidation or Re-employment of Deposits ...........    20
      18.3  Payment on Monthly Distribution Date .........................    20

19.   Miscellaneous ......................................................    20

      19.1  Stamp Duties .................................................    20
      19.2  Waiver .......................................................    21
      19.3  Written Waiver, Consent and Approval .........................    21
      19.4  Severability .................................................    21
      19.5  Survival of Indemnities ......................................    21
      19.6  Successors and Assigns .......................................    21
      19.7  Moratorium Legislation .......................................    21
      19.8  Amendments ...................................................    21
      19.9  Governing Law ................................................    22
      19.10 Jurisdiction .................................................    22
      19.11 Counterparts .................................................    22

Schedule .................................................................    23
</TABLE>

                                                                             ii.

<PAGE>

Liquidity Facility Agreement made at  Sydney on [     ]

Parties        Commonwealth Bank of Australia, ABN 48 123 123 124, a company
               incorporated in the Australian Capital Territory and having an
               office at Level 8, 48 Martin Place, Sydney, NSW 2000 Australia
               ("Liquidity Facility Provider")

               Perpetual Trustee Company Limited, ABN 42 000 001 007, a company
               incorporated in the State of New South Wales and having an office
               at Level 3, 39 Hunter Street, Sydney NSW 2000 Australia in its
               capacity as trustee of the Series [     ] Medallion Trust
               ("Trustee")

               Securitisation Advisory Services Pty. Limited, ABN 88 064 133
               946, a company incorporated in the State of New South Wales and
               having an office at Level 8, 48 Martin Place, Sydney NSW 2000
               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

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1.      Definitions and 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 one month. 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.


                                                                               1

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            "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 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 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 Monthly 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$[ ] 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.

                                                                               2

<PAGE>

            "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.

            "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)  [ ]% 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


                                                                               3

<PAGE>

     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 a Seller and
     the Servicer), State Bank of New South Wales Limited, ABN 32 003 963 228,
     SAS and the Trustee.

     "Series Trust" means the trust known as the Series [      ] Medallion Trust
     established pursuant to the Master Trust Deed and the Series Supplement.

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

     (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)   [ ]% 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,

                                                                               4

<PAGE>

            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;

      (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(k);

                     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;

                                                                               5

<PAGE>

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

       (p)      subject to clause 17.2, 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:

       (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.


                                                                               6

<PAGE>

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;

          (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)  (PMI Mortgage Insurance Policy): an executed original counterpart
               of the PMI Mortgage Insurance Policy together with a letter from
               PMI confirming that it has accepted for insurance under the PMI
               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.

                                                                               7

<PAGE>

--------------------------------------------------------------------------------
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
              Monthly 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:

         (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 Monthly 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 Monthly 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.

                                                                               8

<PAGE>

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 Monthly Distribution Date.

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

         (d)  (Last Interest Period): The last Interest Period ends on (but
              excludes) the first Monthly 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.

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 Monthly
         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 Monthly 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 Monthly Distribution Date at the end of each such
         succeeding Interest Period, will itself bear interest in accordance
         with this clause.

                                                                               9

<PAGE>

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.

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6.       Repayment of Drawings and Advances

6.1      Repayment of Drawings during the Availability Period

         The Trustee will on each Monthly 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 Monthly 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 Monthly Distribution Date
         immediately following the Termination Date (or if the Termination Date
         is on a Monthly Distribution Date, then on that Monthly 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 Monthly Distribution Date in accordance with the
         foregoing, on each succeeding Monthly 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.

6.4      Payments Under Security Trust Deed

         Without prejudice to clause 15, the limitation of the Trustee's
         liability to make payments under 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.

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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.

                                                                              10

<PAGE>

         (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 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.

                                                                              11

<PAGE>

     7.5  Reduction in Facility Limit During Cash Advance Deposit Period

          If immediately prior to any Monthly 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 Monthly 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 Monthly Distribution Date during such period.

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     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.

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     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

                                                                             12






<PAGE>

          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
               Monthly Distribution Date following such notification and on each
               succeeding Monthly 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.

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          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 Monthly
               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
               amount of the commitment fee and the 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 Monthly
               Distribution Date until paid in full.

                                                                             13

<PAGE>

--------------------------------------------------------------------------------

     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 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

                                                                             14

<PAGE>

               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 mend or revoke the
               provisions of the

                                                                             15

<PAGE>


               Master Trust Deed, the Series Supplement or the Security Trust
               Deed in respect 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,
                     Potential Termination Event, 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, Potential Termination Event,
                     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.

                                                                             16

<PAGE>

--------------------------------------------------------------------------------
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 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.

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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 Monthly 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 a Monthly 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 Monthly Distribution Date will not result in a
       downgrade, qualification or withdrawal of the credit ratings then
       assigned by them to the Securities.

                                                                              17

<PAGE>

--------------------------------------------------------------------------------
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 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

       The Trustee is not obliged to enter into any commitment or obligation
       under this Agreement or any Transaction Document (including incur any
       further liability) unless the Trustee's liability is limited in a manner
       which is consistent with this clause 15 or otherwise in a manner
       satisfactory to the Trustee in its absolute discretion.

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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


                                                                              18

<PAGE>

       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 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.

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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.


                                                                              19

<PAGE>

--------------------------------------------------------------------------------
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 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 Monthly Distribution Date

       Any payments to be made by the Trustee pursuant to this clause 18 will
       only be made on the Monthly Distribution Date following demand by the
       Liquidity Facility Provider and on each succeeding Monthly 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

                                                                              20

<PAGE>

              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 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.

                                                                              21

<PAGE>

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.

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.

                                                                              22

<PAGE>

Schedule

FORM OF DRAWDOWN NOTICE

To:             Commonwealth Bank of Australia, ABN 48 123 123 124
                [Address]

Attention:      Head of Securitisation

From:           Perpetual Trustee Company Limited, ABN 42 000 001 007

[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 [        ] Medallion Trust by:

___________________________________
(Authorised Officer)

___________________________________
(Name)

___________________________________
(Title)

                                                                              23



<PAGE>

Executed as an agreement.



Signed for and on behalf of Commonwealth
Bank of Australia, ABN 48 123 123 124, by

<TABLE>
<S>                                                             <C>
its Attorney under a Power of Attorney dated                    ________________________________________________
and who declares that he or she has not
received any notice of the revocation of such                   Signature of Attorney
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 Perpetual Trustee
Company Limited, ABN 42 000 001 007, 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 such                   Signature of Attorney
Power of Attorney in the presence of:
                                                                ________________________________________________



____________________________________________________            Name of Attorney in full

Signature of Witness



____________________________________________________

Name of Witness in full
</TABLE>

                                                                              24

<PAGE>

Signed for and on behalf of Securitisation
Advisory Services Pty. Limited, ABN 88 064
133 946, by

<TABLE>
<S>                                                             <C>
its 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                   Signature of Attorney
Attorney in the presence of:
                                                                ________________________________________________


_______________________________________________________         Name of Attorney in full

Signature of Witness



_______________________________________________________

Name of Witness in full
</TABLE>

                                                                              25