<PAGE>

                           ISDA Schedule to the Master
                            Agreement for Basis Swap


                                            ST.GEORGE BANK LIMITED

               PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE
                    OF THE CRUSADE GLOBAL TRUST NO. 1 OF 2003

                                        CRUSADE MANAGEMENT LIMITED




                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                               Tel  61 2 9230 4000
                                               Fax  61 2 9230 5333
                                                    www.aar.com.au

                         (C) Copyright Allens Arthur Robinson 2003



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ISDA Schedule to the Master Agreement for              [GRAPHIC OMITTED]
Basis Swap                                             Allens Arthur Robinson

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DATE                                                             2003
-------------
PARTIES
-------------
1.              ST.GEORGE BANK LIMITED (ABN 92 055 513 070) (PARTY A);

2.              PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 387 133) as
                trustee of THE CRUSADE GLOBAL TRUST NO. 1 OF 2003 (PARTY B);
                and

3.              CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) (MANAGER).

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PART 1.  TERMINATION PROVISIONS

(a)      SPECIFIED ENTITY is not applicable in relation to Party A or Party B:

(b)      Sections 5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(ii), (iii) and
         (iv) will not apply to Party A and Party B.

(c)      The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An
         Insolvency Event under the Master 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 Master Trust
         Deed) shall apply to it as if Party A (as the case may be) were 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 in respect of
         which the Designated Rating Agencies confirm that the novation will not
         cause a reduction or withdrawal of the rating of the Notes, and Party A
         and Party B agree to execute such a novation agreement in standard
         International Swaps and Derivates Association, Inc. ("ISDA") form.

(d)      Section 5(a)(i) is amended to replace THIRD with TENTH.

         For the avoidance of doubt Party B, but without limiting Section 16, is
         not obliged to pay any amount attributable to any Break Payment which
         is due by, but not received from, an Obligor or any Loan Offset
         Interest Amount which is due by, but not received from, the Approved
         Seller, and the failure by Party B to pay that amount shall not be an
         Event of Default.

(e)      The AUTOMATIC EARLY TERMINATION provision of Section 6(a):

         will not apply to Party A
         will not apply to Party B

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         Any event which, upon its occurrence, constitutes an Event of Default,
         is deemed not to be an essential term of the Transaction so that the
         occurrence of any Event of Default shall not be implied to constitute a
         repudiation of this Agreement. This does not in any way restrict or
         limit the right of a Non-Defaulting Party under Section 6(a) to
         terminate following an Event of Default.

(f)      PAYMENTS ON EARLY TERMINATION. Subject to Section 15(w) only, for the
         purpose of Section 6(e) of this Agreement, neither Party A nor Party B
         is required to make any payment if this Agreement is terminated and
         Section 6(e) shall not apply.

(g)      There is no Termination Currency.

(h)      An ADDITIONAL TERMINATION EVENT set out in Part 5(q) of this Schedule,
         will apply.

(i)      In the TRANSFER provision of Section 7, add a new paragraph (c):

         (c)      Party B may transfer to a Successor Trustee (as defined below)
                  or to avoid an illegality as specified in Section 5(b)(i).

(j)      Add a new paragraph to Section 7 immediately below paragraph (c):

         In the event that a trustee is appointed as a successor to Party B
         under the Trust Deed ("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) novate to the Successor Trustee the Transaction 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 the Designated Rating
         Agencies of such novation.

PART 2.  TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS.

         For the purpose of Section 3(e) of this Agreement each of Party A 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) or
         6(d)(ii) 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) of this
                  Agreement; 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 subclause (ii) above and the other party does not
         deliver a form or document under Section 4(a)(iii) by reason of
         material prejudice to its legal or commercial position.

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(b)      PAYEE TAX REPRESENTATIONS.

         For the purpose of Section 3(f) of this Agreement, each of Party A and
         Party B represents that it is an Australian resident and does not
         derive the payments under this Agreement in whole or in part in
         carrying on business in a country outside Australia at or through a
         permanent establishment of itself in that country.

         Party A and Party B also represent that Crusade Global Trust No. 1 of
         2003 is a non-U.S. branch of a foreign person for U.S. federal income
         tax purposes.

(c)      DEDUCTION OR WITHHOLDING FOR TAX.  Section 2(d) is replaced with the
         following Section:

                  All payments under this Agreement will be made subject to
                  deduction or withholding for or on account of any Tax. If a
                  party is so required to deduct or withhold, then that party
                  ("X") will:

                  (i)     promptly notify the other party ("Y") of such
                          requirement;

                  (ii)    pay to the relevant authorities the full amount
                          required to be deducted or withheld promptly upon the
                          earlier of determining that such deduction or
                          withholding is required or receiving notice that such
                          amount has been assessed against Y;

                  (iii)   promptly forward to Y an official receipt (or a
                          certified copy), or other documentation reasonably
                          acceptable to Y, evidencing such payment to such
                          authorities;

                  (iv)    pay to Y the amount Y would have received had no
                          deduction or withholding been required.

                  Paragraph (iv) shall not apply to payments to be made by Party
                  B.

PART 3.  AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver to the other as soon as reasonably practicable following a request by
the other party, any document or certificate reasonably required by a party in
connection with its obligations to make a payment under this Agreement which
would enable that party to make the payment free from any deduction or
withholding for or on account of Tax or as would reduce the rate at which the
deduction or withholding for or on account of Tax is applied to that payment.

PART 4.  MISCELLANEOUS

(a)      ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement:

         Address for notices or communications to Party A:

         Address:          Level 12, 55 Market Street, Sydney NSW 2000
         Attention:        Middle Office Compliance Manager
         Facsimile No:     (02) 9320 5589   Telephone No: (02) 9320 5526

         Address for notices or communications to Party B:

         Address:          Level 7, 9 Castlereagh Street, Sydney  NSW  2000

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ISDA Schedule to the Master Agreement for              [GRAPHIC OMITTED]
Basis Swap                                             Allens Arthur Robinson

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         Attention:        Manager, Securitisation
         Facsimile No:     (02) 9221 7870   Telephone No: (02) 9229 9000


         Address for notices or communications to the Manager:

         Address:          Level 12, 55 Market Street, Sydney NSW 2000
         Attention:        Middle Office Compliance Manager
         Facsimile No:     (02) 9320 5589   Telephone No: (02) 9320 5526

(b)      PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent: None.

         Party B appoints as its Process Agent: None.

(c)      OFFICES. The provisions of Section 10(a) will not apply to this
         Agreement.

(d)      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.

(e)      CALCULATION AGENT. The Calculation Agent is the Manager unless
         otherwise specified in a Confirmation in relation to the relevant
         Transaction.

(f)      CREDIT SUPPORT  DOCUMENT. Details of any Credit Support Document:

         In relation to Party A:    Nil.

         In relation to Party B:    Security Trust Deed

(g)      CREDIT SUPPORT PROVIDER. Credit Support Provider means:

         In relation to Party A: Nil.

         In relation to Party B:  Nil.

(h)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws in  force in New South Wales and Section 13(b)
         (i) is deleted and replaced with the following:

         each party submits to the non-exclusive jurisdiction of the courts of
         New South Wales and Court of Appeal from them.

(i)      NETTING OF PAYMENTS. Sub-paragraph (ii) of Section 2(c) of this
         Agreement will apply to net Transactions in the same Confirmation and
         will not apply to net Transactions specified in different
         Confirmations.

(j)      AFFILIATE will have the meaning specified in Section 14 of this
         Agreement.  For the purpose of Section 3(c), each of Party A and Party
         B are deemed not to have any Affiliates.

PART 5.  OTHER PROVISIONS

(A)      ISDA DEFINITIONS: This Agreement, each Confirmation and each
         Transaction are subject to the 2000 ISDA Definitions (published by the
         International Swaps and Derivatives Association, Inc.) as amended from
         time to time (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. The

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         ISDA Definitions are incorporation by reference in, and shall be deemed
         to be part of this Agreement and each Confirmation.

(b)      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.

(c)      In Section 2(a)(ii), after freely transferable funds add free of any
         set-off, counterclaim, deduction or withholding (except as expressly
         provided in this Agreement).

(d)      A new Section 2(a)(iv) is inserted as follows:

         (iv)     The condition precedent in Section 2(a)(iii)(1) does not apply
                  to a payment due to be made to a party if it has satisfied all
                  its payment obligations under Section 2(a)(i) of this
                  Agreement and has no future payment obligations, whether
                  absolute or contingent under Section 2(a)(i).

(e)      For the purpose of Section 2(b) of this Agreement, CHANGE OF ACCOUNT,
         any new account so designated shall be in the same tax jurisdiction as
         the original account.

(f)      ADDITIONAL REPRESENTATIONS:  In Section 3 add the following immediately
         after paragraph (f):

                  (g)     Non Assignment. It has not assigned (whether
                          absolutely, in equity or otherwise) or declared any
                          trust over any of its rights under any Transaction
                          (other than, in respect of Party B, the trusts created
                          pursuant to the Trust Deed) and has not given any
                          charge over its assets, in the case of Party A, or the
                          assets of the Trust (other than as provided in the
                          Security Trust Deed), in the case of Party B.

(g)      Party B also represents to Party A (which representations will be
         deemed to be repeated by Party B on each date on which a Transaction
         is entered into) that:

         (i)      TRUST VALIDLY CREATED.  The Trust has been validly created
                  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.

         (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 is the equitable owner of 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 (as defined in the Trust Deed)
                  permitted under the Security Trust Deed, as far as Party B is
                  aware, those assets are free from all other Security Interests

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(h)      In Section 3(c)

         (i)      delete the words AGENCY OR OFFICIAL; and

         (ii)     in the third line, insert "materially" before the word AFFECT.

(i)      In Section 4 add a new paragraph as follows:

         (f)      CONTRACTING AS PRINCIPAL. Party A will enter into all
                  Transactions as principal and not otherwise and Party B will
                  enter into all Transactions in its capacity as trustee of the
                  Trust and not otherwise.

(j)      In Section 6(d)(i), in the last line, insert IN THE ABSENCE OF MANIFEST
         ERROR after the word EVIDENCE.

(K)      CONFIRMATIONS. Notwithstanding the provisions of Section 9(e)(ii), each
         Confirmation in respect of a Swap Transaction which is confirmed by
         electronic messaging system, an exchange of telexes or an exchange of
         facsimiles will be further evidenced by an original Confirmation signed
         by the parties, however any failure to sign an original Confirmation
         will not affect the validity or enforceability of any Swap Transaction.

(l)      Section 12 is amended as follows:

         (i)      in Section 12(a), insert and settlement instructions requiring
                  payment to an entity other than the original counterparty
                  after Section 5 or 6 in line 2.

         (ii)     Section 12(a)(iii) is replaced with:

                           (iii)   if sent by facsimile transmission, on the
                                   date a transmission report is produced by the
                                   machine from which the facsimile was sent
                                   which indicates that the facsimile was sent
                                   in its entirety to the facsimile number of
                                   the recipient notified for the purpose of
                                   this Section, unless the recipient notifies
                                   the sender within one Local Business Day of
                                   the facsimile being sent that the facsimile
                                   was not received in its entirety and in
                                   legible form.
(m)      Any reference to a:

         (i)     SWAP TRANSACTION in the ISDA Definitions is deemed to be a
                 reference to a "Transaction" for the purpose of interpreting
                 this Agreement or any Confirmation; and

         (ii)    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.

(N)      TRUST DEED means the Master Trust Deed dated 14 March 1998 as amended
         by the Crusade Global Trust No. 1 of 2003 Supplementary Terms Notice
         dated on or about the date of this Agreement between (among others)
         Party B, Party A and the Manager, and each of the following expressions
         shall have the meanings given to them in the Trust Deed:

                  APPROVED BANK
                  APPROVED SELLER
                  ASSETS
                  BANK
                  CLASS

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                  DESIGNATED RATING AGENCY
                  FLOATING RATE LOAN
                  HOUSING LOAN PRINCIPAL
                  INSOLVENCY EVENT
                  LOAN OFFSET INTEREST AMOUNT
                  MASTER TRUST DEED
                  NOTE
                  PAYMENT DATE
                  PURCHASED RECEIVABLE
                  SECURITY TRUST DEED
                  TRUST

(o)      TRUST DEED: The Parties acknowledge and agree that for the purposes of
         the Trust Deed, this Agreement is an HEDGE AGREEMENT and Party A is a
         SUPPORT FACILITY PROVIDER.

(p)      A new Section 15 is added as follows:

         15.      DOWNGRADE

         (a)      For the purpose of this Section 15 the following additional
                  definitions apply:

                  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.

                  ACCEPTABLE RATING means, at any time, that Party A's short
                  term rating from S&P is not below A-1.

                  APPROVED BANK means a Bank which has a short-term rating of
                  at least A-1+ (S&P), P-1 (Moody's) and a short-term rating of
                  at least F1 or a long-term rating of at least A (Fitch
                  Ratings).

                  DOWNGRADE means Party A's rating by a Designated Rating Agency
                  has been withdrawn or reduced 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 by Moody's of less than
                       Prime-1; or

                  (iii) a short term rating of less than F1 by Fitch Ratings.

                  MAJOR PARTY A DOWNGRADE means a Party A Downgrade resulting in
                  Party A having:

                  (i)  a short term credit rating by S&P of less than A-1;

                  (ii) a short term credit rating by Moody's of less than
                       Prime-2; or

                  (iii) a short term credit rating by Fitch Ratings of less than
                       F1.

                  MINOR PARTY A DOWNGRADE means any Party A Downgrade which is
                  not a Major Party A Downgrade.

                  NOTE DOWNGRADE means any actual or proposed withdrawal or
                  downgrade of the ratings assigned to any Class of Notes by a
                  Designated Rating Agency which results

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                 or would result in any rating assigned to that Class of Notes
                 being less than that stipulated in Section 4.2(f) of the
                 Supplementary Terms Notice.

                 REPLACEMENT PROVIDER means a party that has agreed to replace
                 Party A as Basis Swap Provider and has a rating greater than or
                 equal to:

                 (i)   A-1 by S&P;

                 (ii)  F1 by Fitch Ratings; and

                 (iii) who is suitably rated such that its appointment as
                       standby swap provider does not result in a Note Downgrade
                       by Moody's.

                 REPLACEMENT SWAP PROVIDER means a party that has agreed to
                 replace Party A as Basis Swap Provider, and the appointment of
                 which each Designated Rating Agency has confirmed, in writing,
                 will not result in a Note Downgrade.

                 SWAP COLLATERAL ACCOUNT means an account established by Party B
                 with an Approved Bank.

                 TIME STIPULATED means:

                 (i)   where Party A has an Acceptable Rating, within 30
                       Business Days; and

                 (ii)  where Party A does not have an Acceptable Rating, within
                       5 Business Days.

            (b)  If, at any time, Party A is Downgraded and the Downgrade
                 constitutes a Minor Party A Downgrade, Party A shall, within 30
                 days (or such greater period as agreed by the relevant
                 Designated Rating Agency), comply with Section 15(d).

            (c)  If at any time Party A is Downgraded and the Downgrade
                 constitutes a Major Party A Downgrade, Party A shall, within 5
                 Business Days (or such greater period as agreed by the relevant
                 Designated Rating Agency) comply with Section 15(d).

            (d)  Where Party A is required to comply with this Section 15(d) it
                 shall, at its cost, and at its election do one of the
                 following:

                 (i)   (CASH COLLATERALISE) deposit into a Swap Collateral
                       Account and maintain in the Swap Collateral Account
                       (whilst the relevant Downgrade subsists) sufficient funds
                       to ensure that the amount standing to the credit of the
                       Swap Collateral Account is equal to the greater of the
                       following (the CASH COLLATERAL AMOUNT):

                       (A)  zero;

                       (B)  CCR; and either:

                            (1)  an amount acceptable to Moody's and Fitch
                                 Ratings and sufficient to ensure that the
                                 ratings given to the Notes by Moody's and Fitch
                                 Ratings are not adversely affected and that any
                                 Note Downgrade is avoided or reversed (as the
                                 case may be); or

                            (2)  an amount acceptable to S&P that is the greater
                                 of zero, CCR and the amount of the next payment
                                 that is due, or

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                                 one percent of the of the outstanding notional
                                 principal of the basis swap.

                 (ii)  (NOVATE) enter into an agreement novating this Agreement
                       to a Replacement Provider proposed by any of Party A,
                       Party B or the Manager which each Designated Rating
                       Agency has confirmed will not result in a withdrawal or
                       downgrade of any credit rating assigned, by it, to the
                       Notes; or

                 (iii) (OTHER ARRANGEMENTS) enter into or procure entry into any
                       Acceptable Arrangement.

                 For the purpose of this paragraph (j), the formula for
                 calculating CCR is as follows.

                 CCR = CR x 1.030

                 where

                 CR means MTM + VB

                 MTM means the mark-to-market value of the Transactions
                 outstanding under the Agreement. Party A will have to mark the
                 Transactions to market and post collateral on a weekly basis,
                 with a cure period of 3 days. The mark-to-market value should
                 reflect the higher of 2 bids from counterparties that will be
                 eligible and willing to assume Party A's role in the
                 Transactions in place of Party A. The mark-to-market value may
                 be a positive or negative amount. A bid has a negative value if
                 the payment would be from the counterparty to Party A and has a
                 positive value if the payment would be from Party A to the
                 counterparty (for the purposes of determining a higher bid, any
                 bid of positive value is higher than any bid of a negative
                 value).

                 VB means the value calculated by multiplying the Invested
                 Amount at the time of the calculation by the relevant
                 percentage calculated from the following table (for the
                 purposes of interpreting the table, "Counterparty rating" is
                 the credit rating assigned to Party A by S&P and "Maturities"
                 is the period from and including the date of calculation to but
                 excluding the scheduled maturity of the last expiring
                 Transaction outstanding under this Agreement):

                              VOLATILITY BUFFER (%)


COUNTERPARTY    MATURITIES       MATURITIES         MATURITIES MORE
RATING          UP TO 5 YEARS    UP TO 10 YEARS     THAN 10 YEARS
A+              1.05             1.75               3.0
A               1.35             2.45               4.5
A-1*            1.5              3.15               6.0
*  The A-1 rating will be taken to be the counterparty's short term rating.

            (e)  Where Party A procures a Replacement Provider in accordance
                 with Section 15(d)(ii), each party to this Agreement shall do
                 all things necessary to novate the relevant obligations to the
                 Replacement Provider.

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            (f)  If, at any time, Party A's obligations under this Agreement are
                 novated in accordance with Section 15(d)(ii) or any Acceptable
                 Arrangement is entered into in accordance with Section
                 15(d)(iii) Party A shall be immediately entitled to any cash
                 collateral amount which it has deposited in the Swap Collateral
                 Account.

            (g)  If the Manager becomes actually aware of the occurrence of a
                 Party A Downgrade, the Manager shall notify Party A of the
                 occurrence of such a reduction.

            (h)  Where Party B has not established a Swap Collateral Account
                 and Party A is required to deposit monies into a Swap
                 Collateral Account, the Manager must direct Party B to
                 establish, as soon as is practicable, and maintain, in the
                 name of Party B an account with an Approved Bank which account
                 shall be, for the purposes of this Section 15 the SWAP
                 COLLATERAL ACCOUNT.

            (i)  All interest on the Swap Collateral Account will accrue and be
                 payable monthly to the party which provides the relevant Cash
                 Collateral Amount.

            (j)  Notwithstanding anything to the contrary in this Section 15,
                 where a Downgrade has occurred, a party entitled to elect a
                 course of action under this Section 15 may only elect to cash
                 collateralise under Section 15(d)(i) if Party A has a short
                 term credit rating of not less than F2 from Fitch Ratings.

            (k)  Party B may only make withdrawals from the Swap Collateral
                 Account if directed to do so by the Manager and then only for
                 the purpose of:

                 (i)  novating obligations under this Agreement in accordance
                      with Section 15(d)(ii) or entering into any other
                      Acceptable Arrangement in accordance with Section
                      15(d)(iii);

                 (ii) refunding to Party A the amount of any reduction in the
                      Swap Collateral Amount, from time to time and providing
                      the Designated Rating Agencies have confirmed, in writing,
                      that such refund will not result in an Note Downgrade;

                 (iii) withdrawing any amount which has been incorrectly
                      deposited into the Swap Collateral Account;

                 (iv) paying any applicable bank account taxes or equivalent
                      payable in respect of the Swap Collateral Account; or

                 (v)  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.

            (l)  Party A's obligations under this Section 15 shall:

                 (i)  survive the termination of this Agreement; and

                 (ii) terminate upon Party A complying with its obligations (if
                      any) under Section 15(d).

            (m)  Where Party A fails to comply with Section 15(d), this shall
                 constitute an Additional Termination Event and Party A shall be
                 the Affected Party for this purpose.

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(q)   A new Section 16 is added as follows:

            16.  Trustee provisions

                 (a)  Limitation of liability

                 (A)  General

                      Clause 30 of the Master Trust Deed applies to the
                      obligations and liabilities of the Trustee under this
                      agreement.

                 (B)  Limitation of Trustee's Liability

                      (1)  The Trustee 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 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 agreement
                           and extends to all liabilities and obligations of the
                           Trustee in any way connected with any representation,
                           warranty, conduct, omission, agreement or transaction
                           related to this agreement or the Trust.

                      (2)  Subject to subparagraph (3) 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 this agreement), 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.

                      (3)  The provisions of this section 16 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.

                      (4)  It is acknowledged that the Relevant Parties are
                           responsible under the Transaction Documents for
                           performing a variety of obligations relating to the
                           Trust. No act or omission of the Trustee (including
                           any related

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                           failure to satisfy its obligations under this
                           agreement) will be considered fraud, negligence or
                           Default of the Trustee 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 the Trustee 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.

                      (5)  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 agreement 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 subparagraph (3) above.

                      (6)  In this clause, RELEVANT PARTIES means each of the
                           Manager, the Servicer, the Calculation Agent, the
                           Note Registrar, each Paying Agent, the Note Trustee,
                           and the provider of a Support Facility.

                      (7)  Nothing in this clause limits the obligations
                           expressly imposed on the Trustee 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; or

                      (ii) obtaining declaratory relief, 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 section
                           459E(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;

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                      (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;

                           (SET-OFF OR COUNTERCLAIM) exercise or seek to
                           exercise any set-off or counterclaim against Party B;
                           or

                           (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.


IN WITNESS WHEREOF the parties have executed this schedule on the respective
dates specified below with effect from the date specified on the first page of
this document.



ST.GEORGE BANK LIMITED


By:                                     By:
       ------------------------------          ------------------------------


Name:                                   Name:
       ------------------------------          ------------------------------


Title:                                  Title:
       ------------------------------          ------------------------------


Date:                                   Date:
       ------------------------------          ------------------------------



PERPETUAL TRUSTEES CONSOLIDATED LIMITED


By:                                     By:
       ------------------------------          ------------------------------


Name:                                   Name:
       ------------------------------          ------------------------------


Title:                                  Title:
       ------------------------------          ------------------------------


Date:                                   Date:
       ------------------------------          ------------------------------

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CRUSADE MANAGEMENT LIMITED


By:                                     By:
       ------------------------------          ------------------------------


Name:                                   Name:
       ------------------------------          ------------------------------


Title:                                  Title:
       ------------------------------          ------------------------------


Date:                                   Date:
       ------------------------------          ------------------------------



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