SECURITISATION ADV SERV MEDALLION TRUST SERIES 2004-1G
LIQUIDITY FACILITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>9
<FILENAME>file008.txt
<DESCRIPTION>LIQUIDITY FACILITY AGREEMENT
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CLAYTON UTZ

Medallion Trust Series 2004-1G
Liquidity Facility Agreement

Commonwealth Bank of Australia
ABN 48 123 123 124

Perpetual Trustee Company Limited
ABN 42 000 001 007

Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946

If you have any questions about the details of this document
please contact Ben Sandstad on + 61 2 9353 4000

Clayton Utz
Lawyers
Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700

www.claytonutz.com

Our reference 801/784/80003979

Liability limited by the Solicitors Scheme, approved under the Professional
Standards Act 1994 (NSW) and by our Terms of Engagement

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Table of Contents

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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...................................................................    6
     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..........................................................................    7

     4.1     Preparation of Drawdown Notices...........................................    7
     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........................................................    8

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..................................................    9

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...................................   10
     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............   11
     7.6     Termination of Agreement..................................................   11
     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............................................................   12
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                                                                              i.

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10.  Fees..............................................................................   13

11.  Representations and warranties....................................................   13

     11.1    General Representations and Warranties....................................   13
     11.2    Corporate Representations and Warranties..................................   14
     11.3    Series Trust Representations and Warranties...............................   14
     11.4    Liquidity Facility Provider...............................................   14
     11.5    Representations and Warranties Repeated...................................   15

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

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

13.  Events of Default.................................................................   16

     13.1    Events of Default.........................................................   16
     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................................................................   17

     15.1    Limitation on Trustee's Liability.........................................   17
     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.................................   18

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

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

18.  Indemnity.........................................................................   19

     18.1    Indemnity on Demand.......................................................   19
     18.2    Losses on Liquidation or Re-employment of Deposits........................   20
     18.3    Payment on 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.............................................................   21
     19.10   Jurisdiction..............................................................   22
     19.11   Counterparts..............................................................   22
     19.12   Contra proferentem........................................................   22
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                                                                             ii.

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Schedule...............................................................................   23
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                                                                            iii.

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Liquidity Facility Agreement made at Sydney on 10 March 2004

Parties   Commonwealth Bank of Australia ABN 48 123 123 124 of Level 1, 48
          Martin Place, Sydney, NSW 2000 Australia ("Liquidity Facility
          Provider")

          Perpetual Trustee Company Limited ABN 42 000 001 007 of Level 7, 9
          Castlereagh Street, Sydney NSW 2000 Australia in its capacity as
          trustee of the Series Trust ("Trustee")

          Securitisation Advisory Services Pty. Limited ABN 88 064 133 946 of
          Level 7, 48 Martin Place, Sydney NSW 2000 Australia ("SAS" and also
          hereinafter included within the expression the "Manager")

Background

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.

Operative provisions

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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 a Gross Income
     Shortfall in accordance with the Series Supplement or to fund a Cash
     Advance Deposit in accordance with this Agreement.

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

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

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

     "Cash Advance Deposit" means at any time that amount of the Collections
     Account of the Series Trust that comprises at that time Advances by way of
     deposits by the Liquidity Facility Provider to the Collections Account of
     the Series Trust in accordance with clause 7.1 (after


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     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
     and P-1 by Moody's or such other credit rating agreed to between the
     Trustee, the Manager and the relevant Rating Agency.

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

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

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

     "Drawing" means:

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

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

     "Effective Control" means:

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

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

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

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

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

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

     (a)  A$35 million;

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

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

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

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

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


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          Deposit; and

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

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

     "Manager Event" means:

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

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

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

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

     (a)  are liquidated;

     (b)  are present, prospective or contingent;

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

     (d)  sound in damages only; or

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

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

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

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

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

     (a)  BBSW for that Interest Period; and

     (b)  0.20% per annum,

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

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

     "Series Supplement" means the Series Supplement dated on or about the date
     of this


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     Agreement between the Liquidity Facility Provider (as a Seller and the
     Servicer), Homepath Pty Limited ABN 35 081 986 530, SAS and the Trustee.

     "Series Trust" means the trust known as the Medallion Trust Series 2004-1G
     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)  0.30% per annum.

     "Termination Date" means the earliest of:

     (a)  the Scheduled Maturity Date;

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

     (c)  the date which is one month after the date on which all Securities
          have been redeemed in full in accordance with the Series Supplement or
          the Offshore 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 Background and the
          Schedule;

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

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

     (e)  subject to clause 1.6, a reference to any document or agreement is to
          such document


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<PAGE>

          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 or by legal counsel
          acting for 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;

     (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


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<PAGE>

          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.

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2.   The Facility

2.1  Amount

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

2.2  Method of Making Advances

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

2.3  Purpose

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


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<PAGE>

2.4  Termination of the Facility

     The Facility will terminate on the Termination Date.

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

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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 Gross Income Shortfall has occurred in respect of
     the Collection Period just ended the


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<PAGE>

     Manager must:

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

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

4.2  Service of Drawdown Notices

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

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

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

4.3  Requirements of Drawdown Notices

     A Drawdown Notice must:

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

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

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

     (d)  (Irrevocable): be irrevocable;

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

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

4.4  Availability of Drawing

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

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

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

4.5  Payment of Drawing

     After receipt of a Drawdown Notice:

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


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<PAGE>

     (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.

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5.   Interest

5.1  Interest Period

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

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

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

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

          (i)  follows the Termination Date; and

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

5.2  Calculation of Interest

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

5.3  Payment of Interest

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

5.4  Interest on Unpaid Interest

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

5.5  Interest on Overdue Sums

     If the Trustee fails to pay any amount due and payable by it under or in
     respect of this Agreement at the time and in the manner required under this
     Agreement and the Series Supplement, other than as described in clause 5.4,
     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.


                                                                               9

<PAGE>

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6.   Repayment of Drawings and Advances

6.1  Repayment of Drawings during the Availability Period

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

6.2  Re-Drawing

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

6.3  Repayment on Termination

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

6.4  Payments Under Security Trust Deed

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

     (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


                                                                              10

<PAGE>

          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.

7.5  Reduction in Facility Limit During Cash Advance Deposit Period

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

7.6  Termination of Agreement

     If the Termination Date occurs during a Cash Advance Deposit Period the
     Manager will direct the Trustee to repay (and within 2 Business Days of
     receipt of such direction the Trustee will repay) from the Collections
     Account of the Series Trust the then Cash Advance Deposit (which has not
     previously been utilised in accordance with this Agreement) together with
     all


                                                                              11

<PAGE>

     accrued, but unpaid, interest on that amount determined in accordance with
     clause 7.7 and any other amounts then due under this Agreement.

7.7  Interest on Cash Advance Deposit

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

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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 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;


                                                                              12

<PAGE>

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

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

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

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

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

--------------------------------------------------------------------------------
10.  Fees

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

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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,


                                                                              13

<PAGE>

          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 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


                                                                              14

<PAGE>

          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 revoke): not consent to amend or revoke the 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 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


                                                                              15

<PAGE>

               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.

--------------------------------------------------------------------------------
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);


                                                                              16

<PAGE>

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

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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


                                                                              17

<PAGE>

     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 of 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.

--------------------------------------------------------------------------------
16.  Assignment

16.1 Assignment by Trustee

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

16.2 Assignment by Liquidity Facility Provider

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


                                                                              18

<PAGE>

     assignment or transfer, as the case may be.

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17.  Notices

17.1 Method of Delivery

     Subject to this clause, any notice, request, certificate, approval, demand,
     consent or other communication to be given under this Agreement must:

     (a)  (In Writing and Signed by an Authorised Officer): except in the case
          of communication by email, be in writing and signed by 2 Authorised
          Officers of the party giving the same; and

     (b)  (Delivery): be:

          (i)  left at the address of the addressee;

          (ii) sent by prepaid ordinary post to the address of the addressee;

          (iii) sent by facsimile to the facsimile number of the addressee; or

          (iv) sent by email by an Authorised Officer of the party giving the
               same in accordance with the addressee's email address,

          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;

     (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; and

     (d)  (Email): where sent by email, on the date the email is received.

     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.

17.3 Email

     A notice, request, certificate, approval, demand, consent or other
     communication to be given under this Agreement may only be given by email
     where the recipient has separately agreed that that communication or
     communications of that type, may be given by email.

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


                                                                              19

<PAGE>

     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 Distribution Date

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

--------------------------------------------------------------------------------
19.  Miscellaneous

19.1 Stamp Duties

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

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


                                                                              20

<PAGE>

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

     The parties to this Agreement may only amend this Agreement in accordance
     with clause 33.1(b) of the Series Supplement.

19.9 Governing Law

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


                                                                              21

<PAGE>

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.

19.12 Contra proferentem

     Each provision of this Agreement will be interpreted without disadvantage
     to the party who (or whose representative) drafted that provision.


                                                                              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 ABN 88 064 133 946
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 Medallion Trust Series 2004-1G 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 Nigel Pickford                              /s/ Nigel Pickford
its Attorney under a Power of Attorney dated   ---------------------------------
17/11/97 and who declares that he or she has   Signature of Attorney
not received any notice of the revocation of
such Power of Attorney in the presence of:     Nigel Pickford
                                               ---------------------------------
                                               Name of Attorney in full

/s/ Sameer Vij
--------------------------------------------
Signature of Witness

Sameer Vij
--------------------------------------------
Name of Witness in full

Signed for and on behalf of Perpetual Trustee
Company Limited ABN 42 000 001 007
by Shelagh Gossain                             /s/ Shelagh Gossain
its Attorney under a Power of Attorney dated   ---------------------------------
10/3/04 and who declares that he or she has    Signature of Attorney
not received any notice of the revocation of
such Power of Attorney in the presence of:     Shelagh Gossain
                                               ---------------------------------
                                               Name of Attorney in full

/s/ Sameer Vij
--------------------------------------------
Signature of Witness

Sameer Vij
--------------------------------------------
Name of Witness in full


                                                                              24

<PAGE>

Signed for and on behalf of Securitisation
Advisory Services Pty. Limited ABN 88 064
133 946
by Nigel Pickford                              /s/ Nigel Pickford
its Attorney under a Power of Attorney dated   ---------------------------------
10/3/04 and who declares that he or she has    Signature of Attorney
not received any notice of the revocation of
such Power of Attorney in the presence of:     Nigel Pickford
                                               ---------------------------------
                                               Name of Attorney in full

/s/ Sameer Vij
--------------------------------------------
Signature of Witness

Sameer Vij
--------------------------------------------
Name of Witness in full


                                                                              25


</TEXT>
</DOCUMENT>
