Supplementary Terms Notice for Crusade Global Trust No. 1 of 2007 among Perpetual Trustees, Crusade Management, St. George Bank, and Others

 Supplementary Terms Notice PERPETUAL TRUSTEES CONSOLIDATED LIMITED (Trustee) CRUSADE MANAGEMENT LIMITED (Manager) ST.GEORGE BANK LIMITED (Approved Seller) ST.GEORGE BANK LIMITED (Servicer) ST.GEORGE BANK LIMITED (Indemnifier) ST.GEORGE CUSTODIAL PTY LIMITED (Custodian) P.T. LIMITED (Security Trustee) DEUTSCHE BANK TRUST COMPANY AMERICAS (Note Trustee) Crusade Global Trust No. 1 of 2007 Allens Arthur Robinson Deutsche Bank Place Corner Hunter and Phillip Streets Sydney NSW 2000 Tel 61 2 9230 4000 Fax 61 2 9230 5333 www.aar.com.au (C) Copyright Allens Arthur Robinson 2007  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. INTRODUCTION 1 2. DEFINITIONS AND INTERPRETATION 2 2.1 Definitions 2 2.2 Interpretation 35 2.3 Limitation of liability 35 2.4 Knowledge of Trustee 36 2.5 Business Day Convention 36 2.6 Australian Financial Services Licence 36 2.7 Hedge Agreements 36 3. DIRECTION AND TRUST BACK 37 4. NOTES 37 4.1 Conditions of Notes 37 4.2 Summary of conditions of Notes 37 4.3 Issue of Notes 39 4.4 Trustee's Covenant to Noteholders and the Note Trustee 40 4.5 Repayment of Notes on Payment Dates 41 4.6 Final Redemption 41 4.7 Period During Which Interest Accrues 41 4.8 Calculation of Interest 42 4.9 Step-Up Margin 43 4.10 Aggregate receipts 43 4.11 Transfer of Notes 43 5. CASHFLOW ALLOCATION METHODOLOGY 43 5.1 Total Available Funds 43 5.2 Excess Available Income - Reimbursement of Charge Offs and Principal Draws 47 5.3 Excess Distributions 49 5.4 Initial Principal Distributions 49 5.5 Principal Distributions prior to Stepdown Date or after Trigger Event 50 5.6 Principal distributions on and after Stepdown Date if no Trigger Event is subsisting 52 5.7 Final Maturity Date 55 5.8 Redraws 56 5.9 Determination Date - Payment Shortfall 56 5.10 Liquidity Draws 56 5.11 Allocating Liquidation Losses 57 5.12 Insurance claims 57 5.13 Payments before Payment Date 57 5.14 Charge Offs 58 5.15 Payments into US$ Account 58 5.16 Payments out of US$ Account 59 5.17 Payments into Euro Account 59 5.18 Payments out of Euro Account 59 5.19 Rounding of amounts 60 Page (i)  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 5.20 Manager's Report 60 5.21 Payment Priorities Following an Event of Default: Security Trust Deed 60 5.22 Prescription 63 5.23 Accounting Procedures: Principal & Interest 63 5.24 Replacement of Currency Swap 63 5.25 Notice of calculations 64 5.26 Bond Factors 64 5.27 Loan Offset Interest 64 6. MASTER TRUST DEED AND SERVICING AGREEMENT 65 6.1 Completion of details in relation to Master Trust Deed 65 6.2 Amendments to Master Trust Deed 67 6.3 Amendments to the Servicing Agreement 107 6.4 Clause 6.14 108 7. CALL AND TAX REDEMPTION 108 7.1 Call of Class A Notes 108 7.2 Call of Class B Notes 108 7.3 Call of Class C Notes 108 7.4 Tax Event 109 7.5 Full satisfaction 110 8. SUBSTITUTION AND REMOVAL OF PURCHASED RECEIVABLES 110 8.1 Approved Seller substitution 110 8.2 Other substitutions 110 8.3 Selection criteria 111 8.4 Removal of Purchased Receivables - Top Ups 111 9. APPLICATION OF THRESHOLD RATE 112 9.1 Calculation of Threshold Rate 112 9.2 Setting Threshold Rate 113 9.3 Loan Offset Deposit Accounts 113 10. TITLE PERFECTION EVENTS 113 11. BENEFICIARY 113 11.1 Issue of Units 113 11.2 Residual Capital Unit 114 11.3 Residual Income Unit 114 11.4 Unit Register 115 12. NOTE TRUSTEE 115 12.1 Capacity 115 12.2 Exercise of rights 115 12.3 Representation and warranty 116 12.4 Payments 116 12.5 Payment to be made on Business Day 116 Page (ii)  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 13. COMPLIANCE WITH SECURITY TRUST DEED 116 14. CUSTODIAN AGREEMENT 116 15. MANAGER'S DIRECTIONS TO BE IN WRITING 116 16. UNDERTAKINGS BY APPROVED SELLER AND SERVICER 116 17. TAX REFORM 117 17.1 Taxation of trusts and consolidated groups 117 17.2 Amending Bill - taxation of trusts 118 17.3 Group tax liabilities 118 17.4 Evidence of tax sharing agreement 119 17.5 Objective 119 17.6 Beneficiaries 120 18. COMPLIANCE WITH REGULATION AB 120 18.1 Intent of the Parties, Reasonableness 120 18.2 Additional Representations and Warranties of St.George 120 18.3 Information to be provided by St.George 121 18.4 Servicer Compliance Statement 125 18.5 Report on Assessment of Compliance and Attestation 126 18.6 Use of Subservicers and Subcontractors 127 18.7 Indemnification; Remedies 128 19. COMPLIANCE WITH REGULATION AB: THE CUSTODIAN 130 19.1 Intent of the Parties, Reasonableness 130 19.2 Additional Representations and Warranties of the Servicing Function Participant 131 19.3 Information to be provided by the Servicing Function Participant 131 19.4 Report on Assessment of Compliance and Attestation 133 19.5 Use of Subservicers and Subcontractors 134 19.6 Indemnification; Remedies 135 20. COMPLIANCE WITH REGULATION AB: THE NOTE TRUSTEE 137 20.1 Intent of the Parties, Reasonableness 137 20.2 Additional Representations and Warranties of the Servicing Function Participant 138 20.3 Information to be provided by the Servicing Function Participant 139 20.4 Report on Assessment of Compliance and Attestation 141 20.5 Use of Subservicers and Subcontractors 141 20.6 Indemnification; Remedies 142 21. COMPLIANCE WITH REGULATION AB: THE TRUSTEE 145 21.1 Intent of the Parties, Reasonableness 145 21.2 Information to be provided by The Trustee 145 21.3 Report on Assessment of Compliance and Attestation 146 21.4 Use of Subservicers and Subcontractors 147 21.5 Indemnification; Remedies 147 Page (iii)  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 22. ACKNOWLEDGMENTS 149 23. GOVERNING LAW 149 24. COUNTERPARTS 149 25. ANTI-MONEY LAUNDERING 149 SCHEDULE 1 154 SCHEDULE 2 156 Application for A$ Notes 156 Crusade Global Trust No. 1 of 2007 156 SCHEDULE 3 158 Note Acknowledgment 158 Crusade Global Trust No. 1 of 2007 158 SCHEDULE 4 160 Note Transfer and Acceptance 160 Crusade Global Trust No. 1 of 2007 160 SCHEDULE 5 163 Form Of Annual Certification 163 SCHEDULE 6 164 Servicing Criteria To Be Addressed In Assessment Of Compliance 164 Page (iv)  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 1. INTRODUCTION This Supplementary Terms Notice is issued on 13 March 2007 pursuant and subject to the Master Trust Deed dated 14 March 1998 (the MASTER TRUST DEED) between the Trustee, the Manager, St.George, the Custodian, the Security Trustee and the Note Trustee. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of Level 12 Angel Place, 123 Pitt Street, Sydney, New South Wales 2000 in its capacity as trustee of Crusade Global Trust No. 1 of 2007 (the TRUSTEE); CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) of 4-16 Montgomery Street, Kogarah, New South Wales 2217 as Manager (the MANAGER); ST.GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery Street, Kogarah, New South Wales 2217 in its capacity as Servicer, Approved Seller and Indemnifier (ST.GEORGE); ST.GEORGE CUSTODIAL PTY LIMITED (ABN 87 003 347 411) of 4-16 Montgomery Street, Kogarah, New South Wales 2217 (the CUSTODIAN); P.T. LIMITED (ABN 67 004 454 666) of Level 12 Angel Place, 123 Pitt Street Sydney, New South Wales 2000 in its capacity as security trustee under the Security Trust Deed (the SECURITY TRUSTEE); and DEUTSCHE BANK TRUST COMPANY AMERICAS of 1761 E. St.Andrew Place, Santa Ana, California, 92705 USA (the NOTE TRUSTEE) which has agreed to act as note trustee in relation to Notes issued by the Trust under the Note Trust Deed and in accordance with this Supplementary Terms Notice. This Supplementary Terms Notice is issued by the Manager and applies in respect of Crusade Global Trust No. 1 of 2007. Each party to this Supplementary Terms Notice agrees to be bound by the Transaction Documents as amended by this Supplementary Terms Notice in the capacity set out with respect to them in this Supplementary Terms Notice or the Master Trust Deed. The Trustee and the Manager agree, and St.George, the Custodian and the Security Trustee acknowledge that the Approved Seller is to be an Approved Seller for the purposes of the Master Trust Deed, this Supplementary Terms Notice and the other Transaction Documents for the Trust. The Trustee and the Manager agree, and St.George, the Custodian and the Security Trustee acknowledge that the Servicer is to be a Servicer for the purposes of the Master Trust Deed, this Supplementary Terms Notice and the other Transaction Documents for the Trust. The Trustee and the Manager agree, and St.George, the Custodian and the Security Trustee acknowledge that the Custodian is to be a Custodian for the purposes of the Master Trust Deed, this Supplementary Terms Notice and the other Transaction Documents for the Trust. The Servicer agrees to service the Purchased Receivables and the Purchased Receivable Securities in accordance with the Servicing Agreement. The Note Trustee has agreed to act as note trustee in relation to the Offshore Notes issued by the Trust under the Note Trust Deed in accordance with this Supplementary Terms Notice. Page 1  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Security Trustee has agreed to act as security trustee for the Mortgagees under the Security Trust Deed. The Trustees and the Manager agree, and St.George, the Custodian and the Security Trustee acknowledge that the Trust will be a TRUST for the purposes of the Transaction Documents. The parties acknowledge that the matters in clauses 3, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16 and 17 of this Supplementary Terms Notice contain decisions not made by the Note Trustee. 2. DEFINITIONS AND INTERPRETATION 2.1 DEFINITIONS Unless otherwise defined in this Supplementary Terms Notice, words and phrases defined in the Master Trust Deed have the same meaning where used in this Supplementary Terms Notice. In this Supplementary Terms Notice, and for the purposes of the definitions in the Master Trust Deed, the following terms have the following meanings unless the contrary intention appears. These definitions apply only in relation to the Crusade Global Trust No. 1 of 2007, and do not apply to any other Trust (as defined in the Master Trust Deed). A$ CLASS A-1 INTEREST AMOUNT means, for any Quarterly Payment Date in relation to a Confirmation for Class A-1 Notes, the amount in Australian dollars which is calculated: (a) on a daily basis at the applicable rate set out in the Class A-1 Currency Swap relating to the Class A-1 Notes which shall be AUD-BBR-BBSW, as defined in the ISDA Definitions as at the first day of the Quarterly Interest Period ending on (but excluding) that Quarterly Payment Date with a designated maturity of three months (or, in the case of the first Quarterly Interest Period, the rate will be determined by the linear interpolation of one and two months) plus the relevant Spread; (b) on the A$ Equivalent of the aggregate of the Invested Amounts of the Class A-1 Notes as at the first day of the Quarterly Interest Period ending on (but excluding) that Quarterly Payment Date; and (c) on the basis of the actual number of days in that Quarterly Interest Period and a year of 365 days. A$ CLASS A-2 INTEREST AMOUNT means for any Quarterly Payment Date, in relation to a Confirmation for Class A-2 Notes, the amount, in Australian dollars, which is calculated: (a) on a daily basis at the applicable rate set out in the Class A-2 Currency Swap relating to the Class A-2 Notes, which shall be AUD-BBR-BBSW, as defined in the ISDA Definitions as at the first day of the Quarterly Interest Period ending on (but excluding) that Quarterly Payment Date with a designated maturity of three months (or, in the case of the first Quarterly Interest Period, the rate will be determined by the linear interpolation of one and two months) plus the relevant Spread; (b) on the A$ Equivalent of the aggregate of the Invested Amounts of the Class A-2 Notes as of the first day of the Quarterly Interest Period ending on (but excluding) that Quarterly Payment Date; and Page 2  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (c) on the basis of the actual number of days in that Quarterly Interest Period and a year of 365 days. A$ EQUIVALENT means: (a) in relation to an amount denominated or to be denominated in US$, the amount converted to (and denominated in) A$ at the A$ Exchange Rate; (b) in relation to an amount denominated or to be denominated in Euros, the amount converted to (and denominated in) A$ at the A$ Exchange Rate; or (c) in relation to an amount denominated or to be denominated in A$, the amount of A$. A$ EXCHANGE RATE means, on any date, the rate of exchange (set as at the commencement of the relevant Currency Swap) applicable under: (a) the Class A-1 Currency Swap for the exchange of United States dollars for Australian dollars; or (b) the Class A-2 Currency Swap for the exchange of Euros for Australian dollars. A$ NOTEHOLDER means a Noteholder of an A$ Note. A$ NOTE means a Class A-3 Note, a Class B Note or a Class C Note. ACCRUED INTEREST ADJUSTMENT means, in relation to the Approved Seller, all interest and fees accrued on the Purchased Receivables up to (but excluding) the Closing Date which are unpaid as at the close of business on the Closing Date. AGENCY AGREEMENT means the Agency Agreement dated on or about the date of this Supplementary Terms Notice between the Trustee, the Manager, the Note Trustee, the Principal Paying Agent, the other Paying Agents, the Note Registrars and the Calculation Agent. ARREARS subsist in relation to a Receivable at any time if, at that time, the principal outstanding under that Receivable is greater than the scheduled principal balance for that Receivable, in each case as determined by the Servicer. ARREARS PERCENTAGE means, for any Monthly Payment Date: (a) the aggregate Unpaid Balance of all Purchased Receivables which are in Arrears by 60 consecutive days or more as at the end of the Monthly Collection Period immediately preceding that Monthly Payment Date; divided by (b) the aggregate Unpaid Balance of all Purchased Receivables as at the end of the Collection Period immediately preceding that Monthly Payment Date, expressed as a percentage. ASSET has the meaning in the Master Trust Deed and includes any Loan or any Mortgage specified in a Sale Notice or any Mortgage, Related Security or other rights with respect thereto which is acquired by the Trustee for the Trust or any Authorised Investment acquired by the Trustee. ATTORNEY has the meaning given in the Security Trust Deed. Page 3  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- AUTHORISED SIGNATORY means: (a) in relation to the Note Trustee, any duly authorised officer of the Note Trustee and any other duly authorised person of the Note Trustee; (b) in relation to a Paying Agent, any duly authorised officer of that Paying Agent and any other duly authorised person of that Paying Agent; (c) in relation to the Calculation Agent, any duly authorised officer of the Calculation Agent and any other duly authorised person of the Calculation Agent; and (d) in relation to a Note Registrar, any duly authorised officer of that Note Registrar and any other duly authorised person of that Note Registrar. AVAILABLE INCOME means, in relation to the Trust for any Monthly Collection Period, the total of the following: (a) the Finance Charge Collections for the Trust for that Monthly Collection Period; plus (b) to the extent not included in paragraph (a): (i) any amount received by or on behalf of the Trustee in relation to that Monthly Collection Period on or by the Monthly Payment Date immediately following the end of that Monthly Collection Period with respect to net receipts under any Interest Hedge (and for this purpose net receipts under the Basis Swap will be determined before any payment in Condition 4); (ii) any interest income received by or on behalf of the Trustee during that Monthly Collection Period in respect of moneys credited to the Collection Account in relation to the Trust; (iii) amounts in the nature of interest otherwise paid by the Approved Seller, the Servicer or the Manager to the Trustee during that Monthly Collection Period in respect of Collections held by it; (iv) all other amounts received by or on behalf of the Trustee during that Monthly Collection Period in respect of the Assets in the nature of income; and (v) all amounts received by or on behalf of the Trustee in the nature of income during that Monthly Collection Period from any provider of a Support Facility under that Support Facility and which the Manager determines should be accounted for in respect of a Finance Charge Loss, but excluding interest credited to a Support Facility Collateral Account or any eligible credit support transferred to the Trustee under a Currency Swap. BANK means: (a) for the purposes of paragraph (a) of the definition of BUSINESS DAY: (i) a corporation authorised under the Banking Act 1959 (Cth) to carry on general banking business in Australia or a corporation formed or incorporated under an Act of the Parliament of an Australian jurisdiction to carry on the general business of banking; Page 4  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) and, for the purposes of the definition of EURO ACCOUNT, a person authorised under the Banking Act 1987 (UK) to carry on a deposit taking business; (iii) and, for the purposes of the definition of US$ ACCOUNT, a banking institution or trust company organised or doing business under the laws of the United States of America or any of its states; and (b) in any other case, a corporation authorised under the Banking Act 1959 (Cth) to carry on general banking business in Australia or a corporation formed or incorporated under an Act of the Parliament of an Australian jurisdiction to carry on the general business of banking. BASIS SWAP means, in relation to the master interest rate swap agreement dated on or about the date of this Supplementary Terms Notice made between the Trustee, Crusade Management Limited as principal floating rate payer and St.George as standby basis swap provider, on the terms of the ISDA Master Agreement (with amendments thereto), each Transaction (as defined in that agreement) entered into in accordance with that agreement in relation to the interest rate risk arising from a Floating Rate Loan. BBSW REFERENCE BANK means any financial institution authorised to quote on the Reuters Screen BBSW Page. BENEFICIARY means, in relation to the Trust, each holder of a Unit (as defined in clause 11). BOND FACTOR means a Class A Bond Factor, a Class B Bond Factor or a Class C Bond Factor. BOOK-ENTRY NOTE means a Class A-1 Book-Entry Note or a Class A-2 Book Entry Note. BREAK PAYMENT means any amount owed by an Obligor under a Fixed Rate Loan and which amount is owed following payment by that Obligor of any principal before the due date for that principal, in accordance with the terms of the relevant Receivable Agreement (and includes an amount owed by the Mortgage Insurer with respect to the obligation of an Obligor to pay any such amount). BUSINESS DAY means any day, other than a Saturday, Sunday or public holiday, on which Banks are open for business in New York, London and Sydney and The Trans-European Real-Time Gross Settlement Express Transfer (TARGET) System or any successor to it is open. CALCULATION AGENT means Deutsche Bank Trust Company Americas or any successor as Calculation Agent under the Agency Agreement. CALL DATE means the first Quarterly Payment Date on which the Total Stated Amount is less than or equal to 10% of the aggregate Initial Invested Amount of all Notes. CARRYOVER CHARGE OFF means, in relation to the Trust at any time, a Carryover Class A Charge Off, or a Carryover Class B Charge Off or a Carryover Class C Charge Off. CARRYOVER CLASS A CHARGE OFF means, on any Monthly Determination Date in relation to a Class A Note, the aggregate of Class A Charge Offs in relation to that Class A Note prior to that Monthly Determination Date and which have not been reinstated or allocated before that Monthly Determination Date under clause 5.2(a)(iv). CARRYOVER CLASS B CHARGE OFF means, on any Monthly Determination Date, in relation to a Class B Note, the aggregate of Class B Charge Offs in relation to that Class B Note prior to that Monthly Determination Date and which have not been reinstated or allocated before that Monthly Determination Date under clause 5.2(a)(v). Page 5  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- CARRYOVER CLASS C CHARGE OFF means, on any Monthly Determination Date, in relation to a Class C Note, the aggregate of Class C Charge Offs in relation to that Class C Note prior to that Monthly Determination Date and which have not been reinstated or allocated before that Monthly Determination Date under clause 5.2(a)(vi). CHARGE OFF means a Class A Charge Off, a Class B Charge Off or a Class C Charge Off. CLASS where used in relation to the Notes, means each class constituted by the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes and where used in relation to Noteholders means the holders of Notes in the relevant Class or Classes of Notes. CLASS A BOND FACTOR means: (a) in relation to a Class A-1 Note on any Quarterly Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the A$ Equivalent of the Invested Amounts for all Class A-1 Notes on that Quarterly Determination Date less the A$ Equivalent of all Class A-1 Principal Payments to be made on the next Quarterly Payment Date, divided by the A$ Equivalent of the aggregate of the Initial Invested Amounts for the Class A-1 Notes; (b) in relation to a Class A-2 Note on any Quarterly Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the A$ Equivalent of the Invested Amounts for all Class A-2 Notes on that Quarterly Determination Date less the A$ Equivalent of all Class A-2 Principal Payments to be made on the next Quarterly Payment Date, divided by the A$ Equivalent of the aggregate of the Initial Invested Amounts for the Class A-2 Notes; or (c) in relation to a Class A-3 Note on any Monthly Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amount for that Class A-3 Note for that Monthly Determination Date less all Class A-3 Principal Payment to be made on the next Monthly Payment Date in respect of that Class A-3 Note, divided by the Initial Invested Amount for that Class A-3 Note. CLASS A CHARGE OFF means, in relation to a Class A Note on any Monthly Determination Date, the amount of any Principal Charge Offs allocated against that Class A Note under clause 5.14(c) on that Monthly Determination Date. CLASS A INITIAL INVESTED AMOUNT means, in relation to any Class A Note, the Initial Invested Amount of that Class A Note. CLASS A INTEREST means in relation to a Class A Note, all interest accrued on that Class A Note in respect of an Interest Period for that Class A Note in accordance with clause 4.8. CLASS A NOTE means a Class A-1 Note, a Class A-2 Note or a Class A-3 Note. CLASS A NOTEHOLDER means a Noteholder of a Class A Note. CLASS A PRINCIPAL CARRYOVER AMOUNT means, at any time, the sum of the Class A-1 Principal Carryover Amount at that time and the Class A-2 Principal Carryover Amount at that time. CLASS A PRINCIPAL PAYMENT means: (a) in relation to a Class A-1 Note, each payment to the relevant Class A-1 Noteholders under clause 5.16 following a payment under clauses 5.5(a)(iii) or 5.6(a)(iii); Page 6  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) in relation to a Class A-2 Note, each payment to the relevant Class A-2 Noteholders under clause 5.18 following a payment under clauses 5.5(a)(iii) or 5.6(a)(iii); and (c) in relation to a Class A-3 Note, each payment to the relevant Class A-3 Noteholders under clauses 5.5(a)(iii) or 5.6(a)(iii). CLASS A PRINCIPAL PAYMENT AMOUNT means, on any Monthly Payment Date on and after the Stepdown Date, for so long as no Trigger Event exists, an amount equal to the lesser of: (a) (i) where that Monthly Payment Date is not also a Quarterly Payment Date, the Principal Collections remaining for payment to the Class A-3 Noteholders, or allocation to the Class A-1 Noteholders and Class A-2 Noteholders, of the applicable Principal Carryover Amount; and (ii) where that Monthly Payment Date is a Quarterly Payment Date, the Principal Collections remaining for payment on the Class A Notes, in each case after payment of the relevant Initial Principal Distribution and payments (if any) to the Liquidity Account; and (b) the greater of: (i) the A$ Equivalent of the aggregate Notional Invested Amounts of the Class A Notes for that Monthly Payment Date minus the product of: (A) 94.75%; and (B) the aggregate Unpaid Balance of the Purchased Receivables as of the last day of that Monthly Collection Period; and (ii) zero. CLASS A STATED AMOUNT means, on a Monthly Determination Date (in the case of a Class A-3 Note) or a Quarterly Determination Date (in the case of any other Class A Note) and in relation to a Class A Note, an amount equal to: (a) the Class A Initial Invested Amount for that Note; less (b) the aggregate of all Class A Principal Payments made before that Determination Date with respect to that Class A Note; less (c) Carryover Class A Charge Offs (if any) for that Class A Note on that Monthly Determination Date or Quarterly Determination Date, as the case may be; less (d) Class A Principal Payments (if any) to be made in relation to that Class A Note on the next Monthly Payment Date (in the case of a Class A-3 Note) or the next Quarterly Payment Date (in the case of any other Class A Note); less (e) Class A Charge Offs (if any) to be made in relation to that Class A Note on the next Monthly Payment Date (in the case of a Class A-3 Note) or the next Quarterly Payment Date (in the case of any other Class A Note); plus (f) the amount (if any) of the Excess Available Income applied in reinstating the Stated Amount of that Class A Note under clause 5.2(a)(iv) on that Determination Date (but only if that Determination Date is a Quarterly Determination Date). Page 7  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- CLASS A-1 BOOK-ENTRY NOTE means a book-entry note issued or to be issued by the Trustee in registered form under clause 3.1 of the Note Trust Deed representing Class A-1 Notes substantially in the form of Schedule 1 to the Note Trust Deed. CLASS A-1 CURRENCY SWAP means: (a) in relation to the master interest rate and currency exchange agreement dated on or about the date of this Supplementary Terms Notice between the Trustee and the Currency Swap Provider on the terms of the ISDA Master Agreement (with amendments thereto), each Transaction (as defined in that agreement) entered into in accordance with that agreement under which the principal swap provider, agrees to pay certain amounts in A$ or US$ to the Trustee in exchange for certain amounts in US$ or A$ (as the case maybe) in relation to the Class A-1 Notes; or (b) any other Hedge Agreement on similar terms which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Class A-1 Notes. CLASS A-1 NOTE means each of the US$1,450,000,000 Class A-1 Mortgaged Backed Pass Through Floating Rate Notes due April 2038 issued by the Trustee with the characteristics of a Class A-1 Note under this Supplementary Terms Notice and includes any relevant Book Entry Note and any relevant Definitive Note. CLASS A-1 NOTE REGISTER means the register kept by the Class A-1 Note Registrar to provide for the registration and transfer of Class A-1 Notes under the Note Trust Deed. CLASS A-1 NOTE REGISTRAR means Deutsche Bank Trust Company Americas or any successor note registrar in respect of the Class A-1 Notes approved in writing by the Note Trustee and appointed under the Agency Agreement. CLASS A-1 NOTEHOLDER means a Noteholder of a Class A-1 Note. CLASS A-1 PRINCIPAL CARRYOVER AMOUNT means any Principal Collections allocated on a Monthly Payment Date (which is not also a Quarterly Payment Date) for retention in the Collection Account or investment in Authorised Investments, which amounts represent principal repayments on the Class A-1 Notes to be paid by the Trustee to the Currency Swap Provider under the Class A-1 Currency Swap on the next Quarterly Payment Date. CLASS A-1 PROPORTION means, on any date, the A$ Equivalent of the aggregate of the Notional Invested Amounts of all Class A-1 Notes at the immediately preceding Monthly Payment Date divided by the aggregate of the A$ Equivalent of the Notional Invested Amounts of all Class A-1 Notes, the A$ Equivalent of the Notional Invested Amounts of all Class A-2 Notes and the Invested Amounts of all Class A-3 Notes at the immediately preceding Monthly Payment Date. CLASS A-2 BOOK-ENTRY NOTE means a registered global note in book-entry form issued or to be issued by the Trustee under clause 3.1 of the Note Trust Deed representing Class A-2 Notes substantially in the form of Schedule 3 to the Note Trust Deed. CLASS A-2 CURRENCY SWAP means: (a) in relation to the master interest rate and currency exchange agreement dated on or about the date of this Supplementary Terms Notice between the Trustee and the Currency Swap Provider on the terms of the ISDA Master Agreement (with amendments thereto), each Transaction (as defined in that agreement) entered into in accordance with that agreement Page 8  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- under which the principal swap provider, agrees to pay certain amounts in A$ or Euros to the Trustee in exchange for certain amounts in Euros or A$ (as the case maybe) in relation to the Class A-2 Notes; or (b) any other Hedge Agreement on similar terms which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Class A-2 Notes. CLASS A-2 NOTE means each of the (euro)600,000,000 Class A-2 Mortgaged Backed Pass Through Floating Rate Notes due April 2038 issued by the Trustee with the characteristics of a Class A-2 Note under this Supplementary Terms Notice. CLASS A-2 NOTE REGISTER means the register kept by the Class A-2 Note Registrar to provide for the registration and transfer of Class A-2 Notes under the Note Trust Deed. CLASS A-2 NOTE REGISTRAR means Deutsche Bank Luxembourg SA or any successor note registrar in respect of the Class A-2 Notes approved in writing by the Note Trustee and appointed under the Agency Agreement. CLASS A-2 NOTEHOLDER means a Noteholder of a Class A-2 Note. CLASS A-2 PRINCIPAL CARRYOVER AMOUNT means any Principal Collections allocated on a Monthly Payment Date (which is not also a Quarterly Payment Date) for retention in the Collection Account or investment in Authorised Investments, which amounts represent principal repayments on the Class A-2 Notes to be paid by the Trustee to the Currency Swap Provider under the Class A-2 Currency Swap on the next Quarterly Payment Date. CLASS A-2 PROPORTION means, on any date, the aggregate of the A$ Equivalent of the Notional Invested Amounts of all Class A-2 Notes at the immediately preceding Monthly Payment Date divided by the aggregate of the A$ Equivalent of the Notional Invested Amounts of all Class A-1 Notes, the A$ Equivalent of the Notional Invested Amounts of all Class A-2 Notes and the Invested Amounts of all Class A-3 Notes at the immediately preceding Monthly Payment Date. CLASS A-3 NOTE means each of the A$700,000,000 Class A-3 Mortgaged Backed Pass Through Floating Rate Notes due April 2038 issued by the Trustee with the characteristics of a Class A-3 Note under this Supplementary Terms Notice. CLASS A-3 NOTEHOLDER means a Noteholder of a Class A-3 Note. CLASS A-3 PROPORTION means, on any date, the aggregate of the Notional Invested Amounts of all Class A-3 Notes at the immediately preceding Monthly Payment Date divided by the aggregate of the A$ Equivalent of the Notional Invested Amounts of all Class A-1 Notes, the Invested Amounts of all Class A-3 Notes and the A$ Equivalent of the Notional Invested Amounts of all Class A-2 Notes at the immediately preceding Monthly Payment Date. CLASS B BOND FACTOR means, in relation to a Quarterly Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amounts for all Class B Notes for that Quarterly Determination Date less all Class B Principal Payments to be made on the next Quarterly Payment Date, divided by the aggregate Class B Initial Invested Amounts for the Class B Notes. CLASS B CHARGE OFF means, in relation to a Class B Note on any Monthly Determination Date, the amount of any Principal Charge Offs allocated against that Class B Note under clause 5.14(b) on that Monthly Determination Date. Page 9  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- CLASS B INITIAL INVESTED AMOUNT means, in relation to any Class B Note, the Initial Invested Amount of that Class B Note. CLASS B INTEREST means all interest accrued on the Class B Notes in respect of a Quarterly Interest Period in accordance with clause 4.8. CLASS B NOTE means each of the A$64,600,000 Class B Mortgaged Backed Pass Through Floating Rate Notes due April 2038 issued by the Trustee with the characteristics of a Class B Note under this Supplementary Terms Notice. CLASS B NOTEHOLDER means a Noteholder of a Class B Note. CLASS B PRINCIPAL CARRYOVER AMOUNT means any Principal Collections allocated on a Monthly Payment Date (which is not also a Quarterly Payment Date) for retention in the Collection Account or investment in Authorised Investments, which amounts represent principal repayments on the Class B Notes to be paid by the Trustee to Class B Noteholders on the next Quarterly Payment Date. CLASS B PRINCIPAL PAYMENT means each payment to the Class B Noteholders under clause 5.5(a)(iv) or clause 5.6(a)(iv). CLASS B PRINCIPAL PAYMENT AMOUNT means, on any Monthly Payment Date on and after the Stepdown Date, for so long as no Trigger Event exists, an amount equal to the lesser of: (a) (i) where that Monthly Payment Date is not also a Quarterly Payment Date, the Principal Collections remaining for allocation to the Class B Principal Carryover Amount after payment of the Initial Principal Distribution and payments to the Liquidity Account, and payment or allocation to the applicable Principal Carryover Amount (as the case may be) of the Class A Principal Payment Amount; and (ii) where that Monthly Payment Date is a Quarterly Payment Date, the Principal Collections remaining for payment after payment of the Class A Principal Payment Amount; and (b) the greater of: (i) the A$ Equivalent of the aggregate Notional Invested Amounts of the Class A Notes plus the aggregate Notional Invested Amounts of the Class B Notes for that Monthly Payment Date minus the product of: (A) 98.40%; and (B) the aggregate Unpaid Balance of the Purchased Receivables as of the last day of that Monthly Collection Period; and (ii) zero. CLASS B STATED AMOUNT means, on a Quarterly Determination Date and in relation to a Class B Note, an amount equal to: (a) the Class B Initial Invested Amount for that Note; less (b) the aggregate of all Class B Principal Payments made before that Quarterly Determination Date with respect to that Class B Note; less (c) Carryover Class B Charge Offs (if any) for that Class B Note on that Quarterly Determination Date; less Page 10  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (d) Class B Principal Payments (if any) to be made in relation to that Class B Note on the next Quarterly Payment Date; less (e) Class B Charge Offs (if any) to be made in relation to that Class B Note on the next Quarterly Payment Date; plus (f) the amount (if any) of the Excess Available Income applied in reinstating the Stated Amount of that Class B Note under clause 5.2(a)(v) on that Quarterly Determination Date. CLASS C BOND FACTOR means in relation to a Quarterly Determination Date, the ratio, expressed as a percentage (rounded to six decimal places) equal to the aggregate of the Invested Amounts for all Class C Notes for that Quarterly Determination Date less all Class C Principal Payments to be made on the next Quarterly Payment Date divided by the aggregate Class C Initial Invested Amounts for the Class C Notes. CLASS C CHARGE OFF means, in relation to a Class C Note on a Monthly Determination Date, the amount of Principal Charge Offs allocated against that Class C Note under clause 5.14(a) on that Monthly Determination Date. CLASS C INITIAL INVESTED AMOUNT means, in relation to any Class C Note, the Initial Invested Amount of that Class C Note. CLASS C INTEREST means in relation to a Class C Note all interest accrued on that Class C Note in respect of a Quarterly Interest Period in accordance with clause 4.8. CLASS C NOTE means each of the A$29,500,000 Class C Mortgaged Backed Pass Through Floating Rate Notes due April 2038 issued by the Trustee with the characteristics of a Class C Note under this Supplementary Terms Notice. CLASS C NOTEHOLDER means a Noteholder of a Class C Note. CLASS C PRINCIPAL CARRYOVER AMOUNT means any Principal Collections allocated on a Monthly Payment Date (which is not also a Quarterly Payment Date) for retention in the Collection Account or investment in Authorised Investments, which amounts represent principal repayments on the Class C Notes to be paid by the Trustee to Class C Noteholders on the next Quarterly Payment Date. CLASS C PRINCIPAL PAYMENT means each payment to the Class C Noteholders under clause 5.5(a)(v) or clause 5.6(a)(v). CLASS C PRINCIPAL PAYMENT AMOUNT means, on any Monthly Payment Date on and after the Stepdown Date, for so long as no Trigger Event exists, an amount equal to the lesser of: (a) (i) where that Monthly Payment Date is not also a Quarterly Payment Date, the Principal Collections remaining for allocation to the Class C Carryover Amount after payment of the Initial Principal Distribution and payments to the Liquidity Account, and payment or allocation to the Class A Principal Carryover Amount and the Class B Principal Carryover Amount (as the case may be) of the Class A Principal Payment Amount and the Class B Principal Payment Amount; and (ii) where that Monthly Payment Date is a Quarterly Payment Date, the Principal Collections remaining for payment after payment of the Class A Principal Payment Amount and the Class B Principal Payment Amount; and Page 11  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) the greater of: (i) the A$ Equivalent of the aggregate Notional Invested Amounts of the Class A Notes plus the aggregate Notional Invested Amount of the Class B Notes plus the aggregate Notional Invested Amounts of the Class C Notes for that Monthly Payment Date minus the product of: (A) 100%; and (B) the aggregate Unpaid Balance of the Purchased Receivables as of the last day of that Monthly Collection Period; and (ii) zero. CLASS C STATED AMOUNT means, on a Quarterly Determination Date and in relation to a Class C Note, an amount equal to: (a) the Class C Initial Invested Amount for that Note; less (b) the aggregate of all Class C Principal Payments made before that Quarterly Determination Date with respect to that Class C Note; less (c) Carryover Class C Charge Offs (if any) for that Class C Note on that Quarterly Determination Date; less (d) Class C Principal Payments (if any) to be made in relation to that Class C Note on the next Quarterly Payment Date; less (e) Class C Charge Offs (if any) to be made in relation to that Class C Note on the next Quarterly Payment Date; plus (f) the amount (if any) of the Excess Available Income applied in reinstating the Stated Amount of that Class C Note under clause 5.2(a)(vi) on that Quarterly Determination Date. CLEARING AGENCY means: (a) in relation to the Class A-1 Notes, an organisation registered as a CLEARING AGENCY pursuant to Section 17A of the Exchange Act appointed by the Manager and the Trustee to hold Class A-1 Notes (directly or through a Common Depository), and initially means DTC; and (b) in relation to the Class A-2 Notes, Euroclear or Clearstream, Luxembourg (directly or through a Common Depository). CLEARSTREAM, LUXEMBOURG means Clearstream, Banking societe anonyme. CLOSING DATE means, in relation to the Trust, 15 March 2007 or such later date as may be agreed between the Trustee and the Joint Lead Managers. COLLECTION ACCOUNT means, in relation to the Trust, the Australian dollar account number ###-###-####, BSB 332-027 held at St.George Bank Limited at its office at Level 12, 55 Market Street, Sydney, or any other account opened under clause 21 of the Master Trust Deed and maintained by the Trustee with an Approved Bank. COLLECTION PERIOD means a Monthly Collection Period or a Quarterly Collection Period. COLLECTIONS means, in relation to the Trust for a period, Finance Charge Collections and Principal Collections for that period. Page 12  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- COMMISSION means the United States Securities and Exchange Commission. COMMON DEPOSITORY means: (a) in relation to the Class A-1 Notes, Cede & Co, as depository for DTC, or any other common depository for DTC or any Clearing Agency appointed from time to time to hold any Class A-1 Book-Entry Note; or (b) in relation to the Class A-2 Notes, Deutsche Bank AG, London Branch or its nominee as common depository for Euroclear and Clearstream, Luxembourg, or any other common depository for Euroclear and Clearstream, Luxembourg as appointed from time to time to hold any Class A-2 Book Entry Note. CONDITIONS means the Conditions for the: (a) Class A-1 Notes in the form set out in schedule 1 to the Note Trust Deed; and (b) Class A-2 Notes in the form set out in schedule 3 to the Note Trust Deed. CONFIRMATION means, in respect of a Currency Swap, any Confirmation (as defined in that Currency Swap). CORPORATIONS ACT means the Corporations Act 2001 (Cth). CREDIT SUISSE means Credit Suisse, Sydney Branch. CURRENCY SWAP means: (a) the Class A-1 Currency Swap; (b) the Class A-2 Currency Swap; or (c) any other Hedge Agreement on similar terms to either of them in relation to the Class A-1 Notes or the Class A-2 Notes which, if entered into, will not result in the downgrading of, or withdrawal of the ratings for, any Notes. CURRENCY SWAP PROVIDER means National Westminster Bank Plc. CUSTODIAN AGREEMENT means the agreement so entitled dated 19 March 1998 between the Trustee, the Manager and the Custodian. CUSTODIAN FEE means the fee payable under clause 6.1(d) of this Supplementary Terms Notice and CLAUSE 6.1 of the Custodian Agreement. CUT-OFF DATE means, in respect of each Receivable and Receivable Security, close of business, 6 March 2007. DEALER means: (a) in respect of the Class A-3 Notes, each of Credit Suisse, The Royal Bank of Scotland plc, Australia Branch and St.George; and (b) in respect of the Class B Notes and the Class C Notes, Credit Suisse. DEFAULTING PARTY in relation to: (a) an Interest Rate Swap has the meaning given in that Interest Rate Swap; or (b) a Currency Swap has the meaning given in that Currency Swap. Page 13  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- DEFINITIVE CLASS A-1 NOTE means a registered note in definitive form issued or to be issued in respect of any Class A-1 Note under, and in the circumstances specified in the Note Trust Deed, and includes any replacement for a Definitive Class A-1 Note issued under the relevant Conditions. DEFINITIVE CLASS A-2 NOTE means a registered note in definitive form issued or to be issued in respect of any Class A-2 Note under, and in the circumstances specified in the Note Trust Deed, and includes any replacement for a Definitive Class A-2 Note issued under the relevant Conditions. DEFINITIVE NOTE means a Definitive Class A-1 Note or a Definitive Class A-2 Note. DEPOSITOR means Crusade Management Limited, in its capacity as the depositor, as such term is defined in Regulation AB. DESIGNATED RATING AGENCY means S&P, Moody's or Fitch Ratings. DETERMINATION DATE means a Monthly Determination Date or a Quarterly Determination Date. DTC means The Depository Trust Company. ELIGIBILITY CRITERIA means the criteria set out in schedule 1 to this Supplementary Terms Notice, subject to the Trustee and Manager receiving confirmation from the Designated Rating Agencies that the criteria will not adversely affect the Rating of any Note. ENFORCEMENT EXPENSES means the costs and expenses incurred by the Approved Seller or the Servicer in connection with the enforcement of any Purchased Receivables or the related Receivable Rights referred to in clause 6.2(a) of the Servicing Agreement. EURIBOR means the rate "EUR-EURIBOR - Telerate", as the applicable Floating Rate Option under the Definitions of the International Swaps and Derivates Association, Inc. (ISDA) incorporating the 2000 ISDA Definitions, as amended and updated as at the Note Issue Date (the ISDA DEFINITIONS) being applicable for deposits in Euros for a period of 3 months which appears on the Reuters Page EURIBOR01 as of 11.00am, Brussels time, on the second EURIBOR Business Day before the beginning of each Quarterly Interest Period (the INTEREST DETERMINATION DATE). If such rate does not appear on the Reuters Page EURIBOR01, the rate for that Quarterly Interest Period will be determined as if the Trustee and the Calculation Agent had specified "EUR-EURIBOR - Reference Banks" as the applicable Floating Rate Option under the ISDA Definitions. "EUR-EURIBOR - Reference Banks" means that the rate for a Quarterly Interest Period for a Class A-2 Note will be determined on the basis of the rates at which deposits in Euros are offered by four major banks in the Euro-zone interbank market agreed to by the Calculation Agent and the Currency Swap Provider (the REFERENCE BANKS) at approximately 11.00am, Brussels time, on the relevant Interest Determination Date to prime banks in the Euro-zone interbank market for a period of 3 months commencing on the first day of the Quarterly Interest Period and in a Representative Amount (as defined in the ISDA Definitions). The Calculation Agent will request the principal Euro-zone office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided by Reference Banks to the Calculation Agent, the rate for that Quarterly Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided by Reference Banks to the Calculation Agent following the Calculation Agent's request, the rate for that Quarterly Interest Period will be the arithmetic mean of the rates quoted by four major banks in the Euro-zone, selected by the Calculation Agent and the Currency Swap Provider, at approximately 11.00am, Brussels time, on that Interest Determination Date for loans in Euros to leading European banks for a period of 3 months, or in the case of the first Quarterly Page 14  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Interest Period, the linear interpolation of one and two months, commencing on the first day of the Quarterly Interest Period and in a Representative Amount. If no such rates are available in the Euro-zone, then the rate for such Quarterly Interest Period will be the most recently determined rate in accordance with this definition. In this definition of EURIBOR, EURIBOR BUSINESS DAY means any day on which the Trans-European Real-Time Gross Settlement Express Transfer (TARGET) System or any successor to it is open. EURO and (euro) means the single currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty Establishing the European Community as amended. EUROCLEAR means Euroclear Bank S.A/N.V. as operator of the Euroclear System. EURO ACCOUNT means, in relation to the Trust, the Euro account opened with the Euro Paying Agent or any other Euro account opened and maintained outside Australia, with the Euro Paying Agent so long as the Euro Paying Agent is an Approved Bank. EURO EQUIVALENT means: (a) in relation to an amount denominated or to be denominated in Australian dollars, that amount converted to (and denominated in) Euros at the Euro Exchange Rate; or (b) in relation to an amount denominated in Euros the amount of Euros. EURO EXCHANGE RATE means in relation to a Class A-2 Currency Swap or a Class A-2 Note to which that Currency Swap relates, on any date, the rate of exchange (set as at the commencement of that Currency Swap) applicable under that Class A-2 Currency Swap for the exchange of Australian dollars for Euros. EURO PAYING AGENT means Deutsche Bank AG, London Branch in its capacity as such under the Agency Agreement. EVENT OF DEFAULT has the meaning given in the Security Trust Deed. EXCESS AVAILABLE INCOME means, for a Monthly Collection Period, the amount (if any) by which the Total Available Funds for the Monthly Collection Period exceeds the Total Payments for that Monthly Collection Period, and, in relation to any Monthly Collection Period, the end of which is immediately followed by a Quarterly Payment Date, includes any amounts retained in the Collection Account or invested on the two immediately preceding Monthly Payment Dates for application on that Quarterly Payment Date under clause 5.2. EXCESS DISTRIBUTION means, in relation to a Quarterly Collection Period, the amount (if any) by which the Excess Available Income for that Quarterly Collection Period exceeds the amounts applied under clause 5.2 on the Quarterly Determination Date relating to that Quarterly Collection Period. EXCHANGE ACT means the United States Securities Exchange Act of 1934, as amended. FINAL MATURITY DATE means the date specified in clause 4.2(j). FINANCE CHARGE COLLECTIONS means, for a Monthly Collection Period, the aggregate of: (a) the aggregate of all amounts received by or on behalf of the Trustee during that Monthly Collection Period in respect of interest, fees and other amounts in the nature of income Page 15  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- payable under or in respect of the Purchased Receivables and the related Receivable Rights, to the extent not included within any other paragraph of this definition, including: (i) any Liquidation Proceeds on account of interest received during that Monthly Collection Period; (ii) any payments by the Approved Seller to the Trustee on the repurchase of a Purchased Receivable under the Master Trust Deed during that Monthly Collection Period which are attributable to interest; (iii) any Break Payments received during that Monthly Collection Period; (iv) any amount received by the Trustee from the Approved Seller under clause 5.27 with respect to that Monthly Collection Period attributable to interest; and (v) any interest on Collections paid by the Approved Seller under clause 5.2(b)(ii) of the Servicing Agreement (as amended by this Supplementary Terms Notice) and received by the Trustee during that Monthly Collection Period. (b) all amounts in respect of interest, fees and other amounts in the nature of income, received by or on behalf of the Trustee during that Monthly Collection Period including: (i) from the Approved Seller, in respect of any breach of a representation, warranty or undertaking contained in the Master Trust Deed or this Supplementary Terms Notice; (ii) from the Approved Seller under any obligation under the Master Trust Deed or this Supplementary Terms Notice to indemnify or reimburse the Trustee for any amount; (iii) from the Servicer in respect of any breach of a representation, warranty or undertaking contained in the Servicing Agreement; (iv) from the Servicer under any obligation under the Servicing Agreement to indemnify or reimburse the Trustee for any amount; (v) from the Custodian in respect of any breach of a representation, warranty or undertaking contained in the Custodian Agreement; (vi) from the Custodian under any obligation under the Custodian Agreement to indemnify or reimburse the Trustee for any amount; (vii) from the Indemnifier under the Indemnity in respect of any losses arising from a breach by the Custodian of its obligations under the Custodian Agreement; (viii) from Perpetual Trustees Consolidated Limited in its personal capacity in respect of any breach of a representation, warranty or undertaking by the Trustee in respect of which it is not entitled to be indemnified out of the Assets of the Trust, or any indemnity from Perpetual Trustees Consolidated Limited in its personal capacity contained in the Transaction Documents; (ix) from the Approved Seller, the Servicer, the Indemnifier, the Manager or the Custodian, in respect of any breach of a representation, warranty or undertaking by it in respect of a breach under any Transaction Document or under any indemnity contained in the Transaction Documents; and Page 16  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- (x) from the Manager in respect of any breach of a representation, warranty or undertaking of the Manager in respect of a breach of which it is not entitled to be indemnified out of the Assets of the Trust, or any indemnity from the Manager, contained in the Transaction Documents, in each case which are determined by the Manager to be in respect of interest, fees and other amounts in the nature of income payable under the Purchased Receivables and the related Receivable Rights; and (c) Recoveries in the nature of income received by or on behalf of the Trustee during that Monthly Collection Period; less: (d) the Government Charges collected by or on behalf of the Trustee for that Monthly Collection Period; and (e) the aggregate of all bank fees and charges due to the Servicer or the Approved Seller by or on behalf of the Trustee as agreed by them and consented to by the Trustee (that consent not to be unreasonably withheld) from time to time and collected by the Approved Seller or the Servicer during that Monthly Collection Period. FINANCE CHARGE LOSS means, for a Monthly Collection Period, the amount of any Liquidation Loss referred to in clause 5.11(a). FINANCIAL YEAR means, for the purposes of the Master Trust Deed with respect to the Trust, each year ending on and including 30 September. FITCH RATINGS means Fitch Australia Pty Ltd. FIXED RATE LOAN means, at any time, any Purchased Receivable which bears a fixed rate of interest at that time. FLOATING RATE LOAN means, at any time, any Purchased Receivable which bears a variable rate of interest, as permitted by the relevant Receivable Agreement, at the discretion of the Approved Seller. FURTHER ADVANCE means in relation to any Collection Period, an amount provided to an Obligor by the Approved Seller under a Purchased Receivable in that Collection Period which increases the principal amount of that Purchased Receivable and which is not a Redraw (notwithstanding that the scheduled principal balance is required to be increased by reason of the provision of that amount). GOVERNMENT CHARGES means, for any Collection Period, the aggregate of all amounts collected by the Servicer or the Approved Seller in that Collection Period in respect of the Purchased Receivables and the related Receivable Rights representing bank account taxes or similar Taxes. GST means any goods and services tax, broad based consumption tax or value added tax imposed by any government agency and includes any goods and services tax payable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). HEDGE AGREEMENT in relation to the Trust includes any Interest Hedge and each Currency Swap. HOUSING LOAN PRINCIPAL means, in relation to a Purchased Receivable, the principal amount of that Purchased Receivable from time to time. INCOME DISTRIBUTION DATE means, for the purposes of the Master Trust Deed, each Payment Date. Page 17  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- INDEMNIFIER means St.George. INDEMNITY means the deed of indemnity between the Trustee, the Indemnifier, the Custodian and the Manager dated 14 March 1998. INITIAL INVESTED AMOUNT means: (a) in respect of a Note, the amount stated as the Initial Invested Amount for that Note in clause 4.2(e); (b) in respect of all Notes of a Class: (i) the sum of the aggregate of the Initial Invested Amount of all Notes of that Class (in the case of the Class A-3 Notes, the Class B Notes or the Class C Notes); or (ii) the sum of the aggregate of the A$ Equivalent of the Initial Invested Amount of all Notes of that Class (in the case of the Offshore Notes); and (c) in respect of all Notes, the sum of the aggregate of the Initial Invested Amount of all A$ Notes and the aggregate of the relevant A$ Equivalent of the Initial Invested Amounts of all Offshore Notes. INITIAL PRINCIPAL DISTRIBUTION means any distribution of Principal Collections in accordance with clause 5.4(a). INTEREST means Class A Interest, Class B Interest or Class C Interest. INTEREST HEDGE means the Basis Swap or an Interest Rate Swap. INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed, each Payment Date. INTEREST PERIOD means a Monthly Interest Period or a Quarterly Interest Period. INTEREST RATE means, in relation to: (a) a Class A-1 Note and a Quarterly Interest Period, LIBOR in relation to that Quarterly Interest Period plus the relevant Margin for the Class A-1 Notes; (b) a Class A-2 Note and a Quarterly Interest Period, EURIBOR in relation to that Quarterly Interest Period plus the relevant Margin for the Class A-2 Notes; (c) a Class A-3 Note and a Monthly Interest Period, the One Month Bank Bill Rate on the first day of that Monthly Interest Period plus the relevant Margin for the relevant Class A-3 Note; and (d) a Class B Note or a Class C Note and a Quarterly Interest Period, the Three Month Bank Bill Rate on the first day of that Quarterly Interest Period plus the relevant Margin for the relevant Class B Note or Class C Note. Page 18  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- INTEREST RATE SWAP means: (a) initially, in relation to the master agreement dated on or about the date of this Supplementary Terms Notice made between the Trustee and Crusade Management Limited as principal floating rate payer and St.George as standby interest rate swap provider, on the terms of the ISDA Master Agreement (with amendments thereto), each Transaction (as defined in that agreement) entered into in accordance with that agreement in relation to the interest rate risk arising from a Receivable which is a Fixed Rate Loan; or (b) any other interest rate swap entered into by the Trustee under clause 2.6(d). INVESTED AMOUNT means, on a Monthly Determination Date in relation to: (a) a Note, the Initial Invested Amount of that Note minus the aggregate of Principal Payments made in respect of the Note on or before the related Determination Date; and (b) all Notes of a Class: (i) the aggregate of the Invested Amounts of all Notes of that Class (in the case of the A$ Notes) for that Determination Date; or (ii) the aggregate of the A$ Equivalent of the Invested Amounts of all Notes of that Class (in the case of the Offshore Notes) for that Determination Date. ISDA means the International Swaps and Derivatives Association, Inc. (formerly the International Swaps Dealers Association Inc). ISDA DEFINITIONS means the 2000 ISDA Definitions as amended from time to time published by the International Swaps and Derivatives Association, Inc. ISDA MASTER AGREEMENT means the June 1992 Multicurrency-Cross border edition of the Master Agreement published by ISDA, any schedule forming part of that Agreement and the relevant addenda to it. JOINT LEAD MANAGER means: (a) in relation to the Class A-1 Notes, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets Inc.; (b) in relation to the Class A-2 Notes, Credit Suisse Securities (Europe) LLC and RBS; (c) in relation to the Class A-3 Notes, St.George, Credit Suisse and The Royal Bank of Scotland plc, Australia Branch; and (d) in relation to the Class B Notes and the Class C Notes, Credit Suisse. LIBOR means, in relation to any Quarterly Interest Period, the rate of interest determined by the Calculation Agent as follows: (a) On the second LIBOR Business Day before the beginning of each Quarterly Interest Period (each an INTEREST DETERMINATION DATE), the rate "USD-LIBOR-BBA" as the applicable Floating Rate Option under the ISDA Definitions being the rate applicable to any Quarterly Interest Period for three-month or in the case of the first Quarterly Interest Period, the rate will be determined by linear interpolation of one and two months deposits in US Dollars which appears on the Reuters Page LIBOR01 as of 11.00 am, London time, determined on the Interest Determination Date by the Calculation Agent. Page 19  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- (b) If such rate does not appear on the Reuters Page LIBOR01, the rate for that Quarterly Interest Period will be determined as if the Trustee and the Calculation Agent had specified "USD-LIBOR-Reference Banks" as the applicable Floating Rate Option under the ISDA Definitions. "USD-LIBOR-Reference Banks" means that the rate for a Quarterly Interest Period will be determined on the basis of the rates at which deposits in US Dollars are offered by the REFERENCE BANKS (being four major banks in the London interbank market agreed to by the Calculation Agent and the Currency Swap Provider) at approximately 11.00 am, London time, on the Interest Determination Date to prime banks in the London interbank market for a period of three months (or in the case of the first Quarterly Interest Period, the rate will be determined by linear interpolation of one and two months) commencing on the first day of the Quarterly Interest Period and in a Representative Amount (as defined in the ISDA Definitions). The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Quarterly Interest Period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that Quarterly Interest Period will be the arithmetic mean of the rates quoted by not less than two major banks in London, selected by the Calculation Agent and the Currency Swap Provider, at approximately 11.00am, London time, on the first day of that Quarterly Interest Period for loans in US Dollars to leading European banks for a period of three months (or in the case of the first Quarterly Interest Period, the rate will be determined by linear interpolation of one and two months) commencing on the first day of the Quarterly Interest Period and in a Representative Amount. (c) If no such rates are available in London, then the rate for such Quarterly Interest Period shall be the most recently determined rate in accordance with this paragraph. In this definition of LIBOR, LIBOR BUSINESS DAY means any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. LIQUIDATION LOSS means, for a Collection Period, the amount (if any) by which the Unpaid Balance of a Purchased Receivable (together with the Enforcement Expenses relating to the Purchased Receivable and the related Receivable Rights) exceeds the Liquidation Proceeds in relation to the Purchased Receivable for that Collection Period. LIQUIDATION PROCEEDS means, in relation to a Purchased Receivable and the related Receivable Rights which have been or are being enforced, all amounts recovered from the enforcement of the Purchased Receivable and the related Receivable Rights (but does not include the proceeds of any Mortgage Insurance Policy). LIQUIDITY ACCOUNT means an interest bearing account established under clause 5.10(a). LIQUIDITY DRAW has the meaning given in clause 5.10(b). LIQUIDITY LIMIT means, at any time, the amount equal to 0.90% of the aggregate outstanding principal amount of the Purchased Receivables at that time. LIQUIDITY RESERVE means, at any time, the amount standing to the credit of the Liquidity Account at that time. LIQUIDITY SHORTFALL has the meaning given in clause 5.10(b). Page 20  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- LOAN OFFSET DEPOSIT ACCOUNT means any deposit account maintained by an Obligor under a Purchased Receivable with the Approved Seller where an amount equal to the interest which would otherwise accrue on that account is offset against moneys owed by that Obligor under that Purchased Receivable, in accordance with the relevant Receivable Agreement. LOAN OFFSET INTEREST AMOUNT means, in relation to any Obligor under a Purchased Receivable, the amount of any interest which would be payable by the Approved Seller to that Obligor on amounts standing to the credit of the Obligor's Loan Offset Deposit Account, if interest was payable on that account. LOW DOC LOAN means a Loan, originated as a "Low Doc (Stated Income) Home Loan", in respect of which: (a) the relevant Obligor, at the time of settlement of the Loan, has been self-employed or a full time investor for not less than 2 years; or (b) the relevant Obligor is a salaried borrower who provides St.George with an employment confirmation, and information contained in the relevant application verifies that the Obligor has been employed for 30 months over the three years preceding settlement, and in each case the income verification requirements are less extensive than for other Loans. LVR means in relation to a Loan, the outstanding amount of that Loan, plus any other amount secured by any Mortgage for that Loan or related Loans, at the date of determination divided by the aggregate value (determined at the time the Mortgage was granted or as may be revalued from time to time in accordance with the Servicer's usual procedures) of the Mortgaged Property subject to the related Mortgage for that Loan, expressed as a percentage. MARGIN means in relation to a Note, the Margin agreed between the Manager and the relevant Joint Lead Managers, and notified by the Manager to the Trustee under clause 4.2(d), as may be modified under clause 4.9. MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning given to it in the ISDA Definitions. MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date, the calendar month which precedes the calendar month in which the Monthly Payment Date occurs. The first Monthly Collection Period is the period from (but excluding) the Cut-Off Date to (and including) 31 March 2007. The penultimate Monthly Collection Period is the period from (but excluding) the end of the preceding Monthly Collection Period to (but excluding) the penultimate Monthly Determination Date. The last Monthly Collection Period is the period from (but excluding) the last day of the preceding Monthly Collection Period to (and including) the date on which the Trust is terminated. MONTHLY DETERMINATION DATE means, in relation to the Trust for a Monthly Collection Period, the date which is 2 Business Days prior to the Monthly Payment Date following the end of that Monthly Collection Period. MONTHLY INTEREST PERIOD means, in relation to a Monthly Payment Date with respect to the Notes (including, with respect to the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, the allocation of the portion of the applicable A$ Equivalent of accrued interest on each Monthly Payment Date which is not a Quarterly Payment Date): (a) in relation to the first Monthly Interest Period, the period commencing on (and including) the Closing Date and ending on (but excluding) the first Monthly Payment Date; Page 21  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- (b) in relation to the final Monthly Interest Period, the period commencing on (and including) the Monthly Payment Date prior to the day on which all amounts due on such Notes are redeemed in full in accordance with the Transaction Documents and ending on (but excluding) such day; provided that if the Stated Amount of any such Note on the due date for redemption is not zero and payment of principal due is improperly withheld or refused, the final Monthly Interest Period shall end on the day on which: (i) the monies in respect of that Note have been received by the relevant Noteholder, the Note Trustee or the relevant Paying Agent; or (ii) the Stated Amount of that Note has been reduced to zero provided that Interest shall thereafter begin to accrue from (and including) any date on which the Stated Amount of that Note becomes greater than zero; and (c) in relation to each other Monthly Interest Period, the period commencing on (and including) a Monthly Payment Date and ending on (but excluding) the next Monthly Payment Date. MONTHLY PAYMENT DATE means, in relation to a Monthly Collection Period, the 19th day of the calendar month that follows that Monthly Collection Period, subject to adjustment in accordance with the Modified Following Business Day Convention. The first Monthly Payment Date will be 19 April 2007. MORTGAGE INSURER means St.George Insurance Australia Pty Limited, Genworth Financial Mortgage Insurance Company Limited, PMI Mortgage Insurance Ltd and the Commonwealth of Australia. MORTGAGE SHORTFALL means, in relation to a Purchased Receivable, the amount (if a positive number) equal to the Principal Loss for that Purchased Receivable minus the aggregate of: (a) the total amount recovered and recoverable in respect of that Purchased Receivable under the relevant Mortgage Insurance Policy, determined to be attributable to principal; and (b) the total amount recovered and recoverable by the Trustee from the Approved Seller or the Servicer (as the case may be) in respect of that Purchased Receivable (by way of damages or otherwise) under or in respect of the Master Trust Deed, this Supplementary Terms Notice or the Servicing Agreement (as the case may be), determined by the Manager to be attributable to principal. For the purposes of this definition, (c) an amount shall be regarded as not recoverable upon the earlier of: (i) a determination being made, in the case of paragraph (a), by the Manager, and in the case of paragraph (b), by the Trustee, in each case upon the advice of such suitably qualified expert advisers as the Manager or the Trustee (as the case may be) thinks fit, that there is no such amount, or that such amount is not likely to be recovered (including because the relevant Mortgage Insurance Policy has been terminated, the relevant Mortgage Insurer is entitled to reduce the amount of the claim or the Mortgage Insurer defaults in payment of a claim); and (ii) the date which is two years after the Monthly Determination Date upon which the relevant Principal Loss was determined under clause 5.11; and Page 22  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- (d) a Mortgage Shortfall arises on the date upon which there are no further amounts referred to in (a) and (b) recoverable in respect of the relevant Purchased Receivable. MORTGAGED PROPERTY has the meaning given in the Security Trust Deed. MORTGAGEE means: (a) the Security Trustee in relation to its rights (held in its own right or for the benefit of other Mortgagees) under this deed and the Security Trust Deed; (b) any Class A Noteholder, in relation to its rights under the Class A Notes held by it; (c) any Class B Noteholder in relation to its rights under the Class B Notes held by it; (d) any Class C Noteholder in relation to its rights under the Class C Notes held by it; (e) the Trustee, in relation to fees and expenses due to it in respect of the Trust; (f) any Approved Seller in relation to any relevant Accrued Interest Adjustment and Redraws; (g) the Manager in relation to its rights as Manager under the Transaction Documents; (h) the Servicer in relation to its rights as Servicer under the Transaction Documents; (i) any Support Facility Provider in relation to its rights under each Support Facility (other than a Mortgage Insurance Policy) to which it is a party (including the Swap Provider and the Currency Swap Provider); (j) the Note Trustee in relation to its rights (held on its own right or for the benefit of any Class A Noteholders) under the Transaction Documents; (k) each Paying Agent in relation to its rights under the Transaction Documents; (l) each Note Manager in relation to its rights under the Transaction Documents; (m) each Note Registrar in relation to its rights under the Transaction Documents; or (n) the Calculation Agent in relation to its rights under the Transaction Documents. NOTE means a Class A Note, a Class B Note or Class C Note and includes: (a) the Conditions relating to an Offshore Note; and (b) any interest in a Book Entry Note as an account holder with a Clearing Agency. NOTE APPLICATION means a note application for one or more A$ Notes dated on or about the Closing Date. NOTE MANAGER means (a) in relation to any Class A-1 Notes: (i) Greenwich Capital Markets Inc.; or (ii) Credit Suisse Securities (USA) LLC; (b) in relation to any Class A-2 Notes: (ii) RBS; or (ii) Credit Suisse Securities (Europe) Limited; and (c) in relation to any A$ Notes, the Dealers for those A$ Notes. Page 23  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- NOTE REGISTER means the Class A-1 Note Register or the Class A-2 Note Register. NOTE REGISTRAR means the Class A-1 Note Registrar or the Class A-2 Note Registrar. NOTE TRUST means the trust established under clause 1.10 of the Note Trust Deed. NOTE TRUST DEED means the deed so entitled dated on or about the date of this Supplementary Terms Notice between the Note Trustee, the Principal Paying Agent, the Euro Paying Agent, the Calculation Agent, the Trustee, the Security Trustee and the Manager. NOTEHOLDER means, in relation to a Note at any time, the person who is the registered holder of that Note at that time. NOTEHOLDER MORTGAGEES means, together: (a) the Note Trustee on behalf of the Offshore Noteholders save that where the Note Trustee has become bound to take steps and/or proceed hereunder and fails to do so within a reasonable time and such failure is continuing, the Offshore Noteholders and then only if and to the extent permitted under the Transaction Documents and Australian law; and (b) each A$ Noteholder. NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated 5 March 2007 issued under the Master Trust Deed in relation to the Trust. NOTIONAL INVESTED AMOUNT means, on any Monthly Payment Date in relation to a Note: (a) if that Monthly Payment Date is also a Quarterly Payment Date, the Invested Amount of that Note on that Quarterly Payment Date; and (b) if that Monthly Payment Date is not also a Quarterly Payment Date, the Invested Amount of that Note on that Monthly Payment Date and, with respect to any Note (other than a Class A-3 Note) minus all Principal Carryover Amounts (or the US$ Equivalent (in the case of the Class A-1 Notes) or the Euro Equivalent (in the case of the Class A-2 Notes) of such amounts) allocated for that Note up to and including that Monthly Payment Date in the relevant Quarterly Interest Period. NOTIONAL STATED AMOUNT means, on any Monthly Payment Date in relation to a Note: (a) if that Monthly Payment Date is also a Quarterly Payment Date, the Stated Amount of that Note on that Quarterly Payment Date (excluding any applicable Principal Payments on that Monthly Payment Date); and (b) if that Monthly Payment Date is not also a Quarterly Payment Date, the Stated Amount of that Note on that Monthly Payment Date (excluding any applicable Principal Payments on that Monthly Payment Date) and, with respect to any Note other than a Class A-3 Note: (i) minus all Principal Carryover Amounts (or the US$ Equivalent (in the case of the Class A-1 Notes) or the Euro Equivalent (in the case of the Class A-2 Notes) of such amounts) allocated for that Note up to but excluding that Monthly Payment Date in the relevant Quarterly Interest Period; (ii) plus all amounts (or the US$ Equivalent (in the case of the Class A-1 Notes) or the Euro Equivalent (in the case of the Class A-2 Notes) of such amounts) allocated to Page 24  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- the Carryover Charge Offs for that Note up to but excluding that Monthly Payment Date under clause 5.2 in the relevant Quarterly Interest Period; and (iii) minus all amounts (or the US$ Equivalent (in the case of the Class A-1 Notes) or the Euro Equivalent (in the case of the Class A-2 Notes) of such amounts) allocated to that Note up to but excluding that Monthly Payment Date under clause 5.14. OFFSHORE NOTES means a Class A-1 Note or a Class A-2 Note. OFFSHORE NOTEHOLDER means a Class A-1 Noteholder or a Class A-2 Noteholder. ONE MONTH BANK BILL RATE on any date means the rate quoted on the Reuters Screen BBSW Page at approximately 10.00am, Sydney time, on that date (the CALCULATION DAY) for each BBSW Reference Bank so quoting (but not fewer than five) as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters Screen BBSW Page) having a tenor of 1 month (or in the case of the first Monthly Interest Period, the rate will be determined by linear interpolation of one and two months) eliminating the highest and lowest mean rates and taking the average of the remaining mean rates and then (if necessary) rounding the resultant figure upwards to four decimal places. If on any Calculation Day fewer than five BBSW Reference Banks have quoted rates on the Reuters Screen BBSW Page, the rate for that date shall be calculated as above by taking the rates otherwise quoted by five of the BBSW Reference Banks on application by the parties for such a bill of the same tenor. If on any Calculation Day the rate cannot be determined in accordance with the foregoing procedures then the rate shall mean such rate as is agreed between the Manager and St.George having regard to comparable indices then available. PAYING AGENT means any person for the time being appointed as a Paying Agent under the Agency Agreement and includes the Principal Paying Agent, the US Paying Agent and the Euro Paying Agent. PAYMENT DATE means a Monthly Payment Date or a Quarterly Payment Date. PAYMENT SHORTFALL means, in relation to any Monthly Collection Period, the amount (if any) by which Total Payments for that Monthly Collection Period exceed the Available Income for that Monthly Collection Period. PREMISES means: (a) the area labelled "Crusade Global Trust No. 1 of 2007" located in a secure area on Lower Ground Floor, St.George House, 4-16 Montgomery Street, Kogarah, New South Wales 2217; or (b) such other premises as the Custodian proposes, and the Trustee agrees to in writing. PRINCIPAL AMORTISATION DATE means, in relation to a Note for the purposes of the Master Trust Deed, each Quarterly Payment Date. PRINCIPAL CARRYOVER AMOUNT means a Class A-1 Principal Carryover Amount, a Class A-2 Principal Carryover Amount, a Class B Principal Carryover Amount or a Class C Principal Carryover Amount, as relevant. Page 25  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- PRINCIPAL CHARGE OFF means, in relation to any Monthly Collection Period, the aggregate of all Mortgage Shortfalls for that Monthly Collection Period, and, in relation to the final Monthly Collection Period, includes all Principal Draws and Liquidity Draws outstanding on the Monthly Payment Date for that Monthly Collection Period (after applying all amounts then available towards repaying those Principal Draws and Liquidity Draws on the Monthly Payment Date). PRINCIPAL COLLECTIONS means, for a Monthly Collection Period, the aggregate of: (a) all amounts received by or on behalf of the Trustee from or on behalf of Obligors under the Purchased Receivables during that Monthly Collection Period in respect of principal, in accordance with the terms of the Purchased Receivables, including principal prepayments; (b) all other amounts received by or on behalf of the Trustee under or in respect of principal under the Purchased Receivables and the related Receivable Rights during that Monthly Collection Period including: (i) any Liquidation Proceeds on account of principal; (ii) any payments by the Approved Seller to the Trustee on the repurchase of a Purchased Receivable under the Master Trust Deed during that Monthly Collection Period which are attributable to principal; and (iii) any amount received by the Trustee from the Approved Seller under clause 5.27 with respect to that Monthly Collection Period attributable to principal; (c) all amounts received by or on behalf of the Trustee during that Collection Period from any provider of a Support Facility (other than a Currency Swap but including any Mortgage Insurance Policy) under that Support Facility and which the Manager determines should be accounted for in respect of a Principal Loss; (d) all amounts received by or on behalf of the Trustee during that Collection Period: (i) from the Approved Seller, in respect of any breach of a representation, warranty or undertaking of the Approved Seller contained in the Transaction Documents; (ii) from the Approved Seller under any obligation of the Approved Seller under the Transaction Documents to indemnify or reimburse the Trustee for any amount; (iii) from the Servicer, in respect of any breach of any representation, warranty or undertaking of the Servicer contained in the Servicing Agreement; (iv) from the Servicer under any obligation of the Servicer under the Servicing Agreement to indemnify or reimburse the Trustee for any amount; (v) from the Custodian in respect of any breach of a representation, warranty or undertaking of the Custodian contained in the Custodian Agreement; (vi) from the Custodian under any obligation of the Custodian under the Custodian Agreement to indemnify or reimburse the Trustee for any amount; (vii) from the Indemnifier under the Indemnity in respect of any losses arising from a breach by the Custodian of its obligations contained in the Custodian Agreement; Page 26  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- (viii) from Perpetual Trustees Consolidated Limited in its personal capacity in respect of any breach of a representation, warranty or undertaking of the Trustee in respect of which it is not entitled to be indemnified out of the Assets of the Trust; (ix) from Perpetual Trustees Consolidated Limited in its personal capacity under any obligation of the Trustee under the Transaction Documents to indemnify or reimburse the Trust for any amount; (x) from the Manager in respect of any breach of a representation, warranty or undertaking of the Manager contained in the Transaction Documents of which it is not entitled to be indemnified out of the Assets of the Trust; and (xi) from the Manager under any obligation of the Manager under the Transaction Documents to indemnify or reimburse the Trust for any amount, in each case, which are determined by the Manager to be in respect of principal payable under the Purchased Receivables and the related Receivable Rights; (e) any amounts in the nature of principal received by or on behalf of the Trustee during that Collection Period pursuant to the sale of any Asset (including the A$ Equivalent of any amount received by the Trustee on the issue of the Notes which was not used to purchase a Purchased Receivable or Purchased Receivable Security, and which the Manager determines is surplus to the requirements of the Trust); (f) if the Monthly Payment Date immediately following that Monthly Collection Period is also a Quarterly Payment Date, any amount of Excess Available Income (including amounts allocated as calculated on the three (or in the case of the first Quarterly Payment Date, all) Monthly Determination Dates preceding that Quarterly Payment Date) to be applied to pay or reinstate a Principal Charge Off or a Carryover Charge Off (as applicable); (g) if the Monthly Payment Date immediately following that Monthly Collection Period is also a Quarterly Payment Date, any Excess Available Income (including amounts allocated as calculated on the three (or in the case of the first Quarterly Payment Date, all) Monthly Determination Dates preceding that Quarterly Payment Date) to be applied under clause 5.2 to Principal Draws made on a previous Monthly Payment Date; (h) if the Monthly Payment Date immediately following that Monthly Collection Period is also a Quarterly Payment Date, any Excess Available Income (including amounts allocated as calculated on the three (or in the case of the first Quarterly Payment Date, all) Monthly Determination Dates preceding that Quarterly Payment Date) to be applied under clause 5.2 to Liquidity Draws made on a previous Monthly Payment Date; (i) if the Monthly Payment Date immediately following that Monthly Collection Period is also a Quarterly Payment Date, any Surplus Amount for that Monthly Payment Date; (j) any amount retained in the Collection Account from the immediately preceding Monthly Collection Period in accordance with clause 5.4(a)(ii) or 5.4(a)(iv) and which has not been applied under clause 5.1 or to reimburse further Redraws; and (k) if the Monthly Payment Date immediately following that Monthly Collection Period is also a Quarterly Payment Date, an amount equal to any Principal Collections for the two Page 27  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- Monthly Collection Periods preceding that Monthly Collection Period which were not paid or allocated under clause 5.5 on a previous Monthly Payment Date, less any amounts paid by the Trustee to replace a Purchased Receivable in accordance with clause 8. PRINCIPAL DRAW means, for a Monthly Collection Period, the amount calculated under clause 5.9 in relation to that Monthly Collection Period. PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of the Master Trust Deed, at any time prior to the Final Maturity Date, the Invested Amount of such Note at such time and, on the Final Maturity Date or the date on which the Note is fully redeemed under the Transaction Documents, the Stated Amount of such Note at such date. PRINCIPAL LOSS means, for a Monthly Collection Period, the amount of any Liquidation Loss for that Monthly Collection Period referred to in clause 5.11(b). PRINCIPAL PAYING AGENT means Deutsche Bank Trust Company Americas or any successor as Principal Paying Agent under the Agency Agreement. PRINCIPAL PAYMENT means a Class A Principal Payment, a Class B Principal Payment or a Class C Principal Payment. PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or on behalf of the Trustee, or by the Servicer under the Servicing Agreement, in repairing, maintaining or restoring to an appropriate state of repair and condition any Mortgaged Property, in exercise of a power conferred on the mortgagee under the relevant Purchased Receivable and Relevant Documents. PROSPECTUS REGULATIONS means the Prospectus (Directive 2003/71/EC) Regulations 2005. PURCHASED RECEIVABLE means each Loan specified in a Sale Notice and purchased by the Trustee, unless the Trustee has ceased to have an interest in that Loan. PURCHASED RECEIVABLE SECURITY means each Mortgage specified in a Sale Notice and acquired by the Trustee, unless the Trustee has ceased to have an interest in that Mortgage. QUARTERLY COLLECTION PERIOD means in relation to a Quarterly Payment Date, the 3 Monthly Collection Periods that precede the calendar month in which the Quarterly Payment Date falls. The first Quarterly Collection Period is the period from (and excluding) the Cut-Off Date, to (and including) 31 March 2007. The last Quarterly Collection Period ends on (and includes) the date on which the Trust is terminated under clause 3.5 of the Master Trust Deed. QUARTERLY DETERMINATION DATE means, in relation to the Trust for a Quarterly Collection Period, the date which is 2 Business Days prior to the Quarterly Payment Date following the end of that Quarterly Collection Period. QUARTERLY INTEREST PERIOD means: (a) in relation to the first Quarterly Interest Period of a Note (other than a Class A-3 Note), the period commencing on (and including) the Closing Date and ending on (but excluding) the first Quarterly Payment Date; and (b) in relation to the final Quarterly Interest Period for a Note (other than a Class A-3 Note), the period commencing on (and including) the Quarterly Payment Date prior to the day on which all amounts due on such Notes are redeemed in full in accordance with the Transaction Documents and ending on (but excluding) such day; provided that if the Stated Page 28  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- Amount of any such Note on the due date for redemption is not zero and payment of principal due is improperly withheld or refused, the final Quarterly Interest Period shall end on the day on which: (i) the monies in respect of that Note have been received by the Note Trustee or the relevant Paying Agent and notice to that effect has been given in accordance with the relevant Condition; or (ii) the Stated Amount of that Note has been reduced to zero provided that Interest shall thereafter begin to accrue from (and including) any date on which the Stated Amount of that Note becomes greater than zero; and (c) in relation to each other Quarterly Interest Period for a Note (other than a Class A-3 Note), each period commencing on (and including) a Quarterly Payment Date and ending on (but excluding) the next Quarterly Payment Date. QUARTERLY PAYMENT DATE has the meaning given in clause 4.2(h). RATING means the rating specified in clause 4.2(f). RBS means The Royal Bank of Scotland plc. RECEIVABLE means, in relation to the Trust, the rights of the Approved Seller or the Trustee (as the case may require) under or in respect of Loans constituted upon acceptance of the Approved Seller's standard loan offer for any of its mortgage loan products (or any variation of those products after a Sale Notice is or was given) as varied by the Approved Seller's standard letter of variation if any (unless that variation would make that Receivable cease to comply with the Eligibility Criteria). RECEIVER has the meaning given in the Security Trust Deed. RECORD DATE means: (a) with respect to a Monthly Payment Date for any Class A-3 Note, 4.00pm (Sydney time) on the second Business Day before that Monthly Payment Date; (b) with respect to the Quarterly Payment Date for any Book Entry Note, close of business on the second Business Day before that Quarterly Payment Date; (c) with respect to the Quarterly Payment Date for any Definitive Note, the last day of the calendar month before that Quarterly Payment Date; and (d) with respect to the Quarterly Payment Date for any Class B Note or Class C Note, 4.00pm (Sydney time) on the second Business Day before that Quarterly Payment Date. RECOVERY means any amount received by the Servicer under or in respect of a Purchased Receivable and the related Receivable Rights at any time after a Finance Charge Loss or Principal Loss has arisen in respect of that Purchased Receivable, provided that amount is not otherwise payable to a Mortgage Insurer under a Mortgage Insurance Policy. REDRAW means, in relation to any Collection Period, an amount provided to an Obligor by the Approved Seller under a Purchased Receivable in that Collection Period in respect of any principal prepayments previously made to the Obligor's loan account in accordance with the terms of the Obligor's Purchased Receivable. REDRAW RETENTION AMOUNT has the meaning given in clause 5.8(c). Page 29  Supplementary Terms Notice [Allens Arthur Robonson LOGO] - -------------------------------------------------------------------------------- REDRAW SHORTFALL means the total amount (if any) of Redraws made by the Approved Seller for which it has not been reimbursed which remain outstanding after: (a) applying Principal Collections towards reimbursement of those Redraws under clause 5.4; and (b) without duplication, drawing on the Redraw Retention Amount (if any). REGULATION AB means Subpart ###-###-#### - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections ###-###-#### ###-###-####, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. REMITTANCE DATE means the day which is two Business Days before a Payment Date. RESIDUAL CAPITAL UNIT has the meaning given in clause 11.1. RESIDUAL INCOME UNIT has the meaning given in clause 11.1. SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed) which may be given by the Approved Seller to the Trustee after the date of execution of this Supplementary Terms Notice and which is subsequently accepted by the Trustee. SECURED MONEYS has the meaning given in the Security Trust Deed. SECURITIES ACT means the United States Securities Act of 1933, as amended. SECURITY TRUST DEED means the agreement so entitled dated 5 March 2007 between the Trustee, the Manager, the Note Trustee and the Security Trustee. SECURITY TRUSTEE means the security trustee so named under the Security Trust Deed. SECURITY TRUSTEE'S FEE means the fee payable under clause 11.2 of the Security Trust Deed. SELLER LOAN AGREEMENT means the agreement so entitled dated on or about the date of this Supplementary Terms Notice between the Approved Seller, the Trustee and the Manager. SERVICING AGREEMENT means the agreement so entitled dated 19 March 1998 between the Trustee, the Manager and the Servicer. SERVICING CRITERIA means the "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time. SERVICING FEE means the fee payable under clause 6.1(c) of this Supplementary Terms Notice and CLAUSE 6.1 of the Servicing Agreement. SPECIFIC MORTGAGE INSURANCE POLICY means a Mortgage Insurance Policy in relation to a Purchased Receivable with an LVR of over 80% (or over 60% for Low Doc Loans). SPREAD in relation to a Currency Swap has the meaning given in the Currency Swap in respect of payments by the Trustee under that Currency Swap. STATED AMOUNT means in relation to the Class A Notes, the Class A Stated Amount, in relation to the Class B Notes, the Class B Stated Amount and in relation to the Class C Notes, the Class C Stated Amount. Page 30  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- STATIC POOL INFORMATION means static pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation AB. STEPDOWN DATE means the Quarterly Payment Date falling in April 2010. STEP-UP MARGIN has the meaning given in clause 4.9. ST.GEORGE INFORMATION has the meaning given to that term in clause 18.7(a). SUBCONTRACTOR means any vendor, subcontractor or other person that is not responsible for the overall servicing (as "servicing" is commonly understood by participants in the mortgage-backed securities market) of Purchased Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Purchased Receivables under the direction or authority of the Servicer or a Subservicer, if any. SUBSERVICER means any person that services Purchased Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document, that are identified in Item 1122(d) of Regulation AB. SUBSCRIPTION AGREEMENT means: (a) the Underwriting Agreement dated on or about 8 March 2007 between the Trustee, the Manager, St.George and the Note Managers for the Class A-1 Notes, in relation to the subscription for the Class A-1 Notes; (b) the Subscription Agreement dated on or about 13 March 2007 between the Trustee, the Manager, St.George and the Note Managers for the Class A-2 Notes, in relation to subscription for the Class A-2 Notes; and (c) the Dealer Agreement dated on or about 13 March 2007 between the Trustee, the Manager, St.George, the Custodian and the Dealers, in relation to subscription for the A$ Notes. SUPPORT FACILITY means each Support Facility (as defined in the Master Trust Deed) which relates to the Trust and includes the Indemnity and the standby facility provided by St.George under each of the Basis Swap and any Interest Rate Swap. SUPPORT FACILITY COLLATERAL ACCOUNT means, in relation to a Support Facility, each Collateral Account as defined in that Support Facility. SURPLUS AMOUNT means, on a Quarterly Payment Date, the amount (if any) by which the Liquidity Reserve on that Quarterly Payment Date (after application of all amounts under clause 5 on that date) exceeds the greater of the Liquidity Limit at that date and the aggregate of outstanding Liquidity Draws at that date, as determined by the Manager, provided that if that amount would be a negative amount on any Quarterly Payment Date, the Surplus Amount on that Quarterly Payment Date will be zero. SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty which enters into that arrangement with the Trustee. TAX ACT has the meaning given to Taxation Act in the Master Trust Deed. THREE MONTH BANK BILL RATE on any date means the rate quoted on the Reuters Screen BBSW Page at approximately 10.00am, Sydney time, on that date (the CALCULATION DAY) for each BBSW Page 31  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Reference Bank so quoting (but not fewer than five) as being the mean buying and selling rate for a bill (which for the purpose of this definition means a bill of exchange of the type specified for the purpose of quoting on the Reuters Screen BBSW Page) having a tenor of 3 months (or in the case of the first Quarterly Interest Period, the rate will be determined by linear interpolation of one and two months) eliminating the highest and lowest mean rates and taking the average of the remaining mean rates and then (if necessary) rounding the resultant figure upwards to four decimal places. If on any Calculation Day fewer than five BBSW Reference Banks have quoted rates on the Reuters Screen BBSW Page, the rate for that date shall be calculated as above by taking the rates otherwise quoted by five of the BBSW Reference Banks on application by the parties for such a bill of the same tenor. If on any Calculation Day the rate cannot be determined in accordance with the foregoing procedures then the rate shall mean such rate as is agreed between the Manager and St.George having regard to comparable indices then available. THRESHOLD RATE means, at any time, 0.25% per annum plus the minimum rate of interest that must be set on all Purchased Receivables where permitted under the relevant Receivable Agreement which will be sufficient (assuming that all relevant parties comply with their obligations at all times under the Transaction Documents, the Purchased Receivables and the related Receivable Rights), when aggregated with the income produced by the rate of interest on all other Purchased Receivables and other Authorised Investments which are Assets of the Trust, to ensure that the Trustee will have available to it sufficient Collections to enable it to comply with its obligations under the Transaction Documents relating to the Trust as they fall due (including the repayment of any Principal Draws by the Final Maturity Date of all Notes). TITLE PERFECTION EVENT means, in relation to the Trust, the events set out in clause 10. TOTAL AVAILABLE FUNDS means, for a Monthly Collection Period, the aggregate of: (a) the Available Income for that Monthly Collection Period; (b) any Principal Draw which the Trustee is required to allocate under clause 5.9 on or before the Monthly Payment Date for that Monthly Collection Period; (c) any Liquidity Draws for that Monthly Collection Period; and (d) with respect to any Monthly Collection Period the Monthly Payment Date following which is also a Quarterly Payment Date, any amounts retained in the Collection Account or invested in Authorised Investments on the two immediately preceding Monthly Payment Dates for application on that Quarterly Payment Date on account of the accrued interest entitlements for the Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes. TOTAL INVESTED AMOUNT means, at any time, the sum of: (a) all Invested Amounts of all Class A-1 Notes; and (b) the US$ Equivalent of all Invested Amounts of all A$ Notes and all Class A-2 Notes, at that time. TOTAL PAYMENTS means, in relation to a Monthly Collection Period, all amounts paid or to be paid by the Trustee under clause 5.1 on the Monthly Payment Date in relation to that Monthly Collection Period. Page 32  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- TOTAL STATED AMOUNT means, at any time, the A$ Equivalent of the aggregate of the Stated Amounts of all Notes at that time. TRANSACTION has the meaning given to it under the relevant ISDA Master Agreement. TRANSACTION DOCUMENT means each Transaction Document (as defined in the Master Trust Deed) to the extent that it relates to the Trust or the Notes or the Seller Loan Agreement. TRIGGER EVENT will subsist on any Monthly Payment Date if: (a) the aggregate of the Notional Stated Amounts for the Class B Notes and the Class C Notes, divided by the aggregate of the Notional Stated Amounts for all Notes on that Monthly Payment Date, is less than 5.25%; (b) the average of the Arrears Percentages for the 12 months immediately preceding that Monthly Payment Date (or, where that Monthly Payment Date occurs within 12 months of the Closing Date, for the period commencing on the Closing Date and ending on that Monthly Payment Date) (the RELEVANT PERIOD) exceeds 4%; (c) cumulative Mortgage Shortfalls up to and including that Monthly Payment Date exceeds 10% of the aggregate Initial Invested Amount of the Class B Notes and the Class C Notes; or (d) that Monthly Payment Date is a date on or after the Call Date and the Trustee has not exercised the call option under clause 7.1 on the Call Date. TRUST means the Crusade Global Trust No. 1 of 2007 constituted under the Master Trust Deed and the Notice of Creation of Trust. TRUST DOCUMENT for the purposes of the Security Trust Deed includes each Transaction Document. TRUST EXPENSES means, in relation to a Monthly Collection Period: (a) Taxes payable in relation to the Trust for that Monthly Collection Period; (b) any other Expenses relating to the Trust for that Monthly Collection Period which are not covered by (c) to (l) (inclusive) below; (c) pari passu the Trustee's Fee for that Monthly Collection Period, the Security Trustee's Fee for that Monthly Collection Period and any fee payable to the Note Trustee on the Monthly Payment Date following the end of that Monthly Collection Period; (d) the Servicing Fee for that Monthly Collection Period; (e) the Manager's Fee for that Monthly Collection Period; (f) the Custodian Fee for that Monthly Collection Period; (g) pari passu any fee or expenses payable to the Principal Paying Agent, any other Paying Agent, a Note Registrar or the Calculation Agent under the Agency Agreement; (h) any costs, charges or expenses (other than fees) incurred by, and any liabilities owing under any indemnity granted to the Note Managers, the Manager, the Security Trustee, the Servicer, the Note Trustee, a Paying Agent, a Note Registrar or the Calculation Agent in relation to the Trust under the Transaction Documents, for that Collection Period; (i) any amounts payable to a Currency Swap Provider under clause 5.24; Page 33  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (j) the fee for that Monthly Collection Period due to St.George as standby basis swap provider under the Basis Swap for that Monthly Collection Period; (k) the fee for that Monthly Collection Period due to St.George as standby interest rate swap provider under any Interest Rate Swap for that Monthly Collection Period; and (l) any settlement amount in the nature of income payable under a Currency Swap and not otherwise specified in clauses 5.1 or 5.2. all of the amounts in paragraphs (a) to (l) (inclusive) being EXPENSES for the purposes of the Master Trust Deed. US PAYING AGENT means Deutsche Bank Trust Company Americas in its capacity as such under the Agency Agreement. US$ ACCOUNT means, in relation to the Trust, the US$ account opened with the Principal Paying Agent or any other account opened and maintained outside Australia, with the Principal Paying Agent so long as the Principal Paying Agent is an Approved Bank. US$ EQUIVALENT means: (a) in relation to an amount denominated or to be denominated in Australian dollars, that amount converted to (and denominated in) US$ at the relevant US$ Exchange Rate; or (b) in relation to an amount denominated or to be denominated in Euros, that amount converted to (and denominated in) US$ at the relevant US$ Exchange Rate; or (c) in relation to an amount denominated in US$ the amount of US$. US$ EXCHANGE RATE means, on any date: (a) in relation to an amount denominated or to be denominated in Australian dollars, the rate of exchange (set as at the commencement of the Class A-1 Currency Swap) applicable under the Class A-1 Currency Swap for the exchange of Australian dollars for United States dollars; and (b) in relation to an amount denominated or to be denominated in Euros, the rate for the exchange of Euros for United States dollars (set as at the commencement of the Class A-1 Currency Swap). US$ NOTEHOLDER means, for the purposes of the Security Trust Deed, a Class A-1 Noteholder. VOTING MORTGAGEE means: (a) with respect only to the enforcement of the security under the Security Trust Deed, for so long as the Secured Moneys of the Offshore Noteholders and the A$ Noteholders represent 75% or more of total Secured Moneys, the Noteholder Mortgagees alone; and (b) at any other time (subject to the Note Trust Deed and clause 40.17 of the Security Trust Deed): (i) the Note Trustee, acting on behalf of the Offshore Noteholders under the Note Trust Deed and clause 7 of the Security Trust Deed and if the Note Trustee has become bound to take steps and/or to proceed hereunder and fails to do so within a reasonable time and such failure is continuing, the Offshore Noteholders, and then Page 34  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- only if and to the extent the Offshore Noteholders are able to do so under the Transaction Documents and Australian law; and (ii) each other Mortgagee (other than an Offshore Noteholder). 2.2 INTERPRETATION Clause 1.2 of the Master Trust Deed is incorporated into this Supplementary Terms Notice as if set out in full, except that any reference to DEED is replaced by a reference to SUPPLEMENTARY TERMS NOTICE, any reference to UNITED STATES DOLLARS, USD and US$ is to currency of the United States of America, and any reference to EUROS and (euro) is to lawful currency of the time being of the member states of the European Union that adopt the single currency in accordance with the treaty establishing the European Community. 2.3 LIMITATION OF LIABILITY (a) GENERAL Clause 30 of the Master Trust Deed applies to the obligations and liabilities of the Trustee and the Manager under this Supplementary Terms Notice. (b) LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY (i) This Supplementary Terms Notice applies to the Trustee only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (iii) below, a liability arising under or in connection with this Supplementary Terms Notice or the Trust is limited to and can be enforced against the Trustee only to the extent to which it can be satisfied out of the assets and property of the Trust which are available to satisfy the right of the Trustee to be exonerated or indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Supplementary Terms Notice 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 Supplementary Terms Notice or the Trust. (ii) Subject to paragraph (iii) below, no person (including any Relevant Party) may take action against the Trustee in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under the Security Trust Deed), or a liquidator, an administrator or any similar person to the Trustee or prove in any liquidation, administration or arrangements of or affecting the Trustee. (iii) The provisions of this clause 2.3 shall not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under a Transaction Document or by operation of law there is a reduction in the extent of the Trustee's indemnification or exoneration out of the Assets of the Trust as a result of the Trustee's fraud, negligence, or Default. (iv) It is acknowledged that the Relevant Parties are responsible under this Supplementary Terms Notice or the other Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Trustee Page 35  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (including any related failure to satisfy its obligations under this Supplementary Terms Notice) will be considered fraud, negligence or Default of the Trustee for the purpose of paragraph (iii) above to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any person who has been delegated or appointed by the Trustee in accordance with the Transaction Documents to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. (v) In exercising their powers under the Transaction Documents, each of the Trustee, the Security Trustee and the Noteholders must ensure that no attorney, agent, delegate, receiver or receiver and manager appointed by it in accordance with this Supplementary Terms Notice or any other Transaction Documents has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of the Trustee for the purpose of paragraph (iii) above. (vi) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Custodian, the Calculation Agent, any Paying Agent, the Note Trustee, the Note Registrars and the provider of any Support Facility. (vii) Nothing in this clause limits the obligations expressly imposed on the Trustee under the Transaction Documents. 2.4 KNOWLEDGE OF TRUSTEE In relation to the Trust, the Trustee will be considered to have knowledge or notice of or be aware of any matter or thing if the Trustee has knowledge, notice or awareness of that matter or thing by virtue of the actual notice or awareness of the officers or employees of the Trustee who have day to day responsibility for the administration of the Trust. 2.5 BUSINESS DAY CONVENTION If any payment or calculation is to be made or any other thing done (including in relation to a Payment Date or a Collection Period) on a day which is not a Business Day, the date on which that payment or calculation is to be made or that thing done will be the next Business Day unless that day falls in the next calendar month, in which case the date on which that payment or calculation is to be made or that thing done will be the preceding Business Day. 2.6 AUSTRALIAN FINANCIAL SERVICES LICENCE Perpetual Trustee Company Limited, a related body corporate of the Trustee and the Security Trustee, has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act (Australian Financial Services Licence No. 236643). Perpetual Trustee Company Limited has appointed each of Perpetual Trustees Consolidated Limited (Authorised Representative Number 264840) and P.T. Limited (Authorised Representative Number 266797) as its authorised representatives under that licence. 2.7 HEDGE AGREEMENTS The Manager may from time to time direct the Trustee to, and on that direction, the trustee will, enter into additional interest swaps in relation to the interest rate risk arising from a Purchased Page 36  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Receivable which is a Fixed Rate Loan, upon confirmation from each Designated Rating Agency that the entering into of such additional interest swaps in relation to the interest rate risk arising from a Purchased Receivable which is a Fixed Rate Loan will not result in the downgrade or withdrawal of the rating of any Note. 3. DIRECTION AND TRUST BACK (a) A Trust Back, entitled CRUSADE GLOBAL TRUST BACK NO. 1 OF 2007, is created in relation to Other Secured Liabilities secured by the Purchased Receivable Securities. (b) The Trustee, the Manager, St.George, the Custodian and the Security Trustee agree that the Trust Back will be a TRUST BACK for the purposes of the Transaction Documents. 4. NOTES 4.1 CONDITIONS OF NOTES (a) The conditions of the A$ Notes will be as set out in the Master Trust Deed, as supplemented and amended by the provisions set out in this Supplementary Terms Notice. (b) The conditions of the Offshore Notes will be as set out in the Master Trust Deed, the Conditions, the Note Trust Deed and this Supplementary Terms Notice. 4.2 SUMMARY OF CONDITIONS OF NOTES Under clauses 6.2 and clause 6.3 (as applicable) of the Master Trust Deed, the Manager provides the following information in respect of the Notes. (a) Class of Note: There will be the following Classes of Notes. Under the Transaction Documents each shall be treated as a separate Class of Notes: (i) Class A-1 Notes (ii) Class A-2 Notes (iii) Class A-3 Notes; (iv) Class B Notes (v) Class C Notes (b) Total Initial Invested Amount (i) Class A-1 Notes - of each Class of Notes: US$1,450,000,000 (ii) Class A-2 Notes - (euro)600,000,000 (iii) Class A-3 Notes - A$700,000,000 (iv) Class B Notes - A$64,600,000 (v) Class C Notes - A$29,500,000 (c) Manner and order in which As set out in clause 5 principal and interest is to be paid on Notes: Page 37  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (d) Margin: In relation to a Note for an Interest Period ending prior to the Call Date, the following: (i) Class A-1 Notes - 0.06% per annum; (ii) Class A-2 Notes -0.07% per annum; (iii) Class A-3 Notes - 0.15% per annum; (iv) Class B Notes - 0.19% per annum; (v) Class C Notes - 0.28% per annum; In relation to a Note for an Interest Period ending after the Call Date, the Step-Up Margin in respect of that Class of Note. (e) Initial Invested Amount: Class A-1 Notes: US$100,000 per Note and in multiples of US$1 in excess thereof. Class A-2 Notes: (euro)100,000 per Note and in integral multiples thereof. Class A-3 Notes: A$100,000 per Note. Class B Notes: A$100,000 per Note. Class C Notes: A$100,000 per Note. (f) Rating: (i) Class A Notes - AAA (S&P)/Aaa (Moody's)/AAA (Fitch Ratings). (ii) Class B Notes - AA (S&P))/AA (Fitch Ratings). (iii) Class C Notes - A+ (S&P)/AA- (Fitch Ratings). (g) Issue Price: (i) Class A Notes - issued at 100 per cent. (ii) Class B Notes - issued at 100 per cent. (iii) Class C Notes - issued at 100 per cent. (h) Quarterly Payment Dates: (i) Class A-1 Notes - the 19th day of January, April, July and October in each year (New York time) (ii) Class A-2 Notes - the 19th day of January, April, July and October in each year (London time) (iii) A$ Notes - the 19th day of January, April, July and October in each year (Sydney time) Page 38  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iv) If, in each case, that day is not a Business Day, the Quarterly Payment Date shall be adjusted in accordance with the Modified Following Business Day Convention. The first Quarterly Payment Date for the Class A-1 Notes will be 19 April 2007 (New York time), the first Quarterly Payment Date for the Class A-2 Notes will be 19 April 2007 (London Time) and the first Quarterly Payment Date for the A$ Notes will be 19 April 2007 (Sydney time). In each case, the final Quarterly Payment Date is the earlier of the applicable Final Maturity Date and the Payment Date on which the Notes are redeemed in full or, in the case of the Class A Notes, redeemed under the Conditions. (i) Monthly Payment Dates which (i) The 19th day of February, March, are not Quarterly Payment May, June, August, September, Dates November and December in each year (Sydney time) (ii) If, in each case, that day is not a Business Day, the Monthly Payment Date shall be adjusted in accordance with the Modified Following Business Day Convention. The first Monthly Payment Date will be 19 April 2007 (Sydney time). (j) Final Maturity Date: (i) Class A-1 Notes - the Quarterly Payment Date falling in April 2038 (New York time); (ii) Class A-2 Notes - the Quarterly Payment Date falling in April 2038 (London time); (iii) A$ Notes - the Quarterly Payment Date falling in April 2038 (Sydney time). (iv) In each case, the date specified shall be subject to adjustment in accordance with the Modified Following Business Day Convention. 4.3 ISSUE OF NOTES (a) Class A-1 Notes must be issued in amounts, or on terms, such that their offer for subscription and their issue will comply with: (i) the Financial Services and Markets Act 2000 (UK) and all regulations made under or in relation to that Act; and (ii) the Securities Act, the Exchange Act, all regulations made under or in relation to them, and all other laws or regulations of any jurisdiction of the United States of America regulating the offer or issue of, or subscription for, Notes. Page 39  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) The Class A-2 Notes must be issued in minimum parcels of subscriptions which have an aggregate initial participation amount of not less than (euro)100,000 and: (i) will comply with the Financial Services and Markets Act 2000 (UK) and all regulations made under or in relation to that Act; (ii) in circumstances which conform to the provisions of the Prospectus Regulations; and (iii) in circumstances that would comply with the Market Abuse (Directive 2003/6/EC) Regulations 2005. (c) A$ Notes must be issued in minimum parcels or subscriptions which have an aggregate subscription amount of $500,000, (disregarding any amount payable to the extent to which it is to be paid out of money lent by the person offering the Notes or an associate (as defined in Division 2 of Part 1.2 of the Corporations Act) or must otherwise constitute an issue that does not require disclosure under Part 6D.2 of the Corporations Act. (d) Other than the Class A-1 Notes, no Note has been or will be registered under the Securities Act and such Notes may not be offered or sold within the United States or to, or for the account of benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (e) If: (i) the Trustee, or the Manager on behalf of the Trustee, has issued or agreed to issue any Notes and has received the Subscription Amount for them; and (ii) on the Note Issue Date, the aggregate Subscription Amount received is less than the amount specified in the corresponding Note Issue Direction, then (unless otherwise agreed); (iii) no Notes or no further Notes (as the case may be) shall be issued; and (iv) all Subscription Amounts received will be repaid without interest to the prospective subscribers for those Notes, and all issued Notes will be redeemed in full using the relevant Subscription Amounts. 4.4 TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE Subject to the terms of the Master Trust Deed and this Supplementary Terms Notice, the Trustee: (a) acknowledges its indebtedness in respect of the Invested Amount of each Note and interest thereon; (b) covenants for the benefit of each Noteholder and the Note Trustee that it will (subject to receiving any directions required under and given in accordance with the Transaction Documents): (i) make all payments on or in respect of the Notes held by that Noteholder on the due date for payment; Page 40  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) comply with the terms of this Supplementary Terms Notice and the Transaction Documents to which it is a party; and (iii) pay the Stated Amount in relation to the Notes held by that Noteholder on the Final Maturity Date and accrued and unpaid interest thereon. 4.5 REPAYMENT OF NOTES ON PAYMENT DATES (a) On each Payment Date for a Note in respect of which Principal Payments are required to be made, the Invested Amount of that Note shall be reduced by, and the obligations of the Trustee with respect to that Note shall be discharged to the extent of, the amount of the Principal Payment made on that Payment Date in respect of that Note. (b) All payments of principal on Class A-1 Notes will be made on Quarterly Payment Dates in United States dollars. (c) All payments of principal on Class A-2 Notes will be made on Quarterly Payment Dates in Euros. (d) All payments of principal on Class A-3 Notes will be made on Monthly Payment Dates in A$. (e) All payments of principal on Class B Notes and Class C Notes will be made on Quarterly Payment Dates in A$. 4.6 FINAL REDEMPTION Each Note shall be finally redeemed, and the obligations of the Trustee with respect to the payment of the Invested Amount of that Note shall be finally discharged, on the first to occur of: (a) the date upon which the Invested Amount of that Note is reduced to zero; (b) the date upon which the relevant Noteholder renounces in writing all of its rights to any amounts payable under or in respect of that Note; (c) in relation to the Offshore Notes only, the date on which all amounts received by the Note Trustee with respect to the enforcement of the Security Trust Deed are paid to the relevant Paying Agent; (d) in relation to A$ Notes only, the date on which all amounts are received by the relevant A$ Noteholders; (e) the Quarterly Payment Date immediately following the date on which the Trustee completes a sale and realisation of all Assets of the Trust in accordance with the Master Trust Deed and this Supplementary Terms Notice; and (f) the Final Maturity Date. 4.7 PERIOD DURING WHICH INTEREST ACCRUES Each Note bears interest calculated and payable in arrears in accordance with this Supplementary Terms Notice from and including the Closing Date to but excluding the date upon which that Note is finally redeemed under clause 4.6. Page 41  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 4.8 CALCULATION OF INTEREST (a) Subject to paragraph (b), interest payable on each Note in a Class of Notes (or, in the case of any Book Entry Note, interest on the beneficial ownership interest in that Note held by each beneficial owner of that Note) in respect of each Interest Period for that Class of Notes is calculated: (i) on a daily basis at the Interest Rate for that Class of Notes; (ii) on the aggregate Invested Amount of all Notes in that Class as at the first day of that Interest Period; and (iii) on the basis of the actual number of days in that Interest Period and a year of 365 days (in the case of A$ Notes) or 360 days (in the case of Offshore Notes), allocated rateably in accordance with the Invested Amount of such Note or (in the case of any Note which is a Book Entry Note) the Invested Amount of the beneficial ownership interest in such class of Notes held by each beneficial owner of such Note, and shall accrue due from day to day. (b) No interest will accrue on any Note for the period from and including: (i) the date on which the Stated Amount of that Note is reduced to zero (provided that interest shall thereafter begin to accrue from (and including) any date on which the Stated Amount of that Note becomes greater than zero); or (ii) if the Stated Amount of the Note on the due date for redemption in full of the Note is not zero, the due date for redemption of the Note, unless after the due date for redemption, payment of principal due is improperly withheld or refused, following which interest shall continue to accrue on the Invested Amount of the Note at the rate from time to time applicable to the Note until the later of: (A) the date on which the moneys in respect of that Note have been received by: (1) the Note Trustee or the relevant Paying Agent (in the case of the Offshore Notes; or (2) the relevant Noteholder (in the case of the A$ Notes) and notice to that effect is given in accordance with the Conditions; and (B) the Stated Amount of that Note has been reduced to zero, provided that interest shall thereafter begin to accrue from (and including) any date on which the Stated Amount of that Note becomes greater than zero. (c) All payments of interest on Class A-1 Notes will be made in United States dollars. (d) All payments of interest on Class A-2 Notes will be made in Euros. (e) All payments of interest on A$ Notes will be made in Australian dollars. (f) If Interest is not paid in respect of a Note on the date when due and payable (other than because the due date is not a Business Day) that unpaid Interest shall itself bear interest at the Interest Rate applicable from time to time on that Note until the unpaid Interest, and interest on it, is available for payment and: Page 42  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (i) in the case of the Offshore Notes, notice of that availability has been duly given in accordance with Condition 12; or (ii) in the case of the A$ Notes, there is full satisfaction of those amounts, to be determined in accordance with clause 32.4 of the Master Trust Deed (as amended in accordance with this Supplementary Terms Notice). 4.9 STEP-UP MARGIN If the Trustee has not redeemed all of a Class of Notes on or before the Call Date, the Margin for that Class will increase for each Interest Period for that Class beginning on or after that date to the following percentages per annum (each a STEP-UP MARGIN): (a) in the case of the Class A-1 Notes, 0.12% per annum; (b) in the case of the Class A-2 Notes, 0.14% per annum; (c) in the case of the Class A-3 Notes, 0.30% per annum; (d) in the case of the Class B Notes, 0.38% per annum; and (e) in the case of the Class C Notes, 0.56% per annum. 4.10 AGGREGATE RECEIPTS (a) Notwithstanding anything in clauses 5.5, 5.6 and 5.8, no Noteholder will be entitled to receive aggregate principal under any of those clauses on any Note at any time in excess of the Invested Amount for that Note at that time. (b) The Trustee, the Manager, the Note Trustee, the Security Trustee and the Paying Agents may treat the Noteholder as the absolute owner of that Note (whether or not that Note is overdue and despite any notation or notice to the contrary or writing on it or any notice of previous loss or theft of it or of trust or other interest in it) for the purpose of making payment and for all other purposes. 4.11 TRANSFER OF NOTES Notes must only be transferred in accordance with clause 7 of the Master Trust Deed as amended by clause 6.2(t) of this Supplementary Terms Notice. 5. CASHFLOW ALLOCATION METHODOLOGY 5.1 TOTAL AVAILABLE FUNDS (a) (MONTHLY) Subject to paragraph (b), on each Monthly Payment Date (other than a Quarterly Payment Date) and based on the calculations, instructions and directions provided to it by the Manager, the Trustee must pay or allocate or cause to be paid or allocated out of Total Available Funds, in relation to the Monthly Collection Period ending immediately before that Monthly Payment Date, the following amounts in the following order of priority: (i) first, an amount up to any Accrued Interest Adjustment required to be paid to the Approved Seller (and each of the Trustee, the Noteholders and the other Creditors Page 43  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- that have the benefit of the Security Trust Deed acknowledges and agrees that it has no entitlement to the moneys comprising the Accrued Interest Adjustment); (ii) second, to each Swap Provider under each Interest Rate Swap of any Break Payments, with respect to a Purchased Receivable to which that Interest Rate Swap relates, received by or on behalf of the Trustee from an Obligor or the Mortgage Insurer during the Monthly Collection Period; (iii) third, unless specified later in this clause 5.1(a), Trust Expenses which have been incurred prior to that Monthly Payment Date and which have not previously been paid or reimbursed on a prior Monthly Payment Date under an application of funds under this clause 5.1 (subject to sub-paragraph (vii)) in the order set out in the definition of TRUST EXPENSES); (iv) fourth, without duplication, any amounts that would have been payable under this clause 5.1(a), other than amounts which would have been payable or allocable under paragraphs (v) to (xi) (inclusive), on any previous Monthly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee, in the order they would have been paid under that prior application of funds under this clause 5.1(a); (v) fifth, pari passu and rateably as between themselves: (A) allocation to the Class A-1 Notes of accrued interest in an amount equal to that portion of the A$ Class A-1 Interest Amount for that portion of the applicable Quarterly Interest Period which fell during the applicable Monthly Interest Period, to be retained in the Collection Account or invested in Authorised Investments until applied to payments of interest to the Class A-1 Noteholders on the following Quarterly Payment Date; (B) allocation to the Class A-2 Notes of accrued interest in an amount equal to that portion of the A$ Class A-2 Interest Amount for that portion of the applicable Quarterly Interest Period which fell during the applicable Monthly Interest Period, to be retained in the Collection Account or invested in Authorised Investments until applied to payments of interest to the Class A-2 Noteholders on the following Quarterly Payment Date; (C) the payment to the Class A-3 Noteholders of the Class A-3 Interest amount for the applicable Monthly Interest Period; (D) payment to the relevant Swap Providers of the net amount (if any) due to them under the Interest Rate Swaps (other than any Break Costs in respect of the termination of an Interest Rate Swap arising where the relevant Interest Rate Swap Provider is the Defaulting Party); and (E) payment to the relevant Swap Provider of the net amount (if any) due to it under the Basis Swap; (vi) sixth, any amounts that would have been paid or allocated under sub-paragraph (v) on any previous Monthly Payment Date, if there had been sufficient Total Available Funds, which have not been paid or allocated by the Trustee; Page 44  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (vii) seventh, pari passu and rateably, payment of an amount equal to the Trustee's Fee and Security Trustee's Fee which has been incurred prior to that Monthly Payment Date and which has not previously been paid or reimbursed on a prior Monthly Payment Date under an application of funds under this paragraph (a); (viii) eighth, an amount equal to interest accrued on the Class B Notes for that portion of the applicable Quarterly Interest Period which fell during the applicable Monthly Interest Period, to be retained in the Collection Account or invested in Authorised Investments to be applied as Available Income on the following Quarterly Payment Date; (ix) ninth, any amounts that would have been allocated under sub-paragraph (viii) on any previous Monthly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee to be retained in the Collection Account or invested in Authorised Investments to be applied as Available Income on the following Quarterly Payment Date; (x) tenth, an amount equal to interest accrued on the Class C Notes for that portion of the applicable Quarterly Interest Period which fell during the applicable Monthly Interest Period, to be retained in the Collection Account or invested in Authorised Investments to be applied as Available Income on the following Quarterly Payment Date; and (xi) eleventh, any amounts that would have been allocated under sub-paragraph (x) on any previous Monthly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee to be retained in the Collection Account or invested in Authorised Investments to be applied as Available Income on the following Quarterly Payment Date. (b) (LIMIT) The Trustee shall only make a payment or allocation under paragraph (a) if it is directed in writing to do so by the Manager and only to the extent that any Total Available Funds remain from which to make the payment after amounts with priority to that payment have been paid. (c) (QUARTERLY) Subject to paragraph (d), on each Quarterly Payment Date, and based on the calculations, instructions and directions provided to it by the Manager, the Trustee must pay or cause to be paid out of Total Available Funds on that Quarterly Payment Date, in relation to the Monthly Collection Period ending immediately before that Quarterly Payment Date, the following amounts in the following order of priority: (i) first, an amount up to any Accrued Interest Adjustment required to be paid to the Approved Seller (and each of the Trustee, the Noteholders and the other Creditors that have the benefit of the Security Trust Deed acknowledges and agrees that it has no entitlement to the moneys comprising the Accrued Interest Adjustment); (ii) second, to each Swap Provider under each Interest Rate Swap of any Break Payments, with respect to a Purchased Receivable to which that Interest Rate Swap relates, received by or on behalf of the Trustee from an Obligor or a Mortgage Insurer during the Monthly Collection Period immediately preceding that Quarterly Payment Date; Page 45  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) third (unless specified later in this clause 5.1(c)), Trust Expenses which have been incurred prior to that Quarterly Payment Date and which have not previously been paid or reimbursed on a prior Monthly Payment Date under an application of funds under this clause 5.1 (subject to sub-paragraph (vii)) in the order of priority set out in the definition of TRUST EXPENSES); (iv) fourth, without duplication, any amounts that would have been payable under this clause 5.1(c) (other than under sub-paragraphs (v) to (xi) (inclusive)) on any previous Quarterly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee and in the order they would have been paid under that prior application of funds under this clause 5; (v) fifth, pari passu and rateably as between themselves: (A) the payment to the Currency Swap Provider under the Class A-1 Currency Swap of the A$ Class A-1 Interest Amount payable under that Currency Swap for the applicable Quarterly Interest Period (including all amounts allocated under paragraph (a)(v)(A) for the two preceding Monthly Payment Dates); (B) the payment to the Currency Swap Provider under the Class A-2 Currency Swap of the A$ Class A-2 Interest Amount payable under that Currency Swap for the applicable Quarterly Interest Period (including all amounts allocated under paragraph (a)(v)(B) for the two preceding Monthly Payment Dates); (C) the payment to the Class A-3 Noteholders of the Class A-3 Interest amount for the applicable Monthly Interest Period; (D) payment to the relevant Swap Providers of the net amount (if any) due to them under the Interest Rate Swaps (other than any Break Costs in respect of the termination of an Interest Rate Swap arising where the relevant Interest Rate Swap Provider is the Defaulting Party); and (E) payment to the relevant Swap Provider of the net amount (if any) due to it under the Basis Swap; (vi) sixth, any amounts that would have been payable under sub-paragraph (v) on any previous Quarterly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee; (vii) seventh, pari passu and rateably an amount equal to the Trustee's Fee and Security Trustee's Fee which has been incurred prior to that Quarterly Payment Date and which has not previously been paid or reimbursed on a prior Monthly Payment Date under an application of funds under clause 5.1(a); (viii) eighth, the payment to the Class B Noteholders of the relevant Class B Interest amount for the applicable Quarterly Interest Period; (ix) ninth, any amounts that would have been payable under sub-paragraph (viii) on any previous Quarterly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee; Page 46  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (x) tenth, the payment to the Class C Noteholders of the Class C Interest amount for the applicable Quarterly Interest Period; and (xi) eleventh, any amounts that would have been payable under sub-paragraph (x) on any previous Quarterly Payment Date, if there had been sufficient Total Available Funds, which have not been paid by the Trustee. (d) The Trustee shall only make a payment under any of sub-paragraphs (c)(i) to (c)(xi) inclusive if it is directed in writing to do so by the Manager and only to the extent that any Total Available Funds remain from which to make the payment after amounts with priority to that payment have been paid. 5.2 EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS AND PRINCIPAL DRAWS (a) (MONTHLY) Subject to paragraph (c), on each Monthly Determination Date (which is not also a Quarterly Determination Date), the Manager must allocate any Excess Available Income for the Monthly Collection Period relating to that Monthly Determination Date in the following order of priority: (i) first, an amount equal to all Principal Charge Offs for that Monthly Collection Period; (ii) second, an amount equal to all Liquidity Draws which have not been repaid as at that Monthly Payment Date; (iii) third, an amount equal to all Principal Draws which have not been repaid as at that Monthly Payment Date; (iv) fourth, pari passu and rateably between themselves (based on, in the case of the Class A-1 Notes, the A$ Equivalent of the Notional Stated Amount of the Class A-1 Notes and, in the case of the Class A-2 Notes, on the A$ Equivalent of the Notional Stated Amount of the Class A-2 Notes and, in the case of the Class A-3 Notes, on the Stated Amount of the Class A-3 Notes, as the case may be): (A) an amount equal to the A$ Equivalent of any Carryover Class A Charge Offs in respect of the Class A-1 Notes; (B) an amount equal to the A$ Equivalent of any Carryover Class A Charge Offs in respect of the Class A-2 Notes; and (C) an amount equal to any Carryover Class A Charge Offs in respect of the Class A-3 Notes; (v) fifth, an amount equal to the Carryover Class B Charge Offs relating to the Class B Notes; (vi) sixth, an amount equal to the Carryover Class C Charge Offs relating to the Class C Notes; and (vii) seventh, an amount equal to the sum of the following: (A) any Break Costs payable to each Interest Rate Swap Provider in respect of the termination of an Interest Rate Swap where that Interest Rate Swap Provider is the Defaulting Party; and Page 47  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (B) of any settlement amounts payable to the Currency Swap Provider in respect of the termination of a Currency Swap to the extent that the Currency Swap Provider is the Defaulting Party, in the case of sub-paragraph (ii) to be applied to the Liquidity Account and in each other case to be retained in the Collection Account or invested in Authorised Investments until the next Quarterly Payment Date, and to be applied on that Quarterly Payment Date only for the purpose set out above for which it was allocated. No Excess Available Income will be applied on any Monthly Payment Date which is not also a Quarterly Payment Date. (b) (QUARTERLY) Subject to paragraph (c), on each Quarterly Determination Date, the Manager must apply any Excess Available Income for the Monthly Collection Period ending immediately before that Quarterly Determination Date in the following order of priority: (i) first, towards reimbursement of all Principal Charge Offs for that Quarterly Collection Period; (ii) second, towards all Liquidity Draws which have not been repaid as at that Quarterly Payment Date; (iii) third, towards all Principal Draws which have not been repaid as at that Quarterly Payment Date; (iv) fourth, to be applied pari passu and rateably between themselves (based on, in the case of the Class A-1 Notes, the A$ Equivalent of the Stated Amount of the Class A-1 Notes and, in the case of the Class A-2 Notes, on the A$ Equivalent of the Stated Amount of the Class A-2 Notes and, in the case of the Class A-3 Notes, on the Stated Amount of the Class A-3 Notes (as the case may be): (A) as a payment, to the Currency Swap Provider under the Confirmation relating to the Class A-1 Notes, of the A$ Equivalent of any Carryover Class A Charge Offs relating to the Class A-1 Notes; (B) as a payment, to the Currency Swap Provider under the Confirmation relating to the Class A-2 Notes, of the A$ Equivalent of any Carryover Class A Charge Offs relating to the Class A-2 Notes; and (C) as a payment to the Class A-3 Noteholders of an amount equal to the Carryover Class A Charge Offs relating to the Class A-3 Notes; (v) fifth, to be applied as a payment to the Class B Noteholders of an amount equal to the Carryover Class B Charge Offs relating to the Class B Notes; (vi) sixth, to be applied as a payment to the Class C Noteholders of an amount equal to the Carryover Class C Charge Offs relating to the Class C Notes; and (vii) seventh, to be applied pari passu and rateably, in payment: (A) of any Break Costs payable to each Interest Rate Swap Provider in respect of the termination of an Interest Rate Swap where that Interest Rate Swap Provider is the Defaulting Party; and Page 48  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (B) of any settlement amounts payable to the Currency Swap Provider in respect of the termination of a Currency Swap to the extent that the Currency Swap Provider is the Defaulting Party. Any amount applied pursuant to sub-paragraph (ii) above will be applied to the Liquidity Account, and any amount applied pursuant to sub-paragraph (i) and sub-paragraphs (iii) to (vi) (inclusive) above will be treated as Principal Collections on that Quarterly Payment Date, to the extent of that application and in the case of amounts paid under sub-paragraph (iv), (v) or (vi) will be paid on the Quarterly Payment Date following that Quarterly Determination Date. (c) (LIMIT) The Trustee shall only make a payment or allocation under any of sub-paragraphs (a)(i) to (a)(vi) (inclusive) or under (b)(i) to (b)(vi) (inclusive) if it is directed in writing to do so by the Manager and only to the extent that any Excess Available Income remains from which to make the payment after amounts with priority to that payment or allocation have been paid or allocated (as the case may be). 5.3 EXCESS DISTRIBUTIONS (a) The Trustee must at the written direction of the Manager pay any Excess Distribution for a Quarterly Collection Period to the Residual Income Beneficiary on the relevant Quarterly Payment Date. (b) The Trustee may not recover any Excess Distributions from the Residual Income Beneficiary once they are paid to the Residual Income Beneficiary except where there has been a manifest error in the relevant calculation of the Excess Distributions. 5.4 INITIAL PRINCIPAL DISTRIBUTIONS (a) Subject to paragraph (b), on each Monthly Payment Date and based on the calculations, instructions and directions provided to it by the Manager, the Trustee must pay or cause to be paid out of Principal Collections, in relation to the Monthly Collection Period ending immediately before that Monthly Payment Date, the following amounts in the following order of priority: (i) first, to allocate to Total Available Funds any Principal Draw calculated in accordance with clause 5.9; (ii) second, to retain in the Collection Account as a provision such amount as the Manager determines is appropriate to make for any anticipated shortfalls in payments under clause 5.1 on the following Monthly Payment Date; (iii) third, subject to clause 5.8(d), to repay any Redraws provided by the Approved Seller in relation to Purchased Receivables in accordance with clause 5.8 to the extent that it has not previously been reimbursed in relation to those Redraws; and (iv) fourth, to retain in the Collection Account as a provision to reimburse further Redraws an amount up to the Redraw Retention Amount for the next Monthly Collection Period. (b) The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(iv) (inclusive) if it is directed in writing to do so by the Manager and only to the extent that any Page 49  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Principal Collections remain from which to make the payment after amounts with priority to that payment have been paid. 5.5 PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE OR AFTER TRIGGER EVENT (a) Subject to paragraph (b), on each Monthly Payment Date prior to the Stepdown Date, or at any time if a Trigger Event is subsisting, and based on the calculations, instructions and directions provided to it by the Manager, the Trustee must pay or apply, or cause to be paid or applied, out of Principal Collections, in relation to the Monthly Collection Period ending immediately before that Monthly Payment Date, the following amounts in the following order of priority: (i) first, all the Initial Principal Distributions for that Monthly Collection Period; (ii) second, as a deposit to the Liquidity Reserve until amounts standing to the credit of the Liquidity Reserve equal to the then Liquidity Limit; (iii) third: (A) if that Monthly Payment Date is also a Quarterly Payment Date, pari passu and rateably between the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes: (1) as a payment to the Currency Swap Provider under the Class A-1 Currency Swap, of an amount equal to the lesser of: (a) the aggregate of: (i) the Class A-1 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (ii) the Class A-1 Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and (b) the A$ Equivalent of the aggregate Invested Amounts of all Class A-1 Notes on that Monthly Payment Date; (2) as a payment to the Currency Swap Provider under the Class A-2 Currency Swap, of an amount equal to the lesser of: (a) the aggregate of: (i) the Class A-2 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (ii) the Class A-2 Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and Page 50  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) the A$ Equivalent of the aggregate Invested Amounts of all Class A-2 Notes on that Monthly Payment Date; and (3) as a payment to the Class A-3 Noteholders, of an amount equal to the lesser of: (a) the Class A-3 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (b) the aggregate Invested Amount of all Class A-3 Notes on that Monthly Payment Date; or (B) if that Monthly Payment Date is not also a Quarterly Payment Date, pari passu and rateably between the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes: (1) an amount equal to the lesser of: (a) the Class A-1 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (b) the A$ Equivalent of the aggregate Notional Invested Amounts of all Class A-1 Notes on that Monthly Payment Date, to be retained in the Collection Account or invested in Authorised Investments as part of the Class A-1 Principal Carryover Amount; (2) an amount equal to the lesser of: (a) the Class A-2 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (b) the A$ Equivalent of the aggregate Notional Invested Amounts of all Class A-2 Notes on that Monthly Payment Date, to be retained in the Collection Account or invested in Authorised Investments as part of the Class A-2 Principal Carryover Amount; and (3) as a payment to the Class A-3 Noteholders of principal on the Class A-3 Notes, an amount equal to the lesser of: (a) the Class A-3 Proportion of the amount available for distribution under this sub-paragraph (iii) after all payments which have priority under this clause 5.5; and (b) the aggregate Invested Amounts of all Class A-3 Notes; Page 51  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iv) fourth, on each Quarterly Payment Date, as a payment to the Class B Noteholders of principal on the Class B Notes, of an amount equal to the lesser of: (A) the amount available for distribution under this sub-paragraph (iv) after all payments which have priority under this clause 5.5; and (B) the aggregate Invested Amounts of all Class B Notes on that Monthly Payment Date; (v) fifth, on each Quarterly Payment Date, as a payment to the Class C Noteholders of principal on the Class C Notes, of an amount equal to the lesser of: (A) the amount available for distribution under this sub-paragraph (v) after all payments which have priority under this clause 5.5; and (B) the aggregate Invested Amounts of all Class C Notes on that Monthly Payment Date; and (vi) sixth, on each Quarterly Payment Date, on the Business Day immediately following the date on which all Secured Moneys are fully and finally repaid, and only after payment of all amounts referred to in the preceding clauses, the Trustee first must pay remaining Principal Collections to the Approved Seller in reduction of the principal outstanding under the loan from the Approved Seller to the Trustee, if any, for the purchase of the housing loans, as a full and final settlement of the obligations of the Trustee under that loan and then (subject to clause 11.2) any remaining amounts to the Residual Income Beneficiary as a distribution of capital of the Trust. (b) The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(vi) inclusive if it is directed in writing to do so by the Manager and only to the extent that any Principal Collections remain from which to make the payment after amounts with priority to that payment have been paid. 5.6 PRINCIPAL DISTRIBUTIONS ON AND AFTER STEPDOWN DATE IF NO TRIGGER EVENT IS SUBSISTING (a) Subject to paragraph (b), on the Stepdown Date and on each Monthly Payment Date after the Stepdown Date, provided that no Trigger Event is subsisting, and based on the calculations, instructions and directions provided to it by the Manager, the Trustee must pay or apply or cause to be paid or applied out of Principal Collections, in relation to the Monthly Collection Period ending immediately before that Monthly Payment Date, the following amounts in the following order of priority: (i) first, all the Initial Principal Distributions for that Monthly Collection Period; (ii) second, as a deposit to the Liquidity Reserve until the amount standing to the credit of the Liquidity Reserve is equal to the then current Liquidity Limit; (iii) third: (A) if that Monthly Payment Date is also a Quarterly Payment Date, pari passu and rateably between the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes: Page 52  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (1) as a payment to the Currency Swap Provider under the Class A-1 Currency Swap, of an amount equal to the lesser of: (a) the aggregate of: (i) the Class A-1 Proportion of that Class A Principal Payment Amount; and (ii) the Class A-1 Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and (b) the A$ Equivalent of the aggregate Invested Amounts for all Class A-1 Notes on that Monthly Payment Date, which is thereafter to be applied as payments of principal on the Class A-1 Notes; (2) as a payment to the Currency Swap Provider under the Class A-2 Currency Swap, of an amount equal to the lesser of: (a) the aggregate of: (i) the Class A-2 Proportion of that Class A Principal Payment Amount; and (ii) the Class A-2 Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and (b) the A$ Equivalent of the aggregate Invested Amounts for all Class A-2 Notes on that Monthly Payment Date, which is thereafter to be applied as payments of principal on the Class A-2 Notes; and (3) as a payment to the Class A-3 Noteholders of principal on the Class A-3 Notes, of an amount equal to the lesser of: (a) the Class A-3 Proportion of that Class A Principal Payment Amount; and (b) the aggregate Invested Amounts of all Class A-3 Notes on that Monthly Payment Date; or (B) if that Monthly Payment Date is not also a Quarterly Payment Date, pari passu and rateably between the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes: (1) an amount equal to the lesser of: (a) the Class A-1 Proportion of that Class A Principal Payment Amount; and (b) the A$ Equivalent of the aggregate Notional Invested Amounts of all Class A-1 Notes on that Monthly Payment Date, Page 53  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- to be retained in the Collection Account or invested in Authorised Investments as part of the Class A-1 Principal Carryover Amount; (2) an amount equal to the lesser of: (a) the Class A-2 Proportion of that Class A Principal Payment Amount; and (b) the A$ Equivalent of the aggregate Notional Invested Amounts of all Class A-2 Notes on that Monthly Payment Date, to be retained in the Collection Account or invested in Authorised Investments as part of the Class A-2 Principal Carryover Amount; and (3) as a payment to the Class A-3 Noteholders of principal on the Class A-3 Notes, an amount equal to the lesser of: (a) the Class A-3 Proportion of that Class A Principal Payment Amount; and (b) the aggregate Invested Amounts of all Class A-3 Notes on that Monthly Payment Date; (iv) fourth: (A) if that Monthly Payment Date is also a Quarterly Payment Date, as a payment to the Class B Noteholders of principal on the Class B Notes of an amount equal to the lesser of: (1) the aggregate of: (a) the Class B Principal Payment Amount; and (b) the Class B Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and (2) the aggregate Invested Amounts of all Class B Notes on that Monthly Payment Date; or (B) if that Monthly Payment Date is not also a Quarterly Payment Date, an amount equal to the lesser of: (1) the Class B Principal Payment Amount; and (2) the aggregate Notional Invested Amounts of the Class B Notes on that Monthly Payment Date, to be retained in the Collection Account or invested in Authorised Investments as part of the Class B Principal Carryover Amount; Page 54  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (v) fifth: (A) if that Monthly Payment Date is also a Quarterly Payment Date, as a payment to the Class C Noteholders of principal on the Class C Notes, of an amount equal to the lesser of: (1) the aggregate of: (a) the Class C Principal Payment Amount; and (b) the Class C Principal Carryover Amount for the two immediately preceding Monthly Payment Dates; and (2) the aggregate Invested Amounts of all Class C Notes on that Monthly Payment Date; or (B) if that Monthly Payment Date is not also a Quarterly Payment Date, an amount equal to the lesser of: (1) the Class C Principal Payment Amount; and (2) the aggregate Notional Invested Amounts of all Class C Notes on that Monthly Payment Date, to be retained in the Collection Account or invested in Authorised Investments as part of the Class C Principal Carryover Amount; and (vi) sixth, on each Quarterly Payment Date, on the Business Day immediately following the date on which all Secured Moneys are fully and finally repaid, and only after payment of all amounts referred to in the preceding clauses, the Trustee first must pay remaining Principal Collections to the Approved Seller in reduction of the principal outstanding under the loan from the Approved Seller to the Trustee, if any, for the purchase of the housing loans, as a full and final settlement of the obligations of the Trustee under that loan and then (subject to clause 11.2) any remaining amounts to the Residual Income Beneficiary as a distribution of capital of the Trust. (b) The Trustee shall only make a payment under any of sub-paragraphs (a)(i) to (a)(vi) (inclusive) above if it is directed in writing to do so by the Manager and only to the extent that any Principal Collections remain from which to make the payment after amounts with priority to that payment have been paid. 5.7 FINAL MATURITY DATE On the Business Day immediately following the date on which all Secured Moneys (as defined in the Security Trust Deed) are fully and finally repaid, and only after payment of all amounts referred to in clauses 5.3, 5.4, 5.5(a) and 5.6(a), the Trustee must pay any Principal Collections which remain available: (a) first, to the Approved Seller in reduction of the Principal Outstanding (as defined in the Seller Loan Agreement) as a full and final settlement of the obligations of the Trustee under the Seller Loan Agreement; and (b) second, to the Residual Income Beneficiary as a distribution of capital of the Trust. Page 55  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 5.8 REDRAWS (a) The Approved Seller, after receiving confirmation that it may do so from the Manager, may make Redraws to Obligors under Purchased Receivables so that the then scheduled principal balance of those Purchased Receivables is not exceeded. (b) The Approved Seller will be reimbursed in relation to any Redraw for which it has not previously been reimbursed under clause 5.4. (c) On each Monthly Determination Date the Manager shall determine an amount, not exceeding 2% of the A$ Equivalent of the aggregate of the Invested Amounts of all Notes, which it reasonably anticipates will be required in the Monthly Collection Period in which that Monthly Determination Date occurs to fund further Redraws under Purchased Receivables in addition to any prepayments of principal that it anticipates will be received from Obligors during that Monthly Collection Period. That amount, from time to time, less amounts withdrawn or deposited as described in this clause 5.8, is called the REDRAW RETENTION AMOUNT. The Manager shall on the day of such determination advise the Trustee of the amount so determined. (d) In addition to the Approved Seller's right of reimbursement under clause 5.8(b), the Trustee shall on each Business Day it receives a direction from the Manager to do so, reimburse the Approved Seller for Redraws made on or before that Business Day for which it has not received reimbursement but only to the extent of the Redraw Retention Amount for that Monthly Collection Period to the extent it has been funded under clause 5.4(a)(iv). 5.9 DETERMINATION DATE - PAYMENT SHORTFALL If the Manager determines on any Monthly Determination Date that there is a Payment Shortfall for the relevant Monthly Collection Period, the Manager must direct the Trustee to pay out of Principal Collections, as a principal payment under clause 5.4, an amount (the PRINCIPAL DRAW) equal to the lesser of: (a) the Payment Shortfall; and (b) the amount of Principal Collections available for distribution on the Monthly Payment Date following that Monthly Determination Date. 5.10 LIQUIDITY DRAWS (a) The Manager, on behalf of the Trustee, shall, by no later than the Closing Date, establish an Australian dollar account with an Approved Bank (the LIQUIDITY ACCOUNT) to which amounts may be credited, or from which amounts may be drawn, under this Supplementary Terms Notice. (b) If the Manager determines on any Monthly Determination Date that, after having made a Principal Draw, the relevant Payment Shortfall will not be fully met (the remaining shortfall being a LIQUIDITY SHORTFALL), the Manager must direct the Trustee to apply from the Liquidity Account an amount (the LIQUIDITY DRAW) on or before the Monthly Payment Date following that Monthly Determination Date equal to the lesser of: (i) the Liquidity Shortfall; and (ii) the Liquidity Reserve. Page 56  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Trustee must, if so directed by the Manager, make that Liquidity Draw and have the proceeds of the Liquidity Draw deposited or transferred into the Collection Account on or before the relevant Monthly Payment Date. The Manager must deal with the amount so deposited in accordance with this clause 5. 5.11 ALLOCATING LIQUIDATION LOSSES On each Monthly Determination Date, the Manager must determine, in relation to the aggregate of all Liquidation Losses arising during that Monthly Collection Period: (a) the amount of those Liquidation Losses which is attributable to interest, fees and expenses in relation to the relevant Purchased Receivables (FINANCE CHARGE LOSS); and (b) the amount of those Liquidation Losses which is attributable to principal in relation to the relevant Purchased Receivables (PRINCIPAL LOSS), on the basis that all Liquidation Proceeds actually received by or on behalf of the Trustee in relation to a Purchased Receivable are applied first against interest, fees and other Enforcement Expenses (other than Property Restoration Expenses) relating to that Purchased Receivable, and then against the Housing Loan Principal and Property Restoration Expenses relating to that Purchased Receivable. 5.12 INSURANCE CLAIMS (a) If, on any Monthly Determination Date, the Manager determines that there has been a Liquidation Loss in relation to a Purchased Receivable during the immediately preceding Monthly Collection Period, the Manager shall direct the Servicer (if the Servicer has not already done so), promptly, and in any event so that the claim is made within the time limit specified in the relevant Mortgage Insurance Policy for that Purchased Receivable without the amount of the claim becoming liable to be reduced by reason of delay, to make a claim under the relevant Mortgage Insurance Policy. (b) Upon receipt of any amount under or in respect of a Mortgage Insurance Policy in payment of a claim referred to in paragraph (a), the Manager must determine which part of the amount is attributable to interest, fees and other amounts in the nature of income, and which part of that amount is attributable to principal. 5.13 PAYMENTS BEFORE PAYMENT DATE (a) Subject to the Transaction Documents, by no later than 4:00 pm (Sydney time) on the Remittance Date for a Collection Period, the Manager must deposit or use its best endeavours to procure that the Servicer deposits, in the Collection Account all Available Income and Principal Collections for that Collection Period to the extent received on or before that date. (b) The Manager must direct the Trustee to: (i) apply amounts credited to the Collection Account in making payments in discharge of the Trustee's obligations under this clause 5; and (ii) make the applications and reinstatements required or contemplated by this clause 5, Page 57  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- in each case, under and in accordance with this clause 5. 5.14 CHARGE OFFS If the Principal Charge Offs for any Monthly Collection Period exceed the Excess Available Income calculated on the Monthly Determination Date for that Monthly Collection Period, the Manager must, on and with effect from the Monthly Payment Date immediately following the end of the Monthly Collection Period: (a) reduce pari passu and rateably as between themselves the Notional Stated Amount of each of the Class C Notes by the amount of that excess which is attributable to each Class C Note until the Notional Stated Amount of that Class C Note is zero (CLASS C CHARGE OFFS); and (b) if the Notional Stated Amount of the Class C Notes is zero and any amount of that excess has not been applied under paragraph (a), reduce pari passu and rateably as between themselves the Notional Stated Amount of each of the Class B Notes by the amount of that excess which is attributable to each Class B Note until the Notional Stated Amount of that Class B Note is zero (CLASS B CHARGE OFFS); and (c) if both the Notional Stated Amount of the Class C Notes and the Notional Stated Amount of the Class B Notes are zero and any amount of that excess has not been applied under paragraph (b), reduce pari passu and rateably as between each of the Class A Notes (based on, in the case of the Class A-1 Notes, the A$ Equivalent of the Notional Stated Amount of the Class A-1 Notes, in the case of the Class A-2 Notes, the A$ Equivalent of the Notional Stated Amount of the Class A-2 Notes and, in the case of the Class A-3 Notes, the Stated Amount of the Class A-3 Notes), the Notional Stated Amount of each Class A-1 Note by the US$ Equivalent of the amount of that excess which is so attributable to that Class A-1 Note, the Notional Stated Amount of each Class A-2 Note by the Euro Equivalent of the amount of that excess which is so attributable to that Class A-2 Note and the Stated Amount of each Class A-3 Note, until the Notional Stated Amount of each Class A Note is zero (CLASS A CHARGE OFFS), provided, however, that with respect to paragraphs (a) to (c) above, amounts by which the Class A-1 Notes, the Class A-2 Notes; the Class B Notes and the Class C Notes are to be reduced, will be aggregated on each such Monthly Payment Date which is not also a Quarterly Payment Date until the next Quarterly Payment Date and such aggregate amount for such Class of Notes, together with any excess amount to be reduced from the Stated Amount of such Class of Notes, with respect to the Monthly Collection Period immediately preceding the Quarterly Payment Date, will be applied to reduce the Stated Amount of such Class of Notes pursuant to paragraphs (a) to (c) above. In the case of Class A-3 Notes, such reduction will occur on the relevant Monthly Payment Date. 5.15 PAYMENTS INTO US$ ACCOUNT (a) The Trustee shall direct the Currency Swap Provider to pay all amounts denominated in US$ payable to the Trustee by the Currency Swap Provider under the Class A-1 Currency Swap into the US$ Account or to the Principal Paying Agent under the Agency Agreement on behalf of the Trustee. Page 58  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) If any of the Trustee, the Manager or the Servicer receives any amount denominated in US$ from the Currency Swap Provider under the Class A-1 Currency Swap they will promptly pay that amount to the credit of the US$ Account. 5.16 PAYMENTS OUT OF US$ ACCOUNT (a) The Trustee shall, on the direction of the Manager, or shall require that the Principal Paying Agent on its behalf, pay all amounts credited to the US$ Account as follows and in accordance with the Note Trust Deed and the Agency Agreement. (b) All amounts credited to the US$ Account by the Currency Swap Provider in relation to a payment by the Trustee in no order of priority: (i) under clauses 5.1(c)(v)(A) and 5.1(c)(vi), will be paid pari passu in relation to Class A-1 Notes as payments of Class A Interest on those Class A-1 Notes; (ii) under clause 5.2(a)(iv)(A), will be paid pari passu in relation to Class A-1 Notes in or towards reinstating the Stated Amount of those Class A-1 Notes, to the extent of the Carryover Class A Charge Offs in respect of the Class A-1 Notes; and (iii) amounts credited under clauses 5.5(a)(iii)(A)(1) and 5.6(a)(iii)(A)(1), pari passu to Class A-1 Noteholders as Class A Principal Payments on the Class A-1 Notes until the Invested Amounts of the Class A-1 Notes have been reduced to zero. 5.17 PAYMENTS INTO EURO ACCOUNT (a) The Trustee shall direct the Currency Swap Provider to pay all amounts denominated in Euros payable to the Trustee by the Currency Swap Provider under the Class A-2 Currency Swap into the Euro Account or to the Euro Paying Agent under the Agency Agreement on behalf of the Trustee. (b) If any of the Trustee, the Manager or the Servicer receives any amount denominated in Euros from the Currency Swap Provider under the Currency Swap they will promptly pay that amount to the credit of the Euro Account. 5.18 PAYMENTS OUT OF EURO ACCOUNT (a) The Trustee shall, on the direction of the Manager, or shall require that the Euro Paying Agent on its behalf, pay (on each Quarterly Payment Date) all amounts credited to the Euro Account as follows and in accordance with the Note Trust Deed and the Agency Agreement. (b) All amounts credited to the Euro Account by the Currency Swap Provider in relation to a payment by the Trustee in no order of priority: (i) under clauses 5.1(c)(v)(B) and 5.1(c)(vi), will be paid pari passu in relation to Class A-2 Notes as payments of Class A Interest on those Class A-2 Notes; (ii) under clause 5.2(b)(iv)(B), will be paid pari passu in relation to Class A-2 Notes in or towards reinstating the Stated Amount of those Class A-2 Notes, to the extent of the Carryover Class A Charge Offs in respect of the Class A-2 Notes; and Page 59  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) payment of amounts credited under clauses 5.5(a)(iii)(A)(2) and 5.6(a)(iii)(A)(2), pari passu to Class A-2 Noteholders as Class A Principal Payments on the Class A-2 Notes until the Invested Amounts of the Class A-2 Notes have been reduced to zero. 5.19 ROUNDING OF AMOUNTS In making the calculations required or contemplated by this clause 5, the Manager shall round calculations to four decimal places, except that all monetary amounts shall be rounded down to the nearest cent or as otherwise required in this Supplementary Terms Notice. 5.20 MANAGER'S REPORT The Manager will provide to the Trustee, the Note Trustee and the Designated Rating Agencies, the Manager's Report for a Collection Period no later than 4pm (Sydney time) on the Monthly Payment Date following that Collection Period. 5.21 PAYMENT PRIORITIES FOLLOWING AN EVENT OF DEFAULT: SECURITY TRUST DEED (a) The proceeds from the enforcement of the Charge over the Mortgaged Property (each as defined in the Security Trust Deed) are to be applied in the following order of priority, subject to any other priority which may be required by statute or law: (i) first, to pay (pari passu and rateably): (A) any Expenses then due and unpaid with respect to the Trust, to the extent not dealt within another sub-paragraph of this clause 5.21(a); (B) any unpaid fees due to St.George as standby basis swap provider under the Basis Swap; (C) any unpaid fees due to St.George as standby interest rate swap provider under any Interest Rate Swap; and (D) the Receiver's remuneration; (ii) second, to pay all costs, charges, expenses and disbursements properly incurred in the exercise of any Power (as defined in the Security Trust Deed) by the Security Trustee, the Note Trustee, a Receiver or an Attorney or other amounts payable to the Security Trustee or the Note Trustee under the Security Trust Deed; (iii) third, to pay any unpaid Accrued Interest Adjustment due to the Approved Seller; (iv) fourth, to pay to each Swap Provider under each Interest Rate Swap any Break Payments, with respect to a Purchased Receivable to which that Interest Rate Swap relates, received by or on behalf of the Trustee from a Borrower or any Mortgage Insurer and which have not previously been paid to those Swap Providers; (v) fifth, to pay (pari passu and rateably): (A) all Secured Moneys owing to the Support Facility Providers (other than the Currency Swap Provider), other than any Break Costs in respect of the termination of an Interest Rate Swap arising where the relevant Interest Rate Swap Provider is the Defaulting Party; Page 60  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (B) subject to paragraph (f) below, all Secured Moneys owing to the Class A Noteholders (as at the date of payment); (C) all Secured Moneys owing in relation to any Redraws made by the Approved Seller for which it has not been reimbursed under the Trust Documents; and (D) subject to sub-paragraph (x), all Secured Moneys owing to the Currency Swap Provider specified in the Class A-1 Currency Swap (but without double counting with payments under sub-paragraph (ii) or (v)(B)); (E) subject to sub-paragraph (x), all Secured Moneys owing to the Currency Swap Provider specified in the Class A-2 Currency Swap (but without double counting with payments under sub-paragraph (ii) or (v)(B)); (vi) sixth, to pay (pari passu and rateably), fees due to the Trustee and the Security Trustee, respectively; (vii) seventh, subject to paragraph (f) below, to pay (pari passu) all Secured Moneys owing to the Class B Noteholders (as at the date of payment); (viii) eighth, subject to paragraph (f) below, to pay (pari passu) all Secured Moneys owing to the Class C Noteholders (as at the date of payment); (ix) ninth, to pay (pari passu and rateably) any amounts not covered above owing to any Mortgagee under any Transaction Document; (x) tenth, to pay (pari passu and rateably): (A) any Break Costs payable to each Interest Rate Swap Provider in respect of the termination of an Interest Rate Swap where that Interest Rate Swap Provider is the Defaulting Party; and (B) any settlement amounts payable to the Currency Swap Provider in respect of the termination of a Currency Swap to the extent that the Currency Swap Provider is the Defaulting Party, (xi) eleventh, to pay the holder of any subsequent Security Interest over Trust Assets of which the Security Trustee has notice of the amount properly secured by the Security Interest; and (xii) twelfth, to pay any surplus to the Trustee to be paid in accordance with the Master Trust Deed and the Supplementary Terms Notice. (b) The surplus will not carry interest. If the Security Trustee or a Receiver, Mortgagee or Attorney pays the surplus to the credit of an account in the name of the Trustee with any bank carrying on business in Australia, the Security Trustee, Receiver, Mortgagee or Attorney (as the case may be) will be under no further liability in respect of it. (c) For the purposes of determining the pro rata entitlements of Class A Noteholders to amounts available for distribution under paragraph (a) (but without limiting the amounts actually available to be converted to the relevant currency at any time, or to be applied towards paying Class A Noteholders under paragraph (a)), the A$ Equivalent of the US$ Page 61  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- denominated principal amount owed to the Class A-1 Noteholders will be determined by the Manager and notified to the Trustee as being the A$ amount equal to: (i) if the Currency Swap is then in full force and effect, the A$ Exchange Rate multiplied by the aggregate Secured Moneys (in US$) of the Class A-1 Notes; or (ii) if the Currency Swap is not then in full force and effect, the spot rate of exchange advised to the Security Trustee by the Manager which is used for calculation of amounts payable on the occurrence of an Early Termination Date under the Currency Swap (as defined in that Currency Swap) multiplied by the aggregate Secured Moneys (in US$) of the Class A-1 Notes. (d) For the purposes of determining the pro rata entitlements of Class A Noteholders to amounts available for distribution under paragraph (a) (but without limiting the amounts actually available to be converted to the relevant currency at any time, or to be applied towards paying Class A Noteholders under paragraph (a)), the A$ Equivalent of the Euro denominated principal amount owed to the Class A-2 Noteholders will be determined by the Manager and notified to the Trustee as being the A$ amount equal to: (i) if the Currency Swap is then in full force and effect, the A$ Exchange Rate multiplied by the aggregate Secured Moneys (in Euros) of the Class A-2 Notes; or (ii) if the Currency Swap is not then in full force and effect, the spot rate of exchange advised to the Security Trustee by the Manager which is used for calculation of amounts payable on the occurrence of an Early Termination Date under the relevant Currency Swap (as defined in that Currency Swap) multiplied by the aggregate Secured Moneys (in Euros) of the Class A-2 Notes. (e) Any amount to be paid to a Class of Noteholders must be made in A$, US$ or Euros as applicable, based on the respective entitlements calculated under paragraph (c) or (d) (as the case may be). All amounts held in A$ must, to the extent required to be converted to the relevant currency after the Currency Swap has terminated, be converted to the relevant currency at the available spot rate of exchange for acquiring that currency in the spot foreign exchange market as at the time of conversion, provided that if, following that conversion and based on their respective entitlements, any Class of Noteholders would be entitled to an amount greater than their Secured Moneys as at the relevant date of payment, the excess is to be applied (in the applicable currency) towards payment of the Secured Moneys of Mortgagees who rank equally within that Class of Noteholders. (f) Notwithstanding paragraph (a), any moneys allocated to the Collection Account on a Monthly Payment Date which is not a Quarterly Payment Date (and which moneys have not subsequently been distributed on a Quarterly Payment Date) under: (i) clause 5.1(a)(v)(A) (including by reason of clause 5.1(a)(vi)), clause 5.2(a)(iv)(A), clause 5.5(a)(iii)(B)(1) or clause 5.6(a)(iii)(B)(1) is payable to, or to the Currency Swap Provider on behalf of, the Class A-1 Noteholders; (ii) clause 5.1(a)(v)(B) (including by reason of clause 5.1(a)(vi)), clause 5.2(a)(iv)(B), clause 5.5(a)(iii)(B)(2) or clause 5.6(a)(iii)(B)(2) is payable to, or to the Currency Swap Provider on behalf of, the Class A-2 Noteholders; Page 62  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) clause 5.1(a)(vii), clause 5.1(a)(viii), clause 5.2(a)(v) or clause 5.6(a)(iv)(B) is payable to the Class B Noteholders; and (iv) clause 5.1(a)(ix), clause 5.1(a)(x), clause 5.2(a)(vi) or clause 5.6(a)(v)(B) is payable to the Class C Noteholders, and for no other purpose. 5.22 PRESCRIPTION Despite any other provision of this Supplementary Terms Notice and the Master Trust Deed, Condition 8 of the Offshore Notes applies to all amounts payable in relation to any Offshore Note. 5.23 ACCOUNTING PROCEDURES: PRINCIPAL & INTEREST To facilitate the implementation of this Cashflow Allocation Methodology, the Manager will keep accounting records in accordance with the Transaction Documents and will keep separate ledgers, including a "Principal Account", "Income Account" and "Cash Account", into which credit and debit entries will be made to record receipts and payments of principal, income or amounts unallocated at the relevant time. 5.24 REPLACEMENT OF CURRENCY SWAP (a) If a Currency Swap is terminated, the Trustee must, at the direction of the Manager, enter into one or more currency swaps which replace that Currency Swap (other than by way of transfer under section 6(b) of that Currency Swap) (collectively a REPLACEMENT CURRENCY SWAP) but only on the condition: (i) that the Settlement Amount (as defined in that Currency Swap), if any, which is payable by the Trustee to that Currency Swap Provider on termination of that Currency Swap will be paid in full when due in accordance with this Supplementary Terms Notice and that Currency Swap; (ii) the ratings assigned to the Notes are not adversely affected; and (iii) the liability of the Trustee under that Replacement Currency Swap is limited to at least the same extent that its liability is limited under that Currency Swap. (b) If the condition in paragraph (a) is satisfied, the Trustee must at the direction of the Manager enter into the Replacement Currency Swap and if it does so it must direct the provider of the Replacement Currency Swap (the REPLACEMENT SWAP PROVIDER) to pay any upfront premium to enter into the Replacement Currency Swap due to the Trustee directly to the Currency Swap Provider in satisfaction of and to the extent of the Trustee's obligation to pay the Settlement Amount to the Currency Swap Provider as referred to in paragraph (a). If the Settlement Amount (if any) is payable by the Currency Swap Provider to the Trustee, the Manager shall direct the Currency Swap Provider to pay such amount direct to the Replacement Currency Swap Provider in satisfaction of any upfront premium to enter into the Replacement Currency Swap. Where the upfront premium payable upon entry into the Replacement Currency Swap is: (i) payable by the Trustee to the Replacement Swap Provider, then the: Page 63  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (A) excess of the Settlement Amount over the upfront premium will be included as Available Income for the relevant Collection Period; and (B) excess of the upfront premium payable over the Settlement Amount will be satisfied by the Trustee as a TRUST EXPENSE; and (ii) payable by the Replacement Swap Provider to the Trustee, then the: (A) excess of the Settlement Amount over the upfront premium will be satisfied by the Trustee as a Trust Expense; and (B) excess of the upfront premium over the Settlement Amount will be included as Available Income for the relevant Collection Period. 5.25 NOTICE OF CALCULATIONS The calculations outlined in this clause 5, or required to be made by the Manager under any Condition, must be made by the Manager and notified to the Trustee on each Monthly Determination Date. The Manager must also notify the Trustee of all details of payments which are to be made by or on behalf of the Trustee on each Payment Date. The Manager must also notify the Currency Swap Provider of all payments which are to be made by or on behalf of the Trustee on each Quarterly Payment Date under clauses 5.1(c)(v)(A), 5.1(c)(v)(B), 5.1(c)(vi), 5.2(b)(iv)(A), 5.2(b)(iv)(B), 5.5(a)(iii)(A) and 5.6(a)(iii)(A) on each relevant Quarterly Determination Date. In the absence of manifest error, each of the Trustee and the Currency Swap Provider is entitled to rely conclusively on (and will rely on) the Manager's calculations and notifications and is not required to (and it will not) investigate the accuracy of them. 5.26 BOND FACTORS (a) On each Monthly Determination Date, the Manager will, in respect of the Monthly Collection Period ending before that Monthly Determination Date, calculate or otherwise ascertain the relevant Class A Bond Factors, the Class B Bond Factor and the Class C Bond Factor. (b) The Manager shall notify all Noteholders, the Principal Paying Agent, the Euro Paying Agent, the Note Trustee and the Calculation Agent as soon as practicable after (and in any event by not later than the Monthly Payment Date immediately following) the relevant Monthly Determination Date of the relevant Class A Bond Factors, the Class B Bond Factor and the Class C Bond Factor. 5.27 LOAN OFFSET INTEREST On each Monthly Determination Date, the Approved Seller shall pay to the Trustee an amount equal to all Loan Offset Interest Amounts for the Monthly Collection Period immediately preceding that Monthly Determination Date. Page 64  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 6. MASTER TRUST DEED AND SERVICING AGREEMENT 6.1 COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED (a) (MANAGER FEE) For the purpose of clause 15 of the Master Trust Deed, the fee payable to the Manager in respect of the Trust for each Monthly Collection Period (but in the case of the first Monthly Collection Period, calculated from the Closing Date rather than the Cut-Off Date) will be an amount calculated: (i) on the aggregate Housing Loan Principal of the Purchased Receivables on the first day of that Monthly Collection Period; (ii) at the rate of 0.09% per annum or as otherwise agreed by the Manager and the Trustee from time to time; and (iii) on the actual number of days in the Monthly Collection Period divided by 365 days, and shall accrue due from day to day. That fee is payable in Australian dollars. (b) (TRUSTEE'S FEE AND SECURITY TRUSTEE'S FEE) (i) For the purpose of clause 19.1 of the Master Trust Deed and clause 11.2 of the Security Trust Deed, the combined fee payable to the Trustee and the Security Trustee in respect of the Trust for each Monthly Collection Period (but in the case of the first Monthly Collection Period, calculated from the Closing Date rather than the Cut-Off Date) will be an amount calculated: (A) on the aggregate Housing Loan Principal of the Purchased Receivables on the first day of that Monthly Collection Period; (B) at the rate agreed by the Manager, the Trustee and the Security Trustee in writing from time to time; and (C) on the actual number of days in the Monthly Collection Period divided by 365 days, and shall accrue due from day to day. That fee is payable in Australian dollars. (ii) If the Trustee or the Security Trustee (as the case may be) is required at any time to undertake duties which relate to the enforcement of the terms of any Transaction Document by the Trustee or Security Trustee (as the case may be) upon a default by any other party under the terms of that Transaction Document, the Trustee or Security Trustee (as the case may be) is entitled to such additional remuneration as may be agreed between the Trustee or the Security Trustee (as the case may be) and the Manager or, failing agreement, such amount as is determined by a merchant bank (acting as an expert and not as an arbitrator) selected by the Trustee or the Security Trustee (as the case may be). The determination of such merchant bank shall be conclusive and binding on the Manager and the Trustee or the Security Trustee (as the case may be) so far as the law allows. Page 65  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (c) (SERVICING FEE) For the purpose of clause 6.1 of the Servicing Agreement, the fee payable to the Servicer in respect of the Trust for each Monthly Collection Period (but in the case of the first Monthly Collection Period, calculated from the Closing Date rather than the Cut-Off Date) will be an amount calculated: (i) on the aggregate Housing Loan Principal of the Purchased Receivables on the first day of that Monthly Collection Period; (ii) at the rate of 0.30% per annum or as otherwise agreed by the Manager, the Trustee and the Servicer from time to time; and (iii) on the actual number of days in the Monthly Collection Period divided by 365 days, or as otherwise agreed by the Trustee, the Manager and the Servicer. That fee shall accrue due from day to day. That fee is payable in Australian dollars. (d) (CUSTODIAN FEE) For the purpose of clause 6.1 of the Custodian Agreement, the fee payable to the Custodian in respect of the Trust for each Monthly Collection Period (but in the case of the first Monthly Collection Period, calculated from the Closing Date rather than the Cut-Off Date) will be an amount calculated: (i) on the aggregate Housing Loan Principal of the Purchased Receivables on the first day of that Monthly Collection Period; (ii) at the rate of 0.015% per annum or as otherwise agreed by the Manager, the Trustee and the Custodian from time to time; and (iii) on the actual number of days in the Monthly Collection Period divided by 365 days, or as otherwise agreed by the Trustee, the Manager and the Custodian. That fee shall accrue due from day to day. That fee is payable in Australian dollars. (e) (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.1(b)(i)(B), none of the above fees in this clause 6.1 are to be increased by reference to any applicable goods and services tax unless: (i) the Trustee, the Manager and the recipient of the relevant fee agree (that agreement not to be unreasonably withheld); and (ii) each Designated Rating Agency has confirmed that the increase will not result in the downgrading or withdrawal of the rating of any Notes. (f) (AMENDMENT TO THE CUSTODIAN AGREEMENT) Clause 3.1(b) of the Custodian Agreement is amended, for the purpose of the Trust only, by deleting that clause and replacing it with the following clause 3.1(b): "(IDENTIFY AND KEEP SEPARATE) ensure that each Relevant Document is capable of identification as an asset of that Trust and is kept in a Security Vault, separate from other Page 66  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- documents held by the Custodian for other persons (although they may be held in the same Security Vault as Relevant Documents for another Trust)." (g) (NOTIFICATION) The Trust Manager must notify each Designated Rating Agency of any change to the Custodian Fee, Security Trustee's Fee, Servicing Fee, Trustee's Fee, Manager's Fee, Note Trustee's fee or any other fee payable by the Trustee to any person. 6.2 AMENDMENTS TO MASTER TRUST DEED The Master Trust Deed is amended for the purpose of the Trust as follows: (a) CLAUSE 1.1 - ACCOUNTS The definition of ACCOUNTS in clause 1.1 of the Master Trust Deed is deleted and replaced with the following definition: "ACCOUNTS means accounts prepared in accordance with clause 23.3." (b) CLAUSE 1.1 - AUTHORISED INVESTMENT For the purposes of the definition of AUTHORISED INVESTMENT in clause 1.1 of the Master Trust Deed: (i) each of the investments in paragraphs (b), (d), (e), (f), (g), (h), (i) and (j) of that definition must have a rating of AAA (long term) or A-1+ (short term) (as the case may be) from S&P, a rating of Aaa (long term) or P-1 (short term) (as the case may be) from Moody's and a rating of AAA (long term) or F1+ (short term) (as the case may be) from Fitch Ratings to be an AUTHORISED INVESTMENT for the Trust; (ii) each of the investments in paragraphs (b) and (d)-(j) inclusive of that definition must mature no later than the next Quarterly Payment Date following its acquisition; (iii) each investment must be denominated in A$; (iv) each investment must be of a type which does not adversely affect the 50% risk weighting attributed to the Notes by the Bank of England (as to which the Trustee may rely on external advice); (v) each investment must be held by, or in the name of the Trustee or its nominee; (vi) sub-paragraph (i) is deleted and replaced with the following securities which are "mortgage-backed securities" within the meaning of each of the Duties Act, 1997 of New South Wales and the Duties Act, 2000 of Victoria, the Duties Act, 2001 of Queensland and the Duties Act, 1999 of the Australian Capital Territory (if applicable). (vii) sub-paragraph (j) is deleted and replaced with the following: any other assets of a class of assets that are: (A) included within the definition "pool of mortgages" under the DUTIES ACT 1997 of New South Wales; (B) included within the definition of "pool of mortgages" under the DUTIES ACT 2000 of Victoria; Page 67  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (C) included within the definition "pool of mortgages" under the DUTIES ACT 2001 of Queensland; and (D) included within the definition "pool of mortgages" (if applicable) under the DUTIES ACT 1999 of the Australian Capital Territory. (viii) the reference to STAMP DUTIES ACT, 1920 in the last paragraph of that definition is deleted and replaced with DUTIES ACT, 1997 and the reference to STAMPS ACT, 1958 in that paragraph is deleted and replaced with DUTIES ACT, 2000. (c) CLAUSE 1.1 - AUTHORISED SIGNATORY The definition of Authorised Signatory is deleted and replaced with the following: AUTHORISED SIGNATORY in relation to any corporation means any person from time to time certified in writing by two directors of the corporation (or, in the case of the Trustee, by any divisional manager) to be an authorised signatory of the corporation, whose signature appears on such certificate and which signature is certified thereon by such directors (or such divisional manager) to be that person's signature (and, in the case of the Trustee or the Security Trustee (as the case may be), also includes any officer of the Trustee or the Security Trustee (as the case may be) who has the word "manager", "head of", "group executive" or "counsel" in their title). (d) CLAUSE 1.1 - CEDEL BANK (i) The definition of Cedel Bank is deleted and the following definition inserted: CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme. (ii) Each reference to "Cedel Bank" in: (A) paragraph (u) of the definition of EXPENSES in clause 1.1; and (B) the definition of NOTEHOLDERS in clause 1.1, is deleted and replaced with the words Clearstream, Luxembourg. (e) CLAUSE 1.1 - EUROCLEAR The definition of Euroclear is deleted and the following definition inserted: EUROCLEAR means Euroclear Bank S.A./N.V. (f) CLAUSE 1.1 - EXPENSES For the purposes of the definition of EXPENSES in clause 1.1 of the Master Trust Deed, a new paragraph (w) is inserted as follows and the existing paragraph (w) becomes paragraph (x). (w) any fees and expenses payable to the ASX or any other Stock Exchange, or DTC, Euroclear or Clearstream, Luxembourg, from time to time by the Trustee; Page 68  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (g) CLAUSE 1.1 - EXTRAORDINARY RESOLUTION For the purposes of the definition of EXTRAORDINARY RESOLUTION in clause 1.1 of the Master Trust Deed, that definition is deleted and the following definition is inserted. EXTRAORDINARY RESOLUTION means, in relation to: (a) any Class of A$ Noteholders subject to the provisions of the Security Trust Deed: (i) a resolution passed at a meeting of that Class of A$ Noteholders duly convened and held in accordance with the provisions contained in clause 29 of this Master Trust Deed by a majority consisting of not less than 75% of the votes able to be cast by the relevant Noteholders (cast by show of hands or poll, as the case may be); or (ii) a resolution in writing under clause 29 of this Master Trust Deed signed by all Noteholders in the relevant Class of Noteholders; (b) all Noteholders means, subject to the provisions of the Security Trust Deed a resolution passed, in a meeting of all A$ Noteholders duly convened and held in accordance with the provisions contained in clause 29 of this Master Trust Deed and in a meeting of Offshore Noteholders in accordance with the Note Trust Deed, by majority consisting of not less than 75% calculated as follows: A+E-U ----- T Where: A = the US$ Equivalent of the aggregate Invested Amount of all A$ Notes held by A$ Noteholders who voted in favour of the resolution; E = the US$ Equivalent of the aggregate Invested Amount of the Class A-2 Notes held by Class A-2 Noteholders who voted in favour of the resolution; U = the aggregate Invested Amount of the Class A-1 Notes of the Class A-1 Notes held by Class A-1 Noteholders who voted in favour of the resolution T = the US$ Equivalent of the aggregate of the Invested Amounts of all Class A Notes at the relevant time. (c) all Class A Noteholders means, subject to the provisions of the Security Trust Deed a resolution passed, in a meeting of all Class A-1 Noteholders and all Class A-2 Noteholders duly convened and held in accordance with the Note Trust Deed and in a meeting of Class A-3 Noteholders held in accordance with the provisions contained in clause Page 69  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 29 of this Master Trust Deed, by majority consisting of not less than 75% calculated as follows: A+E-U ----- T Where: A = the US$ Equivalent of the aggregate Invested Amount of all Class A-3 Notes held by Class A-3 Noteholders who voted in favour of the resolution E = the US$ Equivalent of the aggregate Invested Amount of the Class A-2 Notes held by Class A-2 Noteholders who voted in favour of the resolution U = the aggregate Invested Amount of the Class A-1 Notes held by Class A-1 Noteholders who voted in favour of the resolution; T = the US$ Equivalent of the aggregate of the Invested Amounts of all Class A Notes at the relevant time. (d) all Offshore Noteholders or a Class of Offshore Noteholders, has the meaning given in the Note Trust Deed; and (e) the Voting Mortgagees means, subject to the provisions of the Security Trust Deed; (i) where the Note Trustee is the only Voting Mortgagee, a resolution of the Note Trustee alone; or (ii) otherwise, in relation to the Voting Mortgagees; (A) a resolution passed at a meeting of the Voting Mortgagees duly covered and held in accordance with the provisions contained in the Security Trustee Deed by a majority consisting of not less than 75% of the votes capable of being cast at that meeting by Voting Mortgagees present in person or by proxy; or (B) a resolution in writing pursuant to the Security Trust Deed signed by all the Voting Mortgagees. (h) CLAUSE 1.1 - FITCH IBCA The definition of Fitch IBCA is deleted and the following definition inserted: FITCH RATINGS means Fitch Australia Pty Ltd (ACN 081 339 184). (i) CLAUSE 1.1 - INSOLVENCY EVENT Page 70  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- For the purposes of the definition of Insolvency Event is amended by deleting the first paragraph and replacing it with the following: INSOLVENCY EVENT in relation to the Trustee (in its personal capacity or as trustee of a Trust), the Manager, the Custodian, an Approved Seller, the Servicer or any other person (each a relevant corporation) means the happening of any of the following events: (j) CLAUSE 1.1 - DEFINITIONS For the purpose of the Trust, the following new definitions are inserted, in alphabetical order, in clause 1.1 of the Master Trust Deed: APPLICATION FOR NOTES means an application for A$ Notes in the form of schedule 2 to the Supplementary Terms Notice or in such other form as may from time to time be agreed between the Trustee and the Manager. ASX means ASX Limited. AUSTRACLEAR means Austraclear Limited. AUSTRACLEAR REGULATIONS means the regulations published by Austraclear. AUSTRACLEAR SYSTEM means the System as defined in the Austraclear Regulations. MARKED NOTE TRANSFER means a Note Transfer marked as in accordance with clause 7.15 of this Master Trust Deed. NOTE ACKNOWLEDGEMENT means an acknowledgement of the registration of a person as the holder of an A$ Note in the form set out in schedule 3 to the relevant Supplementary Terms Notice or in such other form as may from time to time be agreed between the Trustee and the Manager. NOTE TRANSFER means a transfer and acceptance of A$ Notes materially in the form of schedule 4 to the relevant Supplementary Terms Notice or in such other form as may from time to time be agreed between the Trustee and the Manager. OFFSET ARRANGEMENT means any agreement or arrangement between the Approved Seller and a borrower under which the amount of interest which would (but for such agreement or arrangement) have been payable under or in respect of a Loan is reduced by reference to any credit balance on any savings or cheque account in the name of a borrower (whether alone or jointly with another person) which is kept with the Seller. REGISTER means in relation to a Trust, the register required to be maintained in accordance with clause 28 of this Master Trust Deed. REPRESENTATIVE means: (i) in the case of any A$ Noteholder, a person appointed as a proxy for that Noteholder under clause 29.9; and (ii) without limiting the generality of paragraph (a), in the case of an A$ Noteholder which is a body corporate, a person appointed under clause 29.10 by that A$ Noteholder." (k) CLAUSE 1.1 - GUARANTEED INVESTMENT CONTRACT Page 71  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- For the purposes of the definition of GUARANTEED INVESTMENT CONTRACT in clause 1.1 of the Master Trust Deed, the words "or any equivalent regulations issued under the Duties Act 1997" are inserted at the end of that definition. (l) CLAUSE 1.1 - RESIDUAL INCOME BENEFICIARY New definitions are inserted in clause 1.1 as follows: RESIDUAL INCOME BENEFICIARY, in relation to a Trust, means any person who holds or is taken to hold a Residual Income Unit. RESIDUAL INCOME UNIT, in relation to a Trust, has the meaning given in the Supplementary Terms Notice for that Trust. (m) CLAUSE 1.1 - TERMINATION DATE For the purpose of the definition of TERMINATION DATE in clause 1.1 of the Master Trust Deed, the words "and the Trustee and the Manager agree that no further Notes are proposed to be issued by the Trustee in relation to that Trust" are inserted at the end of paragraph (c)(i) of that definition. (n) CLAUSE 1.2 For the purposes of clause 1.2 of the Master Trust Deed, paragraph (l) is deleted. (o) CLAUSE 4 - NOTES For the purposes of the Trust, clause 4 in the Master Trust Deed is deleted and the following new clause 4 is inserted as follows. 4. NOTES 4.1 ACKNOWLEDGEMENT OF INDEBTEDNESS Subject to the terms of this Master Trust Deed and the Supplementary Terms Notice: (a) each entry in the Register relating to a Trust in respect of an A$ Note; and (b) each Offshore Note issued by a Trust, constitutes an independent and separate acknowledgement to the relevant Noteholder by the Trustee of its indebtedness as trustee of the Trust for the Invested Amount of that Note together with the other rights given to Noteholders under this Master Trust Deed, the Supplementary Terms Notice and the Security Trust Deed, and (in relation to an Offshore Note) the Note Trust Deed and the relevant Conditions. 4.2 LEGAL NATURE OF NOTES (a) A$ Notes will be in the form of inscribed stock, and the Trustee's obligations in relation to those A$ Notes and under this Master Trust and this Supplementary Terms Notice in respect of those A$ Notes (including any obligation to pay interest or principal) will become effective on inscription in the Register for the Trust under this Master Trust and this Supplementary Terms Notice of the details for those A$ Notes. Page 72  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) Offshore Notes will be in registered form in respect of Book Entry Notes and will be in registered form in respect of Definitive Notes. 4.3 TERMS OF NOTES (a) All Notes issued by the Trustee as trustee of a Trust shall be issued with the benefit of, and subject to, this Master Trust Deed, the relevant Supplementary Terms Notice and the relevant Security Trust Deed and, in relation to the Offshore Notes, the Note Trust Deed and the relevant Conditions. (b) The documents referred to in paragraph (a) are binding on the Manager, the Trustee, the Note Trustee, the Security Trustee and the Noteholders. 4.4 INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS Subject to this Master Trust Deed, the relevant Supplementary Terms Notice and the relevant Security Trust Deed and, in relation to the Offshore Notes, the Note Trust Deed and the relevant Conditions (and, in particular, subject to any such provisions which provide for principal losses to be charged off against any Notes), the Trustee as trustee of a Trust shall, in respect of the Notes issued by it in that capacity, pay or cause to be paid to the Noteholders (as relevant) of those Notes; (a) (INTEREST) Interest Entitlement on each Interest Payment Date; and (b) (PRINCIPAL) their Principal Entitlement on each Quarterly Payment Date. 4.5 NOTES NOT INVALID IF ISSUED IN BREACH No Note shall be invalid or unenforceable on the ground that it was issued in breach of this Master Trust Deed, the relevant Supplementary Terms Notice or any other Transaction Document. 4.6 LOCATION OF A$ NOTES The property in the A$ Notes shall for all purposes be regarded as situated at the place where the Register on which those A$ Notes are recorded is located. 4.7 NO DISCRIMINATION BETWEEN NOTEHOLDERS There shall not be any discrimination or preference between Notes within the same Class, or the corresponding Noteholders, in relation to a Trust by reason of the time of issue of Notes or for any other reason, subject only to the Supplementary Terms Notice relating to the Notes, the terms of the Security Trust Deed (if any) relating to the Trust and (in relation to the Offshore Notes) the Note Trust Deed and the relevant Conditions. 4.8 NOTE REGISTER (a) In the event that any Definitive Notes (in relation to any Class A-1 Notes) are issued in registered form, the Trustee (or if the Trustee fails to do so, the Manager on behalf of the Trustee) will appoint a person to operate and maintain a register of those Definitive Class A-1 Notes in accordance with standard United States practice and law. Page 73  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) In the event that any Definitive Notes (in relation to any Class A-2 Notes) are issued in registered form, the Trustee (or if the Trustee fails to do so, the Manager on behalf of the Trustee) will appoint a person to operate and maintain a register of those Definitive Class A-2 Notes in accordance with standard practice and law. (p) CLAUSE 5.3 - RANKING OF INTEREST OF BENEFICIARY For the purposes of clause 5.3 of the Master Trust Deed, the Trustee may seek and rely upon a direction from the Note Trustee as to the interests of the Offshore Noteholders. (q) CLAUSES 6.1 AND 6.6(a) - NOTE ISSUE DIRECTION (i) For the purposes of clause 6.1 of the Master Trust Deed, the Note Issue Direction for the Notes may be issued by the Manager on or at any time prior to the Note Issue Date for the Notes. (ii) For the purposes of clause 6.6(a) of the Master Trust Deed, the certification by the Manager may occur on or at any time prior to the Note Issue Date for the Notes. (r) CLAUSE 6.7 - SUBSCRIPTION AGREEMENT (i) Clause 6.7(c) of the Master Trust Deed is amended by replacing paragraph (i) with the following: (i) (TRANSACTION DOCUMENTS) entered into the Transaction Documents to which it is a party in its capacity as trustee of the Trust. (ii) For the purposes of clause 6.7(c)(iii), the Trustee will enter into the Subscription Agreements. (s) CLAUSE 6.8 - ACTION FOLLOWING NOTE ISSUE For the purposes of the Trust, clause 6.8 of the Master Trust Deed is deleted and the following new clause 6.8 is inserted: 6.8 ACTION FOLLOWING NOTE ISSUE As soon as practicable after a Note Issue Date for a Trust: (a) in relation to A$ Notes only: (i) (ENTER DETAILS IN THE REGISTER) the Trustee shall enter into the Register for that Trust in accordance with clause 28 the information required under clause 28.1; (ii) (ISSUE NOTE ACKNOWLEDGEMENT) the Trustee shall issue a Note Acknowledgement to each A$ Noteholder in respect of its holding of A$ Notes; and (iii) (ISSUE MARKED NOTE TRANSFERS) if requested by an A$ Noteholder in its Application for Notes, the Trustee shall issue a Marked Note Transfer to that A$ Noteholder; and Page 74  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) in relation to Offshore Notes only, the Trustee shall issue those Offshore Notes in accordance with the relevant Note Trust Deed and the relevant Supplementary Terms Notice. (t) CLAUSE 7 - TRANSFER OF NOTES For the purpose of this Trust, clause 7 of the Master Trust Deed is deleted and the following new clause 7 is inserted: 7. TRANSFER OF NOTES 7.1 NO RESTRICTIONS ON TRANSFER OF NOTES Subject to this Master Trust Deed and the relevant Supplementary Terms Notice and (in respect of the Offshore Notes) the Note Trust Deed and Conditions, there shall be no restriction on the transfer of Notes. 7.2 MINIMUM TRANSFER (a) A Class A Noteholder must not transfer any Class A Notes held by it unless: (i) if the Class A Notes are traded on the ASX, they are traded in parcels with a minimum value of $500,000; (ii) if the transfer is in of from Australia: (A) the amount payable for the Class A Notes on transfer (whether on the ASX or elsewhere in Australia) by the transferee is a minimum amount of A$500,000 (disregarding amounts, if any, lent by the Trustee or other person offering the Class A Notes or an associate (as defined in the Corporations Act 2001 (Cth)) of either of them; or (B) the offer or invitation to the transferee by the Class A Noteholder otherwise does not require disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) and the Corporations Regulations made under the Corporations Act 2001 (Cth); and (iii) if the transfer is in or from Australia, the transfer is to a person who is not a retail client within the meaning of section 761 of the Corporations Act. (b) A Class B Noteholder or Class C Noteholder must not transfer any Class B Notes or Class C Notes held by it (as the case may be) unless: (i) the amount payable by the transferee for those A$ Notes is not less than A$500,000; or (ii) the offer or invitation to the transferee by the A$ Noteholder in relation to the A$ Notes is an offer or invitation that will not Page 75  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- require disclosure under Part 6D.2 of the Corporations Act 2001 (Cth). (c) No Class A Note (other than Class A-1 Notes), Class B Note or Class C Note has been or will be registered under the United States Securities Act of 1933 as amended (the SECURITIES ACT) and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (d) Pension, profit-sharing or other "employee benefit plans" subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), any plan described in and subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the CODE) (including individual retirement accounts and Keogh plans), entities deemed to hold "plan assets" of the foregoing and any other plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code may not purchase Class A Notes (other than Class A-1 Notes), Class B Notes or Class C Notes. (e) No transfer may be made of any Offshore Notes in circumstances which would fail to comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) and all rules and regulations made thereunder. (f) None of the Trustee, the Manager, the Servicer, the Note Managers, the Note Trustee, the Security Trustee or an Approved Seller is liable to any Noteholder in relation to a breach by that Noteholder of paragraph (b). 7.3 FORM OF TRANSFER Every transfer of A$ Notes shall be effected by a Note Transfer. 7.4 EXECUTION OF NOTE TRANSFER Every Note Transfer shall be duly completed and executed by the transferor and transferee. 7.5 STAMPING OF NOTE TRANSFER Every Note Transfer lodged with the Trustee shall be duly stamped (if applicable). 7.6 DELIVERY OF NOTE TRANSFER TO TRUSTEE Every Note Transfer shall be delivered to the Trustee, together with the Note Acknowledgement to which it relates, for registration. 7.7 REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER Subject to this clause 7, the Trustee shall, on receipt of a Note Transfer, enter the transferee in the Register as the holder of the A$ Notes which are the subject of the Note Transfer. Page 76  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 7.8 TRUSTEE ENTITLED TO REFUSE TO REGISTER NOTE TRANSFER The Trustee may refuse to register any Note Transfer which would result in: (a) (BREACH) a contravention of or failure to observe: (i) (MASTER TRUST DEED) the terms of this Master Trust Deed; (ii) (SUPPLEMENTARY TERMS NOTICE) the terms of the Supplementary Terms Notice; (iii) (SECURITY TRUST DEED) the terms of the Security Trust Deed; or (iv) (THE LAW) any law of an Australian Jurisdiction; or (b) (REQUIRES REGISTRATION) an obligation to procure registration of any of the above with, or the approval of any of the above by, any Government Agency. 7.9 REFUSAL TO REGISTER ABSOLUTE The Trustee shall not be bound to give any reason for refusing to register any Note Transfer and its decision shall be final, conclusive and binding. If the Trustee refuses to register a Note Transfer it shall, as soon as practicable (and in no event later than 7 days after the date the Note Transfer was lodged with it), send to the transferor and the transferee notice of such refusal. 7.10 NO FEE FOR REGISTRATION OF A NOTE TRANSFER No fee shall be charged for the registration of any Note Transfer. 7.11 TAKING EFFECT OF NOTE TRANSFERS (a) (NOTE TRANSFER NOT EFFECTIVE UNTIL REGISTRATION) A Note Transfer shall not take effect until registered by the Trustee and until the transferee is entered in the Register as the holder of the A$ Notes which are the subject of the Note Transfer, the transferor shall remain the holder of those A$ Notes. (b) (TRANSFER RECEIVED WHEN REGISTER CLOSED) When a Note Transfer is received by the Trustee during any period when the Register is closed for any purpose, the Trustee shall not register the Note Transfer until the Business Day after the day on which that Register is reopened. 7.12 RIGHTS AND OBLIGATIONS OF TRANSFEREE Subject to this Master Trust Deed and the relevant Supplementary Terms Notice, a transferee of A$ Notes, on being noted in the Register as the holder of the A$ Notes, shall have the following rights and obligations: (a) (THOSE OF THE TRANSFEROR) all the rights and the obligations which the transferor previously had; and (b) (THOSE UNDER MASTER TRUST DEED) all the rights and obligations of an A$ Noteholder as provided by this Master Trust Deed and the relevant Supplementary Terms Notice as if the transferee was originally a party to this Master Trust Deed and that Supplementary Terms Notice. Page 77  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 7.13 PAYMENTS TO TRANSFEREE Subject to this Master Trust Deed (including clause 32.1 of the Master Trust Deed), on the entry of a transferee of A$ Notes in the Register, the transferee shall become entitled to receive any payments then due or which may become due to the holder of the relevant A$ Notes (including whether or not the entitlement to payment wholly or partly arose or accrued prior to the transfer and the Trustee shall be discharged for any such payment made to the transferee). 7.14 TRANSMISSION OF ENTITLEMENTS (a) (ELECTION) Any person becoming entitled to an A$ Note as a result of the death, mental incapacity or bankruptcy of an A$ Noteholder may, on producing such evidence as the Trustee requires of their entitlement, elect to be either registered as the A$ Noteholder in respect of the relevant A$ Notes or to transfer the relevant A$ Notes to a third party in the manner specified in this clause. (b) (METHOD OF ELECTION) If an entitled person elects to be registered as the A$ Noteholder, the person shall deliver to the Trustee a notice in writing to this effect signed by the person. If the person elects to have another person registered he or she shall execute a Note Transfer in relation to the relevant A$ Notes in favour of that other person. All the provisions of this Master Trust Deed and the relevant Supplementary Terms Notice relating to the transfer of A$ Notes and the registration of Note Transfers shall be applicable to any such notice or Note Transfer as if the death, mental incapacity or bankruptcy of the A$ Noteholder had not occurred and the notice or Note Transfer was a Note Transfer executed by the A$ Noteholder. (c) (DISCHARGE) A person entitled to A$ Notes under this clause shall be entitled to receive and may give a good discharge for all moneys payable in respect of such A$ Notes but, except as otherwise provided by this Master Trust Deed and the relevant Supplementary Terms Notice, shall not be entitled to any of the rights or privileges of an A$ Noteholder unless and until the person is entered in the Register as the holder of those A$ Notes. 7.15 MARKED NOTE TRANSFER (a) (ENTITLEMENT TO MARKING) An A$ Noteholder may from time to time request the Trustee to provide the A$ Noteholder with a Marked Note Transfer. (b) (MARKING) The A$ Noteholder shall deliver a Note Transfer to the Trustee and the Trustee shall mark the Note Transfer in such manner as agreed from time to time by the Trustee and the Manager and issue the same to the A$ Noteholder. (c) (TRUSTEE WILL NOT REGISTER TRANSFER) Until the expiry of 90 days (or any substitute period as the Trustee and Manager agree from time to time and Page 78  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- as advised to A$ Noteholders) from the date on which the Note Transfer was marked, the Trustee shall not register any transfer of A$ Notes relating to the Marked Note Transfer otherwise than on that Marked Note Transfer. (d) (NO EXTENSION BY CLOSING OF REGISTER) The period referred to in sub-paragraph (c) shall not be extended by the closing of the Register for any purpose. (e) (DELIVERY) A Marked Note Transfer shall be issued to an A$ Noteholder by personal delivery at the time the A$ Noteholder attends the offices of the Trustee (or such other place nominated by the Trustee) for the marking of the Note Transfer by the Trustee. 7.16 RELIANCE ON DOCUMENTS The Trustee shall be entitled to accept and assume the authenticity and genuineness of any Note Transfer or other document produced to it and to assume that any Note Transfer or other document produced to it has been duly executed. The Trustee shall not be bound to enquire into the authenticity or genuineness of any Note Transfer or other document, nor shall it incur any liability for registering any Note Transfer which is subsequently discovered to be a forgery or otherwise defective, unless the Trustee had actual notice of such forgery or defect at the time of registration of such Note Transfer. 7.17 SPECIMEN SIGNATURES The Trustee may (but need not) require each A$ Noteholder to submit specimen signatures (and in the case of a corporation may require those signatures to be authenticated by the secretary or director of such A$ Noteholder) of persons authorised to execute Note Transfers on behalf of such A$ Noteholder and shall be entitled to assume (until notified to the contrary) that such authority has not been revoked. 7.18 NOTES LODGED WITH AUSTRACLEAR If A$ Notes are lodged into the Austraclear System, the Trustee shall enter Austraclear in the Register as the holder of those A$ Notes. While those A$ Notes remain in the Austraclear System: (a) all payments and notices required of the Trustee and the Manager in relation to those A$ Notes will be directed to Austraclear; and (b) all dealings (including transfers) and payments in relation to those A$ Notes within the Austraclear System will be governed by the Austraclear Regulations and need not comply with this clause 7 to the extent of any inconsistency. (u) CLAUSE 7A - NOTE ACKNOWLEDGEMENT For the purposes of the Trust a new clause 7A is inserted in the Master Trust Deed as follows: Page 79  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 7A. NOTE ACKNOWLEDGEMENT 7A.1 ISSUE OF NOTE ACKNOWLEDGEMENT When a person has been entered in the Register as the holder of A$ Notes, as soon as practicable (and in any event no later than 5 Business Days or such shorter period specified in the relevant Supplementary Terms Notice or as otherwise agreed by the Trustee with the person or the Manager) thereafter, the Trustee shall issue a Note Acknowledgement to that person in respect of those A$ Notes. If the person has been entered into the Register under a Note Transfer and the transferor continues to retain a holding of A$ Notes, the Trustee shall, within the same period stated above, issue to the transferor a Note Acknowledgement in respect of that retained holding of A$ Notes. No certificates will be issued in respect of A$ Notes. 7A.2 NOTE ACKNOWLEDGEMENT NOT CERTIFICATE OF TITLE A Note Acknowledgement shall not be a certificate of title as to A$ Notes and the Register shall be the only conclusive evidence of the ownership of A$ Notes and the entitlements under them. A Note Acknowledgement cannot be pledged or deposited as security nor can an A$ Note be transferred by delivery of only a Note Acknowledgement. 7A.3 EXECUTION OF NOTE ACKNOWLEDGEMENT Each Note Acknowledgement shall be signed on behalf of the Trustee manually, or in facsimile by mechanical or electronic means, by any Authorised Signatory of the Trustee. If any Authorised Signatory of the Trustee whose signature appears on a Note Acknowledgement dies or otherwise ceases to be an Authorised Signatory before the Note Acknowledgement has been issued, the Trustee may nevertheless issue the Note Acknowledgement. 7A.4 MORE THAN ONE NOTE ACKNOWLEDGEMENT If an A$ Noteholder wishes to receive more than one Note Acknowledgement it shall return its Note Acknowledgement to the Trustee and at the same time request in writing the issue of a specified number of separate Note Acknowledgements. Subject to clause 4.5, the Trustee shall then cancel the original Note Acknowledgement and issue, in lieu, separate Note Acknowledgements. A fee prescribed by the Trustee (not exceeding $10 for each Note Acknowledgement) shall be paid by the A$ Noteholder to the Trustee. 7A.5 WORN OUT, DEFACED OR LOST NOTE ACKNOWLEDGEMENT If any Note Acknowledgement is worn out or defaced then, on production to the Trustee, the Trustee may cancel the same and may issue a new Note Acknowledgement. If any Note Acknowledgement is lost or destroyed then, on proof to the satisfaction of the Trustee, and on such Page 80  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- indemnity as the Trustee may consider adequate having been given, a new Note Acknowledgement shall be given to the person entitled to such lost or destroyed Note Acknowledgement. An entry as to the issue of the new Note Acknowledgement and of the indemnity (if any) shall be made in the Register. A fee prescribed by the Trustee (not exceeding $10) shall be paid by the person requesting the new Note Acknowledgement to the Trustee. 7A.6 JOINT HOLDINGS If a single parcel of A$ Notes is held by more than one person, only the person whose name stands first in the Register in relation to that parcel of A$ Notes shall be entitled to: (a) be issued the relevant Note Acknowledgement and, if applicable, a Marked Note Transfer; (b) be given any notices; and (c) be paid any moneys due in respect of such A$ Notes. 7A.7 DELIVERY OF NOTE ACKNOWLEDGEMENT A Note Acknowledgement may be sent to the relevant A$ Noteholder by mail or by personal delivery to the A$ Noteholder's address appearing in the Register and the Note Acknowledgement so sent shall be at the risk of that A$ Noteholder. (v) CLAUSE 8.5 - AUTHORISED INVESTMENT For the purposes of clause 8.5 of the Master Trust Deed, but subject always to the right of substitution under clause 8, Authorised Investments shall not include those investments specified in paragraphs (a) and (c) of the definition of Authorised Investments in the Master Trust Deed, namely: (i) Loans secured by Mortgages, those Mortgages, other Related Securities and Receivable Rights; and (ii) other Receivables, Receivable Securities and Receivable Rights approved by the Manager. (w) CLAUSE 12.3(b) - SALE NOTICE For the purposes of clause 12.3(b) of the Master Trust Deed, a Sale Notice may be delivered to the Trustee by the Approved Seller on or at any time prior to the Expiry Time. (x) CLAUSE 12.5(a)(iii) - CONDITIONS PRECEDENT TO PURCHASE For the purposes of clause 12.5(a)(iii) of the Master Trust Deed, the following is a condition precedent to the giving of a Sale Notice: (i) (CERTIFIED COPIES) Certified copies of the forms of each Mortgage Insurance Policy relating to the Purchased Receivables. (y) CLAUSE 12.6(a)(vii) REPRESENTATIONS AND WARRANTIES Page 81  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- For the purposes of clause 12.6(a)(vii) of the Master Trust Deed, the Approved Seller makes the following additional representations and warranties in relation to each Sale Notice. (i) (ASSIGNABILITY) All consents required in relation to the assignment of the Receivables specified in the Sale Notice and the related Receivable Rights have been obtained. Those Receivables and Receivable Rights are assignable. (ii) (QUALITY OF TITLE) It is the sole, legal and beneficial owner of the Receivables specified in the Sale Notice and the related Receivable Rights. Those Receivables and the related Receivable Rights, together with the interest of the Approved Seller under the Relevant Documents, are owned by it free and clear of any Security Interest (other than any Security Interest arising solely as the result of any action taken by the Trustee in connection with the Trust). (iii) (ELIGIBLE RECEIVABLE) As at the relevant Cut-Off Date, each Receivable which is specified in the Sale Notice is an Eligible Receivable. In relation to any related Receivable Security that is required to be registered with any Government Agency and which is not registered at its Cut-Off Date, it will be registered. (iv) (RECEIVABLE SECURITIES) Each Receivable and Receivable Security which is specified in the Sale Notice and each Related Security is legally valid, binding and enforceable against the relevant Obligor(s) in all material respects except to the extent that it is affected by laws relating to creditors rights generally, or doctrines of equity. (v) (SET OFF) Once equitably assigned to the Trustee, no Receivable which is specified in the Sale Notice or related Receivable Right will be subject to any right of rescission, set off, counterclaim or similar defence. (vi) (COMPLIANCE WITH LAWS) At the time each Receivable and Receivable Security which is specified in the Sale Notice and each Related Security was entered into and up to and including the Closing Date, it complied in all material respects with applicable laws, including, without limitation, where the Consumer Credit Legislation applies, the Consumer Credit Legislation and the performance by the Approved Seller of its obligations in respect of each such Receivable, Receivable Security and Related Security (including without limitation, its variation, discharge, release, administration, servicing and enforcement) up to and including the Closing Date complied in all material respects with applicable laws including, without limitation, where the Consumer Credit Legislation applied, the Consumer Credit Legislation. (vii) (OWNERSHIP) In relation to each Receivable Security which is specified in the Sale Notice, the relevant Obligor(s) is or are the sole legal owner of the relevant Mortgaged Property and registered as the sole proprietor(s) of the relevant Mortgaged Property. (viii) (INSURANCE) Each Receivable which is specified in the Sale Notice is the subject of a Mortgage Insurance Policy from a Mortgage Insurer for the scheduled term of that Receivable. The sale of each such Receivable to the Trustee is not contrary to Page 82  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- the relevant Mortgage Insurance Policy. The Approved Seller has not done or omitted to do anything which might prejudicially affect or limit its rights or the rights of the Trustee under or in respect of a Mortgage Insurance Policy (including the payment of any premiums due under that Mortgage Insurance Policy) to the extent that those rights relate to that Receivable or the related Receivable Rights. On transfer to the Trustee of equitable title to a Purchased Receivable: (A) the Trustee will have the benefit of the relevant Mortgage Insurance Policy for that Receivable; and (B) the Approved Seller will procure that the Trustee receives evidence of each Mortgage Insurer's acknowledgement of the transfer. (ix) (SOLVENCY OF MORTGAGE INSURER) The Approved Seller does not have actual notice that any Mortgage Insurer under any Mortgage Insurance Policy in relation to a Receivable is insolvent or will be unable to pay a valid claim. (x) (SOLVENCY OF OTHER INSURERS) The officers of the Approved Seller who have responsibility for the transactions contemplated by the Transaction Documents do not have actual notice that any insurer under any insurance policy (other than a Mortgage Insurer under any Mortgage Insurance Policy) in relation to a Receivable is insolvent or will be unable to pay a valid claim. (xi) (SELECTION PROCESS) There is no fraud, dishonesty, material misrepresentation or negligence on the part of the Approved Seller in connection with the selection and offer to the Trustee of any Receivables or related Receivable Securities which is specified in the Sale Notice. (xii) (NO VOID TRANSACTIONS) The assignment of the Receivables which are specified in the Sale Notice and Receivable Rights will not be an undervalue transfer, a fraudulent conveyance, or a voidable preference under any law relating to insolvency. (xiii) (SECURITY INTEREST) The sale, transfer and assignment of the Approved Seller's interest in the Receivables which are specified in the Sale Notice and the related Receivable Rights, will not constitute a breach of any Relevant Document or the Approved Seller's obligations or a default by the Approved Seller under any Security Interest. (xiv) (RELEVANT DOCUMENTS) The Approved Seller holds in its possession or control all Relevant Documents that relate to the Receivables and the related Receivable Securities which are specified in the Sale Notice necessary to register and enforce the provisions of and the security created by the relevant Receivable Securities. (xv) (SOLVENCY) The Approved Seller is solvent, is able to pay its debts as and when they become due and payable and has no notice of, nor taken any steps in relation to, any application or order for its winding up or the appointment of a receiver or liquidator to it or any of its assets. (xvi) (NO RESCISSION, ETC) As at the Cut-Off Date, none of the Receivables and none of the Receivable Securities which are specified in the Sale Notice were satisfied, Page 83  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- cancelled, discharged or rescinded and the Mortgaged Property relating to each relevant Receivable and Receivable Security had not been released from the security of the relevant Receivable Securities. (xvii) (INTEREST RATE) Except as specified in a Receivable Agreement, a Receivable Security or the Sale Notice, and subject to applicable laws, the interest rate for each such Receivable is not subject to any limitation, no consent, additional memoranda or other writing is required from the relevant Obligor to give effect to a change in that rate and any change in that rate will be effective on notice being given to that Obligor in accordance with the terms of the relevant Receivable or Receivable Security. (xviii) (COMPLIANCE WITH PROCEDURES) At the time each Receivable and each Receivable Security which is specified in the Sale Notice and each Related Security was entered into it complied in all material respects with the Approved Seller's underwriting and operations procedures, as agreed with the Manager. (xix) (GOOD FAITH) Each Receivable and Receivable Security which is specified in the Sale Notice and each Related Security was entered into by the Approved Seller in good faith. (xx) (ORDINARY COURSE OF BUSINESS) At the time each Receivable and each Receivable Security which is specified in the Sale Notice and each Related Security was entered into, it was not purchased by the Approved Seller but was originated in the ordinary course of the Approved Seller's business. (xxi) (FIRST RANKING SECURITY) In respect of each Receivable and each Receivable Security which is specified in the Sale Notice and each Related Security, the Approved Seller has taken all reasonably necessary steps to ensure that each related Mortgage complies with the applicable legal requirements to be a first ranking Mortgage secured over land, subject to registration in due course. (xxii) (NO NOTICE OF BANKRUPTCY OR WINDING UP) At the time each Receivable and each Receivable Security which is specified in the Sale Notice and each Related Security was entered into at any time prior to the Closing Date, the Approved Seller had not received any notice of any insolvency, bankruptcy or liquidation of the Obligor(s) or any guarantors or security providers (except that if a Receivable is in Arrears but complies with the Eligibility Criteria, the fact that it is in Arrears is not in and of itself notice of insolvency) or any notice that any such person did not have the legal capacity to enter into the relevant Mortgage. (xxiii) (NO WAIVER, ETC) As at the Cut-Off Date, none of the Receivables and none of the Receivable Securities which is specified in the Sale Notice and no Related Security had been waived or altered, except in writing and as part of the Relevant Documents. (xxiv) (INFORMATION ON RECEIVABLES) All information provided by the Approved Seller to the Trustee in connection with the Receivables, the Receivable Securities and the Related Securities was, when given, true and accurate in all material respects and not misleading or deceptive and did not omit to state a material fact necessary Page 84  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- in order to make the statements therein in light of the circumstances in which they were made not misleading or deceptive. (xxv) (NO KNOWLEDGE OF ADVERSE EVENT) As at the Cut-Off Date, the Approved Seller was not aware of any circumstance or event that may materially and adversely affect: (A) the value or enforceability of any Receivable, Receivable Security or Related Security; or (B) the ability of the Approved Seller to perform its obligations under the Transaction Documents. (xxvi) (FAIR CONSIDERATION) The Approved Seller regards the consideration paid for the Receivables specified in the Sale Notice as fair and equals the outstanding principal of the Receivables on the Closing Date (plus or minus $1,000). (xxvii) (NO BREACH OF OBLIGATIONS) The Approved Seller is not in breach of any obligation or agreement which has had or may have a Material Adverse Effect. (xxviii) (DEPOSIT ACCOUNT) If the Approved Seller has required an Obligor to establish a deposit account with it in relation to a Receivable, the Approved Seller has done so for administrative convenience only. (xxix) (WAIVER OF SET-oFF) The Approved Seller's standard form of Receivable Agreement includes a clause to the effect that the relevant Obligor waives all rights of set-off as between the Obligor and the Approved Seller. (xxx) (AUSTRALIAN DOLLARS) Each Receivable is, at the Closing Date, denominated and payable only in Australian dollars in Australia. (xxxi) (STAMP DUTY) The Approved Seller will pay all applicable stamp duties imposed by Queensland as a result of the initial equitable assignment by the Approved Seller to the Trustee of the Receivables specified in the Sales Notice. (z) CLAUSE 12.6(d)(ii) - OFFER AND ACCEPTANCE Clause 12.6(d)(ii) of the Master Trust Deed is amended by: (i) deleting "to the satisfaction of the Manager and the Trustee" and inserting in place of those words "(if capable of remedy to the satisfaction of the Manager and the Trustee)"; (ii) replacing "." at the end of sub-clause (G) with "; and"; and Page 85  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) inserting a new sub-clause (H) as follows: (H) the Approved Seller shall indemnify the Trustee from and against any and all damages, losses, claims, liabilities and related costs and expenses including legal costs and expenses on a full indemnity basis that the Trustee may sustain or incur under the Consumer Credit Legislation as a direct or indirect consequence of a breach of the Approved Seller's representation and warranty under clause 6.2(y)(vi) of the Supplementary Terms Notice, together with any relevant break costs for which the Trustee is liable in relation to the prepayment of any Hedge Agreement for the Trust. (aa) CLAUSE 12.6(d)(v) - LIMIT ON DAMAGES Clause 12.6(d)(v) of the Master Trust Deed is amended by adding the following after the word "damages" in the last line: except for a breach of the Approved Seller's representation and warranty under clause 6.2(y)(vi) of the Supplementary Terms Notice where, in addition, the Approved Seller will indemnify the Trustee from and against any and all damages, losses, claims, liabilities and related costs and expenses including legal costs and expenses on a full indemnity basis the Trustee may sustain or incur under the Consumer Credit Legislation as a direct or indirect consequence of that breach. (bb) CLAUSE 12.7(a)(i) - APPROVED SELLER UNDERTAKINGS For the purposes of clause 12.7(a)(i) of the Master Trust Deed, the Approved Seller provides the following further undertakings: (i) (MORTGAGE INSURANCE POLICY REQUIREMENTS) it will do, or refrain from doing, at the direction of the Trustee or the Manager, such acts and things as may be required under the relevant Mortgage Insurance Policy which may only be done or not done (as the case may be) by a credit provider for the purposes of the Consumer Credit Legislation; (ii) (OFFSET ARRANGEMENTS) it will, following the occurrence of a Title Perfection Event, ensure that any Offset Arrangement in respect of a Loan is terminated on or prior to the legal assignment of that Loan to the Trustee under clause 12.9(b). (cc) CLAUSE 12.8(a)(iv)(B) - PRIORITY For the purposes of clause 12.8(a)(iv)(B) of the Master Trust Deed, replace the word "Receivable" in the second line with "Purchased Receivable". (dd) CLAUSE 14.9 - ACCOUNTING FOR MONEYS RECEIVED Clause 14.9(a) of the Master Trust Deed shall be replaced by the following: The Manager will pay to, or to an account of the Trustee, within 2 Business Days of receipt, all moneys coming into its hands belonging to the Trust or payable to the Trust. (ee) CLAUSE 14.10 - REUTERS Page 86  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Manager may prepare and arrange for the publication by Reuters (or another customary electronic medium) of summary pool performance data for the Trust in a format similar to that used by other mortgage-backed securities or asset-backed securities (as the case may be) in the Australian market. If it does, the Manager shall provide a copy of the report as soon as practicable after preparation to the Designated Rating Agencies. The report shall include a statement agreed between the Manager and the Trustee summarising the extent of the Trustee's liability under the Trust. (ff) CLAUSE 14.20 - ADDITIONAL COVENANTS BY MANAGER For the purposes of clause 14.20 of the Master Trust Deed, the Manager shall also: (i) (FILING) make all filings which the Manager is actually aware are required in connection with the Trust or the Assets of the Trust with any Governmental Agency in any jurisdiction; (ii) (COMPLY WITH OBLIGATIONS AND LAWS) promptly comply with all other duties and obligations imposed on the Manager by the Transaction Documents in relation to the Trust and comply with all relevant material laws in the relevant jurisdiction in carrying out such duties and obligations; (iii) (NOTIFICATION TO DESIGNATED RATING AGENCIES) notify the Designated Rating Agencies that a Class of Notes has been fully and finally redeemed when the aggregate Invested Amount of that Class of Notes has been reduced to zero; and (iv) (STEP-UP MARGIN) if a Step-Up Margin applies to any Note under clause 4.9, not direct the Trustee to enter into or extend a Transaction under an Interest Hedge (as defined in the relevant Interest Hedge) unless the Manager is of the opinion that the amounts payable by the provider of that Interest Hedge to the Trustee in relation to the Transaction are calculated with reference to that Step-Up Margin. (gg) CLAUSE 14.22 A new clause 14.22 is inserted in the Master Trust Deed as follows: 14.22 PROVISION OF HEDGING Notwithstanding any other provision of this clause 14, the Trust Manager may enter into a Hedge Agreement with the Trustee, as a counterparty, in relation to any Trust. (hh) CLAUSE 16.1(c) - RETIREMENT BY MANAGER Clause 16.1(c) of the Master Trust Deed shall be amended by replacing the words "fraud, negligence or wilful default" in the second last and last lines with the words "breach of contract". (ii) CLAUSE 16.4 - VOLUNTARY RETIREMENT For the purposes of this Trust, clause 16.4 of the Master Trust Deed is amended by deleting the number "120" and replacing it with the number "90". (jj) CLAUSE 16.6 - TRUSTEE TO ACT AS MANAGER IF NO SUCCESSOR APPOINTED Page 87  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Clause 16.6 of the Master Trust Deed shall be replaced with the following: (a) When a notice is given under clause 16.4 of this Master Trust Deed, the Trustee shall be entitled to appoint some other corporation to be the Manager of the Trust on any terms the Trustee sees fit (including the amount of Manager's Fee that would be payable to the replacement Manager at market rates) provided that the terms of that appointment will not have an adverse affect on the ratings of the Notes. (b) Subject to paragraph (c) below, until a replacement Manager is appointed under paragraph (a) above, the Manager must continue to act as Manager and be entitled to the Manager's Fee while so acting. (c) If a replacement Manager is not appointed at the end of the period of notice specified in a notice given under clause 16.4 of this Master Trust Deed: (i) the Trustee must itself perform the obligations and functions which this Deed contemplates being performed by the Manager, until a successor Manager is appointed in accordance with this Deed and be entitled to the Manager's Fee while so acting; and (ii) the resignation of the Manager will become effective. (kk) CLAUSE 17.2 For the purposes of this Trust clause 17.2 of the Master Trust Deed, the following new paragraph (z) is inserted and the existing paragraph (z) becomes paragraph (aa). (CLEARING SYSTEMS) to lodge Notes, or arrange for Notes to be lodged, with all or any of DTC, a depository for DTC, Euroclear, Clearstream, Luxembourg, or a depository for Euroclear and/or Clearstream Luxembourg; and (ll) CLAUSE 18.3 - TO ACT HONESTLY, DILIGENTLY AND PRUDENTLY Clause 18.3 of the Master Trust Deed is amended by: (i) replacing "." at the end of paragraph (j) with "; and"; and (ii) inserting a new sub-clause (k) as follows: (REMOVAL OF THE TRUSTEE'S AGENTS OR DELEGATES) as soon as practicable in any event within 45 days' notice from the Manager to do so, remove any agent or delegate of the Trustee that breaches any obligation or duty imposed on the Trustee under this Master Trust Deed or any other Transaction Document in relation to the Trust provided that the Manager reasonably believes such breach will have a Material Adverse Effect. (mm) CLAUSE 21.1 - OPENING OF BANK ACCOUNTS For the purposes of this Trust, clause 21.1(d) of the Master Trust Deed is amended by: (i) adding the words "other than a Collection Account" after the words "if an Account" in line 1 of that clause; and (ii) adding the following new clause 21.1(e): Page 88  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (e) (CHANGE BANK ACCOUNTS) If a Collection Account is held with a Bank which ceases to be an Approved Bank then the Manager must direct the Trustee to, and the Trustee shall, as soon as practicable, and in any event, within 2 days of receipt of actual notice of that cessation; (i) commence opening an account with an Approved Bank (the NEW COLLECTION ACCOUNT); and (ii) commence transferring funds standing to the credit of the Collection Account to the New Collection Account, and as soon as practicable (and in any event within 5 Business Days of receipt of actual notice of that cessation) ensure that all funds standing to the credit of the Collection Account have been transferred to the New Collection Account. (f) The Servicer shall do all things necessary to assist the Manager and the Trustee to comply with their obligations under this clause 21.1. (nn) CLAUSE 23.3 - ACCOUNTS TO BE KEPT IN ACCORDANCE WITH APPROVED ACCOUNTING STANDARDS For the purposes of the Trust, clause 23.3 of the Master Trust Deed is deleted and a new clause 23.3 inserted as follows: "23.3 MANNER IN WHICH ACCOUNTS TO BE KEPT The accounting records of each Trust shall be maintained in a manner which reflects the Trust Income determined under clause 24.2 and which will enable the Accounts of the Trust to be prepared and audited in accordance with the Transaction Documents." (oo) CLAUSES 23.5 AND 23.6 The heading to each of clause 23.5 and clause 23.6 is amended by adding the words: "or Supplementary Accounts". Clause 23.5 is amended by adding the following: "If Supplementary Accounts are required to be prepared then the Manager shall require the Auditor to audit the Supplementary Accounts (instead of the Accounts) within 3 months of the end of each financial year of the Trust." Clause 23.6 is amended by adding, after the word "Accounts", the words "or Supplementary Accounts". (pp) CLAUSE 23.10 - REQUEST FOR ACCOUNTS A new clause 23.10 of the Master Trust Deed is inserted as follows: Page 89  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- "23.10 - SUPPLEMENTARY ACCOUNTS IN ACCORDANCE WITH APPROVED ACCOUNTING STANDARDS If, in order to comply with any law, regulation, order or requirement of any regulatory body, accounts are required to be prepared in accordance with Approved Accounting Standards, such accounts (the Supplementary Accounts) must be prepared in addition to the Accounts of the Trust prepared pursuant to clauses 23.3 and 23.4. The profit or loss shown in any such Supplementary Accounts, does not constitute the income of the Trust, which must always be determined solely in accordance with clause 24.2(b)." (qq) CLAUSE 23.9 - NO RESPONSIBILITY FOR SERVICER Clause 23.9 of the Master Trust Deed shall be amended by replacing the words "the fraud, negligence or wilful default of" in the second last line with the words "a breach of contract by." (rr) CLAUSE 24 - INCOME ENTITLEMENTS AND PAYMENTS For the purposes of this Trust clause 24 of the Master Trust Deed is deleted and a new clause 24 inserted as follows: 24. INCOME ENTITLEMENTS AND PAYMENTS 24.1 CASHFLOW ALLOCATION METHODOLOGY Collections in relation to a Trust and other amounts credited to the Collection Account for that Trust will be allocated by the Manager on behalf of the Trustee, and paid by the Trustee, as directed by the Manager, in accordance with the Supplementary Terms Notice for that Trust. 24.2 INCOME OF THE TRUST For each Financial Year in respect of a Trust the Manager will ascertain the following on behalf of the Trustee: (a) the net income of that Trust in accordance with section 95(1) of the Taxation Act (the TAX INCOME); and (b) the income of that Trust in accordance with the laws applicable to the administration of that Trust (the TRUST INCOME). In calculating the Trust Income, the Manager shall: (A) if no determination has been made under paragraph (B) below, recognise interest income, interest expense, swap payments and swap receipts on an accruals basis and recognise other items of income and expense on either an accruals basis or a cash basis, in each case disregarding unrealised gains and losses; (B) if the Manager and the Trustee so determine in writing, apply such accounting policies as the Manager and the Trustee agree provided that such policies, if applied, would not lead to the downgrade or withdrawal of the rating of any of the Notes or cause a breach of any reporting Page 90  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- requirements of the United States Securities and Exchange Commission or the ASX, or any other registered stock exchange on which any of the Notes are listed). 24.3 INCOME ENTITLEMENT Notwithstanding anything to the contrary contained in this deed, but subject to clause 24.4: (a) (PRESENT ENTITLEMENT) the Residual Income Beneficiaries shall, as at the end of each Financial Year for that Trust, have an absolute vested interest in, and be presently entitled to, the income of that Trust; and (b) (APPLICATION OF INCOME) unless the Trustee otherwise determines, having regard to any relevant taxation or other implications for the Trustee (disregarding for these purposes any possible operation of clause 24.4) or both for any Financial Year for that Trust, for the purposes of paying, applying, distributing, setting aside or allocating any income for the benefit of the Residual Income Beneficiaries in accordance with the terms of this deed in respect of that Financial Year, the income that is to be so paid, applied, distributed, set aside or allocated shall be whichever is the greater of the Tax Income or the Trust Income for that Financial Year. 24.4 DISTRIBUTION OF EXCESS TAX INCOME For the avoidance of doubt, in the event that the Tax Income exceeds the income of the Trust for the purposes of clause 24.3(a) for a Trust in any Financial Year for that Trust then, notwithstanding anything to the contrary in this deed, provided there is an amount to which clause 24.3(a) applies, the Manager must direct the Trustee to, and the Trustee shall, so far as possible, ensure that such excess is allocated to the Residual Income Beneficiaries of that Trust for that Financial Year and shall take such action as is necessary to give effect to this clause. 24.5 PAYMENTS TO BENEFICIARIES (a) (DISTRIBUTABLE INCOME DUE AS AT CLOSE OF FINANCIAL YEAR) The income of a Trust for a Financial Year (to the extent not previously distributed) shall, subject to clause 24.7, constitute a debt due as at the end of that Financial Year by the Trustee to each Residual Income Beneficiary of that Trust who is entitled to the income under clause 24.3(a) and shall, subject to clause 24.7, be payable under clause 24.5(b). (b) (PAYMENT) Subject to clause 24.7, the Trustee may make interim distributions of the income of a Trust to the relevant Residual Income Beneficiary in accordance with the terms of the Supplementary Terms Notice for that Trust and shall as soon as practicable after the end of a Financial Year transfer an amount representing the income of that Trust (to the extent not previously distributed) from the central bank account of that Trust to the bank accounts of each Residual Income Beneficiary of that Trust as directed by the relevant Beneficiary. Page 91  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (c) (RESIDUAL CAPITAL) On the termination of a Trust, the surplus capital of that Trust remaining after satisfaction by the Trustee of all its obligations in respect of that Trust shall be paid to the Residual Income Beneficiaries of that Trust in accordance with the terms of the Supplementary Terms Notice for that Trust. 24.6 APPLICATION OF TRUST INCOME (a) If by the last day of any Financial Year for a Trust (the LAST DAY) the Trustee has not effectively dealt with the whole of the income of that Trust for that Financial Year by paying, applying or distributing it, or by setting it aside, then the income not so paid, applied, distributed or set aside shall be deemed to have been irrevocably applied and set aside on the Last Day by the Trustee on behalf of, and shall be held by the Trustee on and from the Last Day upon trust absolutely for, the Residual Income Beneficiaries of that Trust in accordance with their entitlement to income under this deed (including, for these purposes, the allocation of excess Tax Income (if any) pursuant to clause 24.4). (b) If the Trustee fails to effectively allocate any excess to the Residual Income Beneficiaries in accordance with clause 24.4, then such excess shall vest or be deemed to be vested in those Residual Income Beneficiaries. (c) For the purposes of this clause 24.6 references to income of that Trust for any Financial Year shall be to the greater of the Tax Income or the Trust Income for that Financial Year. 24.7 SUBORDINATION OF RESIDUAL INCOME BENEFICIARY ENTITLEMENTS (a) No moneys may be paid out of a Trust during a Financial Year to Residual Income Beneficiaries under clause 24.5, whilst there is any amount due, but unpaid, which is in accordance with clause 24.1 to be paid in priority to those amounts and before the Trustee is satisfied, after consulting with the Manager, that sufficient allowance has been made for those priority amounts in relation to that Trust, accruing during that Financial Year. To the extent that there is an amount payable under clause 24.1 which is to be paid in priority to the amounts payable to the Residual Income Beneficiaries, those Residual Income Beneficiaries direct the Trustee to meet the amount payable under clause 24.1 as an application of their entitlement to the income of that Trust. (b) Notwithstanding paragraph (a) of this clause, once an amount is paid out of a Trust to the Residual Income Beneficiaries during a Financial Year, that amount may not be recovered from those Residual Income Beneficiaries for any reason or by any person except to the extent that the amount was paid in error or as otherwise required by the relevant Supplementary Terms Notice. 24.8 INSUFFICIENT MONEYS Page 92  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- If after the application of the provisions of clauses 24.1 and 24.3 there is insufficient money available to the Trustee in respect of a Trust to pay the full amount due to Noteholders for that Trust, the deficiency shall, subject to the Supplementary Terms Notice for the Notes or any Class of Notes issued in relation to that Trust, be borne by the Noteholders in the manner set out in the relevant Supplementary Terms Notice. 24.9 MANAGER TO ENSURE COMPLIANCE BY TRUSTEE Without limiting its other obligations under this deed, the Manager, in exercising its powers and carrying out its duties in accordance with this deed, must, to the extent possible, ensure that the Trustee complies with its obligations under clauses 24.3(b) and 24.4. (ss) CLAUSE 28 - ASSET REGISTER For the purposes of this Trust clause 28 of the Master Trust Deed is deleted and a new clause 28 inserted as follows: 28. THE REGISTER 28.1 DETAILS TO BE KEPT ON REGISTER The Trustee shall keep or cause to be kept a register with respect to the Trust, on which shall be entered: (a) the following information relating to the Trust: (i) (NAME) the name of the Trust; (ii) (CREATION) the date of the creation of the Trust; (b) the following information relating to each A$ Note issued in relation to the Trust: (iii) (CLASS) the Class of that A$ Note; (iv) (NOTE ISSUE DATES) its Note Issue Date; (v) (INITIAL INVESTED AMOUNT) the total Initial Invested Amount of all A$ Notes of the same Class and the total Initial Invested Amount of all A$ Notes; (vi) (INVESTED AMOUNT) its Invested Amount from time to time; (vii) (STATED AMOUNT) its Stated Amount from time to time; (viii) (SUPPLEMENTARY TERMS) details of any supplementary terms applicable to it; (ix) (DATE OF ENTRY) the date on which a person was entered as the holder of that A$ Note; (x) (DATE OF CESSATION) the date on which a person ceased to be a holder of that A$ Note; Page 93  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (xi) (DETAILS) where applicable, Payment Dates, Principal Amortisation Dates, Maturity Dates and Margin on that A$ Note; and (xii) (PAYMENTS) a record of each payment made in respect of that A$ Note, and (c) the following information relating to each A$ Noteholder: (xiii) (DETAILS OF NOTEHOLDERS) that A$ Noteholder's name and address; (xiv) (NUMBER OF A$ NOTES) the number of A$ Notes in each Class held by that A$ Noteholder; (A) (NOTE ACKNOWLEDGEMENT) the serial number of each Note Acknowledgement issued to that A$ Noteholder and the number and Class of the A$ Notes to which that Note Acknowledgement relates; (B) (ACCOUNT) the account to which any payments due to that A$ Noteholder are to be made (if applicable); (C) (TAX FILE NUMBER) a record of whether the Trustee has or has not received the tax file number (TFN), ABN or reason for TFN exemption, in respect of that A$ Noteholder; and (d) (ADDITIONAL INFORMATION) such other information as: (i) is required by the Supplementary Terms Notice; (ii) the Trustee considers necessary or desirable; or (iii) the Manager reasonably requires. 28.2 ASSET REGISTER The Trustee shall keep or cause to be kept an asset register with respect to the Trust, in which shall be entered the Authorised Investments and other Assets of the Trust (other than Purchased Receivables and the related Receivable Rights) entered into the relevant asset register on an individual basis. 28.3 PLACE OF KEEPING REGISTER, COPIES AND ACCESS The Register shall be: (a) (PLACE KEPT) kept at the Trustee's principal office in Sydney or at such place as the Trustee and the Manager may agree; (b) (ACCESS TO MANAGER AND AUDITOR) open to the Manager and the Auditor of the Trust to which it relates to inspect during normal business hours; (c) (INSPECTION BY A$ NOTEHOLDERS) open for inspection by A$ Noteholders during normal business hours but only in respect of Page 94  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- information relating to that A$ Noteholder or the Class of A$ Notes in respect of which that A$ Noteholder is a Noteholder; and (d) (NOT FOR COPYING) unavailable to be copied by any person (other than the Manager) except in compliance with such terms and conditions (if any) as the Manager and Trustee in their absolute discretion nominate from time to time. 28.4 DETAILS ON REGISTER CONCLUSIVE (a) (RELIANCE ON REGISTER) The Trustee shall be entitled to rely on the Register in clause 28.1 as being a correct, complete and conclusive record of the matters set out in it at any time and whether or not the information shown in the Register is inconsistent with any other document, matter or thing. (b) (NO TRUSTS ETC) The Trustee shall not be obliged to enter on the Register notice of any trust, Security Interest or other interest whatsoever in respect of any Note and the Trustee shall be entitled to recognise person named in the Register as the A$ Noteholder and the absolute owner of relevant A$ Notes and the Trustee shall not be bound or affected by any trust affecting the ownership of any A$ Note unless ordered by a court or required by statute. (c) (REGISTER NOT TO BE SIGNED) The Trustee shall ensure that it does not sign or otherwise execute any entry in a Register. 28.5 CLOSING OF REGISTER The Trustee may: (a) without prior notice to any Noteholder close the Register established under clause 28.1: (i) in relation to all A$ Notes, each period from the close of business (Sydney time) on the Business Day preceding each Payment Date in respect of such A$ Notes to close of business on that Payment Date; or (ii) when required for the Auditor to conduct any audit in relation to the Trust; or (b) with prior notice to each A$ Noteholder, close the Register for other periods not exceeding 30 days (or, subject to the Corporations Act 2001 (Cth), such other period of time as agreed between the Trustee and the Manager, with the approval of an Extraordinary Resolution of the relevant Class of A$ Noteholders), in aggregate, in any calendar year. 28.6 ALTERATION OF DETAILS ON REGISTER Page 95  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- On the Trustee being notified of any change of name or address or payment or other details of any A$ Noteholder by that A$ Noteholder, the Trustee shall alter the Register accordingly, as soon as reasonably practicable (and in any event within 5 Business Days of receipt of that notice). 28.7 CERTIFICATION OF REGISTER If: (a) an entry is omitted from the Register; (b) an entry is made in the Register otherwise than in accordance with the Master Trust Deed or this Supplementary Terms Notice; (c) an entry wrongly exists in the Register; (d) there is an error, omission, misdescription or defect in any entry in the Register; or (e) default is made or unnecessary delay takes place in entering in the Register that any person has ceased to be the holder of any A$ Notes, the Trustee shall rectify the same upon becoming aware of it. 28.8 CORRECTNESS OF REGISTER Neither the Manager nor the Trustee shall be liable for any mistake in the Register or in any purported copy except to the extent that the mistake is attributable to its fraud, negligence or Default. 28.9 MANAGER MUST PROVIDE INFORMATION The Manager must provide the Trustee and any person appointed in accordance with clause 28.10 with such information as the Trustee or that other person may reasonably require to maintain the Register. 28.10 THIRD PARTY REGISTRAR The Trustee may cause the Register to be maintained by a third party on its behalf and require that person to discharge the Trustee's obligations under the Master Trust Deed and this Supplementary Terms Notice in relation to the Register. (tt) CLAUSE 29 - MEETINGS OF NOTEHOLDERS For the purposes of the Trust, clause 29 of the Master Trust Deed is deleted and a new clause 29 inserted as follows: 29.1 CLASS A-1 NOTEHOLDERS AND CLASS A-2 NOTEHOLDERS (a) Any proposal requiring the consent of the Offshore Noteholders or any Class of Offshore Noteholders will be determined in accordance with the Note Trust Deed. Page 96  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) The provisions of this clause 29, other than this clause 29.1, shall not apply to the Offshore Noteholders or Offshore Notes. 29.2 CONVENING OF MEETINGS BY TRUSTEE AND MANAGER (a) The Trustee or the Manager may at any time convene a meeting of the A$ Noteholders or of a Class or Classes of A$ Noteholders. (b) A$ Noteholders, who together hold A$ Notes with an aggregate Invested Amount of not less than 20% of the total Invested Amounts of all A$ Notes in the relevant Class or Classes or Notes, may at any time convene a meeting of the relevant Class or Classes of A$ Noteholders (as the case may be). 29.3 NOTICE OF MEETINGS (a) (PERIOD OF NOTICE) Subject to clause 29.3(b) at least 7 days' notice (inclusive of the day on which the notice is given and of the day on which the meeting is held) of a meeting of a Class or Classes of A$ Noteholders (as the case may be) shall be given to all A$ Noteholders in the relevant Class or Classes of A$ Noteholders. (b) (SHORT NOTICE) Notwithstanding clause 29.3(a), if it is so agreed by a majority in number of the Class or Classes of A$ Noteholders (as the case may be) having the right to attend and vote at a meeting, being a majority that together hold at least 95% of the then outstanding A$ Notes in the relevant Class or Classes of A$ Notes, a resolution may be proposed and passed at a meeting of which less than 7 days' notice has been given. (c) (FAILURE TO GIVE NOTICE) The accidental omission to give notice to or the non-receipt of notice by an A$ Noteholder shall not invalidate the proceedings at any meeting. (d) (COPIES) A copy of a notice convening a meeting shall be given by the Trustee or the Manager (whichever is convening the meeting) to the other, and also to the Residual Income Beneficiaries and the Designated Rating Agencies. Failure to give such a notice in accordance with this clause shall invalidate the meeting unless the party who has not received the notice waives the invalidation. (e) (METHOD OF GIVING NOTICE) Notice of a meeting shall be given in the manner provided in this deed. (f) (CONTENTS OF A NOTICE) Notice of a meeting of any Class or Classes of A$ Noteholders shall specify: (i) (TIME ETC) the day, time and place of the proposed meeting; Page 97  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) (AGENDA) the agenda of the business to be transacted at the meeting; (iii) (PROPOSED RESOLUTION) the terms of any proposed resolution; (iv) (CLOSING OF REGISTER) that the persons appointed to maintain the relevant Register, for the purpose of determining those entitled to attend, may not register any Note Transfer relating to A$ Notes in the relevant Class or Classes for the period of 2 Business Days prior to the meeting; (v) (APPOINTMENT OF PROXIES) that appointments of proxies must be lodged no later than 24 hours prior to the time fixed for the meeting; and (vi) (ADDITIONAL INFORMATION) such additional information as the person giving the notice thinks fit. 29.4 CHAIRPERSON The Trustee may nominate a person to be chairperson of a meeting which has been convened by the Trustee or the Manager. The chairperson need not be an A$ Noteholder and may be a representative of the Trustee. If such a person is not present or is present but unwilling to act, then the relevant Class or Classes of A$ Noteholders (as the case may be) present may choose an A$ Noteholder to be the chairperson. 29.5 QUORUM At any meeting any two or more persons present in person being either of the relevant Class or Classes of A$ Noteholders (as the case may be) or a Representative, holding or representing, A$ Notes in the relevant Class, with an aggregate Invested Amount of not less than 75% of the Invested Amounts of all A$ Notes outstanding in that Class shall form a quorum for the transaction of business and no business (other than the choosing of a chairperson) shall be transacted at any meeting unless the requisite quorum is present at the commencement of business. 29.6 ADJOURNMENT (a) (QUORUM NOT PRESENT) If within 15 minutes from the time appointed for any meeting a quorum is not present, the meeting shall stand adjourned (unless the Trustee agrees that it be dissolved) for such period, not being less than 7 days nor more than 42 days, as may be appointed by the chairperson. At such adjourned meeting two or more persons present in person being either of the relevant Class or Classes of A$ Noteholders (as the case may be) or a Representative, holding or representing, A$ Notes in the relevant Class, with an aggregate Invested Amount Page 98  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- of not less than 50% of the Invested Amounts of all A$ Notes outstanding in that Class shall form a quorum and shall have the power to pass any resolution and to decide on all matters which could properly have been dealt with at the meetings from which the adjournment took place had a quorum been present at such meeting. (b) (ADJOURNMENT OF MEETING) The chairperson may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place. (c) (NOTICE OF ADJOURNED MEETING) At least 5 days' notice of any meeting adjourned through want of a quorum shall be given in the same manner as for the original meeting and such notice shall state the quorum required at such adjourned meeting. It shall not, however, otherwise be necessary to give any notice of an adjourned meeting. 29.7 VOTING PROCEDURE (a) (SHOW OF HANDS) Every resolution submitted to a meeting shall be decided in the first instance by a show of hands and, in case of equality of votes, the chairperson shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he or she may be entitled as an A$ Noteholder or as a Representative. (b) (DECLARATION) At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded, a declaration by the chairperson that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. (c) (POLL) If at any meeting a poll is demanded by the chairperson, the Trustee or the Manager or by one or more persons being either of the relevant Class or Classes of A$ Noteholders (as the case may be) or a Representative, holding or representing, A$ Notes in the relevant Class, with an aggregate Invested Amount of not less than 2% of the Invested Amounts of all A$ Notes outstanding in that Class, it shall be taken in such manner and (subject to this clause) either at once or after such an adjournment as the chairperson directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. Page 99  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn. (d) (NO ADJOURNMENT) Any poll demanded at any meeting on the election of a chairperson or on any question of adjournment shall be taken at the meeting without adjournment. (e) (VOTES) Subject to clause 29.7(a), at any meeting: (i) on a show of hands, every person present being an A$ Noteholder in respect of the relevant Class or Classes of A$ Notes holding, or being a Representative holding or representing, then outstanding A$ Notes of the relevant Class or Classes (as the case may be) shall have one vote; and (ii) on a poll, every person present shall have one vote for each A$ Note of the relevant Class or Classes (as the case may be) then outstanding that he or she holds or in respect of which he or she is a Representative as stated in the relevant Register at the date the notices are dispatched to the relevant A$ Noteholders for the meeting. Any person entitled to more than one vote need not use all his or her votes or cast all his or her votes to which he or she is entitled in the same way. 29.8 RIGHT TO ATTEND AND SPEAK The Trustee, the Manager and each relevant Residual Income Beneficiary (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the A$ Noteholders or any Class (as the case may be). No person shall otherwise be entitled to attend or vote at any meeting of the A$ Noteholders or any Class (as the case may be) unless he or she holds outstanding A$ Notes of the relevant Class or is a Representative holding , or representing the holder of, A$ Notes of the relevant Class. 29.9 APPOINTMENT OF PROXIES (a) (REQUIREMENTS) Each instrument appointing a proxy shall be in writing and, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution, shall be deposited at the registered office of the Trustee or at such other place as the Trustee shall designate or approve not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in Page 100  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- default, the instrument or proxy shall be treated as invalid unless the chairperson of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy proof (if applicable) of due execution shall if required by the Trustee be produced by the proxy at the meeting or adjourned meeting but the Trustee shall not be obliged to investigate or be concerned with the validity of the instrument, or the authority of, the proxy named in any such instrument. Any person may act as a proxy whether or not that person is an A$ Noteholder. (b) (PROXY REMAINS VALID) Any vote given in accordance with the terms of an instrument of proxy conforming with clause 29.9(a) shall be valid notwithstanding the previous death or insanity of the principal, revocation or amendment of the proxy or of any of the A$ Noteholder's instructions under which it was executed, so long as no intimation in writing of such death, insanity, revocation or amendment is received by the Trustee at its registered office or by the chairperson of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the proxy is used. 29.10 CORPORATE REPRESENTATIVES A person authorised under section 250D of the Corporations Act 2001 (Cth), by an A$ Noteholder being a body corporate, to act for it at any meeting shall, in accordance with his or her authority until his or her authority is revoked by the body corporate concerned, be entitled to exercise the same powers on behalf of that body corporate as that body corporate could exercise if it were an individual A$ Noteholder and shall be entitled to produce evidence of his or her authority to act at any time before the time appointed for the holding of or at the meeting or adjourned meeting or for the taking of a poll at which he proposes to vote. 29.11 RIGHTS OF REPRESENTATIVES A Representative of an A$ Noteholder shall have the right to demand or join in demanding a poll and shall (except and to the extent to which the Representative is specially directed to vote for or against any proposal) have power generally to act at a meeting for that A$ Noteholder. The Trustee, the Manager and any officer of the Trustee and the Manager may be appointed a Representative. 29.12 POWERS OF A MEETING OF A$ NOTEHOLDERS (a) (POWERS) Subject to the Security Trust Deed (and in particular any power of the Note Trustee and the Class A-3 Noteholders to override the decisions of either or both of the Class B Page 101  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Noteholders and the Class C Noteholders), a meeting of all or any Class A$ Noteholders shall, without prejudice to any rights or powers conferred on other persons by the Transaction Documents, only have power to do the following exercisable by Extraordinary Resolution: (i) to sanction any action that the Trustee, the Manager or the relevant Servicer proposes to take to enforce the provisions of any Transaction Document; (ii) to sanction any proposal by the Manager, the Trustee or the relevant Servicer for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the relevant Class or Classes of A$ Noteholders against the Trustee, the Manager, an Approved Seller or the relevant Servicer whether such rights arise under any Transaction Document or otherwise; (iii) to sanction the exchange or substitution of the relevant Class or Classes of A$ Notes for, or the conversion of the relevant Class or Classes of A$ Notes into, other obligations or securities of the Trustee or any other body corporate formed or to be formed; (iv) under clause 33.2 of the Master Trust Deed, to consent to any alteration, addition or modification of any Transaction Document which shall be proposed by the Trustee or the Manager; (v) to discharge or exonerate the Trustee, the Manager, an Approved Seller or the relevant Servicer from any liability in respect of any act or omission for which it may become responsible under any Transaction Document; (vi) to authorise the Trustee, the Manager, the relevant Servicer or any other person to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution; and (vii) to exercise any other power expressly granted under the Supplementary Terms Notice. (b) (NO POWER) No meeting of the Class A$ Noteholders shall have power to, nor shall any resolution submitted to the meeting propose or have the effect of: (i) removing the Servicer or the Manager from office; Page 102  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) interfering with the management of the Trust; (iii) winding up or terminating the Trust (except as contemplated by clause 29.12(a)(vii)); (iv) altering the Authorised Investments of the Trust; (v) amending any Transaction Document (except as contemplated by clause 29.12(a)); or (vi) altering the Interest Payment Dates, Principal Payment Dates, Interest, Principal Entitlements or the other terms of the Supplementary Terms Notice (subject to clause 29.12(a)(iii)). 29.13 EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS An Extraordinary Resolution passed at a meeting of any Class or Classes of A$ Noteholders duly convened and held in accordance with this deed shall be binding on all of the relevant Class or Classes of A$ Noteholders whether or not present at such meeting. Each such A$ Noteholder, the Trustee and the Manager shall be bound to give effect to that resolution accordingly. 29.14 MINUTES AND RECORDS Minutes of all resolutions and proceedings at every meeting of any Class of A$ Noteholders shall be made and duly entered in the books to be from time to time provided for that purpose by the Trustee and any such minutes purporting to be signed by the chairperson of the meeting at which such resolutions were passed or proceedings transacted or by the chairperson of the next succeeding meeting of that Class of A$ Noteholders shall be conclusive evidence of those matters and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at such meeting to have been duly passed and transacted. 29.15 WRITTEN RESOLUTIONS Notwithstanding the preceding provisions of this clause 29, a resolution of a Class or Classes of A$ Noteholders (including an Extraordinary Resolution) may be passed, without any meeting or previous notice being required, by an instrument or instruments in writing which has or have: (a) in the case of a resolution (including an Extraordinary Resolution) of the relevant Class or Classes of A$ Noteholders (as the case may be), been signed by all of the A$ Noteholders in the relevant Class or Classes of Class A$ Noteholders; and (b) any such instrument shall be effective on presentation to the Trustee for entry in the records referred to in clause 29.14. Page 103  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 29.16 FURTHER PROCEDURES FOR MEETINGS Subject to all other provisions contained in this deed, the Trustee may, without the consent of any A$ Noteholders, prescribe such further regulations regarding the holding of any meetings of any or all Classes of A$ Noteholders and attendance and voting at such meetings as the Trustee may, with the agreement of the Manager, determine including particularly (but without prejudice to the generality of the above) such regulations and requirements as the Trustee thinks reasonable: (a) (ENTITLEMENT TO VOTE) so as to satisfy itself that persons who purport to attend or vote at any meeting of any A$ Noteholders are entitled to do so in accordance with this deed; and (b) (FORMS OF REPRESENTATIVE) as to the form of appointment of a Representative, but the Trustee may not decrease the percentage of a Class or Classes of A$ Noteholders required to pass an Extraordinary Resolution or an ordinary resolution. (uu) CLAUSE 30.13 For the purpose of the Trust, in clause 30.13, a new paragraph (g) is inserted as follows: (g) The Trustee will not be regarded as negligent or in Default to the extent to which it accepts and relies on an opinion, advice or letter from a professional adviser (legal, financial, audit or otherwise) which contains a dollar amount limitation on that professional adviser's liability. (vv) CLAUSE 30.15 (i) For the purpose of the Trust, clause 30.15 is amended by deleting each reference to "Civil Penalty Payments" and replacing it with the words "Penalty Payments" (ii) For the purpose of the Trust, in clause 30.15(f) a new sub paragraph (v) is inserted as follows: (v) the amount of any criminal penalty which the Trustee is ordered to pay under the Consumer Credit Legislation. (ww) CLAUSE 30.15A - TRUSTEES RIGHT OF INDEMNITY - LAND TITLE ACT 1994 (QLD) (i) The Servicer indemnifies the Trustee, free of any set off or counterclaim, against all Title Penalty Payments which the Trustee is required to pay personally or in its capacity as trustee of the Trust and arising as a result of a breach of a representation or warranty made by the Servicer under a Transaction Document in relation to the Assets of the Trust or a breach of the Eligibility Criteria. (ii) TITLE PENALTY PAYMENT, in relation to an Asset of the Trust, means: (A) any civil or criminal penalty incurred by the Trustee under the Land Title Act 1994 (Qld); Page 104  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (B) any money ordered by a court or other judicial body to be paid by the Trustee in relation to any claim against the Trustee under the Land Title Act 1994 (Qld); (C) a payment by the Trustee in settlement of a liability or alleged liability under the Land Title Act 1994 (Qld), in each case in respect of an Asset of the Trust, and includes any legal costs incurred by the Trustee or which the Trustee is ordered by a court of other judicial body to pay in connection with paragraphs (A) to (C) above. (xx) CLAUSE 32 - PAYMENTS GENERALLY For the purpose of the Trust clause 32 is amended as follows: (i) Clause 32.1 of the Master Trust Deed is deleted and replaced with the following. 32.1 PAYMENTS TO NOTEHOLDERS (a) Any payment made by or on behalf of the Trustee in respect of any Offshore Note shall be made in accordance with the relevant Supplementary Terms Notice, the Note Trust Deed and the Agency Agreement; (b) Any payment made by or on behalf of the Trustee in respect of any A$ Note shall be made to the person whose name is, on the Record Date, entered in the Register as the holder of the relevant A$ Note (or in the case of joint A$ Noteholders, to the person whose name first appears in the Register). (ii) Clause 32.2 of the Master Trust Deed is deleted and replaced with the following. 32.2 MANAGER TO ARRANGE PAYMENTS The Trustee will: (a) prepare or cause to be prepared all cheques which are to be issued to A$ Noteholders and to Beneficiaries and stamp the same as required by law; or (b) otherwise arrange payments under clause 32.7. The Trustee will sign (by autographical, mechanical or other means) cheques for despatch on the day on which they ought to be despatched. (iii) Clause 32.4 of the Master Trust Deed is deleted and replaced with the following. 32.4 PAYMENT GOOD DISCHARGE There is a full satisfaction of the moneys payable under an A$ Note, and a good discharge to the Trustee, the Manager or the Servicer (as the case may be) in relation to that A$ Note, when the cheque is despatched by post in accordance with clause 32.2(a) or, if not posted, delivered to the A$ Noteholder or as directed by the A$ Noteholder. None of the Trustee, the Manager or the Servicer shall be responsible for any moneys which are not credited to the bank account of an A$ Noteholder or a Beneficiary Page 105  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- if the Trustee's bank has been instructed to effect the direct transfer referred to in clause 32.7(c). There is a full satisfaction of the moneys payable under an Offshore Note, and a good discharge to the Trustee, the Manager or the Servicer (as the case may be) in relation to that Offshore Note, when so provided under the Note Trust Deed. (iv) Clause 32.6 of the Master Trust Deed is deleted and replaced with the following. 32.6 TAXATION (a) (NET PAYMENTS) Subject to this clause, payments in respect of the Notes shall be made free and clear of, and without deduction for, or by reference to, any present or future Taxes of any Australian Jurisdiction unless required by law. (b) (INTEREST WITHHOLDING TAX) (i) All payments in respect of the A$ Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature unless the Trustee or any person making payments on behalf of the Trustee is required by applicable law to make any such payment in respect of the A$ Notes subject to any withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatever nature. (ii) Payments on Offshore Notes by or on behalf of the Trustee will be made subject to deduction for any Interest Withholding Tax and all other withholdings and deductions referred to in relevant Condition 7 of the Offshore Notes. (iii) In the event the Trustee or the person making payments on behalf of the Trustee (as the case may be) makes such payment after such withholding or deduction has been made, the Trustee or the person making such payments on behalf of the Trustee (as the case may be) shall account to the relevant authorities for the amount so required to be withheld or deducted and neither the Trustee nor any person making payments on behalf of the Trustee (as the case may be) will be obliged to make any additional payments to the relevant Noteholders in respect of that withholding or deduction. (c) The interest payments on the Notes will not be subject to TFN withholding as the Notes will not be "Part VA Investments" Page 106  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (v) A new clause 32.7 is inserted into the Master Trust Deed as follows. 32.7 PAYMENT METHODS - A$ NOTES Any moneys payable by the Trustee, the Manager or the Servicer to an A$ Noteholder or to a Beneficiary under this Master Trust Deed and the relevant Supplementary Terms Notice shall be paid by the Trustee in Sydney or if the Trustee elects may be paid by: (a) (CHEQUE) crossed not negotiable cheque in favour of the A$ Noteholder or the Beneficiary (as the case may be) and despatched by post to the address of the A$ Noteholder shown in the Register on the Record Date or to the address of the Beneficiary for the purposes of clause 31; (b) (ELECTRONIC TRANSFER) electronic transfer through Austraclear; (c) (DIRECT PAYMENT) by direct transfer to a designated account of the A$ Noteholder or the Beneficiary held with a bank or other financial institution in Australia; or (d) (OTHER AGREED MANNER) any other manner specified by the A$ Noteholder or the Beneficiary (as the case may be) and agreed to by the Manager and the Trustee. (YY) CLAUSE 33.14 For the purposes of clause 30.12 of the Master Trust Deed, insert a new paragraph (j) as follows and renumber the existing paragraph (j) as paragraph (k): (j) (FOR ACTS OF NOTE REGISTRAR) for any act, omission or default of any Note Registrar appointed under the Agency Agreement or Note Trust Deed, in relation to its duties and obligations under the Agency Agreement or Note Trust Deed, except where that Note Registrar is the Trustee. 6.3 AMENDMENTS TO THE SERVICING AGREEMENT The Servicing Agreement is amended for the purpose of the Trust as follows: (a) The definition of SERVICER TRANSFER EVENT is amended by inserting the following additional paragraph: (f) the Servicer fails to comply with its obligations under clause 18 of the Supplementary Terms Notice for the Crusade Global Trust No. 1 of 2007 and that non compliance is material and is not remedied within 30 days. (b) Clause 5.2(a) is amended by replacing the words "on the Remittance Date for that Collection Period" with the words "on or before the expiration of five (5) Business Days from receipt by the Servicer". (c) Clause 5.2(b)(ii) is amended by replacing the words "five Business Days following receipt by the Servicer" with the words "immediately upon receipt by the Servicer". (d) Clause 7.3(a) is amended by replacing the number "120" with the number "90". Page 107  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 6.4 CLAUSE 6.14 For the purposes of clause 6.14 of the Master Trust Deed, all references to Notes in that clause shall be references only to Offshore Notes. 7. CALL AND TAX REDEMPTION 7.1 CALL OF CLASS A NOTES The Trustee must, when so directed by the Manager (at the Manager's option), having given not more than 60 nor less than 25 days' notice to the Class A Noteholders in accordance with, in the case of the Class A-1 Notes and the Class A-2 Notes, Condition 12 and in the case of the Class A-3 Notes, in accordance with the terms of this Supplementary Terms Notice and the Master Trust Deed, purchase or redeem all, but not some only of the Class A Notes by repaying the Invested Amount, or, if all the Class A Noteholders so agree, the Stated Amount, of those Class A Notes, together with accrued interest to (but excluding) the date of repurchase or redemption on any Quarterly Payment Date falling on or after the Call Date provided that the Trustee will be in a position on such Quarterly Payment Date to discharge (and the Manager so certifies to the Trustee and the Note Trustee upon which the Trustee and the Note Trustee will rely conclusively) all its liabilities in respect of the Class A Notes (at their Invested Amount or their Stated Amount if so agreed by all the Class A Noteholders) and any amounts which would be required under the Security Trust Deed to be paid in priority or pari passu with the Class A Notes if the security for the Notes were being enforced. 7.2 CALL OF CLASS B NOTES The Trustee must, when so directed by the Manager (at the Manager's option), having given not more than 60 nor less than 25 days' notice to the Class B Noteholders in accordance with the terms of the Supplementary Terms Notice and the Master Trust Deed and purchase or redeem all, but not some only of the Class B Notes by repaying the Invested Amount, or, if the Class B Noteholders, by Extraordinary Resolution of the Class B Noteholders so agree, the Stated Amount, of those Class B Notes, together with accrued interest to (but excluding) the date of repurchase or redemption on any Quarterly Payment Date falling on or after the Call Date provided that: (a) the Trustee will be in a position on such Call Date to discharge (and the Manager so certifies to the Trustee upon which the Trustee will rely conclusively) all its liabilities in respect of the Class B Notes (at their Invested Amount or their Stated Amount if so agreed by the Class B Noteholders) and any amounts which would be required under the Security Trust Deed to be paid in priority or pari passu with the Class B Notes if the security for the Notes were being enforced; and (b) all Class A Notes have been redeemed in full before that Call Date, or will be redeemed in full on that Call Date. 7.3 CALL OF CLASS C NOTES The Trustee must, when so directed by the Manager (at the Manager's option), having given not more than 60 nor less than 25 days' notice to the Class C Noteholders in accordance with the terms of the Supplementary Terms Notice and the Master Trust Deed, and purchase or redeem all, but not Page 108  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- some only of the Class C Notes by repaying the Invested Amount, or, if the Class C Noteholders, by Extraordinary Resolution of the Class C Noteholders so agree, the Stated Amount, of those Class C Notes, together with accrued interest to (but excluding) the date of repurchase or redemption on any Quarterly Payment Date falling on or after the Call Date, provided that: (a) the Trustee will be in a position on such Call Date to discharge (and the Manager so certifies to the Trustee upon which the Trustee will rely conclusively) all its liabilities in respect of the Class C Notes (at their Invested Amount or their Stated Amount if so agreed by the Class C Noteholders) and any amounts which would be required under the Security Trust Deed to be paid in priority or pari passu with the Class C Notes if the security for the Notes were being enforced; and (b) all Class B Notes have been redeemed in full before that Call Date or will be redeemed in full on that Call Date. 7.4 TAX EVENT If the Manager satisfies the Trustee and the Note Trustee immediately prior to giving the notice referred to below that either: (a) on the next Quarterly Payment Date the Trustee (or a Paying Agent) would be required to deduct or withhold from any payment of principal or interest in respect of the Notes or a Currency Swap in respect of any Offshore Notes any amount for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the Commonwealth of Australia or any of its political sub-divisions or any of its authorities; or (b) the total amount payable in respect of interest in relation to any of the Purchased Receivables for a Collection Period ceases to be receivable (whether or not actually received) by the Trustee during such Collection Period (but, for the avoidance of doubt, this paragraph does not apply to the failure by the Trustee to receive any interest on any Purchased Receivable merely by reason of the failure by the relevant Obligors to pay that interest in breach of the relevant Purchased Receivable), the Trustee must, when so directed by the Manager, at the Manager's option (provided that the Trustee will be in a position on such Quarterly Payment Date to discharge (and the Manager will so certify to the Trustee and the Note Trustee) all its liabilities in respect of those Notes (at their Invested Amount or if the Noteholders of those Notes have agreed by Extraordinary Resolution and have so notified the Trustee and the Manager not less than 21 days before such Quarterly Payment Date, at their Stated Amount) and any amounts which would be required under the Security Trust Deed to be paid in priority or pari passu with those Notes if the security for the Notes were being enforced), having given not more than 60 nor less than 25 days' notice to the Noteholders of those Notes (and all other Noteholders whose Notes are to be redeemed at the same time), in accordance with Condition 12 for any Offshore Notes redeem all, but not some only, of those Notes at their Invested Amount (or, if the Class A Noteholders by Extraordinary Resolution have so agreed, at their Stated Amount) together with accrued interest to (but excluding) the date of redemption on any subsequent Quarterly Payment Date, provided that the Class A Noteholders may by Extraordinary Resolution elect, and shall notify the Trustee and the Manager not less than 21 days before the next Page 109  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Quarterly Payment Date following the receipt of notice of such proposed redemption, that they do not require the Trustee to redeem the Class A Notes. 7.5 FULL SATISFACTION Repayment and redemption of Class A Notes, Class B Notes or Class C Notes in accordance with clause 7.1, 7.2, 7.3 or 7.4 (as the case may be) shall be in full satisfaction of the Trustee's obligations under the relevant Notes. 8. SUBSTITUTION AND REMOVAL OF PURCHASED RECEIVABLES 8.1 APPROVED SELLER SUBSTITUTION (a) The Trustee must, at the direction of the Manager (at the Manager's option), at any time replace a Receivable of the Trust which has been repurchased by the Approved Seller under clause 12.6(d) of the Master Trust Deed using the funds received from the repurchase to purchase a substitute Eligible Receivable from the Approved Seller, if available. (b) The Approved Seller may elect to sell a substitute Receivable to the Trustee (which the Trustee shall acquire if it is directed by the Manager to do so), provided the substitute Receivable satisfies the following requirements: (i) it complies with the Eligibility Criteria; (ii) at the time of substitution, the substitute Receivable has a maturity date no later than the date being 2 years prior to the Final Maturity Date; (iii) the substitution will not adversely affect the Rating of any Notes; (iv) the relevant Mortgage Insurer has confirmed that the substitute Receivable is covered by the relevant Mortgage Insurance Policy; and (v) it is selected by the Manager in accordance with clause 8.3. 8.2 OTHER SUBSTITUTIONS The Trustee must, at the direction of the Manager (at the Manager's option), at any time: (a) replace a Mortgage relating to a Purchased Receivable; (b) allow an Obligor to replace the Mortgaged Property secured by such a Mortgage; or (c) allow an Obligor to refinance a Purchased Receivable to purchase a new Mortgaged Property, provided that all of the following conditions are met: (i) the same Obligor or Obligors continue to be the Obligor or Obligors under the replacement Mortgage and that Purchased Receivable or refinanced Receivable (as the case may be); (ii) either the replacement Mortgage, or the replacement Mortgaged Property, do not result in the relevant Purchased Receivable failing to comply with the Eligibility Criteria or the refinanced Receivable satisfies the Eligibility Criteria (as the case may be); Page 110  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) any such replacement or refinancing occurs simultaneously with the release of the previous Mortgage, Mortgaged Property or Receivable (as the case may be); (iv) the principal outstanding under the relevant Receivable is, after the replacement or refinancing, the same as before that replacement or refinancing; and (v) clause 8.3 applies. 8.3 SELECTION CRITERIA (a) The Manager will apply the following criteria (in descending order of importance) when selecting a substitute Eligible Receivable under clause 8.1 or approving a substitution under clause 8.2: (i) an outgoing Eligible Receivable which is not a Low Doc Loan will not be substituted by a Loan which is a Low Doc Loan; (ii) the substitute Eligible Receivable will have an Unpaid Balance within A$30,000 of the outgoing Eligible Receivable's Unpaid Balance, as determined at the time of substitution; (iii) an outgoing owner-occupied or investment Mortgage will be replaced by another owner-occupied or investment Mortgage (as the case may be); (iv) the substitute Eligible Receivable will have a then current LVR no more than five per cent (5%) greater than the outgoing Eligible Receivables then current LVR, as determined at the time of substitution; (v) an outgoing Eligible Receivable will be substituted by another Eligible Receivable with a security property located in the same State or Territory; (vi) an outgoing Eligible Receivable will be substituted by another Eligible Receivable with a security property with the same or similar postcode; and (vii) in the case of substitution under clause 8.1, the substitute Eligible Receivable will have the closest original loan amount to that of the outgoing Eligible Receivable. (b) The Trustee is entitled to rely on the information provided by the Manager in this regard. 8.4 REMOVAL OF PURCHASED RECEIVABLES - TOP UPS (a) If during any Collection Period an Obligor requests from the Servicer a Further Advance and that request is approved by the Servicer, the Manager must direct the Trustee to offer to transfer that Purchased Receivable from the Trust to St.George subject to this clause 8.4. (b) If the Trustee receives a direction from the Manager under paragraph (a) in respect of a Purchased Receivable, it must deliver to St.George an offer in writing to extinguish the Trustee's equitable title to the relevant Purchased Receivables in favour of St.George. The Manager must prepare that offer on behalf of the Trustee, and that offer must specify: (i) details of the Purchased Receivable; (ii) the proposed date of extinguishment of equitable title; (iii) the unpaid principal amount of the Purchased Receivable; Page 111  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iv) the Unpaid Balance of the Purchased Receivable as at the proposed date of extinguishment of equitable title; and (v) such other details as St.George reasonably requires in such offers from time to time. (c) If St.George receives an offer under paragraph (b) in respect of a Purchased Receivable it may, but is not obliged to, accept that offer by paying the Unpaid Balance of that Purchased Receivable on the date of extinguishment. On that payment, and without the need for any person to do any other act, matter or thing: (i) the Trustee shall cease to have any interest in the relevant Purchased Receivables and related Receivable Rights as at the date of extinguishment; (ii) St.George shall hold both the legal and beneficial interest in those Purchased Receivables and Receivable Rights and be entitled to all interest and fees that accrue in respect of them from (and including) the date of extinguishment (and the Trustee shall be entitled to all interest and fees accrued and unpaid prior to that date, and St.George must account to the Trustee for such amounts on receipt); and (iii) no rights or interest under or in respect of those Receivables or Receivable Rights shall form part of the Assets of the Trust. (d) Notwithstanding any negotiations or discussions undertaken between St.George, the Manager or the Trustee prior to St.George accepting the offer under paragraph (b), St.George is not obliged to accept that offer and no contract for the sale or purchase of any Purchased Receivables or related Receivable Rights referred to in that offer will arise unless and until St.George accepts that offer in accordance with this clause. (e) If St.George does not accept an offer under paragraph (b) to transfer a Purchased Receivable, the request by the Obligor in respect of that Purchased Receivable referred to in paragraph (a) must not be accepted and the principal balance of that Purchased Receivable may not be increased in accordance with that request. 9. APPLICATION OF THRESHOLD RATE 9.1 CALCULATION OF THRESHOLD RATE If at any time the Basis Swap is terminated, the Manager must, on each of: (a) the earlier of: (i) the date which is 3 Business Days following the date on which the Basis Swap is terminated; and (ii) the Determination Date immediately following the date on which the Basis Swap is terminated; and (b) each successive Determination Date for so long as the Basis Swap has not been replaced by a similar Hedge Agreement or until the Trustee and the Manager otherwise agree (and each Designated Rating Agency for each Class of Notes has confirmed in writing that that Page 112  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- agreement would not result in a downgrading of the rating given to any relevant Note or the withdrawal of the rating of any relevant Note), calculate the Threshold Rate as at that date and notify the Trustee, the Servicer and the Approved Seller of that Threshold Rate on the relevant Payment Date. 9.2 SETTING THRESHOLD RATE If the Servicer is notified of a Threshold Rate under clause 9.1, it will, not more than 7 Business Days following the date on which the Basis Swap is terminated, ensure that the interest rate payable on each Purchased Receivable which is subject to a variable rate is set not less than the Threshold Rate and shall promptly notify the relevant Obligors of the change in accordance with the Receivable Agreements. 9.3 LOAN OFFSET DEPOSIT ACCOUNTS If at any time there is no current Basis Swap in place, the Servicer and the Approved Seller must ensure that the interest rates applicable to the Loan Offset Deposit Accounts are such that, if the Approved Seller does not meet any of its obligations under clause 5.27, the Servicer will not be required, as a direct result of that non-payment, to increase the Threshold Rate under this clause 9. 10. TITLE PERFECTION EVENTS Each of the following is a Title Perfection Event. (a) (DOWNGRADE) The Approved Seller ceases to have a long term rating of at least BBB from S&P or Baa2 from Moody's or BBB from Fitch Ratings. (b) (EVENT OF INSOLVENCY) An Insolvency Event occurs with respect to the Approved Seller. (c) (NON COMPLIANCE) The Servicer as Approved Seller fails to pay any Collections (as defined in the Servicing Agreement) within the time required under the Servicing Agreement. (d) (SERVICER TRANSFER EVENT) For so long as the Servicer is also an Approved Seller to the Trust, a Servicer Transfer Event occurs. (e) (BREACH OF REPRESENTATIONS) The Approved Seller breaches any representation, warranty, covenant or undertaking made by it in a Transaction Document, which breach, if capable of remedy, is not remedied within 30 days of the earlier of: (i) the Approved Seller becoming aware of the breach; and (ii) the Approved Seller being notified of the breach by the Trustee, Manager or Servicer. 11. BENEFICIARY 11.1 ISSUE OF UNITS (a) The beneficial interest in the Trust will be constituted by the issue of: (i) a single residual capital unit (the RESIDUAL CAPITAL UNIT); and Page 113  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) a single residual income unit (the RESIDUAL INCOME UNIT). The holders of the Residual Capital Unit and the Residual Income Unit (each, a UNIT) hold the beneficial interest in the Trust in accordance with the Master Trust Deed and this Supplementary Terms Notice. (b) The Trustee must, on receipt of the issue price of each Unit specified below, issue the relevant Unit by registering the holder in the register kept under this clause 11. (c) A failure by the Trustee to issue a Unit does not affect a Beneficiary's rights as a beneficiary of the Trust under the Master Trust Deed and this Supplementary Terms Notice. 11.2 RESIDUAL CAPITAL UNIT (a) The holder of the Residual Capital Unit is Allens Arthur Robinson Corporate Advisory Pty Ltd. (b) The issue price of the Residual Capital Unit is the amount of $10, paid on establishment of the Trust. (c) The Residual Capital Beneficiary has no right to receive distributions in respect of the Trust other than the right to receive an amount of $10 on the termination of the Trust. The Residual Capital Unit may not be redeemed at any other time or in any other way. (d) The Residual Capital Unit is not transferable except that the Residual Capital Beneficiary may transfer the Residual Capital Unit to the Residual Income Beneficiary provided that the Trustee and the Note Trustee have received a tax opinion, in a form and substance acceptable to the Trustee (acting reasonably), that the transfer of the Residual Capital Unit will not adversely affect the taxation treatment of the Trust and each of the other parties to this Supplementary Terms Notice, after being given prior notice in writing, is reasonably satisfied that they and the Noteholders will not be adversely affected by the transfer of the Residual Capital Unit to the Residual Income Beneficiary. (e) No other Residual Capital Units may be issued. 11.3 RESIDUAL INCOME UNIT (a) The holder of the Residual Income Unit is Crusade Management Limited. (b) The issue price of the Residual Income Unit is the amount of $10, paid on establishment of the Trust. (c) The beneficial interest held by the Residual Income Beneficiary is limited to the Trust and each Asset of the Trust (subject to the rights of the Residual Capital Beneficiary under clause 11.2) subject to and in accordance with the Master Trust Deed and this Supplementary Terms Notice. (d) Subject to clause 24 of the Master Trust Deed, the Residual Income Beneficiary has no right to receive distributions in respect of the Trust other than: (i) the right to receive distributions in respect of the Trust under the Master Trust Deed and this Supplementary Terms Notice to the extent that Excess Distributions are available for distribution under the Master Trust Deed and this Supplementary Terms Notice; and Page 114  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) the right to receive on the termination of the Trust the entire beneficial interest of the Trust, subject to the rights of the Residual Capital Beneficiary. The Residual Income Unit may not be redeemed at any other time or in any other way. (e) The Residual Income Unit is not transferable. (f) No other Residual Income Units may be issued. 11.4 UNIT REGISTER (a) The entitlement of any person to a Unit will be evidenced by registration in the register maintained under this clause 11.4 (the UNIT REGISTER). (b) The Trustee will keep the Unit Register at its registered office in a form that it considers appropriate and will enter the following particulars: (i) the name and address of each Beneficiary; (ii) the date on which the name of each Beneficiary is entered in the Unit Register; (iii) the date on which each Beneficiary ceases to be registered as a Beneficiary; (iv) the subscription moneys initially paid for each Unit; and (v) any other details which the Trustee may consider necessary or desirable. (c) Each Beneficiary shall promptly notify the Trustee in writing of any change of name or address and the Trustee will alter the Unit Register accordingly. (d) The Beneficiary may not assign, or create or allow to exist any Security Interest over, its rights or interests in respect of the Trust if to do so would have a Material Adverse Effect or might have an adverse tax consequence in respect of the Trust. (e) Without limiting clause 11.1, the interest of a Beneficiary will be constituted by registration in the Unit Register. 12. NOTE TRUSTEE 12.1 CAPACITY The Note Trustee is a party to this Supplementary Terms Notice in its capacity as trustee for and on behalf of the Offshore Noteholders from time to time under and subject to the terms of the Note Trust Deed. 12.2 EXERCISE OF RIGHTS (a) The rights, remedies and discretions of the Offshore Noteholders under the Transaction Documents including all rights to vote or give instructions to the Security Trustee and to enforce undertakings or warranties under the Transaction Documents, except as otherwise provided in the Note Trust Deed or the Security Trust Deed, may only be exercised by the Note Trustee on behalf of the Offshore Noteholders in accordance with the Note Trust Deed. Page 115  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) The Offshore Noteholders, except as otherwise provided in the Note Trust Deed or the Security Trust Deed, may only exercise enforcement rights in respect of the Mortgaged Property through the Note Trustee and only in accordance with the Transaction Documents. 12.3 REPRESENTATION AND WARRANTY The Note Trustee represents and warrants to each other party to this Supplementary Terms Notice that it has the power under the Note Trust Deed to enter into the Transaction Documents to which it is a party and to exercise the rights, remedies and discretions of, and to vote on behalf of the Offshore Noteholders, in each case subject to the terms of the Transaction Documents. 12.4 PAYMENTS Any payment to be made to the Offshore Noteholders under the Transaction Documents may be made to the relevant Paying Agent or the Note Trustee (as the case may be) in accordance with the Agency Agreement and the Note Trust Deed. 12.5 PAYMENT TO BE MADE ON BUSINESS DAY If any payment is due under a Transaction Document on a day which is not a Business Day the due date will be the next Business Day unless that day falls in the next calendar month, in which case the due date will be the preceding Business Day. 13. COMPLIANCE WITH SECURITY TRUST DEED The parties to this Supplementary Terms Notice agree to comply with clause 16.11 of the Security Trust Deed. 14. CUSTODIAN AGREEMENT The Custodian Agreement is amended for the purpose of the Trust by deleting the words and between each Relevant Trust from the second/third line of clause 3.1(c). 15. MANAGER'S DIRECTIONS TO BE IN WRITING Any direction given to the Trustee by the Manager under a Transaction Document must be in writing. 16. UNDERTAKINGS BY APPROVED SELLER AND SERVICER (a) Each of the Seller and Servicer undertakes that: (i) it will not allow the interest rate on a Purchased Receivable which is a Fixed Rate Loan to be re-fixed at the end of its fixed rate term if it will result in a downgrade or withdrawal of the rating of any Notes; (ii) it will not allow a Purchased Receivable to convert from a Fixed Rate Loan to a Floating Rate Loan, or from a Floating Rate Loan to a Fixed Rate Loan, if that conversion would result in a downgrade or withdrawal of the rating of any Notes; Page 116  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (iii) it must ensure that if the use of any Mortgaged Property which relates to a Purchased Receivable from owner occupied to investment, or from investment to owner occupied, the relevant Purchased Receivable continues to satisfy the Eligibility Criteria; and (iv) it must not provide to any Obligor features in respect of a Purchased Receivable which are additional to those that applied on the Closing Date unless those additional features would not: (A) affect any Mortgage Insurance Policy relating to that Purchased Receivable; (B) result in the downgrade or withdrawal of the rating of any Notes. (b) The Manager and the Servicer undertake to the Trustee, to each Noteholder and to the Security Trustee to: (i) give the Trustee such directions; and (ii) take such actions as may be taken by a third party on behalf of the Trustee, as are necessary to ensure that the Trustee complies with the ASX listing rules. (c) The Approved Seller undertakes to the Trustee to deliver to the Servicer, and the Servicer undertakes to the Trustee to: (i) keep, all records in relation to the Receivables required in accordance, where applicable, with Sections 11A and 11B of the Land Title Act 1994 (Qld); and (ii) give access to those records (described in paragraph (i) above) to the Trustee on request if required by the Trustee to comply with the Land Title Act 1994 (Qld). (d) The Manager and Servicer fully indemnify the Trustee and Security Trustee from and against any expense, loss, damage, liability, fines, forfeiture, legal fees and related costs which the Trustee or the Security Trustee may incur (whether directly or indirectly) as a consequence of the breach of an undertaking made by the Manager or Servicer under this clause 16 except as a result of the fraud, negligence or breach of trust of the Security Trustee or the fraud, negligence or Default of the Trustee (as the case may be). 17. TAX REFORM 17.1 TAXATION OF TRUSTS AND CONSOLIDATED GROUPS The parties (other than the Note Trustee) acknowledge that: (a) the Commonwealth Government has withdrawn draft legislation under which non-fixed trusts would have been taxed as companies from 1 July 2001 but has indicated its intention to take steps to avoid tax abusive use of trusts which may include taxing some trusts as companies; (b) the Commonwealth Government has released legislation in relation to the tax consolidation regime. Whilst the Trust will not, as structured, form part of a consolidated group of companies and trusts for tax purposes (a CONSOLIDATED TAX GROUP), if the Trust becomes a member of a consolidated tax group, under the Act, the Trustee could be liable for all, or a Page 117  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- share, of a tax-related liability of the head company of that consolidated tax group (a GROUP TAX LIABILITY) if: (i) the head company of the consolidated tax group does not pay that group tax liability by the time it becomes due and payable; and (ii) that group tax liability is not covered by a valid and effective tax sharing agreement for the purposes of section 721-25 of the Income Tax Assessment Act 1997 (A VALID TAX SHARING AGREEMENT); and (c) it is in the interest of all parties, including the Trustee, the Noteholders and the Beneficiaries, that: (i) the Trustee always be in a position to pay any tax liability when due; (ii) the payment of tax by the Trustee must not affect the amount of principal or interest payable on the Notes or the timing of such payments; and (iii) the rating of the Notes be maintained. 17.2 AMENDING BILL - TAXATION OF TRUSTS If and when an amending Bill is introduced into the Federal Parliament (the AMENDING BILL), and the result of that amending Bill if it becomes law will be that the Trustee will become liable to pay tax on the net income of the Trust (as described in clause 17.1(a)), then: (a) the Manager shall promptly consult with the Trustee and each Designated Rating Agency to determine what changes, if any, are necessary to the cashflow methodology in clause b to achieve the objective referred to in clause 17.1(c) (the OBJECTIVE); and (b) within one month of the amending Bill being introduced into the Federal Parliament (or such longer time as the Trustee and each Designated Rating Agency permit) the Manager shall provide a written recommendation to the Trustee and use its best endeavours to provide a draft deed amending this Supplementary Terms Notice that, if executed, will achieve the Objective. If and when the amending Bill becomes law and upon the Trustee being notified that the draft deed amending this Supplementary Terms Notice will achieve the Objective (and in this regard the Trustee may rely (amongst others) upon advice of tax lawyers) and each of the other parties to this Supplementary Terms Notice being reasonably satisfied that it will not be adversely affected by the proposed amendments to this Supplementary Terms Notice, each party to this Supplementary Terms Notice shall execute that amendment deed (and shall have no liability for doing so). If the Manager and the Trustee cannot agree to amend the Supplementary Terms Notice, they will proceed with unwinding the transaction. 17.3 GROUP TAX LIABILITIES If the Trust becomes a member of a consolidated tax group and the head company of that consolidated tax group does not at that time, or at any subsequent time, provide evidence to the satisfaction of the Trustee (which may rely upon the advice of tax lawyers, amongst others) that the tax liabilities of the consolidated group are covered by a valid tax sharing agreement that apportions Page 118  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- those tax liabilities to the Trustee on a basis acceptable to the Trustee (and the Trustee acknowledges that a nil allocation of the group tax liabilities will be acceptable to it) then: (a) the Trustee shall, as soon as is practicable, take steps to ensure that the Trust ceases to be a member of that consolidated group; (b) the Manager shall promptly consult with the Trustee and each Designated Rating Agency to determine what changes, if any, are necessary to the cashflow methodology in clause 5 to achieve the Objective; and (c) within one month of such consultations commencing (or such longer time as the Trustee and each Designated Rating Agency may permit) the Manager shall provide a written recommendation to the Trustee and use its best endeavours to provide a draft deed amending this Supplementary Terms Notice that, if executed, will achieve the Objective. Upon the Trustee being notified that the draft deed amending this Supplementary Terms Notice will achieve the Objective (and in this regard the Trustee may rely upon advice of tax lawyers, amongst others) and each of the other parties to this Supplementary Terms Notice being reasonably satisfied that it will not be adversely affected by the proposed amendments to this Supplementary Terms Notice, each party to this Supplementary Terms Notice shall execute that amendment deed. If the Manager and the Trustee cannot agree to amend this Supplementary Terms Notice, or that amendments to this Supplementary Terms Notice are not necessary, they will proceed with unwinding the transaction. 17.4 EVIDENCE OF TAX SHARING AGREEMENT The Manager shall procure that the head company of a consolidated tax group of which the Trust becomes a member will: (a) ensure that the group tax liabilities of that consolidated tax group are covered by a valid tax sharing agreement; and (b) provide evidence of such a tax sharing agreement being in place for the purposes of clause 17.3: (i) at the time the Trust becomes a member of the consolidated tax group; and (ii) on each occasion that there is any alteration, amendment or replacement of a tax sharing agreement covering the tax liabilities of the consolidated tax group. 17.5 OBJECTIVE Provided that the Trustee and the Designated Rating Agencies receive written advice from an experienced and reputable tax lawyer or tax accountant to the effect that if the cashflow methodology, as amended under clause 17.2 or 17.3, is followed the Objective will be met, and each Designated Rating Agency confirms in writing that the change in Tax law or the amendment under clause 17.2 or 17.3 (as the case may be) will not give rise to the downgrade or withdrawal of the rating of any Note rated by it: (a) the Trustee shall not be obliged to obtain the consent of any Noteholder, Creditor or Beneficiary to the amendment; and (b) subject to its terms, the amendment shall be effective when executed, and may: Page 119  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (i) permit the Trustee to accumulate a reserve out of moneys that would otherwise be payable to any Beneficiary; and/or (ii) provide for Tax to be paid out of moneys that would otherwise have been payable to any Beneficiary. 17.6 BENEFICIARIES Without limiting clause 17.5, in formulating a proposal to meet the Objective, the Manager shall have regard to the impact of any change to the cashflow methodology to the Beneficiaries, and shall consider proposals made by the Beneficiaries that will enable the Trustee to meet the Objective. 18. COMPLIANCE WITH REGULATION AB 18.1 INTENT OF THE PARTIES, REASONABLENESS St.George and the Manager acknowledge and agree that the purpose of this clause 18 is to facilitate compliance by the Manager with the provisions of Regulation AB and related rules and regulations of the Commission. The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. St.George acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. St.George shall cooperate fully with the Manager to deliver to the Manager (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Manager to permit the Manager to comply with the provisions of Regulation AB, together with such disclosures relating to St.George, any Subservicer and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Manager to be necessary in order to effect such compliance. The Manager (including any of its assignees or designees) shall cooperate with St.George by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB. 18.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF ST.GEORGE (a) St.George shall be deemed to represent to the Manager, as of the date on which information is first provided to the Manager under clause 18.3 that, except as disclosed in writing to the Manager prior to such date: (i) St.George is not aware and has not received notice that any default, early amortisation or other performance triggering event has occurred as to any other securitisation due to any act or failure to act of St.George; Page 120  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) St.George has not been terminated as servicer in a residential housing loan securitisation, either due to a servicing default or to application of a servicing performance test or trigger; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving St.George as servicer has been disclosed or reported by St.George; (iv) no material changes to St.George's policies or procedures with respect to the servicing function it will perform under the Servicing Agreement and any other Transaction Document for housing loans of a type similar to the Purchased Receivables have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of St.George's financial condition that could have a material adverse effect on the performance by St.George of its servicing obligations under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against St.George or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to St.George or any Subservicer with respect to the transactions contemplated by this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document and any party thereto identified by the Manager of a type described in Item 1119 of Regulation AB. (b) If so requested by the Manager on any date following the date on which information is first provided to the Manager under clause 18.3, St.George shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 18.2 or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 18.3 INFORMATION TO BE PROVIDED BY ST.GEORGE (a) St.George shall: (i) within five Business Days following request by the Manager, provide to the Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance reasonably satisfactory to the Manager, the information and materials specified in paragraphs (a), (b), (c) and (f) of this clause 18.3, and (ii) as promptly as practicable following notice to or discovery by St.George, provide to the Manager (in writing and in form and substance reasonably satisfactory to the Manager) the information specified in paragraph (d) of this clause 18.3. (b) If so requested by the Manager, St.George shall provide such information regarding: (i) St.George, as originator of the Purchased Receivables; and Page 121  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organisation; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential housing loans, which description shall include a discussion of the originator's experience in originating housing loans of a similar type as the Purchased Receivables; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Manager, to an analysis of the performance of the Purchased Receivables, including the originators' credit-granting or underwriting criteria for housing loans of similar type(s) as the Purchased Receivables and such other information as the Manager may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against St.George and any Subservicer; and (D) a description of any affiliation or relationship between St.George, any Subservicer and any of the following parties to this transaction, as such parties are identified to St.George by the Manager in writing in advance of this transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (c) If so requested by the Manager, St.George shall provide Static Pool Information with respect to the housing loans (of a similar type as the Purchased Receivables, as reasonably identified by the Manager as provided below) originated by St.George. Such Static Pool Information shall be prepared by St.George on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent that there is reasonably available to St.George Static Pool Information with respect to more than one housing loan type, the Manager shall be entitled to specify whether some or all of such information shall be provided pursuant to this paragraph. The content of such Static Page 122  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Pool Information may be in the form customarily provided by St.George, and need not be customised for the Manager. Such Static Pool Information for each vintage origination year or prior securitised pool, as applicable, shall be presented in increments no less frequently than quarterly over the life of the housing loans included in the vintage origination year or prior securitised pool. The most recent periodic increment must be as of a date no later than 135 days prior to the date of the prospectus or other offering document in which the Static Pool Information is to be included or incorporated by reference. The Static Pool Information shall be provided in an electronic format that provides a permanent record of the information provided, such as a portable document format (pdf) file, or other such electronic format reasonably required by the Manager. Promptly following notice or discovery of a material error in Static Pool Information provided pursuant to the immediately preceding paragraph (including an omission to include therein information required to be provided pursuant to such paragraph), St.George shall provide corrected Static Pool Information to the Manager, in the same format in which Static Pool Information was previously provided to such party by St.George. If so requested by the Manager, St.George shall provide, at the expense of the Manager (to the extent of any additional incremental expense associated with delivery pursuant to this Supplementary Terms Notice), such agreed-upon procedures letters of certified public accountants reasonably acceptable to the Manager, pertaining to Static Pool Information relating to prior securitised pools for securitisations closed on or after 1 January 2006 or, in the case of Static Pool Information with respect to St.George's originations or purchases, to calendar months commencing 1 January 2006, as the Manager shall reasonably request. Such letters shall be addressed to and be for the benefit of such parties as the Manager shall designate, which may include, by way of example, any broker dealer acting as underwriter, placement agent or initial purchaser with respect to transactions contemplated by this Supplementary Terms Notice. Any such statement or letter may take the form of a standard, generally applicable document accompanied by a reliance letter authorising reliance by the addressees designated by the Manager. (d) If so requested by the Manager, St.George shall provide such information regarding St.George, as servicer of the Purchased Receivables, and each Subservicer, if any (each of St.George and each Subservicer, if any, for purposes of this paragraph only, a Servicer), as is requested for the purpose of compliance with Item 1108 of Regulation AB. Such information shall include, at a minimum: (i) the Servicer's form of organisation; (ii) a description of how long the Servicer has been servicing residential housing loans; a general discussion of the Servicer's experience in servicing assets of any type as well as a more detailed discussion of the Servicer's experience in, and procedures for, the servicing function it will perform under this Supplementary Terms Notice, the Servicing Agreement and any other Transaction Document; information regarding the size, composition and growth of the Servicer's portfolio of residential housing loans of a type similar to the Purchased Receivables and information on factors related to the Servicer that may be material, in the good faith judgment of the Manager, to any analysis of the servicing of the Purchased Page 123  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Receivables or the related asset-backed securities, as applicable, including, without limitation: (A) whether any prior securitisations of housing loans of a type similar to the Purchased Receivables involving the Servicer have defaulted or experienced an early amortisation or other performance triggering event because of servicing during the three-year period immediately preceding the Closing Date; (B) the extent of outsourcing the Servicer utilises; (C) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving the Servicer as a servicer during the three-year period immediately preceding the Closing Date; (D) whether the Servicer has been terminated as servicer in a residential housing loan securitisation, either due to a servicing default or to application of a servicing performance test or trigger; and (E) such other information as the Manager may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (iii) a description of any material changes during the three-year period immediately preceding the Closing Date to the Servicer's policies or procedures with respect to the servicing function it will perform under this Supplementary Terms Notice, the Servicing Agreement and any other Transaction Document for housing loans of a type similar to the Purchased Receivables; (iv) information regarding the Servicer's financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Servicer could have a material adverse effect on the performance by St.George of its servicing obligations under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document; (v) information regarding advances made by the Servicer on the Purchased Receivables and the Servicer's overall servicing portfolio of residential housing loans for the three-year period immediately preceding the Closing Date, which may be limited to a statement by an authorised officer of the Servicer to the effect that the Servicer has made all advances required to be made on residential housing loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (vi) a description of the Servicer's processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Purchased Receivables; (vii) a description of the Servicer's processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted housing loans or workouts; and Page 124  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (viii) information as to how the Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience. (e) If so requested by the Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, St.George shall (or shall cause each Subservicer, if any, to) (i) notify the Manager in writing of (A) any material litigation or governmental proceedings pending against St.George or any Subservicer and (B) any affiliations or relationships that develop following the Closing Date between St.George or any Subservicer, if any, and any of the parties specified in sub paragraph (ii)(D) of this clause 18.3 (and any other parties identified in writing by the requesting party) with respect to the issuance of the Notes, and (ii) provide to the Manager a description of such proceedings, affiliations or relationships. (f) As a condition to the succession to St.George or any Subservicer, if any, as servicer or subservicer under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document by any person: (i) into which St.George or such Subservicer, if any, may be merged or consolidated; or (ii) which may be appointed as a successor to St.George or, if applicable, any Subservicer, St.George shall provide to the Manager, at least 15 calendar days prior to the effective date of such succession or appointment: (A) written notice to the Manager of such succession or appointment; and (B) in writing and in form and substance reasonably satisfactory to the Manager, all information reasonably requested by the Manager in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (g) In addition to such information as St.George, as servicer, is obligated to provide pursuant to other provisions of this Supplementary Terms Notice, the Servicing Agreement and any other Transaction Document, if so requested by the Manager, St.George shall provide such information regarding the performance or servicing of the Purchased Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Trustee (or the Manager on its behalf) pursuant to clause 11(m)(i) of the Note Trust Deed, commencing with the first such report due not less than ten Business Days following such request. 18.4 SERVICER COMPLIANCE STATEMENT On or before 1 December of each calendar year St.George shall deliver to the Manager a statement of compliance addressed to the Manager and signed by an authorised officer of St.George, to the effect that (i) a review of St.George's activities during the immediately preceding financial year ended 30 September (or applicable portion thereof) and of its performance under this Supplementary Terms Notice, the Servicing Agreement and any other Transaction Document during such period has Page 125  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- been made under such officer's supervision, and (ii) to the best of such officers' knowledge, based on such review, St.George has fulfilled all of its obligations under this Supplementary Terms Notice, the Servicing Agreement and any other Transaction Document in all material respects throughout such financial year ended 30 September (or applicable portion thereof) or, if there has been a failure to fulfil any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof. 18.5 REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION (a) On or before 1 December of each calendar year St.George shall: (i) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding St.George's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorised officer of St.George, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 delivered to the Manager concurrently with the execution of this Supplementary Terms Notice; (ii) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that attests to, and reports on, the assessment of compliance made by St.George and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer, if any, and each Subcontractor, if any, determined by St.George pursuant to clause 18.6(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Manager an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this clause 18.5; and (iv) if requested by the Manager, not later than 1 November of the calendar year in which such certification is to be delivered, deliver to the Manager and any other person that will be responsible for signing the certification (a Sarbanes Certification) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Clause 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to the transactions contemplated by this Supplementary Terms Notice a certification in the form attached hereto as schedule 5. St.George acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by St.George pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Manager will not request delivery of a certification under clause (a)(iv) above unless the Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Purchased Receivables. (b) Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 18.5 shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 hereto delivered to the Manager concurrently with the execution of Page 126  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- this Supplementary Terms Notice or, in the case of a Subservicer, if any, subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to clause 18.5(a)(iii) need not address any elements of the Servicing Criteria other than those specified by St.George pursuant to clause 18.6. 18.6 USE OF SUBSERVICERS AND SUBCONTRACTORS (a) St.George shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of St.George as servicer under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document unless St.George complies with the provisions of paragraph (a) of this clause 18.6. St.George shall not hire or otherwise utilise the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of St.George as servicer under this Supplementary Terms Notice, the Servicing Agreement or any other Transaction Document unless St.George complies with the provisions of paragraph (b) of this clause 18.6. (b) It shall not be necessary for St.George to seek the consent of the Manager to the utilisation of any Subservicer. St.George shall cause any Subservicer used by St.George (or by any Subservicer) for the benefit of the Manager to comply with the provisions of this clause 18.6 and with clauses 18.2, 18.3(c) and (e), 18.4 and 18.5 of this Supplementary Terms Notice to the same extent as if such Subservicer were St.George, and to provide the information required with respect to such Subservicer under clause 18.3(d) of this Supplementary Terms Notice. St.George shall be responsible for obtaining from each Subservicer and delivering to the Manager any servicer compliance statement required to be delivered by such Subservicer under clause 18.4, any assessment of compliance and attestation required to be delivered by such Subservicer under clause 18.5 and any certification required to be delivered to the person that will be responsible for signing the Sarbanes Certification under clause 18.5 as and when required to be delivered. (c) It shall not be necessary for St.George to seek the consent of the Manager to the utilisation of any Subcontractor. St.George shall promptly upon request provide to the Manager (or any designee of the Manager, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Manager) of the role and function of each Subcontractor utilised by St.George or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. (d) As a condition to the utilisation of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, St.George shall cause any such Subcontractor used by St.George (or by any Subservicer) for the benefit of the Manager to comply with the provisions of clauses 18.5 and 18.7 of this Supplementary Terms Notice to the same extent as if such Subcontractor were St.George. St.George shall be responsible for obtaining from each Subcontractor and delivering to the Manager any Page 127  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- assessment of compliance and attestation required to be delivered by such Subcontractor under clause 18.5, in each case as and when required to be delivered. 18.7 INDEMNIFICATION; REMEDIES (a) St.George shall indemnify the Manager, each affiliate of the Manager, and each of the following parties participating in transactions contemplated by this Supplementary Terms Notice: each sponsor and issuing entity; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to transactions contemplated by this Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under this clause 18 by or on behalf of St.George, or provided under this clause 18 by or on behalf of any Subservicer or Subcontractor (collectively, the St.George Information); or (B) the omission or alleged omission to state in the St.George Information a material fact required to be stated in the St.George Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the St.George Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the St.George Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by St.George, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 18, including any failure by St.George to identify pursuant to clause 18.6(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by St.George of a representation or warranty set forth in clause 18.2(a) or in a writing furnished pursuant to clause 18.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by St.George of a representation or warranty in a writing furnished Page 128  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- pursuant to clause 18.2(b) to the extent made as of a date subsequent to the Closing Date. In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 18.7, St.George shall promptly reimburse the Manager, and each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transactions contemplated by the Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by St.George, any Subservicer or any Subcontractor. (b) (i) Any failure by St.George, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 18, or any breach by St.George of a representation or warranty set forth in clause 18.2(b) or in a writing furnished pursuant to clause 18.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by St.George of a representation or warranty in a writing furnished pursuant to clause 18.2(b) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in sub-paragraph (a), immediately and automatically, without notice or grace period, constitute a Servicer Transfer Event with respect to St.George, as servicer, under this Supplementary Terms Notice, the Servicing Agreement and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of St.George, as servicer, under this Supplementary Terms Notice, the Servicing Agreement and/or any other applicable Transaction Document without payment (notwithstanding anything in this Supplementary Terms Notice, the Servicing Agreement or any other applicable Transaction Document to the contrary) of any compensation to St.George; provided that to the extent that any provision of this Supplementary Terms Notice, the Servicing Agreement and/or any other applicable Transaction Document expressly provides for the survival of certain rights or obligations following termination of St.George as servicer, such provision shall be given effect. (ii) Any failure by St.George, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under clause 18.4 or 19.5, including (except as provided below) any failure by St.George to identify pursuant to clause 18.6(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute a Servicer Transfer Event with respect to St.George, as servicer, under this Supplementary Terms Notice, the Servicing Agreement and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of St.George, as servicer, under Page 129  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- this Supplementary Terms Notice, the Servicing Agreement and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any compensation to St.George; provided that to the extent that any provision of any of the foregoing documents expressly provides for the survival of certain rights or obligations following termination of St.George, as servicer, such provision shall be given effect. The Manager shall not be entitled to terminate the rights and obligations of St.George, as servicer, pursuant to this sub-paragraph (b)(ii) if a failure of St.George to identify a Subcontractor, if any, "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to housing loans other than the Purchased Receivables. (iii) St.George shall promptly reimburse the Manager (or any designee of the Manager) for all reasonable expenses incurred by the Manager (or such designee), as such are incurred, in connection with the termination of St.George, as servicer, and the transfer of servicing of the Purchased Receivables to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Manager may have under other provisions of this Supplementary Terms Notice, the Servicing Agreement and/or any other applicable Transaction Document or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. 19. COMPLIANCE WITH REGULATION AB: THE CUSTODIAN 19.1 INTENT OF THE PARTIES, REASONABLENESS The Custodian (for purposes of this clause 19, the SERVICING FUNCTION PARTICIPANT) and the Manager acknowledge and agree that the purpose of this clause 19 is to facilitate compliance by the Manager with the provisions of Regulation AB and related rules and regulations of the Commission. The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicing Function Participant shall cooperate fully with the Manager to deliver to the Manager (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Manager to permit the Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicing Function Participant, any Subservicer and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Manager to be necessary in order to effect such compliance. Page 130  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Manager (including any of its assignees or designees) shall cooperate with the Servicing Function Participant by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB. 19.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SERVICING FUNCTION PARTICIPANT (a) The Servicing Function Participant shall be deemed to represent to the Manager, as of the date on which information is first provided to the Manager under clause 19.3 that, except as disclosed in writing to the Manager prior to such date: (i) it is not aware and has not received notice that any default, early amortisation or other performance triggering event has occurred as to any other securitisation due to any act or failure to act of the Servicing Function Participant; (ii) it has not been terminated as trustee, custodian, note trustee, or similar role, as applicable, in a residential housing loan securitisation; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving the Servicing Function Participant has been disclosed or reported by the Servicing Function Participant; (iv) no material changes to the Servicing Function Participant's policies or procedures with respect to the servicing function it will perform under the Transaction Documents for housing loans of a type similar to the Purchased Receivables have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicing Function Participant's financial condition that could have a material adverse effect on the performance by the Servicing Function Participant of its obligations under this Supplementary Terms Notice or any other Transaction Document; (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Servicing Function Participant or any Subservicer with respect to the transactions contemplated by this Supplementary Terms Notice or any other Transaction Document and any party thereto identified by the Manager of a type described in Item 1119 of Regulation AB. (b) If so requested by the Manager on any date following the date on which information is first provided to the Manager under clause 19.3, the Servicing Function Participant shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 19.2 or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 19.3 INFORMATION TO BE PROVIDED BY THE SERVICING FUNCTION PARTICIPANT (a) The Servicing Function Participant shall: Page 131  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (i) within five Business Days following request by the Manager, provide to the Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance reasonably satisfactory to the Manager, the information and materials specified in paragraphs (a), (b) and (c) of this clause 19.3, and (ii) as promptly as practicable following notice to or discovery by the Servicing Function Participant, provide to the Manager (in writing and in form and substance reasonably satisfactory to the Manager) the information specified in paragraph (d) of this clause 19.3. (b) If so requested by the Manager, the Servicing Function Participant shall provide such information regarding: (i) itself; and (ii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant and any Subservicer; and (B) a description of any affiliation or relationship between the Servicing Function Participant, any Subservicer and any of the following parties to this transaction, as such parties are identified to the Servicing Function Participant by the Manager in writing in advance of this transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (c) If so requested by the Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicing Function Participant shall (or shall cause each Subservicer, if any, to) (i) notify the Manager in writing of (A) any material litigation or governmental proceedings pending against the Servicing Function Participant or any Subservicer and (B) any affiliations or relationships that develop following the Closing Date between the Servicing Function Participant or any Subservicer, if any, and any of the parties specified in sub paragraph (ii)(B) of this clause 19.3 (and any other parties identified in writing by the requesting party) with respect to the Page 132  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- issuance of the Notes, and (ii) provide to the Manager a description of such proceedings, affiliations or relationships. (d) As a condition to the succession to a Servicing Function Participant or any Subservicer, if any, as servicer or subservicer under this Supplementary Terms Notice or any other Transaction Document by any person: (i) into which the Servicing Function Participant or such Subservicer, if any, may be merged or consolidated; or (ii) which may be appointed as a successor to the Servicing Function Participant or, if applicable, any Subservicer, the Servicing Function Participant shall provide to the Manager, at least 15 calendar days prior to the effective date of such succession or appointment: (A) written notice to the Manager of such succession or appointment; and (B) in writing and in form and substance reasonably satisfactory to the Manager, all information reasonably requested by the Manager in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (e) In addition to such information as the Servicing Function Participant is obligated to provide pursuant to other provisions of this Supplementary Terms Notice and any other Transaction Document, if so requested by the Manager, the Servicing Function Participant shall provide such information regarding the performance or servicing of the Purchased Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Trustee (or the Manager on its behalf) pursuant to clause 11(m)(i) of the Note Trust Deed, commencing with the first such report due not less than ten Business Days following such request. 19.4 REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION (a) On or before 1 December of each calendar year the Servicing Function Participant shall: (i) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding the Servicing Function Participant's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorised officer of the Servicing Function Participant, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 delivered to the Manager concurrently with the execution of this Supplementary Terms Notice; (ii) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that attests to, and reports on, the assessment of compliance made by the Servicing Function Participant and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) Page 133  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) cause each Subservicer, if any, and each Subcontractor, if any, determined by the Servicing Function Participant pursuant to clause 19.6(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Manager an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this clause 19.5. (b) Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 19.4 shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 hereto delivered to the Manager concurrently with the execution of this Supplementary Terms Notice or, in the case of a Subservicer, if any, subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to clause 19.4(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the relevant Servicing Function Participant pursuant to clause 19.5. 19.5 USE OF SUBSERVICERS AND SUBCONTRACTORS (a) The Servicing Function Participant shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Servicing Function Participant under this Supplementary Terms Notice or any other Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (a) of this clause 19.5. The Servicing Function Participant shall not hire or otherwise utilise the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Servicing Function Participant under this Supplementary Terms Notice or any other Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (b) of this clause 19.5. (b) It shall not be necessary for a Servicing Function Participant to seek the consent of the Manager to the utilisation of any Subservicer. The Servicing Function Participant shall cause any Subservicer used by it (or by any Subservicer) for the benefit of the Manager to comply with the provisions of this clause 19.5 and with clauses 19.2, 19.4 and 19.6 of this Supplementary Terms Notice to the same extent as if such Subservicer were the Servicing Function Participant, and to provide the information required with respect to such Subservicer under clause 19.3(c) of this Supplementary Terms Notice. The Servicing Function Participant shall be responsible for obtaining from each Subservicer and delivering to the Manager any assessment of compliance and attestation required to be delivered by such Subservicer under clause 19.4 and any certification required to be delivered to the person that will be responsible for signing the Sarbanes Certification under clause 19.4 as and when required to be delivered. (c) It shall not be necessary for the Servicing Function Participant to seek the consent of the Manager to the utilisation of any Subcontractor. The Servicing Function Participant shall promptly upon request provide to the Manager (or any designee of the Manager, such as a master servicer or administrator) a written description (in form and substance satisfactory to Page 134  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- the Manager) of the role and function of each Subcontractor utilised by the Servicing Function Participant or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. (d) As a condition to the utilisation of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicing Function Participant shall cause any such Subcontractor used by the Servicing Function Participant (or by any Subservicer) for the benefit of the Manager to comply with the provisions of clauses 19.4 and 19.6 of this Supplementary Terms Notice to the same extent as if such Subcontractor were the Servicing Function Participant. The Servicing Function Participant shall be responsible for obtaining from each Subcontractor and delivering to the Manager any assessment of compliance and attestation required to be delivered by such Subcontractor under clause 19.4, in each case as and when required to be delivered. 19.6 INDEMNIFICATION; REMEDIES (a) The Servicing Function Participant shall indemnify the Manager, each affiliate of the Manager, and each of the following parties participating in transactions contemplated by this Supplementary Terms Notice: each sponsor and issuing entity; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to transactions contemplated by this Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under this clause 19 by or on behalf of the Servicing Function Participant, or provided under this clause 19 by or on behalf of any Subservicer or Subcontractor (collectively, the Servicing Function Participant Information); or (B) the omission or alleged omission to state in the Servicing Function Participant Information a material fact required to be stated in the Servicing Function Participant Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicing Function Participant Information and not to any other Page 135  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- information communicated in connection with a sale or purchase of securities, without regard to whether the Servicing Function Participant Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 19, including any failure by the Servicing Function Participant to identify pursuant to clause 19.5(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicing Function Participant of a representation or warranty set forth in clause 19.2(a) or in a writing furnished pursuant to clause 19.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 19.2(b) to the extent made as of a date subsequent to the Closing Date. In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 19.6, the relevant Servicing Function Participant shall promptly reimburse the Manager, and each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transactions contemplated by the Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicing Function Participant, any Subservicer or any Subcontractor. (b) (i) Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 19, or any breach by a Servicing Function Participant of a representation or warranty set forth in clause 19.2(b) or in a writing furnished pursuant to clause 19.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by a Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 19.2(b) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in sub-paragraph (a), immediately and automatically, without notice or grace period, constitute a breach under this Supplementary Terms Notice and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of the Servicing Function Participant under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in this Supplementary Terms Notice or any other applicable Transaction Document to the contrary) of any compensation to the Servicing Function Participant; provided that to the extent that any provision of this Supplementary Terms Notice and/or any other applicable Transaction Document expressly provides for the survival of certain rights or Page 136  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- obligations following termination of the Servicing Function Participant, such provision shall be given effect. (ii) Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under clause 19.4, including (except as provided below) any failure by a Servicing Function Participant to identify pursuant to clause 19.5(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute a breach with respect to the Servicing Function Participant under this Supplementary Terms Notice and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of the Servicing Function Participant, under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any compensation to the Servicing Function Participant; provided that to the extent that any provision of any of the foregoing documents expressly provides for the survival of certain rights or obligations following termination of the Servicing Function Participant, such provision shall be given effect. The Manager shall not be entitled to terminate the rights and obligations of a Servicing Function Participant pursuant to this sub-paragraph (b)(ii) if a failure of the Servicing Function Participant to identify a Subcontractor, if any, "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to housing loans other than the Purchased Receivables. (iii) The Servicing Function Participant shall promptly reimburse the Manager (or any designee of the Manager) for all reasonable expenses incurred by the Manager (or such designee), as such are incurred, in connection with the termination of the Servicing Function Participant, and the transfer of servicing of the Purchased Receivables to a successor Servicing Function Participant. The provisions of this paragraph shall not limit whatever rights the Manager may have under other provisions of this Supplementary Terms Notice and/or any other applicable Transaction Document or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. 20. COMPLIANCE WITH REGULATION AB: THE NOTE TRUSTEE 20.1 INTENT OF THE PARTIES, REASONABLENESS The Note Trustee (for purposes of this clause 20, the SERVICING FUNCTION PARTICIPANT) and the Manager acknowledge and agree that the purpose of this clause 20 is to facilitate compliance by the Manager with the provisions of Regulation AB and related rules and regulations of the Commission. Page 137  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Servicing Function Participant acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with requests made by the Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The Servicing Function Participant shall cooperate fully with the Manager to deliver to the Manager (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Manager to permit the Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicing Function Participant, any Subservicer and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Manager to be necessary in order to effect such compliance. The Manager (including any of its assignees or designees) shall cooperate with the Servicing Function Participant by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB. 20.2 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SERVICING FUNCTION PARTICIPANT (a) The Servicing Function Participant shall be deemed to represent to the Manager, as of the date on which information is first provided to the Manager under clause 20.3 that, except as disclosed in writing to the Manager prior to such date: (i) it is not aware and has not received notice that any default, early amortisation or other performance triggering event has occurred as to any other securitisation due to any act or failure to act of such Servicing Function Participant; (ii) it has not been terminated as trustee, custodian, note trustee, or similar role, as applicable, in a residential housing loan securitisation due to its default or the application of performance test or a triggering event; (iii) no material noncompliance with the applicable servicing criteria with respect to other securitisations of residential housing loans involving the Servicing Function Participant has been disclosed or reported by the Servicing Function Participant; (iv) no material changes to the Servicing Function Participant's policies or procedures with respect to the servicing function it will perform under the Transaction Documents for housing loans of a type similar to the Purchased Receivables have occurred during the three-year period immediately preceding the Closing Date; (v) there are no aspects of the Servicing Function Participant's financial condition that could have a material adverse effect on the performance by the Servicing Function Participant of its obligations under this Supplementary Terms Notice or any other Transaction Document; Page 138  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (vi) there are no material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant or any Subservicer; and (vii) there are no affiliations, relationships or transactions relating to the Servicing Function Participant or any Subservicer with respect to the transactions contemplated by this Supplementary Terms Notice or any other Transaction Document and any party thereto identified by the Manager of a type described in Item 1119 of Regulation AB. (b) If so requested by the Manager on any date following the date on which information is first provided to the Manager under clause 20.3, the Servicing Function Participant shall, within five Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this clause 20.2 or, if any such representation and warranty is not accurate as of the date of such request, provide reasonably adequate disclosure of the pertinent facts, in writing, to the requesting party. 20.3 INFORMATION TO BE PROVIDED BY THE SERVICING FUNCTION PARTICIPANT (a) The Servicing Function Participant shall: (i) within five Business Days following request by the Manager, provide to the Manager (or cause each Subservicer, if any, to provide), in writing and in form and substance reasonably satisfactory to the Manager, the information and materials specified in clause 20.2 and this clause 20.3, and (ii) as promptly as practicable following notice to or discovery by the Servicing Function Participant, provide to the Manager (in writing and in form and substance reasonably satisfactory to the Manager) the information specified in paragraph (d) of this clause 20.3. (b) If so requested by the Manager, the Servicing Function Participant shall provide such information regarding: (i) itself; and (ii) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicing Function Participant and any Subservicer; and (B) a description of any affiliation or relationship between the Servicing Function Participant, any Subservicer and any of the following parties to this transaction, as such parties are identified to the Servicing Function Participant by the Manager in writing in advance of this transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; Page 139  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (c) If so requested by the Manager for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicing Function Participant shall (or shall cause each Subservicer, if any, to) (i) notify the Manager in writing of (A) any material litigation or governmental proceedings pending against the Servicing Function Participant or any Subservicer and (B) any affiliations or relationships that develop following the Closing Date between the Servicing Function Participant or any Subservicer, if any, and any of the parties specified in sub paragraph (ii)(B) of this clause 20.3 (and any other parties identified in writing by the requesting party) with respect to the issuance of the Notes, and (ii) provide to the Manager a description of such proceedings, affiliations or relationships. (d) As a condition to the succession to a Servicing Function Participant or any Subservicer, if any, as servicer or subservicer under this Supplementary Terms Notice or any other Transaction Document by any person: (i) into which the Servicing Function Participant or such Subservicer, if any, may be merged or consolidated; or (ii) which may be appointed as a successor to the Servicing Function Participant or, if applicable, any Subservicer, the Servicing Function Participant shall provide to the Manager, at least 15 calendar days prior to the effective date of such succession or appointment: (A) written notice to the Manager of such succession or appointment; and (B) in writing and in form and substance reasonably satisfactory to the Manager, all information reasonably requested by the Manager in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (e) In addition to such information as the Servicing Function Participant is obligated to provide pursuant to other provisions of this Supplementary Terms Notice and any other Transaction Document, if so requested by the Manager, the Servicing Function Participant shall provide such information regarding the performance or servicing of the Purchased Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Trustee (or the Manager on its behalf) pursuant to clause 11(m)(i) of the Note Trust Deed, commencing with the first such report due not less than ten Business Days following such request. Page 140  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- 20.4 REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION (a) On or before 1 December of each calendar year the Servicing Function Participant shall: (i) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding the Servicing Function Participant's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorised officer of the Servicing Function Participant, and shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 delivered to the Manager concurrently with the execution of this Supplementary Terms Notice; (ii) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that attests to, and reports on, the assessment of compliance made by the Servicing Function Participant and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) cause each Subservicer, if any, and each Subcontractor, if any, determined by the Servicing Function Participant pursuant to clause 20.6(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Manager an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this clause 20.5. (b) Each assessment of compliance provided by a Subservicer, if any, pursuant to this clause 20.4 shall address each of the Servicing Criteria specified on a certification substantially in the form of schedule 6 hereto delivered to the Manager concurrently with the execution of this Supplementary Terms Notice or, in the case of a Subservicer, if any, subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to clause 20.4(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the relevant Servicing Function Participant pursuant to clause 20.5. 20.5 USE OF SUBSERVICERS AND SUBCONTRACTORS (a) The Servicing Function Participant shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Servicing Function Participant under this Supplementary Terms Notice or any other Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (a) of this clause 20.5. The Servicing Function Participant shall not hire or otherwise utilise the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Servicing Function Participant under this Supplementary Terms Notice or any other Transaction Document unless the Servicing Function Participant complies with the provisions of paragraph (b) of this clause 20.5. Page 141  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (b) It shall not be necessary for a Servicing Function Participant to seek the consent of the Manager to the utilisation of any Subservicer. The Servicing Function Participant shall cause any Subservicer used by it (or by any Subservicer) for the benefit of the Manager to comply with the provisions of this clause 20.5 and with clauses 20.2, 20.4 and 20.6 of this Supplementary Terms Notice to the same extent as if such Subservicer were the Servicing Function Participant, and to provide the information required with respect to such Subservicer under clause 20.3(c) of this Supplementary Terms Notice. The Servicing Function Participant shall be responsible for obtaining from each Subservicer and delivering to the Manager any assessment of compliance and attestation required to be delivered by such Subservicer under clause 20.4 and any certification required to be delivered to the person that will be responsible for signing the Sarbanes Certification under clause 20.4 as and when required to be delivered. (c) It shall not be necessary for the Servicing Function Participant to seek the consent of the Manager to the utilisation of any Subcontractor. The Servicing Function Participant shall promptly upon request provide to the Manager (or any designee of the Manager, such as a master servicer or administrator) a written description (in form and substance satisfactory to the Manager) of the role and function of each Subcontractor utilised by the Servicing Function Participant or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph. (d) As a condition to the utilisation of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, the Servicing Function Participant shall cause any such Subcontractor used by the Servicing Function Participant (or by any Subservicer) for the benefit of the Manager to comply with the provisions of clauses 20.4 and 20.6 of this Supplementary Terms Notice to the same extent as if such Subcontractor were the Servicing Function Participant. The Servicing Function Participant shall be responsible for obtaining from each Subcontractor and delivering to the Manager any assessment of compliance and attestation required to be delivered by such Subcontractor under clause 20.4, in each case as and when required to be delivered. 20.6 INDEMNIFICATION; REMEDIES (a) The Servicing Function Participant shall indemnify the Manager, each affiliate of the Manager, and each of the following parties participating in transactions contemplated by this Supplementary Terms Notice: each sponsor and issuing entity; each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to transactions contemplated by this Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions; each broker dealer acting as underwriter, placement agent or initial purchaser, each person who controls any of such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents of each of the foregoing and of the Depositor, and shall hold each of Page 142  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under this clause 20 by or on behalf of the Servicing Function Participant, or provided under this clause 20 by or on behalf of any Subservicer or Subcontractor (collectively, the Servicing Function Participant Information); or (B) the omission or alleged omission to state in the Servicing Function Participant Information a material fact required to be stated in the Servicing Function Participant Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Servicing Function Participant Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicing Function Participant Information or any portion thereof is presented together with or separately from such other information; (ii) any failure by the Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 20, including any failure by the Servicing Function Participant to identify pursuant to clause 20.5(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; or (iii) any breach by the Servicing Function Participant of a representation or warranty set forth in clause 20.2(a) or in a writing furnished pursuant to clause 20.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by the Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 20.2(b) to the extent made as of a date subsequent to the Closing Date. In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 20.6, the relevant Servicing Function Participant shall promptly reimburse the Manager, and each person responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to the transactions contemplated by the Supplementary Terms Notice, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such transactions, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicing Function Participant, any Subservicer or any Subcontractor. (b) (i) Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 20, or any breach by a Page 143  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Servicing Function Participant of a representation or warranty set forth in clause 20.2(b) or in a writing furnished pursuant to clause 20.2(b) and made as of a date prior to the Closing Date, to the extent that such breach is not cured by the Closing Date, or any breach by a Servicing Function Participant of a representation or warranty in a writing furnished pursuant to clause 20.2(b) to the extent made as of a date subsequent to the Closing Date, shall, except as provided in sub-paragraph (a), immediately and automatically, without notice or grace period, constitute a breach under this Supplementary Terms Notice and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of the Servicing Function Participant under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in this Supplementary Terms Notice or any other applicable Transaction Document to the contrary) of any compensation to the Servicing Function Participant; provided that to the extent that any provision of this Supplementary Terms Notice and/or any other applicable Transaction Document expressly provides for the survival of certain rights or obligations following termination of the Servicing Function Participant, such provision shall be given effect. (ii) Any failure by a Servicing Function Participant, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants' letter when and as required under clause 20.4, including (except as provided below) any failure by a Servicing Function Participant to identify pursuant to clause 20.5(b) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute a breach with respect to the Servicing Function Participant under this Supplementary Terms Notice and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion to terminate the rights and obligations of the Servicing Function Participant, under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any compensation to the Servicing Function Participant; provided that to the extent that any provision of any of the foregoing documents expressly provides for the survival of certain rights or obligations following termination of the Servicing Function Participant, such provision shall be given effect. The Manager shall not be entitled to terminate the rights and obligations of a Servicing Function Participant pursuant to this sub-paragraph (b)(ii) if a failure of the Servicing Function Participant to identify a Subcontractor, if any, "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to housing loans other than the Purchased Receivables. (iii) The Servicing Function Participant shall promptly reimburse the Manager (or any designee of the Manager) for all reasonable expenses incurred by the Manager (or Page 144  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- such designee), as such are incurred, in connection with the termination of the Servicing Function Participant, and the transfer of servicing of the Purchased Receivables to a successor Servicing Function Participant. The provisions of this paragraph shall not limit whatever rights the Manager may have under other provisions of this Supplementary Terms Notice and/or any other applicable Transaction Document or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. 21. COMPLIANCE WITH REGULATION AB: THE TRUSTEE 21.1 INTENT OF THE PARTIES, REASONABLENESS The Trustee and the Manager acknowledge and agree that the purpose of this clause 21 is to facilitate compliance by the Manager with the provisions of Regulation AB and related rules and regulations of the Commission. The Manager shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. The Manager shall not request the delivery of information or other performance under this clause 21.1 unless the Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Securitisation Fund. The Trustee shall cooperate fully with the Manager to deliver to the Manager (including any of its assignees or designees) any and all statements, reports, certifications, records and any other information (within the control of the Trustee or for which the Trustee is responsible) necessary in the good faith determination of the Manager to permit the Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Trustee and the Purchased Receivables, or the servicing of the Purchased Receivables, reasonably believed by the Manager and the Trustee to be necessary in order to effect such compliance. The Manager (including any of its assignees or designees) shall cooperate with the Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB. 21.2 INFORMATION TO BE PROVIDED BY THE TRUSTEE (a) The Trustee shall, within five Business Days following request by the Manager, provide to the Manager, in writing and in form and substance reasonably satisfactory to the Manager, the information and materials specified in paragraphs (b) and (c) of this clause 21.2. (b) If so requested by the Manager, the Trustee shall provide such information regarding itself, as is requested for the purpose of compliance with Rules 13a and 15d of the Exchange Act and Items 1103(a)(1), 1117 and 1119 of Regulation AB. Such information will be: (i) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Trustee that is material to Noteholders as determined by the Trustee acting in accordance with the Transaction Documents; and Page 145  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) a description of: (A) any affiliation within the meaning of Item 1119(a); or (B) any relationship within the meaning of Items 1119(b) or 1119(c), between the Trustee and any of the following parties to this transaction, as such parties are identified to the Trustee by the Manager in writing: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) and any other entity specifically notified to the Trustee, in each case, as determined by the Trustee in accordance with the Transaction Documents. (c) If the Trustee merges or is consolidated with another legal entity, the Trustee shall provide to the Manager, at least 15 calendar days prior to the effective date of such merger or consolidation: (A) written notice to the Manager of such merger or consolidation; and (B) in writing and in form and substance reasonably satisfactory to the Manager, all information reasonably requested by the Manager in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. 21.3 REPORT ON ASSESSMENT OF COMPLIANCE AND ATTESTATION (a) On or before 1 December of each calendar year the Trustee, to the extent that the Trustee is, at the time of such request, participating in the servicing function, shall: (i) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding the Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended 30 September as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorised officer of the Trustee, and shall address each of the Servicing Criteria (but only with respect to such of the Servicing Criteria that the Trustee performs) specified on a certification substantially in the form of schedule 1 to this Supplementary Terms Notice delivered to the Manager concurrently with the execution of this Supplementary Terms Notice; Page 146  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (ii) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that attests to, and reports on, the assessment of compliance made by the Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. 21.4 USE OF SUBSERVICERS AND SUBCONTRACTORS The Trustee shall not hire or otherwise utilise the services of any Subservicer to fulfil any of the obligations of the Trustee under this Supplementary Terms Notice or any other Transaction Document without the written consent of the Manager. The Trustee shall not hire or otherwise utilise the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilise the services of any Subcontractor, to fulfil any of the obligations of the Trustee under this Supplementary Terms Notice or any other Transaction Document without the written consent of the Manager. 21.5 INDEMNIFICATION; REMEDIES (a) The Trustee shall indemnify the Manager and St.George (each an INDEMNIFIED PARTY) and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain directly or as a result of: (i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, certification or accountants' letter provided in written or electronic form and identified as being provided under this clause 21 by the Trustee, (collectively, the Trustee Information) or any failure to disclose any non-compliance with any of the Servicing Criteria that the Trustee performs; provided that in the case of any untrue statement of a material fact contained in the accountant's letter, the Trustee will indemnify and hold harmless the relevant Indemnified Party only to the extent of the sum that the Trustee recovers from the accounting firm providing such accountant's letter; provided, further, that the Trustee will not indemnify or hold harmless the relevant Indemnified Party to the extent that the untrue statement of a material fact contained in the Trustee Information relates to information provided to the Trustee by the relevant Indemnified Party to enable such party to complete its duties under the Transaction Documents; or (B) the omission or alleged omission to state in the Trustee Information a material fact required to be stated in the Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall be construed solely by reference to the Trustee Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Trustee Information or any portion thereof is presented together with or separately from such other information Page 147  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- provided, further that in the case of the omission to state in an accountant's letter a material fact required to be stated in the accountant's letter or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Trustee will indemnify and hold harmless the relevant Indemnified Party only to the extent of the sum that the Trustee recovers from the accounting firm providing such accountant's letter; provided, further, that the Trustee will not indemnify or hold harmless the relevant Indemnified Party to the extent that the omission to state in the Trustee Information a material fact required to be stated in the Trustee Information or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, relates to information provided to the Trustee by the relevant Indemnified Party to enable such party to complete its duties under the Transaction Documents; or (ii) any failure by the Trustee, to deliver any information, certification or accountants' letter when and as required under this clause 21; In the case of any failure of performance described in sub-paragraph (a)(ii) of this clause 21.5, the Trustee shall promptly reimburse the relevant Indemnified Party for all costs reasonably incurred by it in order to obtain the information, certification or accountants' letter not delivered as required by the Trustee. (b) (i) Subject to (b)(ii) below any failure by the Trustee to deliver any information, certification or accountants' letter when and as required under this clause 21, shall, except as provided in sub-paragraph (a), entitle the Manager, in its sole discretion to terminate the appointment of the Trustee under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in this Supplementary Terms Notice or any other applicable Transaction Document to the contrary) of any compensation to the Trustee without prejudice to any fees, costs or expenses incurred prior to the date of such termination; provided that to the extent that any provision of this Supplementary Terms Notice and/or any other applicable Transaction Document expressly provides for the survival of certain rights or obligations following termination of the Trustee, such provision shall be given effect. (ii) Any failure by the Trustee to deliver any information, report, certification or accountants' letter when and as required under clause 21.3, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered shall constitute a breach with respect to the Trustee under this Supplementary Terms Notice and any other applicable Transaction Document, and shall entitle the Manager, in its sole discretion, to terminate the rights and obligations of the Trustee, under this Supplementary Terms Notice and/or any other applicable Transaction Document without payment (notwithstanding anything in any of the foregoing documents to the contrary) of any compensation to the Trustee; provided that to the extent that any provision of any of the foregoing documents expressly provides for the Page 148  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- survival of certain rights or obligations following termination of the Trustee, such provision shall be given effect. (iii) The Trustee shall promptly reimburse the Manager for all reasonable expenses incurred by the Manager, as such are incurred, in connection with the removal of the Trustee, and the appointment of a successor Trustee. The provisions of this paragraph shall not limit whatever rights the Manager may have under other provisions of this Supplementary Terms Notice and/or any other applicable Transaction Document or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. 22. ACKNOWLEDGMENTS (a) The parties to the Transaction Documents agree that the Code of Banking Practice 2003 (CODE) does not apply to any Transaction Document or any transaction or service under any Transaction Document. (b) The parties to the Transaction Documents (other than the Note Trustee) acknowledge that St.George is bound by the Code in respect of its dealings with some or all Mortgagors and agree that if the application of the Code to those dealings makes an amendment to any Transaction Document necessary or desirable, in the opinion of St.George, then the parties will negotiate such amendments in good faith. 23. GOVERNING LAW This Supplementary Terms Notice is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of the courts exercising jurisdiction there. 24. COUNTERPARTS This Supplementary Terms Notice may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument. 25. ANTI-MONEY LAUNDERING (a) Subject to paragraph (b), each party (the PROVIDER) must, on the request of any other party (the RECIPIENT), provide the Recipient with any information or document in the Provider's possession or otherwise readily available to the Provider, where such information or document is required by the Recipient to comply with any applicable anti-money laundering or counter-terrorism financing laws including any such laws requiring the Recipient to carry out "know your customer" or other identification checks or procedures (RELEVANT LAWS). (b) The Provider's obligations under paragraph (a) are subject to any confidentiality, privacy or other obligations imposed by law on the Provider in relation to the requested information or document, except to the extent overridden by the Relevant Laws. Page 149  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (c) Each party must comply with any Relevant Laws applicable to it, to the extent required to comply with its obligations under the Transaction Documents. Any party may decline to perform any obligation under the Transaction Documents to the extent it forms the view, in its reasonable opinion, that notwithstanding that it has taken all action to comply with any applicable Relevant Laws, it is required by Relevant Laws to decline to perform any such obligation. (d) To the maximum extent permitted by law, each party and each Mortgagee (as defined in the Security Trust Deed) releases, to the extent that it is able, each other party from any confidentiality, privacy or general law obligations that such other party would otherwise owe and which would otherwise prevent such other party from providing any information or documents requested in accordance with this clause or any similar clause in any other Transaction Document. EXECUTED as a deed poll. Each attorney executing this deed states that he or she has no notice, revocation or suspension of his or her power of attorney. Page 150  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- TRUSTEE SIGNED SEALED AND DELIVERED for PERPETUAL TRUSTEES CONSOLIDATED LIMITED by its attorney under power of attorney in the presence of: /s/ James Clifford /s/ Andrea Ruver - ------------------------------------- ---------------------------------------- Witness Signature Attorney Signature James Clifford Andrea Ruver - ------------------------------------- ---------------------------------------- Print Name Print Name MANAGER SIGNED SEALED AND DELIVERED for CRUSADE MANAGEMENT LIMITED by its attorney under power of attorney in the presence of: /s/ James Clifford /s/ Andrew Jinks - ------------------------------------- ---------------------------------------- Witness Signature Attorney Signature James Clifford Andrew Jinks - ------------------------------------- ---------------------------------------- Print Name Print Name Page 151  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- APPROVED SELLER/SERVICER SIGNED SEALED AND DELIVERED for ST.GEORGE BANK LIMITED by its attorney under power of attorney in the presence of: /s/ James Clifford /s/ Andrew Jinks - ------------------------------------- ---------------------------------------- Witness Signature Attorney Signature James Clifford Andrew Jinks - ------------------------------------- ---------------------------------------- Print Name Print Name CUSTODIAN SIGNED SEALED AND DELIVERED for ST.GEORGE CUSTODIAL PTY LIMITED by its attorney under power of attorney in the presence of: /s/ James Clifford /s/ Andrew Jinks - ------------------------------------- ---------------------------------------- Witness Signature Attorney Signature James Clifford Andrew Jinks - ------------------------------------- ---------------------------------------- Print Name Print Name Page 152  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SECURITY TRUSTEE SIGNED SEALED AND DELIVERED for P.T. LIMITED by its attorney under power of attorney in the presence of: /s/ James Clifford /s/ Andrea Ruver - ------------------------------------- ---------------------------------------- Witness Signature Attorney Signature James Clifford Andrea Ruver - ------------------------------------- ---------------------------------------- Print Name Print Name NOTE TRUSTEE EXECUTED for and on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS by: /s/ Barbara Campbell - ------------------------------------- Authorised Signatory Barbara Campbell, Vice President - ------------------------------------- Print Name Page 153  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 1 An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan: (a) it is sourced from the Approved Seller's general portfolio of residential mortgage loans; (b) is secured by a Receivable Security that constitutes a first ranking mortgage over residential (owner-occupied or investment) land situated in capital city metropolitan areas or regional centres in Australia which is or will be registered under the Real Property Legislation, or where a Receivable Security is not, or will not be when registered be, a first ranking mortgage, the relevant Sale Notice includes an offer in relation to all prior ranking registered mortgages; (c) is secured by a Receivable Security over a Mortgaged Property which has erected on it a residential dwelling and which is required by the Receivable Agreement to be covered by general insurance by insurers approved in accordance with the Transaction Documents; (d) has an LVR: (i) less than or equal to 80% for Low Doc Loans; (ii) less than or equal to 95% for all other Loans; (e) was not purchased by the Approved Seller but was approved and originated by the Approved Seller in the ordinary course of its business; (f) under which the relevant Obligor does not owe more than A$1,500,000; (g) the relevant Obligor in respect of which was required to repay the Receivable within 30 years of the Cut-Off Date; (h) no payment from the Obligor is in Arrears for more than 31 consecutive days; (i) the sale of an equitable interest, or the sale of an equitable interest, in any related Receivable Security, does not contravene or conflict with any law; (j) together with the related Receivable Security, has been or will be stamped, or has been taken by the relevant stamp duties authority to be stamped, with all applicable duty; (k) amortises in full by the end of its term; (l) is secured by a Receivable Security that is covered by mortgage insurance from a Mortgage Insurer under the relevant Mortgage Insurance Policy for 100% of amounts outstanding under the relevant loans (but not including timely payment cover); (m) complies in all material respects with applicable laws, including the Consumer Credit Legislation; (n) was fully drawn as of its origination; (o) is subject to the terms and conditions of the Approved Seller's Fixed Rate Loans, which bear a fixed rate of interest for up to 5 years as of the cut off date; its Great Australian Home Loan product; its Essential Home Loan product, or its Standard Variable Rate Home Loan product, including sub products of Loyalty Loans, which are entitled to a "loyalty" rate due to a home loan relationship with the Approved Seller of 5 years or more and Discount Variable Rate Home Loans and Introductory Fixed Rate Home Loans, which are available only for new borrowers to St.George Bank; and Page 154  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (p) has a maturity date at least one year before the maturity date of the Notes. Page 155  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 2 APPLICATION FOR A$ NOTES CRUSADE GLOBAL TRUST NO. 1 OF 2007 To: Perpetual Trustees Consolidated Limited as trustee of the Crusade Global Trust No. 1 of 2007 (the TRUSTEE) From: _______________________________ (ABN [*]) (Name) of ______________________ (the APPLICANT). (Address) APPLICATION The Applicant applies for the following [Class A-3 Notes/Class B Notes/Class C Notes] (delete whichever is not applicable) (the NOTES) to be issued by the Trustee as trustee of the Crusade Global Trust No. 1 of 2007 (the TRUST) under the Master Trust Deed dated 14 March 1998 (as amended from time to time) establishing the Crusade Trusts (the MASTER TRUST DEED): 1. The Notes applied for are: [*] 2. The amount of Notes applied for is: [*] APPLICANT BOUND The Applicant agrees that the Notes will be issued subject to, and agrees to be bound by, the provisions of the Master Trust Deed, the Supplementary Terms Notice in relation to the Notes dated [*] 2007 and the Security Trust Deed dated 5 March 2007 in relation to the Trust. ACKNOWLEDGMENT BY APPLICANT The Applicant acknowledges that the liability of the Trustee to make payments in respect of the Notes is limited to its right of indemnity from the assets of the Trust from time to time available to make such payments under the Master Trust Deed. The Applicant further acknowledges that: Page 156  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- (a) it has independently and without reliance on St.George Bank Limited (ST.GEORGE), the Trustee, the Manager or any other person (including without reliance on any materials prepared or distributed by any of the above) made its own assessment and investigations regarding its investment in the Notes; (b) it understands that the Notes do not represent deposit or other liabilities of St.George or Associates of St.George; (c) the Applicant's holding of the Notes is subject to investment risk, including possible delays in repayment and loss of income and principal invested; and (d) neither St.George nor any Associate of St.George in any way stands behind the capital value and/or performance of the Notes or the Assets of the Trust except to the limited extent provided in the Transaction Documents for the Trust. GENERAL Payments due under the Notes may be made: o by cheque posted to the above address o to the credit of the following account: Name of Bank: Address of Bank: Account Details: Account No.: Name of Account: A Marked Note Transfer of the abovementioned Notes is required: Yes/No. Applicant's Tax File Number: INTERPRETATION Each expression used in this Application for A$ Notes that is not defined has the same meaning as in the Master Trust Deed or the relevant Supplementary Terms Notice. Dated: SIGNED: -------------------------------- * This Application for A$ Notes together with a cheque for the amount of the A$ Notes applied for should be sent to the Trustee at the address above. * Where the Applicant is a trustee, this Application for A$ Notes must be completed in the name of the trustee and signed by the trustee without reference to the trust. * Where this Application for A$ Notes is executed by a corporation, it must be executed either under common seal by two directors or a director and a secretary or under a power of attorney. * If this Application for A$ Notes is signed under a power of attorney, the attorney is taken, upon signing, to certify that it has not received notice of revocation of that power of attorney. A certified copy of the power of attorney must be lodged with this Application for A$ Notes. Page 157  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 3 NOTE ACKNOWLEDGMENT CRUSADE GLOBAL TRUST NO. 1 OF 2007 CLASS: INITIAL INVESTED AMOUNT: INTEREST RATE: INTEREST PAYMENT DATES: PRINCIPAL AMORTISATION DATES: FINAL MATURITY DATE: This confirms that: NOTEHOLDER: ABN (if applicable): ADDRESS: appears in the Register as the holder of the abovementioned Notes (the NOTES). The Notes are issued by Perpetual Trustees Consolidated Limited in its capacity as trustee of the abovementioned Trust (the TRUST) (in that capacity, the TRUSTEE) under a Master Trust Deed dated 14 March 1998 (as amended from time to time) establishing the Crusade Trusts (the MASTER TRUST DEED). The Notes are issued subject to the provisions of the Master Trust Deed, the Supplementary Terms Notice in relation to the Notes dated [*] 2007 and the Security Trust Deed dated 5 March 2007. A copy of the Master Trust Deed, the Supplementary Terms Notice and the Security Trust Deed are available for inspection by Noteholders at the offices of Crusade Management Limited (ABN 90 072 715 916) at St.George House, 14-16 Montgomery Street, Kogarah, New South Wales 2217. The Trustee's liability to make payments in respect of the Notes is limited to its right of indemnity from the Assets of the Trust from time to time available to make such payments under the Master Trust Deed and Supplementary Terms Notice. All claims against the Trustee in relation to the Notes may only be satisfied out of the Assets of the Trust except in the case of (and to the extent of) any fraud, negligence or Default on the part of the Trustee or its officers, employees, any agent or delegate employed by the Trustee to carry out any transactions contemplated by the Master Trust Deed, the Supplementary Terms Notice in relation to the Notes and the Security Trust Deed referred to above. Page 158  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- Each Noteholder is required to accept any distribution of moneys under the Security Trust Deed in full and final satisfaction of all moneys owing to it, and any debt represented by any shortfall that exists after any such final distribution is extinguished. The Trustee shall not be liable to satisfy any obligations or liabilities from its personal assets except in the case (and to the extent) of any fraud, negligence or Default on the part of the Trustee or its officers, employees or an agent or delegate employed by the Trustee to carry out any transactions contemplated by the Master Trust Deed, the Supplementary Terms Notice in relation to the Notes and the Security Trust Deed referred to above. Neither the Trustee nor the Manager guarantees the payment of interest or the repayment of principal due on the Notes. This Note Acknowledgment is not a certificate of title and the Register is the only conclusive evidence of each abovementioned Noteholder's entitlement to Notes. Transfers of Notes must be under a Note Transfer in the form contained in Schedule 4 to the Supplementary Terms Notice (copies of which are available from then Trustee at its abovementioned address). Executed Note Transfers must be submitted to the Trustee. Each expression used in this Note Acknowledgment that is not defined has the same meaning as in the Master Trust Deed. This Note Acknowledgment and the Notes to which it relates will be governed by the laws of the New South Wales. Dated: Executed in New South Wales for and on behalf of Perpetual Trustees Consolidated Limited - ------------------------------------- Authorised Signatory Page 159  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 4 NOTE TRANSFER AND ACCEPTANCE CRUSADE GLOBAL TRUST NO. 1 OF 2007 To: Perpetual Trustees Consolidated Limited Date Lodged [*] as trustee of the REGISTRY USE ONLY Crusade Global Trust No. 1 of 2007 (the TRUSTEE) TRANSFEROR (Full name, ACN/ABN (if applicable) and address): (please print) APPLIES TO ASSIGN AND TRANSFER TO TRANSFEREE (Full name, ACN/ABN (if applicable) and address): (please print) and its/their executors, administrators or assigns The following Notes in the Crusade Global Trust No. 1 of 2007 Number of Notes: Class: Initial Invested Amount: Interest Payment Dates: Principal Amortisation Dates: Final Maturity Date: Consideration Payable: $[*] and all my/our/its property and interests in rights to those Notes and to the interest accrued on them. TRANSFEROR ____________________________________________________________________' (Signature: see Notes) WITNESS ________________________ Date: TRANSFEREE ___________________________________________________________________ ' (Signature: see Notes) WITNESS ________________________ Date: PAYMENTS (Tick where appropriate) Page 160  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- * In accordance with existing instructions (existing holders only) * By cheque posted to the above address * By credit to the following account in Australia in the name of the Transferee only Tax File Number (if applicable): Authorised signature of Transferee _______________________________ Date: NOTES: 1. The Transferor and the Transferee acknowledge that the transfer of the Notes specified in this Transfer and Acceptance (the NOTES) shall only take effect on the entry of the Transferee's name in the Register as the holder of the Notes. 2. The Transferee agrees to accept the Notes subject to the provisions of the Master Trust Deed dated 14 March 1998 (as amended from time to time) establishing the Crusade Trusts (the TRUST DEED), the Supplementary Terms Notice in relation to the Notes dated [*] 2007 and the related Security Trust Deed dated 5 March 2007. 3. The Transferee acknowledges that it has independently and without reliance on St.George Bank Limited (ABN 92 055 513 070), the Trustee, Crusade Management Limited (ABN 90 072 715 916) (the MANAGER) or any other person (including without reliance on any materials prepared or distributed by any of the above) made its own assessment and investigations regarding its investment in the Notes. 4. The Trustee's liability to make payments in respect of the Notes is limited to its right of indemnity from the assets of the abovementioned Trust from time to time available to make such payments under the Trust Deed. 5. Where the Transferor and/or the Transferee is a trustee, this Note Transfer must be completed in the name of the trustee and signed by the trustee without reference to the trust. 6. Where this Note Transfer is executed by a corporation, it must be executed either under common seal by two directors or a director and a secretary or under a power of attorney. 7. If this Transfer and Acceptance is signed under a power of attorney, the attorney certifies that it has not received notice of revocation of that power of attorney. A certified copy of the power of attorney must be lodged with this Note Transfer. 8. This Note Transfer must be lodged with the Trustee for registration. 9. The Trustee may, in the manner and for the period specified in the Trust Deed and any relevant Supplementary Terms Notice, close the Register. The total period that the Register may be closed will not exceed 30 days (or such other period agreed to by the Manager) in aggregate in any calendar year. No Note Transfer received after 4:00pm Sydney time on the day of closure of the Register or whilst the Register is closed will be registered until the Register is re-opened. 10. If the Transferee is a non-resident for Australian taxation purposes, withholding tax will be deducted from all interest payments unless an exemption is provided to the Trustee or withholding tax is no longer payable as a result of any change in the relevant Australian laws. Page 161  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- The Notes covered hereby have not been registered under the United States Securities Act of 1933 as amended (the SECURITIES ACT) and may not be offered and sold within the United States or to or for the account or benefit of United States persons: (i) as part of their distribution at any time; or (ii) otherwise until after the 40 day distribution compliance period of such Notes, as determined and certified by the Dealers, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S. 11. No transfer may be made of any Notes in circumstances which would fail to comply with all applicable provisions of the Financial Services and Markets Act 2000 and all rules and regulations made thereunder. 12. [INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.] [MARKING WHERE CLAUSE 7.15 OF THE MASTER TRUST DEED APPLIES] 13. The Trustee certifies that the Transferor is inscribed in the Register as the holder of the Notes specified in this Note Transfer and that it will not register any transfer of such Notes other than under this Note Transfer before [INSERT DATE]. Dated: For and on behalf of Perpetual Trustees Consolidated Limited as trustee of the Crusade Global Trust No. 1 of 2007 - ------------------------------------ Page 162  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 5 FORM OF ANNUAL CERTIFICATION I, [identify the certifying individual], certify that: 1. have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Crusade Global Trust No. 1 of 2007 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the servicing agreement(s) in all material respects; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. [In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties [name of servicer, sub-servicer, co-servicer, depositor or trustee].] Date: ____________ [Signature] [Title] Page 163  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- SCHEDULE 6 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by [St.George Bank Limited] [Perpetual Trustees Consolidated Limited] [Crusade Management Limited] [Deutsche Bank Trust Company Americas] (in its various capacities] [St.George Custodial Pty Limited] [Currency Swap Provider] [Name of Subservicer] [Name of Subcontractor] [Name of any Other Party Responsible For Servicing Function] shall address, at a minimum, the criteria identified below as "Applicable Servicing Criteria": APPLICABLE SERVICING SERVICING CRITERIA CRITERIA - -------------------------------------------------------------------- ---------- REFERENCE CRITERIA - ---------------- -------------------------------------------------- GENERAL SERVICING CONSIDERATIONS 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. CASH COLLECTION AND ADMINISTRATION 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. Page 164  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- APPLICABLE SERVICING SERVICING CRITERIA CRITERIA - -------------------------------------------------------------------- ---------- REFERENCE CRITERIA - ---------------- -------------------------------------------------- 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. INVESTOR REMITTANCES AND REPORTING Page 165  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- APPLICABLE SERVICING SERVICING CRITERIA CRITERIA - -------------------------------------------------------------------- ---------- REFERENCE CRITERIA - ---------------- -------------------------------------------------- 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. POOL ASSET ADMINISTRATION 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related asset pool documents. 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer's obligor records maintained no more than two business Page 166  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- APPLICABLE SERVICING SERVICING CRITERIA CRITERIA - -------------------------------------------------------------------- ---------- REFERENCE CRITERIA - ---------------- -------------------------------------------------- days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. 1122(d)(4)(v) The servicer's records regarding the pool assets agree with the servicer's records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds Page 167  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- APPLICABLE SERVICING SERVICING CRITERIA CRITERIA - -------------------------------------------------------------------- ---------- REFERENCE CRITERIA - ---------------- -------------------------------------------------- are returned to the obligor within 30 calendar days of full repayment of the related pool asset or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. [SERVICER] Date: By: Name: FORM OF 10 K CERTIFICATION [*] (the ASSERTING PARTY) is responsible for assessing compliance as of September 30, 200[*] and for the period from March [*], 2007 (the date of issuance of the Crusade Global Trust No. 1 of 2007 transaction Page 168  Supplementary Terms Notice [Allens Arthur Robinson LOGO] - -------------------------------------------------------------------------------- subject to the requirements of Regulation AB) through September 30, 200[*] (the REPORT PERIOD) with the servicing criteria set forth in Section ###-###-####(d) of the Code of Federal Regulations (the CFR), except for criteria ###-###-####(d) [insert section numbers in ###-###-####(d) that are not applicable to the Asserting Party] in the CFR, which the Asserting Party has concluded are not applicable to the servicing activities it performs with respect to the asset-backed securities transactions covered by this report (the APPLICABLE SERVICING CRITERIA). The transactions covered by this report include asset-backed securities transactions for which the Asserting Party served as [*] that are backed by the same asset type backing the class of asset-backed securities of the Crusade Global Trust No. 1 of 2007 (including the Crusade Global Trust No. 1 of 2007 asset-backed securities transaction), that were completed on or after January 1, 2006 and that were registered with the SEC pursuant to the Securities Act of 1933 (the PLATFORM). The Asserting Party has assessed its compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria with respect to the Platform taken as a whole. [*], an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of September 30, 200[*] and for the Reporting Period as set forth in this assessment. [NAME OF ASSERTING PARTY] Date: By: Name: Page 169