<PAGE>

                                                                    Exhibit 10.1

                                                           [LOGO OF CLAYTON UTZ]

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Commonwealth Bank of Australia
ABN 48 123 123 124
Standby Redraw 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
Standby Redraw 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 of Contents

<TABLE>
<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   Purpose .........................................................  6
      2.3   Extension of Scheduled Termination Date .........................  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 Facility ........................................  8
      4.5   Making of Advances ..............................................  9
      4.6   Book Entry Set-off of Advances against Seller Advances ..........  9

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

      5.1   Interest Period .................................................  9
      5.2   Calculation of Interest..........................................  9
      5.3   Payment of Interest ............................................. 10
      5.4   Interest on Unpaid Interest ..................................... 10
      5.5   Interest on Overdue Sums ........................................ 10

6     Repayment of Standby Redraw Facility Principal......................... 10

      6.1   Repayment of Standby Redraw Facility Principal during the
            Availability Period.............................................. 10
      6.2   Re-Drawing ...................................................... 10
      6.3   Repayment on Termination ........................................ 10
      6.4   Payments Under Security Trust Deed .............................. 10
      6.5   Principal Charge-offs ........................................... 11
      6.6   Principal Charge-off Reimbursement .............................. 11

7.    Payments .............................................................. 11

      7.1   Time on Due Date and Free of Set-off & Taxes .................... 11
      7.2   Certificate...................................................... 11

8.    Illegality and increased cost ......................................... 11

      8.1   Illegality ...................................................... 11
      8.2   Increased Cost .................................................. 12
</TABLE>

                                                                               i

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<TABLE>
<S>                                                                          <C>
9.    Fees ...............................................................    12

10.   Representations and warranties .....................................    13

      10.1  General Representations and Warranties .......................    13
      10.2  Corporate Representations and Warranties .....................    13
      10.3  Series Trust Representations and Warranties ..................    13
      10.4  Representations and Warranties Repeated ......................    14

11.   Undertakings .......................................................    14

      11.1  General ......................................................    14
      11.2  Manager's Undertakings after Manager Event ...................    14

12.   Events of Default ..................................................    15

      12.1  Events of Default ............................................    15
      12.2  Consequences of Event of Default .............................    16

13.   Trustee provisions .................................................    16

      13.1  Limitation on Trustee's Liability ............................    16
      13.2  Claims against Trustee .......................................    16
      13.3  Breach of Trust ..............................................    16
      13.4  Acts or omissions ............................................    16
      13.5  No obligation ................................................    17

14.   Assignment .........................................................    17

      14.1  Assignment by Trustee ........................................    17
      14.2  Assignment by Standby Redraw Facility Provider................    17

15.   Notices ............................................................    17

      15.1  Method of Delivery ...........................................    17
      15.2  Deemed Receipt ...............................................    17

16.   Indemnity ..........................................................    18

      16.1  Indemnity on Demand ..........................................    18
      16.2  Losses on Liquidation or Re-employment of Deposits............    18
      16.3  Payment on Monthly Distribution Date .........................    18

17.   Miscellaneous ......................................................    19

      17.1  Stamp Duties .................................................    19
      17.2  Waiver .......................................................    19
      17.3  Written Waiver, Consent and Approval .........................    19
      17.4  Severability .................................................    19
      17.5  Survival of Indemnities.......................................    19
      17.6  Successors and Assigns .......................................    19
      17.7  Moratorium Legislation .......................................    20
      17.8  Amendments ...................................................    20
      17.9  Governing Law ................................................    20
      17.10 Jurisdiction .................................................    20
      17.11 Counterparts .................................................    20

Schedule Drawdown Notice .................................................    21
</TABLE>

                                                                              ii

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This Standby Redraw 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, Australia (the
               "Standby Redraw 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, Australia, in its capacity
               as trustee of the Series Trust (the "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, 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 Standby Redraw Facility Provider to provide
     the Trustee with the Facility in connection with the Approved Purpose.

C.   The Standby Redraw 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
     Standby Redraw Facility Provider in accordance with this Agreement.

     "Approved Purpose" means the use of an Advance to meet a Redraw Shortfall
     in accordance with the Series Supplement.

     "Authorised Officer" in relation to the Standby Redraw Facility Provider
     means any person from time to time appointed by the Standby Redraw 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 a 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 Standby Redraw Facility Provider having regard to
     comparable indices then available.

                                                                               1

<PAGE>

     "Drawdown Date" means, in relation to an Advance or proposed Advance, the
     Monthly Distribution Date immediately following the delivery of the
     corresponding Drawdown Notice to the Standby Redraw Facility Provider in
     accordance with this Agreement.

     "Drawdown Margin" means [ ]% per annum.

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

     "Drawing" means, subject to clause 4.6, an Advance by way of deposit by the
     Standby Redraw Facility Provider in the Collections Account in accordance
     with clause 4.5.

     "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
     12.1 as an Event of Default.

     "Facility" means the standby redraw facility granted to the Trustee by the
     Standby Redraw Facility Provider on the terms and conditions of this
     Agreement.

     "Facility Limit" means at any given time the lesser of:

     (a)       A$[ ] million; and

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

     or such greater or lesser amount from time to time agreed in writing by the
     Standby Redraw Facility Provider, the Manager and the Rating Agencies and
     notified to the Trustee in writing.

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

     "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 Standby Redraw 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 Standby
     Redraw Facility Provider under this Agreement and, without limiting the
     generality of the foregoing, includes any liabilities which:

     (a)       are liquidated;

                                                                               2

<PAGE>

     (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)       the Drawdown Margin,

     or such rate as is otherwise agreed by the Trustee, the Manager and the
     Standby Redraw 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 in any 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.

     "Redraw Amount" in relation to a Determination Date means the lesser of:

     (a)       the then un-utilised portion of the Facility Limit; and

     (b)       the Redraw Shortfall on that Determination Date.

     "Redraw Shortfall" in relation to a Determination Date means the amount (if
     any) by which the Principal Collections, Principal Charge-off
     Reimbursements and Other Principal Amounts for the Collection Period just
     ended are insufficient to meet in full the repayment of Seller Advances
     made during or prior to that Collection Period which have not previously
     been repaid.

     "Scheduled Termination Date" means the date which is 364 days after the
     date of this Agreement or such later date specified by the Standby Redraw
     Facility Provider pursuant to clause 2.3.

     "Series Supplement" means the Series Supplement dated on or about the date
     of this Agreement between the Standby Redraw 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.

                                                                               3

<PAGE>

     "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);

     (b)       the Drawdown Margin; and

     (c)       [ ]% per annum.

     "Standby Redraw Facility Principal" means at any given time, the aggregate
     of all the then Advances less:

     (a)       any then repayments of Standby Redraw Facility Principal pursuant
               to this Agreement; and

     (b)       any amounts previously allocated pursuant to clause 9.1 of the
               Series Supplement to reduce the then Standby Redraw Facility
               Principal and not then reinstated pursuant to clause 9.2 of the
               Series Supplement.

     "Termination Date" means the earlier of:

     (a)       the Scheduled Termination Date; and

     (b)       the date on which the Standby Redraw Facility Provider declares
               or appoints the Facility terminated 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;

                                                                               4


<PAGE>

        (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);
                                  and

                    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

                                                                               5

<PAGE>

        (p)   subject to clause 15.2, 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) having 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 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, Trustee 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, Trustee 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 the 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.

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2.      The Facility

2.1     Amount

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

2.2     Purpose

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

                                                                               6

<PAGE>

2.3     Extension of Scheduled Termination Date

        (a)   (Manager to request extension): Not less than 60 days before the
              then Scheduled Termination Date, the Manager may deliver a notice
              in writing to the Standby Redraw Facility Provider (with a copy to
              the Trustee) requesting the Standby Redraw Facility Provider to
              extend the Scheduled Termination Date.

        (b)   (Standby Redraw Facility Provider may extend): Following receipt
              by the Standby Redraw Facility Provider of the notice referred to
              in paragraph (a), the Standby Redraw Facility Provider may, in its
              absolute discretion, send the Trustee a notice in writing (copied
              to the Manager) extending the then Scheduled Termination Date to
              the new Scheduled Termination Date specified in the notice (which
              must not be more than 364 days after the date of the notice).

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 Standby Redraw Facility Provider is not obliged to make the first
        Advance to the Trustee unless the Standby Redraw Facility Provider has
        received each of the following, in form and substance acceptable to the
        Standby Redraw 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 certificate setting out in full the name
              and specimen signature of each Authorised Officer 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 Standby Redraw
              Facility Provider from the Trustee's solicitors in form and
              substance satisfactory to the Standby Redraw Facility Provider.

3.2     Conditions Precedent to all Advances

        The obligation of the Standby Redraw 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 in any
              Transaction Document are true and correct as of the date of the
              corresponding Drawdown Notice and the relevant Drawdown Date as
              though made at that date;

                                                                               7

<PAGE>

        (b)   (No Event of Default): no Event of Default is subsisting at the
              date of the relevant Drawdown Notice and the relevant 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 Standby Redraw Facility
              Provider has not received notice from any person that it claims to
              have a Security Interest ranking in priority to or equal with the
              Security Interest held by the Standby Redraw Facility Provider
              under the Security Trust Deed.

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4.      Drawdown

4.1     Preparation of Drawdown Notices

        If on a Determination Date the Manager determines in accordance with the
        Series Supplement that a Redraw 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 an Advance 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 Standby Redraw 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 Standby Redraw 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)   (Redraw Amount): specify the Redraw Amount; and

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

4.4     Availability of Facility

        The Trustee may make a Drawing on any Monthly Distribution Date during
        the Availability

                                                                               8

<PAGE>

     Period provided that:

     (a)       (Receipt of Drawdown Notice): the Standby Redraw 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 Standby Redraw 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 Standby Redraw Facility
               Provider before the Drawdown Notice is given.

4.5  Making of Advances

     After receipt of a Drawdown Notice the amount of the Advance requested in a
     Drawdown Notice will, subject to clause 4.6 but otherwise without set-off
     or deduction on any other account, be deposited by the Standby Redraw
     Facility Provider in the Collections Account in immediately available funds
     no later than 10.00 am on the Drawdown Date.

4.6  Book Entry Set-off of Advances against Seller Advances

     The Standby Redraw Facility Provider may make an Advance on a Drawdown Date
     by way of a book entry in its records provided that it also makes a book
     entry in its records reducing the amount of the outstanding Seller Advances
     to be repaid by such Advance on that Drawdown Date by the amount of such
     Advance.

--------------------------------------------------------------------------------
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 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 Standby Redraw Facility Provider.

5.2  Calculation of Interest

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

                                                                               9

<PAGE>

5.3  Payment of Interest

     The Trustee at the direction of the Manager will on each Monthly
     Distribution Date pay to the Standby Redraw Facility Provider so much of
     the then accrued interest on the Standby Redraw Facility Principal 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 the Standby Redraw Facility Principal, 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.

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 Standby Redraw Facility Principal

6.1  Repayment of Standby Redraw Facility Principal during the Availability
     Period

     The Trustee will on each Monthly Distribution Date repay so much of the
     Standby Redraw Facility Principal on the previous Determination Date as is
     available for this purpose in accordance with the Series Supplement.

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, the Trustee will pay or repay so much of
     the aggregate of all Standby Redraw Facility Principal 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 immediately following the Termination Date, on each
     succeeding Monthly Distribution Date the Trustee will pay or repay so much
     of such amounts as is 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 13, the limitation of the Trustee's liability
     to make payments in clauses 6.3, 8.2, 9 and 16.3 will not apply for the
     purposes of calculating any amounts payable out of the Assets of the Series
     Trust to the Standby Redraw Facility Provider pursuant to the

                                                                              10

<PAGE>

     Security Trust Deed.

6.5  Principal Charge-offs

     A Principal Charge-off in relation to the Standby Redraw Facility Principal
     pursuant to clause 9.1 of the Series Supplement reduces the amount of the
     Standby Redraw Facility Principal immediately prior to such Principal
     Charge-off by the amount of the Principal Charge-off with effect from the
     Monthly Distribution Date following the Determination Date upon which the
     Principal Charge-off was determined.

6.6  Principal Charge-off Reimbursement

     A Principal Charge-off Reimbursement in relation to the Standby Redraw
     Facility Principal pursuant to clause 9.2 of the Series Supplement
     increases the amount of the Standby Redraw Facility Principal immediately
     prior to such Principal Charge-off Reimbursement with effect from the
     Monthly Distribution Date following the Determination Date upon which the
     Principal Charge-off Reimbursement was determined.

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7.   Payments

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

     All payments to be made by the Trustee 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 the manner
               and to such account as the Standby Redraw Facility Provider
               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.

7.2  Certificate

     A certificate signed by an Authorised Officer of the Standby Redraw
     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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8.   Illegality and increased cost

8.1  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 Standby Redraw Facility Provider evidenced in
     writing and addressed to the Trustee, unlawful or impossible for the
     Standby Redraw Facility Provider to maintain or give effect to its
     obligations under this Agreement, the Standby Redraw 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 Standby Redraw Facility Provider
     appointing the Termination Date.

                                                                              11

<PAGE>

8.2  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 Standby Redraw 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 Standby Redraw
                       Facility Provider of funding or maintaining any Advance;

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

               (iv)    the Standby Redraw 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 Standby Redraw
               Facility Provider (copied to the Manager) the Trustee will on the
               Monthly Distribution Date following such notification and on each
               succeeding Monthly Distribution Date until the Standby Redraw
               Facility Provider is paid in full pay to the Standby Redraw
               Facility Provider so much of the amounts sufficient to indemnify
               the Standby Redraw 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 Standby Redraw 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 8.2(a), that any such cost, increased
               cost, reduction or liability could have been avoided. However,
               the Standby Redraw 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 Standby Redraw 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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9.   Fees

     The Trustee will pay to the Standby Redraw Facility Provider a commitment
     fee of 0.075% 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
     quarterly 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 Standby Redraw 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 in
     any then current credit rating of a Security.

                                                                              12

<PAGE>

--------------------------------------------------------------------------------
10.   Representations and warranties

10.1  General Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants to the Standby Redraw 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.

10.2  Corporate Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants in respect of itself to the Standby Redraw 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;

      (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.

10.3  Series Trust Representations and Warranties

      The Trustee in its capacity as trustee of the Series Trust represents and
      warrants to the Standby Redraw 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;

                                                                              13

<PAGE>

      (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.

10.4  Representations and Warranties Repeated

      Each representation and warranty contained in clauses 10.1, 10.2 and 10.3
      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.

--------------------------------------------------------------------------------
11.   Undertakings

11.1  General

      The Trustee undertakes to the Standby Redraw 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 provisions of
          the 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 Standby
          Redraw Facility Provider.

11.2  Manager's Undertakings after Manager Event

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

      (a) (Notify Standby Redraw Facility Provider): immediately notify the
          Standby Redraw 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,

                                                                              14

<PAGE>

          and in each case advise the Standby Redraw 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 Standby Redraw 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)  as soon as practical and in any event not later than 90 days
                 after each half 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 Standby Redraw 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 Standby Redraw Facility
                 Provider from time to time reasonably requires.

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

12.   Events of Default

12.1  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 pay any amount in
          accordance with this Agreement within 10 Business Days of the due date
          for payment of such amount;

      (b) (Other Breach): the Trustee breaches its undertaking in clause
          11.1(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.

                                                                              15

<PAGE>

12.2  Consequences of Event of Default

      At any time after the occurrence of an Event of Default the Standby Redraw
      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 Standby Redraw Facility Provider
          under this Agreement will immediately terminate from the date of
          receipt by the Trustee of such written notice.

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13.   Trustee provisions

13.1  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 13.3) 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.

13.2  Claims against Trustee

      The parties other than the Trustee may not sue the Trustee in respect of
      any 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).

13.3  Breach of Trust

      The provisions of this clause 13 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.

13.4  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 13.3 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

                                                                              16

<PAGE>

          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.

13.5      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 13 or otherwise in a
          manner satisfactory to the Trustee in its absolute discretion.

--------------------------------------------------------------------------------
14.       Assignment

14.1      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 Standby
          Redraw Facility Provider (whose consent is not to be unreasonably
          withheld).

14.2      Assignment by Standby Redraw Facility Provider

          The Standby Redraw Facility Provider may at any time 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 to
          another Bank or financial institution. The Standby Redraw Facility
          Provider may disclose to a proposed assignee or transferee information
          in the possession of the Standby Redraw Facility Provider relating to
          the Trustee and the Manager. An assignment or transfer by the Standby
          Redraw Facility Provider pursuant to this clause 14.2 shall not be of
          any effect until the Standby Redraw Facility Provider has notified the
          Trustee in writing of the assignment or transfer, as the case may be.

--------------------------------------------------------------------------------
15.       Notices

15.1      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.

15.2      Deemed Receipt

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

                                                                              17

<PAGE>

          (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.

--------------------------------------------------------------------------------
16.       Indemnity

16.1      Indemnity on Demand

          Subject to clause 13, the Trustee will on demand indemnify the Standby
          Redraw Facility Provider against any loss, cost or expenses which the
          Standby Redraw 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 Standby Redraw Facility Provider; or

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

16.2      Losses on Liquidation or Re-employment of Deposits

          The losses, costs or expenses referred to in clause 16.1 will include
          the amount determined in good faith by the Standby Redraw Facility
          Provider as being any loss (other than an amount for loss of profit
          other than loss of margin) including:

          (a)  (Liquidation and re-employment): 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 Standby
               Redraw Facility Provider to fund or maintain any such Advance or
               amount; and

          (b)  (Other arrangements): losses, costs, damages, charges or expenses
               incurred by the Standby Redraw 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 Standby Redraw Facility Provider in
               connection with or in order to fund any Advances.

16.3      Payment on Monthly Distribution Date

          Any payments to be made by the Trustee pursuant to this clause 16 will
          only be made on the Monthly Distribution Date following demand by the
          Standby Redraw Facility Provider and on each succeeding Monthly
          Distribution Date until the Standby Redraw Facility Provider is paid
          in full by payment of so much of the amount sufficient to indemnify
          the Standby Redraw

                                                                              18

<PAGE>

          Facility Provider as is available for this purpose in accordance with
          the Series Supplement.

--------------------------------------------------------------------------------
17.       Miscellaneous

17.1      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 Standby Redraw Facility Provider
               after the Standby Redraw 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 13, the Trustee will
               indemnify and keep indemnified the Standby Redraw 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.

17.2      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 Standby Redraw 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.

17.3      Written Waiver, Consent and Approval

          Any waiver, consent or approval given by the Standby Redraw Facility
          Provider under this Agreement will only be effective and will only
          bind the Standby Redraw Facility Provider if it is given in writing,
          or given verbally and subsequently confirmed in writing, and executed
          by the Standby Redraw Facility Provider or on its behalf by two
          Authorised Officers of the Standby Redraw Facility Provider.

17.4      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 provisions in any
          other jurisdiction.

17.5      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.

17.6      Successors and Assigns

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

                                                                              19

<PAGE>

17.7      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 Standby Redraw Facility Provider under this
               Agreement,

          are hereby expressly waived, negatived and excluded.

17.8      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.

17.9      Governing Law

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

17.10     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 15.

17.11     Counterparts

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

                                                                              20

<PAGE>

Schedule
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
you to make us an Advance on the Drawdown Date specified below for an amount
equal to the Redraw Amount specified below in accordance with clause 4 of the
Standby Redraw Facility Agreement dated [ ] between ourselves, Commonwealth Bank
of Australia, ABN 48 123 123 124, and Securitisation Advisory Services Pty.
Limited, ABN 88 064 133 946, as amended, novated or supplemented from time to
time (the "Standby Redraw Facility Agreement"):

     (a)       Drawdown Date                                          [      ]

     (b)       Redraw Amount                                          A$[    ]

     (c)       Details of the calculation of the Redraw Amount        [      ]

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

Signed for and on behalf of Perpetual Trustee
Company Limited, ABN 42 000 001 007, as
trustee of the Series [      ] Medallion Trust by:





__________________________________________________

(Authorised Officer)


__________________________________________________

(Name)

__________________________________________________

(Title)

                                                                              21





<PAGE>

Executed as an agreement.

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

                                                   ____________________________

its Attorney under a Power of Attorney dated
and who declares that he or she has not received      Signature of Attorney
any notice of the revocation of such Power of
Attorney, in the presence of:





____________________________________               ____________________________

Signature of Witness                                  Name of Attorney in full



____________________________________

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      Signature of Attorney
any notice of the revocation of such Power of
Attorney, in the presence of:





____________________________________               ____________________________

Signature of Witness                                  Name of Attorney in full



____________________________________

Name of Witness in full

                                                                              22

<PAGE>

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


its Attorney under a Power of Attorney dated           Signature of Attorney
and who declares that he or she has not received
any notice of the revocation of such Power of
Attorney, in the presence of:







____________________________________________          _________________________

Signature of Witness                                   Name of Attorney in full



____________________________________________

Name of Witness in full

                                                                              23