USD Currency Swap Schedule and Confirmation to Master Agreement between Credit Suisse (USA), Inc. and Perpetual Trustees Consolidated Limited (as Trustee of Crusade Global Trust No. 2 of 2006)

Summary

This agreement is a schedule and confirmation for a USD currency swap under a Master Agreement dated September 19, 2006, between Credit Suisse (USA), Inc. and Perpetual Trustees Consolidated Limited, acting as trustee for Crusade Global Trust No. 2 of 2006, with Crusade Management Limited involved for certain sections. It outlines the terms for early termination, payment obligations, events of default, and procedures for replacing parties or transferring obligations. The agreement includes specific provisions to protect note ratings and manage tax or insolvency events, ensuring the swap operates under agreed financial and legal conditions.

EX-10.5 9 file9.htm USD CURRENCY SWAP SCHED. & CONFIRMATION
 SCHEDULE to the MASTER AGREEMENT dated as of 19 September 2006, between Credit Suisse (USA), Inc. ("Party A") and Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) in its capacity as trustee of the Crusade Global Trust No. 2 of 2006 ("Party B") and Crusade Management Limited (ABN 90 072 715 916) but only for the purpose of Sections 4(a)(i), 4(a)(ii), 7, 9(e)(ii) and 12(a), 17, Part 1(4), Part 5(1), Part 5(4) and Part 5(17). ("Manager") PART 1 TERMINATION PROVISIONS AND CERTAIN OTHER MATTERS (1) "SPECIFIED ENTITY" is not applicable in relation to Party A and Party B. (2) "SPECIFIED TRANSACTION" is not applicable. (3) (i) Sections 5(a)(ii), (iii), (iv), (v), (vi), 5(b)(ii), (iii) and (iv) will not apply to Party A or Party B. Notwithstanding the disapplication of Section 5(b)(ii) and 5(b)(iii), Sections 6(b)(ii) and 6(b)(iii) shall be construed as if provision had not been disapplied. (ii) Replace Section 5(a)(i) with: "(i) FAILURE TO PAY OR DELIVER. Failure by the party to make when due any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied at or before 10.00am on the tenth Local Business Day after the due date." (4) The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An Insolvency Event under the Security Trust Deed has occurred in respect of Party A or Party B (the party the subject of the Insolvency Event will be the Defaulting Party); or ". In relation to Party A, the events described in the definition of Insolvency Event (under the Security Trust Deed) shall apply to it as if Party A was a relevant corporation referred to in that definition. The occurrence of an Insolvency Event under the Security Trust Deed in respect of Party B in its personal capacity will not constitute an Event of Default provided that within thirty Local Business Days of that occurrence, Party A, Party B and the Manager are able to procure the novation of this Agreement and all Transactions to a third party (who is notified to Party A) in respect of which the Designated Rating Agencies confirm that the novation will not cause a reduction or withdrawal of the ratings of the Class A-1 Page 1  Notes, and Party A and Party B agree to execute such a novation agreement in standard ISDA form with each amendment thereto as are required by the parties. (5) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a): will not apply to Party A. will not apply to Party B. (6) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this Agreement: (i) Market Quotation will apply; and (ii) the Second Method will apply. (7) "TERMINATION CURRENCY" means USD. (8) Section 6(a) is amended by replacing "20 days" in line 3 with "10 Local Business Days". (9) Each of the following is an ADDITIONAL TERMINATION EVENT: (i) RATINGS DOWNGRADE. Party A fails to comply with the requirements of Section 17 (in which case Party A is the Affected Party). (ii) REDEMPTION FOR TAXATION OR OTHER REASONS. In the event that the Notes are redeemed in full at any time for tax or other reasons pursuant to Condition 5(j) (Redemption for Taxation or Other Reasons). In respect of such Additional Termination Event, Party B shall be the sole Affected Party. (iii) SECURITY TRUST DEED. An Event of Default occurs under the Security Trust Deed and the Security Trustee has declared the Notes immediately due and payable. In respect of such Additional Termination Event, Party B shall be the sole Affected Party. If any Early Termination Date is designated or occurs, "MARKET QUOTATION" in respect of the Terminated Transactions shall be determined based on a CPR rate with that rate determined by Party A as Calculation Agent based on the actual rate of prepayment from the Settlement Date or if prior to the first interest payment date then a CPR rate based on the amortisation schedule used in the prehedging, provided that the CPR rate determined by the Calculation Agent may not reflect such actual rate of prepayment if the Calculation Agent, acting in a commercially reasonable manner, so determines in light of the prevailing and expected economic conditions, but must reflect the expected rate of prepayment determined by the Calculation Agent acting in a commercially reasonable manner in light of the prevailing and expected economic conditions. (10) Add a new Section 6(aa) after Section 6(a): "(aa) RESTRICTED TERMINATION RIGHTS (i) TERMINATION BY PARTY B: Party B must not designate an Early Termination Date without the prior written consent of the Note Trustee. In the event that Party B were to designate an Early Termination Date and there would be a payment due to Party A, Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under Section 17 (Rating Downgrade) if Party B has found a replacement counterparty willing to enter a new transaction on terms that reflect as closely as reasonably Page 2  possible the economic, legal and credit terms of the Terminated Transactions with Party A or the Designated Rating Agencies otherwise confirm that the designation of the Early Termination Event would not lead to a downgrade or withdrawal of the rating of any Notes. (ii) TRANSFER WHERE PARTY B DOES NOT GROSS-UP: If any payment by Party B to Party A under this Agreement is, or is likely to be, made subject to any deduction or withholding on account of Tax, Party B at the direction of the Manager will endeavour to procure the substitution as principal obligor under this Agreement in respect of each affected Transaction of a Party B incorporated in another jurisdiction approved by Party A and the Note Trustee and in respect of which the Designated Rating Agencies confirm that the substitution will not cause a reduction or withdrawal of the rating of any Notes." (11) In Section 6(b)(ii), add the words "or to any other person approved by Party A" after the word "Affiliates" in the second last line of the first paragraph and add the words "so long as the transfer in respect of that Transaction would not lead to a downgrade or withdrawal of the then current rating of any Notes" after the words "ceases to exist" at the end of the first paragraph. (12) Add the following sentence at the end of the last paragraph of Section 6(b)(ii): "However, consent may be withheld if the other party considers (acting reasonably) that its credit exposure to the transferor would be adversely affected by the transfer." (13) Section 6(d)(ii) is amended by deleting the words "(in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event)". (14) (i) Replace paragraph (a) of Section 7 with the following: "(a) (i) (subject to sub-paragraph (ii)) Party A may make such a transfer, without the prior consent of any Designated Rating Agency or the other parties, pursuant to a consolidation, amalgamation with, or merger with or into, or transfer of all or substantially all of its assets to, or reorganisation, incorporation, reincorporation or reconstitution into or as another entity (but without prejudice to any other right or remedy under this Agreement); and (ii) the transfer referred to in sub-paragraph (i) may only be made where the transferee of all of Party A's interest or obligation in or under this Agreement has a short term credit rating of A-1+ from S&P, a long term credit rating of at least A2 from Moody's, a short term credit rating of P-1 from Moody's and a short term credit rating of F1 from Fitch Ratings and a long term credit rating of A+ from Fitch Ratings; and" (ii) Add a new paragraph to Section 7, immediately below paragraph (b): "(c) in the event that a trustee is appointed as a successor to Party B under the Trust Deed and the Supplementary Terms Notice (the "SUCCESSOR TRUSTEE"), Party A undertakes that it shall (unless, at the time the Successor Trustee is so appointed, Party A is entitled to terminate the Transaction under Section 6, in which case it may) execute a novation agreement novating to the Successor Trustee the Transaction (provided that the policies of Party A in effect at such time would permit it to enter transactions with the Successor Trustee on the terms proposed) on the same terms or on other terms to be agreed between Party A, Party B and the Successor Trustee, and give written notice to each Designated Rating Agency of such novation." Page 3  PART 2 TAX REPRESENTATIONS (1) PAYER TAX REPRESENTATIONS For the purpose of Section 3(e) of the Agreement, Party A will make the following representation and Party B will make the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position. (2) PAYEE TAX REPRESENTATIONS For the purpose of Section 3(f) of this Agreement, Party B makes the following representations: It is an Australian resident and does not derive payments under this Agreement in part or in whole carrying on business in a country outside Australia at or through a permanent establishment or itself in that country; For the purpose of Section 3(f) of this Agreement, Party A makes the following representation: It is fully eligible for the benefits of the "Business Profits" or "Industrial and Commercial Profits" provision, as the case may be, the "Interest" provision or the "Other Income" provision, if any, of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in Australia. "Specified Treaty" means the tax treaty applicable between the United States of America and the Commonwealth of Australia. Page 4  PART 3 AGREEMENT TO DELIVER DOCUMENTS For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following document as applicable: (a) Other documents to be delivered are: PARTY REQUIRED TO DATE BY WHICH TO BE COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED 3(D) REPRESENTATION Manager Legal opinions as to the due Upon execution and No incorporation, capacity, authority delivery of this Agreement of Party B and the validity and enforceability of the obligations of Party B and the Manager under this Agreement, the Trust Deed, the Security Trust Deed and the Class A-1 Notes in form and substance and issued by legal counsel reasonably acceptable to Party A Party B and the Manager Copies of all corporate Upon execution and Yes authorisations (to be certified by delivery of this Agreement an Authorised Officer of the or any relevant relevant party) and any other Confirmation documents with respect to the execution, delivery and performance of this Agreement and each Confirmation Party A and Party B Certificate of authority and Upon execution and Yes specimen signatures of individuals delivery of this Agreement executing this Agreement, and thereafter upon Confirmations and each Credit request of the other party Support Document (as applicable) Manager Copies (certified to be true copies Upon execution and Yes by an authorised signatory of the delivery of this Agreement Manager) of the Trust Deed, the Security Trust Deed, the Note Trust Deed, the Supplementary Terms Notice, the Notice of Creation of Trust and the Agency Agreement. Manager A copy (certified to be a true copy Promptly upon any such Yes by an authorised signatory of the document becoming Manager) of any document amending effective in accordance or varying the terms of the Trust with its terms Deed, the Security Trust Deed, the Note Trust Deed or the Supplementary Terms Notice where such amendment affects this Agreement or Party A's rights or Page 5  obligations under this Agreement Party A A legal opinion as to the capacity Upon execution and Yes and authority of Party A to enter delivery of this Agreement into, and perform its obligations under this Agreement and each Confirmation. Manager A copy of any notice provided by At such time as the Yes the Manager to Class A-1 relevant notice is Noteholders. provided by the Manager to Class A-1 Noteholders. Page 6  PART 4 MISCELLANEOUS (1) ADDRESS FOR NOTICES. For the purpose of Section 12(a) of this Agreement: (a) For notices regarding operation, payment and confirmation matters only, notices should be sent to the branch set out in the relevant Confirmation (as may be amended from time to time) with a copy, in the case of notices or communications relating to Sections 5, 6, 7, 11 or 13, to: Credit Suisse (USA) Inc. 11 Madison Avenue New York New York 10010 USA Attention: Tim W. Blake Telephone: +1 ###-###-#### Facsimile: +1 ###-###-#### (b) All notices or communications to Party B under this Agreement shall be sent to: Level 12, Angel Place, 123 Pitt Street, Sydney NSW 2000 Attention: Manager, Securitisation Telephone: (+61) 2 9229 9000 Facsimile: (+61) 2 9221 7870 Telex: N/A (c) All notices or communications to the Manager under this Agreement shall be sent to: Level 12, 55 Market Street, Sydney NSW 2000 Attention: Middle Office Compliance Manager Telephone: +61 2 9320 5526 Facsimile: +61 2 9320 5589 Telex: N/A (2) PROCESS AGENT. For the purpose of Section 13(c): Party A appoints as its Process Agent: Not applicable Party B appoints as its Process Agent: Mallesons Stephen Jaques 6th Floor Alder Castle 10 Noble Street London EC2V 7JX United Kingdom (3) OFFICES. The provisions of Section 10(a) will not apply to this Agreement. (4) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement: Party A is not a Multibranch Party. Party B is not a Multibranch Party. Page 7  (5) CALCULATION AGENT. The Calculation Agent is Party A, unless: (i) otherwise specified in a Confirmation in relation to the relevant Transaction; or (ii) an Event of Default (where Party A is the Defaulting Party) has occurred, in which case the Calculation Agent will be the Manager. All calculations made by the Calculation Agent must be made in good faith and through the exercise of the Calculation Agent's commercially reasonable judgment. If any party objects in good faith to any calculation made by the Calculation Agent, the parties must negotiate in good faith to agree on an independent lead dealer to make such calculation, and if they cannot so agree within three Business Days, they will each promptly choose an independent leading dealer and instruct such dealers to agree on another independent leading dealer to make such calculation. The calculation of any such dealer so appointed will be binding on the parties in the absence of manifest error and the costs of such appointment will be shared equally between Party A and Party B. (6) CREDIT SUPPORT DOCUMENTS. Details of any Credit Support Document: (i) In relation to Party A: Nil (ii) In relation to Party B: Security Trust Deed (7) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to Party A: Not applicable Credit Support Provider means in relation to Party B: Not applicable (8) NETTING OF PAYMENTS. Sub-paragraph (ii) of Section 2(c) will apply to Transactions entered into under this Agreement unless specified otherwise in a Confirmation. (9) GOVERNING LAW. This Agreement and each Confirmation will be governed by, and construed and enforced in accordance with, the laws in force in England and Wales. (10) "AFFILIATE" will have the meaning specified in Section 14 of this Agreement. For the purposes of Section 3(c), Party B is deemed not to have any Affiliates. (11) All payments other than payments of Eligible Credit Support to be made to Party B under this Agreement by Party A must be made to the account specified in the Confirmation (the US$ Account'). Any payment so made will, to the extent of that payment, satisfy Party A's obligation to Party B in respect of that payment. Page 8  PART 5 OTHER PROVISIONS (1) REDUCTION OF PAYMENT OBLIGATIONS. In the event that a payment made by Party B to Party A under a Transaction is less than the amount which Party B would be required to pay Party A, the Manager will provide notification to Party A of the amount of payment to be made by Party B (prior to making that payment) and the payment obligation of Party A to Party B shall be rateably reduced to the extent of the reduction in the amount paid by Party B to Party A. For the avoidance of doubt the payment of a reduced amount by Party A under this Agreement shall not constitute a breach of the payment obligations specified in Section 2(a)(i). (2) In Section 2(a)(i) add the following sentence: "Each payment will be by way of exchange for the corresponding payment or payments payable by the other party and, in the case of any payment payable by Party A to Party B, will be discharged by Party A depositing that payment by 4:00 pm New York time into the US$ Account." (3) In Section 2(a)(ii), after "freely transferable funds" add the words and "save as required by law, free of any set-off, counterclaim, deduction or withholding (and except as expressly provided in this Agreement)." (4) Insert new Sections 2(a)(iv) and 2(a)(v) immediately after Section 2(a)(iii) as follows: "(iv) The condition precedent in Section 2(a)(iii)(1) does not apply to a payment or delivery due to be made to a party if such party has satisfied all its payment and delivery obligations under Section 2(a)(i) of this Agreement and has no future payment or delivery obligations, whether absolute or contingent under Section 2(a)(i). "(v) Where: (1) payments are due pursuant to Section 2(a)(i) by Party A to Party B (the "PARTY A PAYMENT") and by Party B to Party A (the "PARTY B PAYMENT") on the same day; and (2) the Security Trust Deed has become, and remains at that time, enforceable, then Party A's obligation to make the Party A Payment to Party B shall be subject to the condition precedent (which shall be an "applicable condition precedent" for the purpose of Section 2(a)(iii)(3)) that Party A first receives notification from the Manager as to the amount of the Party B Payment and either: (3) the Party B Payment; or (4) confirmation from Party B's bank that it holds irrevocable instructions to effect payment of the Party B Payment and that cleared funds are available to make that payment." (5) Add the following new sentence to Section 2(b): "Each new account so designated must be in the same tax jurisdiction as the original account." (6) Delete the word "if" at the beginning of Section 2(d)(i)(4) and insert the following words instead: "if and only if X is Party A and". (7) In Section 2(d)(ii) insert the words "(if and only if Y is Party A)" after the word "then" at the beginning of the last paragraph. Party B will have no obligation to pay any amount to Party A Page 9  under Section 2(d)(ii), and may make any payment under or in connection with this Agreement net of any deduction or withholding referred to in Section 2(d)(i). (8) TELEPHONE RECORDING: Each party consents to the recording of the telephone conversations of trading and marketing personnel in connection with this Agreement or any potential Transaction and consents to such recording being used as evidence in court proceedings. (9) FURTHER REPRESENTATIONS. Insert new Sections 3(g), 3(h) and 3(i) immediately after Section 3(f) as follows: "(g) NON ASSIGNMENT. It has not assigned (whether absolutely, in equity or otherwise) or declared any trust over any of its rights under this Agreement or any Transaction (other than, in respect of Party B, the trust created pursuant to the Trust Deed and the Supplementary Terms Notice) and has not given any charge over its rights under this Agreement or any Transaction in the case of Party A, or any charge over its rights under this Agreement or any Transaction or the assets of the Trust (other than under the Security Trust Deed), in the case of Party B." (h) RELATIONSHIP BETWEEN PARTIES. Absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction: (i) NON-RELIANCE. It is acting for its own account (in the case of Party B as trustee of the Trust), and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment (and in the case of Party B, also on the judgment of the Manager) and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction. (ii) ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice including, in the case of Party B, the advice of the Manager), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. (iii) STATUS OF PARTIES. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction (other than in the case of Party B, the Manager)." (i) TRUST. Party B represents to Party A, in respect of Party B only that: (i) TRUST VALIDLY CREATED. The Trust has been validly created under the laws by which it is stated to be governed and is in existence at the date of this Agreement. (ii) SOLE TRUSTEE. Party B has been validly appointed as trustee of the Trust and is presently the sole trustee of the Trust. (iii) NO PROCEEDINGS TO REMOVE. No notice has been given to Party B and to Party B's knowledge no resolution has been passed, or direction or notice has been given, removing Party B as trustee of the Trust. Page 10  (iv) POWER. Party B has power under the Trust Deed to enter into this Agreement and the Security Trust Deed in its capacity as trustee of the Trust. (v) GOOD TITLE. Party B has equitable title to the Assets of the Trust and has power under the Trust Deed to mortgage or charge them in the manner provided in the Security Trust Deed and, subject only to the Trust Deed, the Security Trust Deed and any Security Interest permitted under the Trust Deed, as far as Party B is aware, those Assets are free from all other Security Interests (except for Party B's right of indemnity out of the Assets of the Trust)." (10) In Section 4, add the following new paragraph immediately after Section 4(e): "(f) CONTRACTING AS PRINCIPAL. Party A will enter into each Transaction as principal and not otherwise and, subject to Section 15, Party B will enter into each Transaction in its capacity as trustee of the Trust and not otherwise. Any reference to Party B in this Agreement is in its capacity as trustee of the Trust." (11) CONFIRMATIONS. With respect to each Transaction entered into pursuant to this Agreement and for the purposes of Section 9(e)(ii), Party A will, on or promptly after the relevant Trade Date, send Party B (with a copy to the Manager) a Confirmation confirming that Transaction and both Party B (either itself or through the Manager) and the Manager must promptly then confirm the accuracy of or request the correction of such Confirmation. Notwithstanding the provisions of Section 9(e)(ii), where a Transaction is confirmed by means of facsimile or an electronic messaging system, such message will constitute a Confirmation even where not so specified in that Confirmation. (12) Section 12(a) is amended by deleting the words "(except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system)" in lines 2 and 3. (13) ISDA DEFINITIONS. This Agreement, each Confirmation and each Transaction are subject to the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc) (the "ISDA Definitions"), and will be governed in all respects by any provisions set forth in the ISDA Definitions, without regard to any amendments to the ISDA Definitions made after the date of this Agreement unless, in respect of any Confirmation, such Confirmation incorporates the 2000 ISDA Definitions with amendments thereto that have been made after the date of this Agreement. The ISDA Definitions are incorporated by reference in, and shall be deemed to be part of, this Agreement and each Confirmation unless, in respect of any Confirmation, such Confirmation incorporates the 2000 ISDA Definitions with amendments thereto that have been made after the date of this Agreement. (14) SCOPE OF AGREEMENT. Any reference to a: (a) "Swap Transaction" in the ISDA Definitions is deemed to be a reference to a "Transaction" for the purposes of interpreting this Agreement or any Confirmation; and (b) "Transaction" in this Agreement or any Confirmation is deemed to be a reference to a "Swap Transaction" for the purpose of interpreting the ISDA Definitions. (15) INCONSISTENCY. In the event of any inconsistency between any two or more of the following documents in respect of a Transaction, they will take precedence over each other in the following descending order in respect of that Transaction: (i) any Confirmation; Page 11  (ii) the Schedule to the Agreement and Credit Support Annex; (iii) the printed form of the ISDA Master Agreement and the ISDA Credit Support Annex; (iv) the 2000 ISDA Definitions (unless they are incorporated into a Confirmation, in which case, they shall take precedence in accordance with sub-paragraph(i) above). (16) DEFINITIONS AND INTERPRETATION Section 14 of the Agreement is modified as follows: (a) New definitions are inserted as follows: "ACCEPTABLE ARRANGEMENT" means an arrangement which each relevant Designated Rating Agency has confirmed in writing will result in the avoidance or reversal of any Note Downgrade. "APPROVED BANK" means a Bank which has a short term credit rating of A-1+ from S&P, P-1 from Moody's and F1 from Fitch Ratings. "DOWNGRADE" means in relation to a Currency Swap, the withdrawal or downgrade of Party A's credit rating by a Designated Rating Agency resulting in Party A not having the Required Rating for that Currency Swap. "MAJOR DOWNGRADE" means a Downgrade resulting in Party A having: (i) a short term credit rating of less than A-1 by S&P; (ii) a short term credit rating of less than P-2 by Moody's or a long term credit rating of less than A-3 by Moody's; or (iii) a short term credit rating of less than F2 by Fitch Ratings or a long term credit rating of less than BBB+ by Fitch Ratings. "MINOR DOWNGRADE" means in relation to a Currency Swap, any Downgrade which is not a Major Downgrade for that Currency Swap. "MORTGAGED PROPERTY" has the meaning given in the Security Trust Deed. "NOTE DOWNGRADE" means any actual or proposed withdrawal or downgrade of the rating assigned to the Class A-1 Notes by a Designated Rating Agency. "REPLACEMENT CURRENCY SWAP PROVIDER" means, at any time, a person that has agreed to replace Party A at that time and has a credit rating not less than the Required Rating. "REQUIRED RATING" means a credit rating of not less than: (i) A-1+ (short term) by S&P; (ii) P-1 (short term) and A2 (long term) by Moody's; and (iii) F1 (short term) and A+ (long term) by Fitch Ratings. "SECURITY TRUST DEED" means the Security Trust Deed dated 14 September 2006 between Party B as issuing trustee, Crusade Management Limited as Manager, P.T. Limited as security trustee and The Bank of New York as note trustee. The definition of Tax is replaced with: "TAX" has the meaning given in the Trust Deed. Page 12  "TRUST DEED" means the Master Trust Deed dated 14 March 1998 as amended by the Crusade Global Trust No. 2 of 2006 Supplementary Terms Notice dated on or about the date of this Agreement between (amongst others) Party B, St.George Bank Limited and the Manager ("SUPPLEMENTARY TERMS NOTICE") and each of the following expressions has the meanings given to them in the Trust Deed and the Supplementary Terms Notice. (b) Each of the following expressions has the meanings given to them in the Trust Deed and the Security Trust Deed (as the case may be): "AGENCY AGREEMENT" "ASSET" "BANK" "CLASS A-1 NOTES" "CLASS A-1 NOTEHOLDER" "CURRENCY SWAP" "DESIGNATED RATING AGENCY" "EURO AND (EURO)" "EXTRAORDINARY RESOLUTION" "FINAL MATURITY DATE" "HEDGE AGREEMENT" "INSOLVENCY EVENT" "INVESTED AMOUNT" "MORTGAGED PROPERTY" "NOTEHOLDER" "NOTE TRUSTEE" "PRINCIPAL PAYING AGENT" "PURCHASED RECEIVABLES" "SECURITY TRUSTEE" "STATED AMOUNT" "SUPPORT FACILITY PROVIDER" "TRUST" "TRUST EXPENSE" "US$" (c) TRUST DEED AND SECURITY TRUST DEED: The parties acknowledge and agree and for the purposes of the Trust Deed and Security Trust Deed (i) all Transactions under this Agreement are "Hedge Agreements"; (ii) Party A is a "Support Facility Provider", (iii) all obligations of Party B under this Agreement and any/all Transactions under it are Secured Moneys. (d) Unless defined in this Agreement, words and phrases defined in the Trust Deed, the Security Trust Deed and the Supplementary Terms Notice (each in the form as at the date of this Agreement) have the same meaning in this Agreement. Where there is any inconsistency in a definition between this Agreement (on the one hand) and the Trust Deed, Security Trust Deed or the Supplementary Terms Notice (on the other hand), this Agreement prevails. Where words or phrases used but not defined in this Agreement are defined in the Trust Deed in relation to a Trust (as defined in the Trust Deed) such words or phrases are to be construed in this Agreement, where necessary, as being used only in relation to the Trust (as defined in the Supplementary Terms Notice). (e) Where in this Agreement a word or expression is defined by reference to its meaning in another Transaction Document or there is a reference to another Transaction Document Page 13  or to a provision of another Transaction Document, any amendment to the meaning of that word or expression or to that other Transaction Document or provision (as the case may be) will be of no effect for the purposes of this Agreement unless and until the amendment is consented to by the parties to this Agreement. (17) New Sections 15 and 16 are inserted immediately after Section 14 as follows: "15. PARTY B PROVISIONS (a) (A) General Clause 30 of the Trust Deed applies to the obligations and liabilities of Party B under this Agreement. Clause 16 of the Security Trust Deed applies to govern Party A's priority to monies received from the sale of Assets of the Trust or other enforcement of the Charge under the Security Trust Deed (as defined in the Security Trust Deed). (B) Limitation of Party B's Liability (1) Party B enters into this agreement only in its capacity as trustee of the Trust and in no other capacity (except where the Transaction Documents provide otherwise). Subject to paragraph (3) below, a liability arising under or in connection with this Agreement or the Trust can be enforced against Party B 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 Party B to be exonerated or indemnified for the liability. This limitation of Party B's liability applies despite any other provision of this Agreement and extends to all liabilities and obligations of Party B in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement or the Trust. (2) Subject to subparagraph (3) below, no person (including any Relevant Party) may take action against Party B in any capacity other than as trustee of the Trust or seek the appointment of a receiver (except under this agreement), or a liquidator, an administrator or any similar person to Party B or prove in any liquidation, administration or arrangements of or affecting Party B (except in relation to the assets of the Trust). (3) The provisions of this Section 15 shall not apply to any obligation or liability of Party B 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 Party B's indemnification or exoneration out of the Assets of the Trust as a result of Party B's fraud, negligence, or Default. (4) It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust (other than Party A in its capacity as currency swap provider under this Agreement, in respect of which its obligations are limited to this Agreement). No act or omission of Party B (including any related failure to satisfy its obligations under this Agreement) will be considered fraud, negligence or Default of Party B for the purpose of subparagraph (3) 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 Party B in accordance with this Agreement or any other Transaction Document to fulfil its obligations relating to the Trust or by any other act or omission of a Relevant Party or any such person. Page 14  (5) In exercising their powers under the Transaction Documents, each of Party B, 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 Agreement has authority to act on behalf of Party B in a way which exposes Party B to any personal liability and no act or omission of any such person will be considered fraud, negligence, or Default of Party B for the purpose of subparagraph (3) above. (6) In this clause, RELEVANT PARTIES means each of the Manager, the Servicer, the Calculation Agent, each Paying Agent, the Note Trustee, and the provider of a Support Facility. (7) Nothing in this clause limits the obligations expressly imposed on Party B under the Transaction Documents. (b) Nothing in paragraph (a) limits Party A in: (i) obtaining an injunction or other order to restrain any breach of this Agreement by Party B; (ii) obtaining declaratory relief; or (iii) in relation to its rights under the Security Trust Deed. (c) Except as provided in paragraphs (a) and (b), Party A shall not (i) (JUDGMENT) obtain a judgment for the payment of money or damages by Party B; (ii) (STATUTORY DEMAND) issue any demand under s459E(1) of the Corporations Act 2001 (Cth) (or any analogous provision under any other law) against Party B; (iii) (WINDING UP) apply for the winding up or dissolution of Party B; (iv) (EXECUTION) levy or enforce any distress or other execution to, on, or against any assets of Party B; (v) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a receiver to any of the assets of Party B; (vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or counterclaim against Party B (other than as permitted by Sections 2(c) and 6(e) of this Agreement); or (vii) (ADMINISTRATOR) appoint, or agree to the appointment, of any administrator to Party B, or take proceedings for any of the above and Party A waives its rights to make those applications and take those proceedings." "16. REPLACEMENT CURRENCY SWAP (a) If this Agreement or any Transaction under this Agreement is terminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Manager, enter into one or more currency swaps which replace the Transactions under this Agreement (collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction (the "TERMINATION AMOUNT") will Page 15  be paid in full when due in accordance with the Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Termination Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Termination Amount, the balance must be satisfied by Party B as a Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Termination Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap Provider as payment of any premium (to the extent of the Termination Amount) payable by Party B to enter into the Replacement Currency Swap. Such payment by Party A to the Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to make any payment to Party B in respect of the termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Termination Amount, the balance must be satisfied by Party B as a Trust Expense payable to the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice." (18) NOVATION Notwithstanding Section 7 as amended herein, Party A may at any time novate its obligations under this Agreement to any of its Affiliates (the "NEW COUNTERPARTY") provided that: (a) the New Counterparty provides a legal opinion to Party B that this Agreement, as novated, is valid, binding and enforceable against it (subject to equitable doctrines and creditors' rights generally); and (b) the New Counterparty has the Required Rating. Party B and the Manager will execute all such documents (each in a form reasonably satisfactory to Party B) as are reasonably necessary to give effect to that novation." (19) APPOINTMENT OF MANAGER: Party A acknowledges that under the Trust Deed Party B has appointed the Manager as manager of the Trust with the powers set out in and upon and subject to the terms of, the Trust Deed. Accordingly, subject to the terms of the Trust Deed, the Manager: (i) may arrange, enter into, and monitor Transactions, execute Confirmations and exercise all other rights and powers of Party B under this Agreement; and (ii) without limiting the generality of the foregoing, the Manager shall, issue and receive, on behalf of Party B all notices, Confirmations, certificates and other communications to or by Party A under this Agreement. Page 16  (20) A new Section 17 is added as follows: "17 RATING DOWNGRADE (a) If, at any time, a Downgrade occurs and the downgrade constitutes a Minor Downgrade, Party A shall, within 30 days (or such greater period as agreed to in writing by the relevant Designated Rating Agency), comply with Section 17(c). (b) If, at any time, a Downgrade occurs and the downgrade constitutes a Major Downgrade, Party A shall by the tenth day following a Major Downgrade (or such greater period as agreed by the relevant Designated Rating Agency) comply with Section 17(c)(i). Party A must continue to comply with Section 17(c)(i) until such time (no later than 30 days of the Major Downgrade occurring (or such greater period as agreed by the relevant Designated Rating Agency)) that it complies with Section 17(c)(ii), (iii) or (iv). (c) Where Party A is required to comply with this Section 17(c) it must, subject to paragraph (b), at its cost do one of the following: (i) transfer Eligible Credit Support to Party B in accordance with the Credit Support Annex attached to this Agreement (including by the deposit of USD/Euro to the credit of a Swap Collateral Account); (ii) procure a novation of its rights and obligations under each Transaction to a Replacement Currency Swap Provider; (iii) procure another person to become co-obligor in respect of the obligations of Party A under each Transaction. Such co-obligor may be either: (A) a person with the Required Rating(s) of each relevant Designated Rating Agency domiciled in the same legal jurisdiction as Party A or Party B; or (B) a person otherwise acceptable to each relevant Designated Rating Agency; or (iv) enter, or procure entry, into an Acceptable Arrangement. (d) Where Party B has not established a Swap Collateral Account and Party A is to transfer Eligible Credit Support to Party B, the Manager must direct Party B to, and Party B must, establish, as soon as practicable, and maintain, in the name of Party B an account (where the Eligible Credit Support is in the form of cash) and/or a custody account (where the Eligible Credit Support is in the form of securities) with an Approved Bank, which account(s) shall be, for the purposes of this Section 17, the "SWAP COLLATERAL ACCOUNT". (e) Party B, at the direction of the Manager, may only dispose of any Eligible Credit Support acquired or transferred to it under Section 17(c)(i) or make withdrawals from the Swap Collateral Account: (i) in accordance with the terms of the Credit Support Annex attached to this Agreement; or (ii) otherwise if directed to do so by the Manager and in such latter case only for the purpose of: (i) withdrawing any amount which has been incorrectly deposited into the Swap Collateral Account; (ii) paying any bank accounts debit tax or other equivalent Taxes payable in respect of the Swap Collateral Account; Page 17  (iii) funding the amount of any payment due to be made by Party A under this Agreement following the failure by Party A to make that payment or (iv) funding any termination payment due to Party A. (f) Party B may not invest any amounts standing to the credit of a Swap Collateral Account. (21) EXCHANGE CONTROLS Section 5(b)(i) (ILLEGALITY) is amended by adding the following paragraph at the end:- "This sub-paragraph (i) does not apply to the imposition by the Australian government or any agency of the Australian government of any exchange control restrictions or prohibitions ("EXCHANGE CONTROLS")." For the avoidance of doubt: (A) exchange controls do not constitute an Illegality or other Termination Event or an Event of Default under this Agreement, and do not entitle a party to terminate a Transaction or otherwise refuse to make any payments it is obliged to make under a Transaction: and (B) if and for so long as exchange controls are imposed, delivery by Party B of Australian dollar amounts required to be paid by it under any relevant Confirmation to the bank account in Australia notified in writing by Party A to Party B from time to time specified in that Confirmation will constitute proper payment of those amounts by Party B and Party A's obligations under this Agreement will be unaffected by any such exchange controls." (22) PARTY B'S PAYMENT INSTRUCTIONS. Party B irrevocably authorises and instructs Party A to make payment of: (i) the "Initial Exchange Amount" payable by Party A under a currency swap transaction by paying that amount direct to the account notified in writing by Party B to Party A for that purpose; and (ii) any other amount due from Party A to Party B under this Agreement by paying that amount direct to the Principal Paying Agent to the account outside Australia notified in writing by the Principal Paying Agent to Party A for that purpose. Party A is entitled to rely on any such notice. (23) NO AMENDMENT. Each of Party B and the Manager agrees that it will not consent to any amendment to any provision in any Transaction Document dealing with the ranking, priority or entitlement of Party A in respect of any security or moneys without the prior written consent of Party A (which will not be unreasonably withheld). (23) In Section 6(e), delete the sentence "The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off." At the end of the first paragraph. (24) Scope of Agreement. This Agreement shall only govern the Transaction entered into between the parties on the date hereof in respect of which the parties are required to make payments in the AUD and USD. Page 18  Please confirm your agreement to the terms of the foregoing Schedule by signing below. Date: 19 September 2006 CREDIT SUISSE (USA) INC. PERPETUAL TRUSTEES CONSOLIDATED LIMITED as trustee of Crusade Global Trust No. 2 of 2006 By: /s/ Linda Steinmuller By: /s/ Andrea Ruver ---------------------------- ---------------------- Name: Linda Steinmuller Name: Andrea Ruver Title: Vice President, Complex Title: Manager Product Support CRUSADE MANAGEMENT LIMITED By: /s/ Andrew Jinks ------------------------- Name: Andrew Jinks Title: Attorney Page 19  19 September 2006 Perpetual Trustees Consolidated Limited in its capacity as trustee of the Crusade Global Trust No.2 of 2006 Level 12, Angel Place 123 Pitt Street Sydney NSW 2000 Australia Crusade Management Limited in its capacity as manager of the Crusade Global Trust No.2 of 2006 (the "Manager") 4-16 Montgomery Street Kogarah New South Wales 2217 Australia (A) External ID: 50227455 - --------------------------------------------------------------------------- Dear Sir/Madam The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below. This Confirmation amends, restates and supersedes in its entirety all Confirmations dated prior to the date hereof in respect of this Transaction. In this Confirmation "CSUS" means Credit Suisse (USA), Inc. and "Counterparty" means Perpetual Trustees Consolidated Limited in its capacity as trustee of the Crusade Global Trust No.2 of 2006. 1. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. References herein to a "Transaction" shall be deemed to be references to a "Swap Transaction" for the purposes of the 2000 ISDA Definitions. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated on or about 19 September 2006 as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. CSUS and Counterparty each represents to the other that it has entered into this Transaction in reliance upon such tax, accounting, regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Trade Date: 19 September 2006 Effective Date: 21 September 2006  Termination Date: The earlier of: (i) 15 November 2037; and (ii) the date on which all of the Class A-1 Notes are redeemed in whole in accordance with the Conditions (other than as a result of redemption pursuant to Condition 5(j) (Redemption for Taxation or Other Reasons) or Condition 10 (Enforcement)), in each case, subject to adjustment in accordance with the Modified Following Business Day Convention Counterparty Floating Amounts: Floating Rate Payer: Counterparty Floating Rate Payer Currency Amount: The AUD Equivalent of the CSUS Floating Rate Payer Currency Amount. Floating Rate Payer Payment Dates: The 15th day of each February, May, August and November, commencing on 15 November 2006, and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate Option: AUD-BBR-BBSW; provided, however, that in respect of the initial Calculation Period, Linear Interpolation shall apply based upon a Designated Maturity of 1 month and a Designated Maturity of 2 months Designated Maturity: 3 months (except as noted above) Spread: In respect of each Floating Rate Payer Payment Date: (i) up to (and including) the Call Date, plus 0.1553%; and (ii) after the Call Date, plus 0.3106%. Floating Rate Day Count Fraction: Actual/365 (Fixed) Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable External ID: 50227455  CSUS Floating Amounts: Floating Rate Payer: CSUS Floating Rate Payer Currency Amount: In respect of any Floating Rate Payer Payment Date, the aggregate of the Invested Amounts of the Class A1 Notes on the immediately preceding Floating Rate Payer Payment Date (or, if none, the Effective Date) after any adjustment thereto on such date. Floating Rate Payer Payment Dates: The 15th day of each February, May, August and November, commencing on 15 November 2006, and ending on the Termination Date, inclusive, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate Option: USD-LIBOR-BBA; provided, however, that in respect of the initial Calculation Period, Linear Interpolation shall apply based upon a Designated Maturity of 1 month and a Designated Maturity of 2 months Designated Maturity: 3 months (except as noted above) Spread: In respect of each Floating Rate Payer Payment Date: (i) up to (and including) the Call Date, plus 0.06%; and (ii) after the Call Date, plus 0.12%. Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable Initial Exchange: Initial Exchange Date: Effective Date CSUS Initial Exchange Amount: AUD1,596,806,387.23 Counterparty Initial Exchange Amount: USD 1,200,000,000.00 Interim Exchange: External ID: 50227455  Interim Exchange Date: Each Floating Rate Payer Payment Date on which the Counterparty Interim Exchange Amount is greater than zero. CSUS Interim Exchange Amount: The USD Equivalent of the Counterparty Interim Exchange Amount. Counterparty Interim Exchange Amount: The AUD amount available for distribution to CSUS as Currency Swap Provider in respect of the Class A-1 Currency Swap in accordance with clause 5.5(a)(iii)(A)(1) or clause 5.6(a)(iii)(A)(1) (as the case may be) of the Supplementary Terms Notice. Final Exchange: Final Exchange Date: Termination Date CSUS Final Exchange Amount: The aggregate of the Invested Amounts of the Class A1 Notes on the Final Exchange Date. Counterparty Final Exchange Amount: The AUD Equivalent of the CSUS Final Exchange Amount. Business Day: London, New York, Sydney and TARGET Calculation Agent: CSUS Account Details: Payments to CSUS: Account(s) for payments to CSUS in USD: Pay to: Citibank Account Name: CS USA Inc ABA No.: 021000089 Account Number: 38896033 Account(s) for payments to CSUS in AUD: Pay to: Westpac Account Name: CS USA Inc Account No.: CLC0001979 External ID: 50227455  Payments to Counterparty: Account(s) for payments to the Counterparty in USD: Pay to: The Bank of New York - New York Account Name: Transfer Funds Reconcilement ABA No.: 021-000-018 Account No.: GLA/111-565 Sub Account No.: 383838 Sub Account Name: GTS - Asia Pacific Ref: Sub Account 383838 Attn: Paul Wilden - GTS Crusade Global Trust No. 2 of 2006 Class A1 Account(s) for payments to the Counterparty in AUD: Pay to: St. George Bank Limited Level 12, 55 Market Street, Sydney NSW 2000 SWIFT Code: SGBL AU2S BSB: 112-601 Office: Counterparty is acting through its Sydney Office for the purposes of this Transaction. Additional Provisions External ID: 50227455  The Manager acknowledges and agrees to perform its obligations to CSUS as Currency Swap Provider set out in clause 5.25 of the Supplementary Terms Notice. Definitions: "AUD Equivalent" means, in respect of any amount denominated in USD, the equivalent amount in AUD determined using the Exchange Rate. "Call Date" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Class A1 Currency Swap" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Class A1 Notes" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Conditions" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Currency Swap Provider" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Exchange Rate" means AUD1:USD 0.7515. "Invested Amount" bears the meaning ascribed to such term in the Supplementary Terms Notice. "Supplementary Terms Notice" means the Supplementary Terms Notice dated on or about 19 September 2006 entered into by, among others, Counterparty, the Manager and St. George Bank Limited, in respect of the Crusade Global Trust No.2 of 2006. "USD Equivalent" means, in respect of any amount denominated in AUD, the equivalent amount in USD determined using the Exchange Rate. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Yours sincerely CREDIT SUISSE (USA), INC. By: /s/ Linda Steinmuller ----------------------------------- Name: Linda Steinmuller Title: Vice President, Complex Product Support Confirmed as of the date first above written: PERPETUAL TRUSTEES CONSOLIDATED LIMITED IN ITS CAPACITY AS TRUSTEE OF THE CRUSADE GLOBAL TRUST NO.2 OF 2006 By: /s/ Andrea Ruver ------------------------------ Name: Andrea Ruver Title: Manager CRUSADE MANAGEMENT LIMITED IN ITS CAPACITY AS MANAGER OF THE CRUSADE GLOBAL TRUST NO.2 OF 2006 By: /s/ Andrew Jinks ------------------------------ Name: Andrew Jinks Title: Attorney External ID: 50227455