<PAGE>


                                                      Supplementary Terms Notice




                                         PERPETUAL TRUSTEES CONSOLIDATED LIMITED
                                                                       (Trustee)



                                                      CRUSADE MANAGEMENT LIMITED
                                                                       (Manager)



                                                          ST.GEORGE BANK LIMITED
                                                               (Approved Seller)



                                                          ST.GEORGE BANK LIMITED
                                                                      (Servicer)


                                                          ST.GEORGE BANK LIMITED
                                                                   (Indemnifier)


                                                 ST.GEORGE CUSTODIAL PTY LIMITED
                                                                     (Custodian)


                                                                    P.T. LIMITED
                                                              (Security Trustee)


                                                        WILMINGTON TRUST COMPANY
                                                                  (Note Trustee)


                                              Crusade Global Trust No. 2 of 2001



                                                               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 2001
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Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

TABLE OF CONTENTS

1.   INTRODUCTION                                                             1

2.   DEFINITIONS AND INTERPRETATION                                           1
     2.1      Definitions                                                     1
     2.2      Interpretation                                                 22
     2.3      Limitation of liability                                        22
     2.4      Knowledge of Trustee                                           24

3.   DIRECTION AND TRUST BACK                                                24

4.   NOTES                                                                   24
     4.1      Conditions of Notes                                            24
     4.2      Summary of conditions of Notes                                 24
     4.3      Issue of Notes                                                 26
     4.4      Trustee's Covenant to Noteholders and the Note Trustee         27
     4.5      Repayment of Notes on Payment Dates                            27
     4.6      Final Redemption                                               27
     4.7      Period During Which Interest Accrues                           27
     4.8      Calculation of Interest                                        28
     4.9      Step-Up Margin                                                 28
     4.10     Aggregate receipts                                             29

5.   CASHFLOW ALLOCATION METHODOLOGY                                         29
     5.1      Total Available Funds                                          29
     5.2      Excess Available Income - Reimbursement of Charge
              Offs and Principal Draws                                       31
     5.3      Excess Distribution                                            31
     5.4      Initial Principal Distributions                                32
     5.5      Principal Distributions prior to Stepdown Date                 33
     5.6      Principal distributions after Stepdown Date                    33
     5.7      Final Maturity Date                                            34
     5.8      Redraws                                                        34
     5.9      Determination Date - Payment Shortfall                         35
     5.10     Allocating Liquidation Losses                                  35
     5.11     Insurance claims                                               35
     5.12     Payments before Payment Date                                   36
     5.13     Charge Offs                                                    36
     5.14     Payments into US$ Account                                      37
     5.15     Payments out of US$ Account                                    37
     5.16     Rounding of amounts                                            37
     5.17     Manager's Report                                               37
     5.18     Payment Priorities Following an Event of Default:
              Security Trust Deed                                            37
     5.19     Prescription                                                   38
     5.20     Accounting Procedures:  Principal & Interest                   38
     5.21     Replacement of Currency Swap                                   38
     5.22     Notice of calculations                                         39
     5.23     Bond Factors                                                   39

                                                                        Page (i)
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     5.24     Loan Offset Interest                                           39

6.   MASTER TRUST DEED AND SERVICING AGREEMENT                               39
     6.1      Completion of details in relation to Master Trust Deed         39
     6.2      Amendments to Master Trust Deed                                41
     6.3      Amendments to the Servicing Agreement                          74

7.   CALL AND TAX REDEMPTION                                                 75
     7.1      Call                                                           75
     7.2      Tax Event                                                      75

8.   SUBSTITUTION OF PURCHASED RECEIVABLES                                   76
     8.1      Approved Seller substitution                                   76
     8.2      Other substitutions                                            76
     8.3      Selection criteria                                             77

9.   APPLICATION OF THRESHOLD RATE                                           77
     9.1      Calculation of Threshold Rate                                  77
     9.2      Setting Threshold Rate                                         78
     9.3      Loan Offset Deposit Accounts                                   78

10.  TITLE PERFECTION EVENTS                                                 78
     10.1     Each of the following is a Title Perfection Event.             78

11.  BENEFICIARY                                                             78

12.  NOTE TRUSTEE                                                            79
     12.1     Capacity                                                       79
     12.2     Exercise of rights                                             79
     12.3     Representation and warranty                                    79
     12.4     Payments                                                       79
     12.5     Payment to be made on Business Day                             80

13.  SECURITY TRUST DEED                                                     80

14.  CUSTODIAN AGREEMENT                                                     80

15.  MANAGER'S DIRECTIONS TO BE IN WRITING                                   80

16.  UNDERTAKINGS BY SELLER AND SERVICER                                     80

17.  TAX REFORM                                                              80

SCHEDULE 1                                                                   86

SCHEDULE 2                                                                   87
     Application for A$ Notes                                                87
     Crusade Global Trust No. 2 of 2001                                      87

SCHEDULE 3                                                                   89
     Note Acknowledgment                                                     89
     Crusade Global Trust No.2 of 2001                                       89

SCHEDULE 4                                                                   91
     Note Transfer and Acceptance                                            91
     Crusade Global Trust No.2 of 2001                                       91



                                                                       Page (ii)
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Supplementary Terms Notice                                Allens Arthur Robinson
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1.   INTRODUCTION
--------------------------------------------------------------------------------

     This Supplementary Terms Notice is issued on [*] 2001 pursuant and subject
     to the Master Trust Deed dated 14 March 1998 (the MASTER TRUST DEED)
     between:

     PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of Level 7, 39
     Hunter Street, Sydney, New South Wales 2000 in its capacity as trustee of
     Crusade Global Trust No. 2 of 2001 (the TRUSTEE);

     CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) of 4-16 Montgomery Street,
     Kogarah, New South Wales 2217 as Manager (the MANAGER);

     ST.GEORGE BANK LIMITED (ABN 92 055 513 070) of 4-16 Montgomery Street,
     Kogarah, New South Wales 2217 in its capacity as Servicer, Approved Seller
     and Indemnifier (ST.GEORGE);

     ST.GEORGE CUSTODIAL PTY LIMITED (ABN 87 003 347 411) of 4-16 Montgomery
     Street, Kogarah, New South Wales 2217 (the CUSTODIAN);

     P.T. LIMITED (ABN 67 004 454 666) of Level 7, 39 Hunter Street Sydney, New
     South Wales 2000 (the SECURITY TRUSTEE); and

     WILMINGTON TRUST COMPANY of Rodney Square North, 1100 North Market Street,
     Wilmington Delaware 19890-0001 (the NOTE TRUSTEE) which has agreed to act
     as note trustee in relation to Notes issued by the Trust under the Note
     Trust Deed and in accordance with this Supplementary Terms Notice.

     This Supplementary Terms Notice is issued by the Manager and applies in
     respect of Crusade Global Trust No. 2 of 2001.

     Each party to this Supplementary Terms Notice agrees to be bound by the
     Transaction Documents as amended by this Supplementary Terms Notice in the
     capacity set out with respect to them in this Supplementary Terms Notice or
     the Master Trust Deed.

     The parties agree that the Approved Seller is to be an Approved Seller for
     the purposes of the Master Trust Deed, this Supplementary Terms Notice and
     the other Transaction Documents for the Trust.

     The parties agree that the Servicer is to be a Servicer for the purposes of
     the Master Trust Deed, this Supplementary Terms Notice and the other
     Transaction Documents for the Trust.

     The parties agree that the Custodian is to be a Custodian for the purposes
     of the Master Trust Deed, this Supplementary Terms Notice and the other
     Transaction Documents for the Trust.

2.   DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
2.1  DEFINITIONS

     Unless otherwise defined in this Supplementary Terms Notice, words and
     phrases defined in the Master Trust Deed have the same meaning where used
     in this Supplementary Terms Notice.

     In this Supplementary Terms Notice, and for the purposes of the definitions
     in the Master Trust Deed, the following terms have the following meanings
     unless the contrary intention appears. These

                                                                          Page 1
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     definitions apply only in relation to the Crusade Global Trust No. 2 of
     2001, and do not apply to any other Trust (as defined in the Master Trust
     Deed).

     A$ CLASS A INTEREST AMOUNT means, for any Quarterly Payment Date in
     relation to the Confirmation for Class A Notes, the amount in Australian
     dollars which is calculated:

     (a) on a daily basis at AUD-BBR-BBSW, as defined in the ISDA Definitions,
         as at the first day of the Interest Period ending on (but excluding)
         that Payment Date with a designated maturity of 90 days (or, in the
         case of the first Interest Period, the rate will be determined by
         linear interpolation calculated by reference to the duration of that
         first Interest Period) plus the relevant Spread;

     (b) on the A$ Equivalent of the aggregate of the Invested Amount of those
         Class A Notes as at the first day of the Interest Period ending on (but
         excluding) that Payment Date; and

     (c) on the basis of the actual number of days in that Interest Period and a
         year of 365 days.

     A$ EQUIVALENT means:

     (a) in relation to an amount denominated or to be denominated in US$, the
         amount converted to (and denominated in) A$ at the A$ Exchange Rate; or

     (b) in relation to an amount denominated or to be denominated in A$, the
         amount of A$.

     A$ EXCHANGE RATE means, on any date, the rate of exchange (set as at the
     commencement of a Currency Swap) applicable under that Currency Swap for
     the exchange of United States dollars for Australian dollars.

     A$ NOTEHOLDER means a Noteholder of an A$ Note.

     A$ NOTE means a Class B Note or a Class C Note.

     ACCRUED INTEREST ADJUSTMENT means, in relation to the Approved Seller, all
     interest and fees accrued on the Purchased Receivables purchased from the
     Approved Seller up to (but excluding) the Closing Date which are unpaid as
     at the close of business on the Closing Date.

     AGENCY AGREEMENT means the Agency Agreement dated on or about the date of
     this Deed between the Trustee, the Manager, the Note Trustee, the Principal
     Paying Agent, the other Paying Agents, the Note Registrar and the
     Calculation Agent.

     ARREARS subsist in relation to a Receivable at any time if, at that time,
     the principal outstanding under that Receivable is greater than the
     scheduled principal balance for that Receivable.

     ARREARS PERCENTAGE means, for any Payment Date:

     (a) the aggregate Unpaid Balance of all Purchased Receivables which are in
         Arrears by 60 consecutive days or more as at the end of the Collection
         Period immediately preceding that Payment Date;

     divided by

     (b) the aggregate Unpaid Balance of all Purchased Receivables as at the end
         of the Collection Period immediately preceding that Payment Date,

     expressed as a percentage.

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Supplementary Terms Notice                                Allens Arthur Robinson
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     ASSET has the meaning in the Master Trust Deed and includes any Loan or any
     Mortgage specified in a Sale Notice or any Mortgage, Related Security or
     other rights with respect thereto which is acquired by the Trustee for the
     Trust, or any Authorised Investment acquired by the Trustee.

     AUTHORISED SIGNATORY means:

     (a) in relation to the Note Trustee, any duly authorised officer of the
         Note Trustee and any other duly authorised person of the Note Trustee;

     (b) in relation to the Principal Paying Agent, any duly authorised officer
         of the Principal Paying Agent and any other duly authorised person of
         the Principal Paying Agent; and

     (c) in relation to the Calculation Agent, any duly authorised officer of
         the Calculation Agent and any other duly authorised person of the
         Calculation Agent.

     AVAILABLE INCOME means, in relation to the Trust for any Monthly Collection
     Period, the total of the following:

     (a) the Finance Charge Collections for the Trust for that Monthly
         Collection Period; plus

     (b) to the extent not included in paragraph (a):

         (i)      any amount received by or on behalf of the Trustee in relation
                  to that Monthly Collection Period on or by the Monthly Payment
                  Date immediately following the end of that Monthly Collection
                  Period with respect to net receipts under any Interest Hedge;

         (ii)     any interest income received by or on behalf of the Trustee
                  during that Monthly Collection Period in respect of moneys
                  credited to the Collection Account in relation to the Trust;

         (iii)    amounts in the nature of interest otherwise paid by the
                  Approved Seller, the Servicer or the Manager to the Trustee in
                  respect of Collections held by it;

         (iv)     all other amounts received by or on behalf of the Trustee in
                  respect of the Assets in the nature of income; and

         (v)      all amounts received by or on behalf of the Trustee in the
                  nature of income during that Monthly Collection Period from
                  any provider of a Support Facility (other than a Redraw
                  Facility Agreement) under that Support Facility and which the
                  Manager determines should be accounted for in respect of a
                  Finance Charge Loss,

     but excluding interest credited to a Support Facility Collateral Account.

     Available Income, for any Quarterly Collection Period, means the total of
     the above amounts for the three Monthly Collection Periods that comprise
     that Quarterly Collection Period.

     BANK means:

     (a) for the purposes of paragraph (a) of the definition of BUSINESS DAY and
         the definition of US$ ACCOUNT:

         (i)      a corporation authorised under the Banking Act 1959 (Cth) to
                  carry on general banking business in Australia or a
                  corporation formed or incorporated under an Act of the
                  Parliament of an Australian Jurisdiction to carry on the
                  general business of banking;

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         (ii)     a person authorised under the Banking Act 1987 (UK) to carry
                  on a deposit taking business; or

         (iii)    a banking institution or trust company organised or doing
                  business under the laws of the United States of America or
                  any of its states; and

     (b) in any other case, a corporation authorised under the Banking Act 1959
         (Cth) to carry on general banking business in Australia or a
         corporation formed or incorporated under an Act of the Parliament of an
         Australian Jurisdiction to carry on the general business of banking.

     BASIS SWAP means, in relation to the master interest rate swap agreement
     dated on or about the date of this Supplementary Terms Notice made between
     the Trustee in its capacity as trustee of the Trust, the Manager, St.George
     as principal floating rate payer and Credit Suisse First Boston
     International as standby floating rate payer, on the terms of the ISDA
     Master Agreement (with amendments thereto), each Transaction (as defined in
     that agreement) entered into in accordance with that agreement in relation
     to the interest rate risk arising from a Floating Rate Loan.

     BBSW REFERENCE BANK means any financial institution authorised to quote on
     the Reuters Screen BBSW Page.

     BENEFICIARY means, in relation to the Trust, the Manager.

     BOND FACTOR means a Class A Bond Factor, a Class B Bond Factor or a Class C
     Bond Factor.

     BOOK-ENTRY NOTE means a book-entry note issued or to be issued by the
     Trustee in registered form under clause 3.1 of the Note Trust Deed
     representing Class A Notes or substantially in the form of schedule 1 to
     the Note Trust Deed.

     BREAK PAYMENT means any amount owed by an Obligor under a Fixed Rate Loan
     and which amount is owed following payment by that Obligor of any principal
     before the due date for that principal, in accordance with the terms of the
     relevant Receivable Agreement (and includes an amount owed by the Mortgage
     Insurer with respect to the obligation of an Obligor to pay any such
     amount).

     BUSINESS DAY means:

     (a) in relation to the Note Trust Deed, the Agency Agreement, any Class A
         Note, (including any Condition) and any payment of US$ under a Currency
         Swap, any day, other than a Saturday, Sunday or public holiday, on
         which Banks are open for business in London, Sydney, and New York, or
         as otherwise specified in the relevant Condition; and

     (b) in relation to any A$ Notes, any other Transaction Document and any
         payments of A$, any day, other than a Saturday, Sunday or public
         holiday, on which Banks are open for business in London, Sydney and New
         York;.

     CALCULATION AGENT means Bankers Trust Company.

     CARRYOVER CHARGE OFF means, in relation to the Trust at any time, a
     Carryover Class A Charge Off, or a Carryover Class B Charge Off, a
     Carryover Class C Charge Off or a Carryover Redraw Charge Off.

     CARRYOVER CLASS A CHARGE OFF means, on any Quarterly Determination Date, in
     relation to a Class A Note, the aggregate of Class A Charge Offs in
     relation to that Class A Note prior to that Quarterly Determination Date
     and which have not been reinstated under clause 5.2(a)(ii)(A) or
     5.2(a)(ii)(B).

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     CARRYOVER CLASS B CHARGE OFF means, on any Quarterly Determination Date, in
     relation to a Class B Note, the aggregate of Class B Charge Offs prior to
     that Quarterly Determination Date and which have not been reinstated under
     clause 5.2(a)(iv).

     CARRYOVER CLASS C CHARGE OFF means, on any Quarterly Determination Date, in
     relation to a Class C Note, the aggregate of Class C Charge Offs prior to
     that Quarterly Determination Date and which have not been reinstated under
     clause 5.2(a)(v).

     CARRYOVER REDRAW CHARGE OFF means, on any Quarterly Determination Date, the
     aggregate of Redraw Charge Offs prior to that Quarterly Determination Date
     and which have not been repaid under clause 5.2(a)(ii)(C).

     CLASS where used in relation to the Notes, means each class constituted by
     the Class A Notes, the Class B Notes and the Class C Notes and where used
     in relation to Noteholders means the holders of Notes in the relevant Class
     or Classes of Notes.

     CLASS A BOND FACTOR means, in relation to a Quarterly Determination Date
     for the Class A Notes, the aggregate of the Invested Amounts for the Class
     A Notes for that Quarterly Determination Date, less all Class A Principal
     Payments to be made on the next Quarterly Payment Date divided by the
     aggregate Class A Initial Invested Amounts for the Class A Notes expressed
     to seven decimal places.

     CLASS A CHARGE OFF means, in relation to a Class A Note, the amount of any
     reduction in the Class A Stated Amount for that Class A Note under clause
     5.13(c)(i).

     CLASS A INITIAL INVESTED AMOUNT means, in relation to any Class A Note, the
     Initial Invested Amount of that Class A Note.

     CLASS A INTEREST means in relation to a Class A Note, all interest accrued
     on that Class A Note in respect of an Interest Period in accordance with
     clause 4.8.

     CLASS A NOTE means a Note issued as a Class A Note by the Trustee with the
     characteristics of a Class A Note under this Supplementary Terms Notice and
     the Note Trust Deed and includes any relevant Book Entry Note (or any part
     or interest in it) and any relevant Definitive Note.

     CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

     CLASS A PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an amount
     equal to the lesser of:

     (a) the Principal Collections remaining for distribution on that Payment
         Date after payment of the Initial Principal Distribution; and

     (b) the greater of:

         (i)      the A$ Equivalent of the aggregate Invested Amount of the
                  Class A Notes at the beginning of the Collection Period ending
                  immediately before that Payment Date minus the product of:

                  (A)    [95.74]%; and

                  (B)    the aggregate Unpaid Balance of the Purchased
                         Receivables housing loans as of the last day of that
                         Collection Period; and

         (ii)     zero.

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     CLASS A PRINCIPAL PAYMENT means each payment to the Class A Noteholders
     under clause 5.15, following a payment under clauses 5.5(b), 5.5(c),
     5.6(b)(i) or 5.6(b)(ii).

     CLASS A STATED AMOUNT means, on a Quarterly Determination Date and in
     relation to a Class A Note, an amount equal to:

     (a) the Class A Initial Invested Amount for that Note; less

     (b) the aggregate of all Class A Principal Payments made before that
         Determination Date with respect to that Class A Note; less

     (c) Carryover Class A Charge Offs (if any) made in relation to that Class A
         Note; less

     (d) Class A Principal Payments (if any) to be made in relation to that
         Class A Note on the next Payment Date; less

     (e) Class A Charge Offs (if any) to be made in relation to that Class A
         Note on the next Payment Date; plus

     (f) the amount (if any) of the Excess Available Income applied in
         reinstating the Stated Amount of that Class A Note under clause
         5.2(a)(ii) on that Determination Date.

     CLASS B BOND FACTOR means, on a Quarterly Determination Date, the aggregate
     of the Invested Amounts for all Class B Notes for that Quarterly
     Determination Date less all Class B Principal Payments to be made on the
     next Quarterly Payment Date divided by the aggregate Class B Initial
     Invested Amounts for all Class B Notes expressed to seven decimal places.

     CLASS B CHARGE OFF means, in relation to a Class B Note, the amount of any
     reduction in the Class B Stated Amount for that Note under clause 5.13(b).

     CLASS B INITIAL INVESTED AMOUNT means, in relation to any Class B Note, the
     Initial Invested Amount of that Class B Note.

     CLASS B INTEREST means, in relation to a Class B Note, all interest accrued
     on that Class B Notes in respect of an Interest Period in accordance with
     clause 4.8.

     CLASS B NOTE means a Note issued as a Class B Note by the Trustee with the
     characteristics of a Class B Note under this Supplementary Terms Notice.

     CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

     CLASS B PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an amount
     equal to the lesser of:

     (a) the Principal Collections remaining for distribution on that Payment
         Date after payment of the Initial Principal Distributions and the Class
         A Principal Distribution Amount; and

     (b) the greater of:

         (i)      the aggregate Invested Amount on the Class A Notes (after
                  taking into account the payment of the Class A Principal
                  Distribution Amount on that Payment Date) plus the aggregate
                  Invested Amount of the Class B Notes at the beginning of the
                  Collection Period ending immediately before that Payment Date
                  minus the product of:

                  (A)    [99.50]% and

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                  (B)    the aggregate Unpaid Balance of the Purchased
                         Receivables as of the last day of that Collection
                         Period; and

         (ii)     zero.

     CLASS B PRINCIPAL PAYMENT means each payment to the Class B Noteholders
     under clauses 5.5(e) or 5.6(c).

     CLASS B STATED AMOUNT means, on a Quarterly Determination Date and in
     relation to a Class B Note, an amount equal to:

     (a) the Class B Initial Invested Amount for that Note; less

     (b) the aggregate of all Class B Principal Payments made before that
         Determination Date with respect to that Class B Note; less

     (c) Carryover Class B Charge Offs (if any) made in relation to that Class B
         Note; less

     (d) Class B Principal Payments (if any) to be made in relation to that
         Class B Note on the next Payment Date; less (e) Class B Charge Offs (if
         any) to be made in relation to that Class B Note on the next Payment
         Date; plus

     (f) the amount (if any) of the Excess Available Income applied in
         reinstating the Stated Amount of that Class B Note under clause
         5.2(a)(iv) on that Determination Date.

     CLASS C BOND FACTOR means, on a Quarterly Determination Date, the aggregate
     of the Invested Amounts for all Class C Notes for that Quarterly
     Determination Date less all Class C Principal Payments to be made on the
     next Quarterly Payment Date divided by the aggregate Class C Initial
     Invested Amounts for all Class C Notes expressed to seven decimal places.

     CLASS C CHARGE OFF means, in relation to a Class C Note, the amount of any
     reduction in the Class C Stated Amount for that Note under clause 5.13(a).

     CLASS C INITIAL INVESTED AMOUNT means, in relation to any Class C Note, the
     Initial Invested Amount of that Class C Note.

     CLASS C INTEREST means in relation to a Class C Note all interest accrued
     on that Class C Note in respect of an Interest Period in accordance with
     clause 4.8.

     CLASS C NOTE means a Note issued as a Class C Note by the Trustee with the
     characteristics of a Class C Note under this Supplementary Terms Notice.

     CLASS C NOTEHOLDER means a Noteholder of a Class C Note.

     CLASS C PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an amount
     equal to the lesser of:

     (a) the Principal Collections remaining for distribution on that Payment
         Date after payment of the Initial Principal Distributions, the Class A
         Principal Distribution Amount and the Class B Principal Distribution
         Amount; and

     (b) the greater of:

         (i)      the aggregate Invested Amount of the Class A Notes (after
                  taking into account the payment of the Class A Principal
                  Distribution Amount on that Payment Date) plus the aggregate
                  Invested Amount of the Class B Notes (after taking into
                  account the

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                  payment of the Class B Principal Distribution Amount on that
                  Payment Date) plus the aggregate Invested Amount of the Class
                  C Notes at the beginning of the Collection Period ending
                  immediately before that Payment Date minus the product of:

                  (A)    100.00%; and

                  (B)    the aggregate Unpaid Balance of the Purchased
                         Receivables as of the last day of that Collection
                         Period; and

         (ii)     zero.

     CLASS C PRINCIPAL PAYMENT means each payment to the Class C Noteholders
     under clause 5.5(f) or 5.6(d).

     CLASS C STATED AMOUNT means, on a Quarterly Determination Date and in
     relation to a Class C Note, an amount equal to:

     (a) the Class C Initial Invested Amount for that Note; less

     (b) the aggregate of all Class C Principal Payments made before that
         Determination Date with respect to that Class C Note; less

     (c) Carryover Class C Charge Offs (if any) made in relation to that Class C
         Note; less

     (d) Class C Principal Payments (if any) to be made in relation to that
         Class C Note on the next Payment Date; less

     (e) Class C Charge Offs (if any) to be made in relation to that Class C
         Note on the next Payment Date; plus

     (f) the amount (if any) of the Excess Available Income applied in
         reinstating the Stated Amount of that Class C Note under clause
         5.2(a)(v) on that Determination Date.

     CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
     pursuant to Section 17A of the Exchange Act appointed by the Manager and
     the Trustee to hold Notes (directly or through a Common Depository), and
     initially means DTC.

     CLOSING DATE means, in relation to the Trust, [*] 2001 or such later date
     as may be agreed between the Trustee and the Note Manager.

     COLLECTION ACCOUNT means, in relation to the Trust, the Australian dollar
     account number [*] BSB 012--003 with Australia and New Zealand Banking
     Group (ABN 11 005 357 522), at its office at Cnr Pitt and Hunter Streets,
     Sydney or any other account opened under clause 13 of this Supplementary
     Terms Notice or clause 21 of the Master Trust Deed and maintained by the
     Trustee with an Approved Bank, under clause 21 of the Master Trust Deed.

     COLLECTION PERIOD means a Monthly Collection Period or a Quarterly
     Collection Period.

     COLLECTIONS means, in relation to the Trust for a period, Finance Charge
     Collections and Principal Collections for that period.

     COMMON DEPOSITORY means Cede & Co, as depository for DTC, or any other
     common depository for DTC or any Clearing Agency appointed from time to
     time to hold any Book-Entry Note.

     CONDITIONS means the Conditions for the Class A Notes in the form set out
     in schedule 3 to the Note Trust Deed (but, so long as the Class A Notes are
     represented by Book-Entry Notes, with the

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     deletion of any provisions which are applicable only to the Definitive
     Notes), as the same may from time to time be modified in accordance with
     this Supplementary Terms Notice and the Note Trust Deed. Any reference in
     this Supplementary Terms Notice to a particular numbered Condition shall be
     construed accordingly.

     CONFIRMATION means, in respect of the Currency Swap, any Confirmation (as
     defined in the Currency Swap).

     CSFB means Credit Suisse First Boston Corporation.

     CURRENCY SWAP means, in relation to the master interest rate and currency
     exchange agreement dated on or about the date of this Supplementary Terms
     Notice between the Trustee in its capacity as trustee of the Trust, the
     Manager, Credit Suisse First Boston International as principal currency
     swap provider and the Standby Currency Swap Provider as standby currency
     swap provider, on the terms of the ISDA Master Agreement (with amendments
     thereto), each Transaction (as defined in that agreement) entered into in
     accordance with that agreement under which the principal or standby (as the
     case may be) swap provider, agrees to pay certain amounts in US$ to the
     Trustee in exchange for certain amounts in A$ or any other Hedge Agreement
     on similar terms which, if entered into, will not result in the downgrading
     of, or withdrawal of the ratings for, any Notes.

     CUSTODIAN AGREEMENT means the agreement so entitled dated 19 March 1998
     between the Trustee, the Manager and the Custodian.

     CUSTODIAN FEE means the fee payable under clause 6.1(d) of this
     Supplementary Terms Notice and clause 6.1 of the Custodian Agreement.

     CUT-OFF DATE means, in respect of each Receivable and Receivable Security,
     close of business, [*] 2001.

     DEFINITIVE NOTE means a note in definitive form (whether bearer or
     registered) issued or to be issued in respect of any Class A Note under,
     and in the circumstances specified in, clause 3.3 of the Note Trust Deed,
     and includes any replacement for a Definitive Note issued under Condition
     11.

     DESIGNATED RATING AGENCY means S&P, Moody's or Fitch.

     DETERMINATION DATE means a Monthly Determination Date or a Quarterly
     Determination Date.

     DTC means the Depository Trust Company.

     ELIGIBILITY CRITERIA means the criteria set out in the schedule to this
     Supplementary Terms Notice, subject to the Trustee and Manager receiving
     confirmation from the Designated Rating Agencies that the criteria will not
     adversely affect the Rating.

     ENFORCEMENT EXPENSES means the costs and expenses incurred by the Approved
     Seller or the Servicer in connection with the enforcement of any Purchased
     Receivables or the related Receivable Rights referred to in clause 6.2(a)
     of the Servicing Agreement.

     EXCESS AVAILABLE INCOME means, for a Quarterly Collection Period, the
     amount (if any) by which the Total Available Funds for the Quarterly
     Collection Period exceeds the Total Payments for the Quarterly Collection
     Period.

     EXCESS DISTRIBUTION means, in relation to a Quarterly Collection Period,
     the amount (if any) by which the Excess Available Income for that Quarterly
     Collection Period exceeds the amounts applied under clause 5.2 on each
     Determination Date relating to that Quarterly Collection Period.

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     EXCHANGE ACT means the United States Securities Exchange Act of 1934.

     FINAL MATURITY DATE means the date specified in clause 4.2(i).

     FINANCE CHARGE COLLECTIONS means, for a Monthly Collection Period, the
     aggregate of:

     (a) the aggregate of all amounts received by or on behalf of the Trustee
         during that Monthly Collection Period in respect of interest, fees and
         other amounts in the nature of income payable under or in respect of
         the Purchased Receivables and the related Receivable Rights, to the
         extent not included within any other paragraph of this definition,
         including:

         (i)      any Liquidation Proceeds on account of interest;

         (ii)     any payments by the Approved Seller to the Trustee on the
                  repurchase of a Purchased Receivable under the Master Trust
                  Deed during that Monthly Collection Period which are
                  attributable to interest;

         (iii)    any Break Payments received during that Monthly Collection
                  Period;

         (iv)     any amount received by the Trustee from the Approved Seller
                  under clause 5.24 with respect to that Monthly Collection
                  Period attributable to interest; and

         (v)      any interest on Collections payable by the Approved Seller
                  under clause 5.2(b)(ii) of the Servicing Agreement (as amended
                  by this Supplementary Terms Notice).

     (b) all amounts in respect of interest, fees and other amounts in the
         nature of income, received by or on behalf of the Trustee during that
         Monthly Collection Period including:

         (i)      from the Approved Seller, in respect of any breach of a
                  representation, warranty or undertaking contained in the
                  Master Trust Deed or this Supplementary Terms Notice;

         (ii)     from the Approved Seller under any obligation under the Master
                  Trust Deed or this Supplementary Terms Notice to indemnify or
                  reimburse the Trustee for any amount;

         (iii)    from the Servicer in respect of any breach of a
                  representation, warranty or undertaking contained in the
                  Servicing Agreement;

         (iv)     from the Servicer under any obligation under the Servicing
                  Agreement to indemnify or reimburse the Trustee for any
                  amount;

         (v)      from the Custodian in respect of any breach of a
                  representation, warranty or undertaking contained in the
                  Custodian Agreement;

         (vi)     from the Custodian under any obligation under the Custodian
                  Agreement to indemnify or reimburse the Trustee for any
                  amount;

         (vii)    from the Indemnifier under the Indemnity in respect of any
                  losses arising from a breach by the Custodian of its
                  obligations under the Custodian Agreement;

         (viii)   from the Trustee in its personal capacity in respect of any
                  breach of a representation, warranty or undertaking in respect
                  of which it is not entitled to be indemnified out of the
                  Assets of the Trust, or any indemnity from the Trustee in its
                  personal capacity contained in the Transaction Documents; and

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         (ix)     from the Manager in respect of any breach of a representation,
                  warranty or undertaking of the Manager in respect of a breach
                  of which it is not entitled to be indemnified out of the
                  Assets of the Trust, or any indemnity from the Manager,
                  contained in the Transaction Documents,

         in each case which are determined by the Manager to be in respect of
         interest, fees and other amounts in the nature of income payable under
         the Purchased Receivables and the related Receivable Rights; and

     (c) Recoveries in the nature of income received by or on behalf of the
         Trustee during that Monthly Collection Period;

     less:

     (d) the Government Charges collected by or on behalf of the Trustee for
         that Monthly Collection Period; and

     (e) the aggregate of all bank fees and charges due to the Servicer or the
         Approved Seller as agreed by them and consented to by the Trustee (that
         consent not to be unreasonably withheld) from time to time and
         collected by the Approved Seller or the Servicer during that Monthly
         Collection Period.

     For a Quarterly Collection Period, it means the aggregate of those amounts
     relating to the three Monthly Collection Periods that comprise that
     Quarterly Collection Period.

     FINANCE CHARGE LOSS means, for a Quarterly Collection Period, the amount of
     any Liquidation Loss referred to in clause 5.10(a).

     FIXED RATE LOAN means, at any time, any Purchased Receivable which bears a
     fixed rate of interest at that time.

     FLOATING RATE LOAN means, at any time, any Purchased Receivable which bears
     a variable rate set, as permitted by the relevant Receivable Agreement, at
     the discretion of the Approved Seller.

     GOVERNMENT CHARGES means, for any Collection Period, the aggregate of all
     amounts collected by the Servicer or the Approved Seller in that Collection
     Period in respect of the Purchased Receivables and the related Receivable
     Rights representing financial institutions duty, bank accounts debit tax or
     similar Taxes.

     HEDGE AGREEMENT in relation to the Trust includes any Interest Hedge and
     the Currency Swap.

     HOUSING LOAN PRINCIPAL means, in relation to a Purchased Receivable, the
     principal amount of that Purchased Receivable from time to time.

     INCOME DISTRIBUTION DATE means, for the purposes of the Master Trust Deed,
     each Payment Date.

     INDEMNIFIER means St.George.

     INDEMNITY means the deed of indemnity between the Trustee, the Indemnifier,
     the Manager and the Custodian dated on or about the date of this
     Supplementary Terms Notice.

     INFORMATION MEMORANDUM means the Prospectus relating to the Trust and the
     Class A Notes and the Information Memorandum dated on or about the date of
     this Supplementary Terms Notice relating to the Trust and the A$ Notes.

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     INITIAL INVESTED AMOUNT means, in respect of a Note, the amount stated as
     the Initial Invested Amount for that Note in clause 4.2(e).

     INITIAL PRINCIPAL DISTRIBUTION means any distribution of Principal
     Collections in accordance with clause 5.4(c).

     INTEREST means Class A Interest, Class B Interest or Class C Interest.

     INTEREST HEDGE means the Basis Swap or an Interest Rate Swap.

     INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
     each Quarterly Payment Date.

     INTEREST PERIOD means:

     (a) in relation to the first Interest Period of a Note, the period
         commencing on (and including) the Closing Date and ending on (but
         excluding) the first Quarterly Payment Date; and

     (b) in relation to the final Interest Period, the period commencing on (and
         including) the Quarterly Payment Date prior to the day on which all
         amounts due on such Notes are redeemed in full in accordance with the
         Transaction Documents and ending on (but excluding) such day; provided
         that if the Stated Amount of any Note on the due date for redemption is
         not zero and payment of principal due is improperly withheld or
         refused, the final Interest Period shall end on the day on which:

         (i)      the monies in respect of that Note have been received by the
                  Note Trustee or the Principal Paying Agent and notice to that
                  effect has been given in accordance with the relevant
                  Condition; or

         (ii)     the Stated Amount of that Note has been reduced to zero
                  provided that Interest shall thereafter begin to accrue from
                  (and including) any date on which the Stated Amount of that
                  Note becomes greater than zero; and

     (c) in relation to each other Interest Period, each period commencing on
         (and including) a Quarterly Payment Date and ending on (but excluding)
         the next Quarterly Payment Date.

     INTEREST RATE means, in relation to:

     (a) a Class A Note and an Interest Period, LIBOR in relation to that
         Interest Period plus the relevant Margin for the Class A Notes;

     (b) an A$ Note and an Interest Period, the Three Month Bank Bill Rate on
         the first day of that Interest Period plus the relevant Margin for the
         relevant A$ Note.

     INTEREST RATE SWAP means, in relation to the master agreement dated on or
     about the date of this Supplementary Terms Notice made between the Trustee
     as trustee of the Trust, the Manager, St.George as principal floating rate
     payer and Credit Suisse First Boston International as standby floating rate
     payer, on the terms of the ISDA Master Agreement (with amendments thereto),
     each Transaction (as defined in that agreement) entered into in accordance
     with that agreement in relation to the interest rate risk arising from a
     Receivable which is a Fixed Rate Loan.

     INVESTED AMOUNT means, on a Determination Date in relation to a Note, the
     Initial Invested Amount of that Note minus the aggregate of Principal
     Payments made in respect of the Note on or before that Determination Date.

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     ISDA means the International Swaps and Derivatives Association, Inc.
     (formerly the International Swaps Dealers Association Inc).

     ISDA DEFINITIONS means the 2000 Definitions as amended from time to time
     published by the International Swaps and Derivatives Association, Inc.

     ISDA MASTER AGREEMENT means the June 1992 Multicurrency-Cross border
     edition of the Master Agreement published by ISDA, any schedule forming
     part of that Agreement and the relevant addenda to it.

     JOINT LEAD MANAGER means CSFB or St.George Bank Limited.

     LIBOR means, in relation to any Interest Period, the rate of interest
     determined by the Calculation Agent as follows.

     (a) On the second Business Day before the beginning of each Interest Period
         (each an INTEREST DETERMINATION DATE), the rate "USD-LIBOR-BBA" as the
         applicable Floating Rate Option under the ISDA Definitions being the
         rate applicable to any Interest Period for three-month (or, in the case
         of the first Interest Period, the rate will be determined by linear
         interpolation calculated by reference to the duration of that first
         Interest Period) deposits in US Dollars which appears on the Telerate
         Page 3750 as of 11.00am, London time, determined on the Interest
         Determination Date by the Calculation Agent.

     (b) If such rate does not appear on the Telerate Page 3750, the rate for
         that Interest Period will be determined as if the Trustee and the
         Calculation Agent had specified "USD-LIBOR-Reference Banks" as the
         applicable Floating Rate Option under the ISDA Definitions.
         "USD-LIBOR-Reference Banks" means that the rate for an Interest Period
         will be determined on the basis of the rates at which deposits in US
         Dollars are offered by the REFERENCE BANKS (being four major banks in
         the London interbank market agreed to by the Calculation Agent and the
         Currency Swap Provider) at approximately 11.00am, London time, on the
         Interest Determination Date to prime banks in the London interbank
         market for a period of three months (or, in the case of the first
         Interest Period, the rate will be determined by linear interpolation
         calculated by reference to the duration of that first Interest Period)
         commencing on the first day of the Interest Period and in a
         Representative Amount (as defined in the ISDA Definitions). The
         Calculation Agent will request the principal London office of each of
         the Reference Banks to provide a quotation of its rate. If at least two
         such quotations are provided, the rate for that Interest Period will be
         the arithmetic mean of the quotations. If fewer than two quotations are
         provided as requested, the rate for that Interest Period will be the
         arithmetic mean of the rates quoted by not less than two major banks in
         New York City, selected by the Calculation Agent and the Currency Swap
         Provider, at approximately 11.00am, New York City time, on that
         Interest Determination Date for loans in US Dollars to leading European
         banks for a period of three months (or, in the case of the first
         Interest Period, the rate will be determined by linear interpolation
         calculated by reference to the duration of that first Interest Period)
         commencing on the first day of the Interest Period and in a
         Representative Amount.

     (c) If no such rates are available in New York City, then the rate for such
         Interest Period shall be the most recently determined rate in
         accordance with this paragraph.

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     In this definition of LIBOR, BUSINESS DAY means any day on which commercial
     banks are open for business (including dealings in foreign exchange and
     foreign currency deposits) in London and New York City.

     LIQUIDATION LOSS means, for a Collection Period, the amount (if any) by
     which the Unpaid Balance of a Purchased Receivable (together with the
     Enforcement Expenses relating to the Purchased Receivable and the related
     Receivable Rights) exceeds the Liquidation Proceeds in relation to the
     Purchased Receivable for that Collection Period.

     LIQUIDATION PROCEEDS means, in relation to a Purchased Receivable and the
     related Receivable Rights which have been or are being enforced, all
     amounts recovered in respect of the enforcement of the Purchased Receivable
     and the related Receivable Rights (but does not include the proceeds of any
     Mortgage Insurance Policy).

     LOAN OFFSET DEPOSIT ACCOUNT means any deposit account maintained by an
     Obligor under a Purchased Receivable with the Approved Seller where an
     amount equal to the interest which would otherwise accrue on that account
     is offset against moneys owed by that Obligor under that Purchased
     Receivable, in accordance with the relevant Receivable Agreement.

     LOAN OFFSET INTEREST AMOUNT means, in relation to any Obligor under a
     Purchased Receivable, the amount of any interest which would be payable by
     the Approved Seller to that Obligor on amounts standing to the credit of
     the Obligor's Loan Offset Deposit Account, if interest was payable on that
     account.

     LVR means in relation to a Loan, the outstanding amount of that Loan, plus
     any other amount secured by any Mortgage for that Loan or related Loans, at
     the date of determination divided by the aggregate value (determined at the
     time the Mortgage was granted) of the Mortgaged Property subject to the
     related Mortgage for that Loan, expressed as a percentage.

     MARGIN means, in relation to any Note, the Margin for that Note agreed
     between the Manager and the Joint Lead Managers (in the case of A$ Notes)
     and the Note Manager (in the case of the Class A Notes), and notified by
     the Manager to the Trustee under clause 4.2(d) in relation to that Note, as
     it may be modified under clause 4.9.

     MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning given to it in
     the ISDA Definitions.

     MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date, the
     calendar month which precedes the calendar month in which the Monthly
     Payment Date occurs. The first Monthly Collection Period is the period from
     (but excluding) the Cut-Off Date to (and including) 31 October 2001. The
     last Monthly Collection Period is the period from (but excluding) the last
     day of the calendar month that precedes the date on which the Trust is
     terminated under clause 3.5 of the Master Trust Deed to (and including)
     that date.

     MONTHLY DETERMINATION DATE means, in relation to the Trust for a Monthly
     Collection Period, the date which is 2 Business Days prior to the Monthly
     Payment Date following the end of that Monthly Collection Period.

     MONTHLY PAYMENT DATE means, in relation to a Monthly Collection Period, the
     20th day of the calendar month that follows that Monthly Collection Period,
     subject to adjustment in accordance with the Modified Following Business
     Day Convention.

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     MORTGAGE INSURER means St.George Insurance Pte Ltd, PMI Mortgage Insurance
     Limited, GE Mortgage Insurance Pty Ltd or the Commonwealth of Australia.

     MORTGAGE SHORTFALL means, in relation to a Purchased Receivable, the amount
     (if a positive number) equal to the Principal Loss for that Purchased
     Receivable minus the aggregate of:

     (a) the total amount recovered and recoverable in respect of that Purchased
         Receivable under the relevant Mortgage Insurance Policy, determined to
         be attributable to principal; and

     (b) the total amount recovered and recoverable by the Trustee from the
         Approved Seller or the Servicer (as the case may be) in respect of that
         Purchased Receivable (by way of damages or otherwise) under or in
         respect of the Master Trust Deed, this Supplementary Terms Notice or
         the Servicing Agreement (as the case may be), determined by the Manager
         to be attributable to principal.

     For the purposes of this definition,

     (c) an amount shall be regarded as not recoverable upon the earlier of:

         (i)      a determination being made, in the case of paragraph (a), by
                  the Manager, and in the case of paragraph (b), by the Trustee,
                  in each case upon the advice of such suitably qualified expert
                  advisers as the Manager or the Trustee (as the case may be)
                  thinks fit, that there is no such amount, or that such amount
                  is not likely to be recovered (including because the relevant
                  Mortgage Insurance Policy has been terminated, the relevant
                  Mortgage Insurer is entitled to reduce the amount of the claim
                  or the Mortgage Insurer defaults in payment of a claim); and

         (ii)     the date which is two years after the Determination Date upon
                  which the relevant Principal Loss was determined under clause
                  5.10; and

     (d) a Mortgage Shortfall arises on the date upon which there are no further
         amounts referred to in (a) and (b) recoverable in respect of the
         relevant Purchased Receivable.

     NOTE means a Class A Note, a Class B Note or Class C Note referred to in
     clause 4, and includes:

     (a) the Conditions relating to a Class A Note; and

     (b) any interest in a Book-Entry Note as an account holder with a Clearing
         Agency.

     NOTEHOLDER means, at any time, the person who:

     (a) in relation to an A$ Note, is registered as the holder of that Note at
         that time;

     (b) in relation to a Definitive Note, is the registered holder of that Note
         (in the case of registered Definitive Notes) or bearer of that Note (in
         the case of bearer Definitive Notes) at that time; or

     (c) in relation to a Note which is represented by a Book-Entry Note, is the
         registered holder of that Note at that time,

     except that for the purposes of payments in respect of Book-Entry Notes,
     the right to those payments shall be vested, as against the Trustee and the
     Note Trustee in respect of the Trust, by payment to the Clearing Agency in
     accordance with and subject to their respective Conditions and the
     provisions of this Supplementary Terms Notice and the Note Trust Deed. The
     words holder and holders shall (where appropriate) be construed
     accordingly.

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     NOTE MANAGER means the CSFB.

     NOTE REGISTER means the register kept by the Note Registrar to provide for
     the registration and transfer of Class A Notes under the Note Trust Deed.

     NOTE REGISTRAR means Bankers Trust Company Corporate Trust & Agency
     Services, 123 Washington Street, New York, New York, 10006 or any successor
     note registrar approved in writing by the Note Trustee and appointed under
     the Agency Agreement.

     NOTE TRUST DEED means the deed so entitled dated on or about the date of
     this Supplementary Terms Notice between the Note Trustee, the Trustee and
     the Manager.

     NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated on
     or about the date of this Supplementary Terms Notice issued under the
     Master Trust Deed in relation to the Trust.

     OPTIONAL REDEMPTION DATE means the earlier of:

     (a) the first Quarterly Payment Date falling on or immediately after the
         date on which the aggregate Stated Amount of all Notes is less than or
         equal to 10% of the aggregate Initial Invested Amount of all Notes; and

     (b) the Quarterly Payment Date falling in December 2008.

     PAYMENT DATE means a Monthly Payment Date or a Quarterly Payment Date.

     PAYMENT SHORTFALL means, in relation to any Collection Period, the amount
     (if any) by which Total Payments for that Collection Period exceed the
     Available Income for that Collection Period.

     PREMISES means the area labelled "Crusade Global Trust No. 2 of 2001"
     located in a secure area on Lower Ground Floor, St.George House, 4-16
     Montgomery Street, Kogarah, New South Wales 2217 (or such other premises as
     the Custodian proposes, and the Trustee agrees to in writing).

     PRINCIPAL AMORTISATION DATE means, in relation to a Note for the purposes
     of the Master Trust Deed, each Quarterly Payment Date.

     PRINCIPAL CHARGE OFF means, in relation to any Quarterly Collection Period,
     the aggregate of all Mortgage Shortfalls for that Quarterly Collection
     Period.

     PRINCIPAL COLLECTIONS means, for a Collection Period, the aggregate of:

     (a) all amounts received by or on behalf of the Trustee from or on behalf
         of Obligors under the Purchased Receivables during that Collection
         Period in respect of principal, in accordance with the terms of the
         Purchased Receivables, including principal prepayments;

     (b) all other amounts received by or on behalf of the Trustee under or in
         respect of principal under the Purchased Receivables and the related
         Receivable Rights during that Collection Period including:

         (i)      any Liquidation Proceeds on account of principal;

         (ii)     any payments by the Approved Seller to the Trustee on the
                  repurchase of a Purchased Receivable under the Master Trust
                  Deed during that Monthly Collection Period which are
                  attributable to principal; and

         (iii)    any amount received by the Trustee from the Approved Seller
                  under clause 5.24 with respect to that Monthly Collection
                  Period attributable to principal,

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     (c) all amounts received by or on behalf of the Trustee during that
         Collection Period from any provider of a Support Facility (other than
         the Currency Swap but including any Mortgage Insurance Policy) under
         that Support Facility and which the Manager determines should be
         accounted for in respect of a Principal Loss;

     (a) all amounts received by or on behalf of the Trustee during that
         Collection Period:

         (i)      from the Approved Seller, in respect of any breach of a
                  representation, warranty or undertaking of the Approved Seller
                  contained in the Master Trust Deed or this Supplementary Terms
                  Notice;

         (ii)     from the Approved Seller under any obligation of the Approved
                  Seller under the Master Trust Deed or this Supplementary Terms
                  Notice to indemnify or reimburse the Trustee for any amount;

         (iii)    from the Servicer, in respect of any breach of any
                  representation, warranty or undertaking of the Servicer
                  contained in the Servicing Agreement;

         (iv)     from the Servicer under any obligation of the Servicer under
                  the Servicing Agreement to indemnify or reimburse the Trustee
                  for any amount;

         (v)      from the Custodian in respect of any breach of a
                  representation, warranty or undertaking of the Custodian
                  contained in the Custodian Agreement;

         (vi)     from the Custodian under any obligation of the Custodian under
                  the Custodian Agreement to indemnify or reimburse the Trustee
                  for any amount;

         (vii)    from the Indemnifier under the Indemnity in respect of any
                  losses arising from a breach by the Custodian of its
                  obligations contained in the Custodian Agreement;

         (viii)   from the Trustee in its personal capacity in respect of any
                  breach of a representation, warranty or undertaking of the
                  Trustee in respect of which it is not entitled to be
                  indemnified out of the Assets of the Trust;

         (ix)     from the Trustee in its personal capacity under any obligation
                  of the Trustee under the Transaction Documents to indemnify or
                  reimburse the Trust for any amount;

         (x)      from the Manager in respect of any breach of a representation,
                  warranty or undertaking of the Manager contained in the
                  Transaction Documents of which it is not entitled to be
                  indemnified out of the Assets of the Trust; and

         (xi)     from the Manager under any obligation of the Manager under the
                  Transaction Documents to indemnify or reimburse the Trust for
                  any amount,

         in each case, which are determined by the Manager to be in respect of
         principal payable under the Purchased Receivables and the related
         Receivable Rights;

     (b) any amounts in the nature of principal received by or on behalf of the
         Trustee during that Collection Period pursuant to the sale of any Asset
         (including the A$ Equivalent of any amount received by the Trustee on
         the issue of the Notes which was not used to purchase a Purchased
         Receivable or Purchased Receivable Security, and which the Manager
         determines is surplus to the requirements of the Trust);

     (c) any amount of Excess Available Income to be applied to pay a Principal
         Charge Off or a Carryover Charge Off; and

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     (d) any Excess Available Income to be applied under clause 5.2 to Principal
         Draws made on a previous Payment Date,

     less any amounts paid by the Trustee to replace a Receivable of the Trust
     in accordance with clause 8.

     PRINCIPAL DRAW means, for a Monthly Collection Period, the amount
     calculated under clause 5.9 in relation to that Monthly Collection Period.

     PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of the
     Master Trust Deed, at any time prior to the Final Maturity Date, the
     Invested Amount of such Note at such time and, on the Final Maturity Date
     or the date on which the Note is fully redeemed under the Transaction
     Documents, the Stated Amount of such Note at such date.

     PRINCIPAL LOSS means, for a Quarterly Collection Period, the amount of any
     Liquidation Loss for that Quarterly Collection Period referred to in clause
     5.10(b).

     PRINCIPAL PAYING AGENT means Bankers Trust Company or any successor as
     Principal Paying Agent under the Agency Agreement.

     PRINCIPAL PAYMENT means a Class A Principal Payment, a Class B Principal
     Payment or a Class C Principal Payment.

     PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or on
     behalf of the Trustee, or by the Servicer under the Servicing Agreement, in
     repairing, maintaining or restoring to an appropriate state of repair and
     condition any Mortgaged Property, in exercise of a power conferred on the
     mortgagee under the relevant Purchased Receivable and Relevant Documents.

     PURCHASED RECEIVABLE means each Loan specified in a Sale Notice and
     purchased by the Trustee, unless the Trustee has ceased to have an interest
     in that Loan.

     PURCHASED RECEIVABLE SECURITY means each Mortgage specified in a Sale
     Notice and acquired by the Trustee, unless the Trustee has ceased to have
     an interest in that Mortgage.

     QUARTERLY COLLECTION PERIOD means in relation to a Quarterly Payment Date,
     the 3 Monthly Collection Periods that precede the calendar month in which
     the Quarterly Payment Date falls. The first Quarterly Collection Period is
     the period from (and excluding) the Cut-Off Date, to (and including) 30
     November 2001. The last Quarterly Collection Period ends on (and includes)
     the date on which the Trust is terminated under clause 3.5 of the Master
     Trust Deed.

     QUARTERLY DETERMINATION DATE means, in relation to the Trust for a
     Quarterly Collection Period, the date which is 2 Business Days prior to the
     Quarterly Payment Date following the end of that Quarterly Collection
     Period.

     QUARTERLY PAYMENT DATE has the meaning given in clause 4.2(h).

     RATING means the rating specified in clause 4.2(f).

     RECEIVABLE means, in relation to the Trust, the rights of the Approved
     Seller or the Trustee (as the case may require) under or in respect of
     Loans constituted upon acceptance of the Approved Seller's standard loan
     offer for any of its mortgage loan products (or any variation of those
     products after a Sale Notice is or was given) as varied by the Approved
     Seller's standard letter of variation if any (unless that variation would
     make that Receivable cease to comply with the Eligibility Criteria).

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     RECORD DATE means:

     (a) with respect to a Payment Date for any A$ Note, 4.00pm (Sydney time) on
         the second Business Day before that Payment Date;

     (b) with respect to the Payment Date for any Book-Entry Note, close of
         business on the second Business Day before that Payment Date; and

     (c) with respect to the Payment Date for any Definitive Note, the last day
         of the calendar month before that Payment Date.

     RECOVERY means any amount received by the Servicer under or in respect of a
     Purchased Receivable and the related Receivable Rights at any time after a
     Finance Charge Loss or Principal Loss has arisen in respect of that
     Purchased Receivable, provided that amount is not otherwise payable to a
     Mortgage Insurer under a Mortgage Insurance Policy.

     REDRAW means, in relation to any Collection Period, an amount provided to
     an Obligor by the Approved Seller under a Purchased Receivable in that
     Collection Period in respect of any principal prepayments previously made
     to the Obligor's loan account in accordance with the terms of the Obligor's
     Purchased Receivable.

     REDRAW CHARGE OFF means the amount of any reduction in the Redraw Principal
     Outstanding under the Redraw Facility Agreement under clause 5.13.

     REDRAW FACILITY AGREEMENT means, in relation to the Trust, the agreement so
     entitled dated on or about the date of this Supplementary Terms Notice
     between the Trustee, the Manager and the Redraw Facility Provider.

     REDRAW FACILITY PROVIDER means, in relation to the Trust, St.George.

     REDRAW PRINCIPAL OUTSTANDING has the meaning given in the Redraw Facility
     Agreement.

     REDRAW RETENTION AMOUNT has the meaning given in clause 5.8(c).

     REDRAW SHORTFALL means the total amount (if any) of Redraws made by the
     Approved Seller for which it has not been reimbursed which remain
     outstanding after:

     (a) applying Principal Collections towards reimbursement of those Redraws
         under clause 5.4; and

     (b) without duplication, drawing on the Redraw Retention Amount (if any).

     REMITTANCE DATE means the day which is two (2) Business Days before a
     Payment Date.

     SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
     which may be given by the Approved Seller to the Trustee as trustee of the
     Trust after the date of execution of this Supplementary Terms Notice and
     which is subsequently accepted by the Trustee.

     SECOND STEP-UP MARGIN has the meaning given in clause 4.9(b).

     SECURITY TRUST DEED means the agreement so entitled dated on or before the
     date of this Supplementary Terms Notice 2001 between the Trustee, the
     Manager, the Note Trustee and the Security Trustee.

     SECURITY TRUSTEE'S FEE means the fee payable under clause 11.2 of the
     Security Trust Deed.

     SELLER LOAN AGREEMENT means the agreement so entitled dated on or about the
     date of this Supplementary Terms Notice between the Approved Seller, the
     Trustee and the Manager.

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     SERVICING AGREEMENT means the agreement so entitled dated 19 March 1998
     between the Trustee, the Manager and the Servicer.

     SERVICING FEE means the fee payable under clause 6.1(c) of this
     Supplementary Terms Notice and clause 6.1 of the Servicing Agreement.

     SPREAD has the meaning given in the Currency Swap in respect of payments by
     the Trustee under the Currency Swap.

     STANDBY CURRENCY SWAP PROVIDER means, initially, DLJ International Capital
     and thereafter any other person who is or becomes a party to a Currency
     Swap as Standby Currency Swap Provider in accordance with the provisions of
     the Currency Swap.

     STATED AMOUNT means in relation to the Class A Notes, the Class A Stated
     Amount, in relation to the Class B Notes, the Class B Stated Amount and in
     relation to the Class C Notes, the Class C Stated Amount.

     STEPDOWN DATE means the Payment Date falling in [*] 2004.

     STEP-UP MARGIN has the meaning given in clause 4.9(a).

     SUBSCRIPTION AGREEMENT means the Underwriting Agreement dated on or about
     the date of this Supplementary Terms Notice between the Trustee, the
     Manager, St. George Bank Limited and CSFB, in relation to subscription for
     the Notes.

     SUPPORT FACILITY means each Support Facility (as defined in the Master
     Trust Deed) which relates to the Trust and includes the Indemnity.

     SUPPORT FACILITY COLLATERAL ACCOUNT means, in relation to a Support
     Facility, each Collateral Account as defined in that Support Facility.

     SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
     which enters into that arrangement with the Trustee.

     THREE MONTH BANK BILL RATE on any date means the rate calculated by taking
     the simple average of the rates quoted on the Reuters Screen BBSW Page at
     approximately 10.00am, Sydney time, on each of that date and the preceding
     two Business Days (each a CALCULATION DAY) for each BBSW Reference Bank so
     quoting (but not fewer than five) as being the mean buying and selling rate
     for a bill (which for the purpose of this definition means a bill of
     exchange of the type specified for the purpose of quoting on the Reuters
     Screen BBSW Page) having a tenor of 90 days (or, where the relevant date is
     the first day of the first Interest Period, the rate will be determined by
     linear interpolation calculated by reference to the duration of that first
     Interest Period) eliminating the highest and lowest mean rates and taking
     the average of the remaining mean rates and then (if necessary) rounding
     the resultant figure upwards to four decimal places. If on any Calculation
     Day fewer than five BBSW Reference Banks have quoted rates on the Reuters
     Screen BBSW Page, the rate for that date shall be calculated as above by
     taking the rates otherwise quoted by five of the BBSW Reference Banks on
     application by the parties for such a bill of the same tenor. If in respect
     of any Calculation Day the rate for that date cannot be determined in
     accordance with the foregoing procedures then the rate for that Calculation
     Day shall mean such rate as is agreed between the Manager and St.George
     having regard to comparable indices then available.

     THRESHOLD RATE means, at any time, 0.25% per annum plus the minimum rate of
     interest that must be set on all Purchased Receivables where permitted
     under the relevant Receivable Agreement which

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     will be sufficient (assuming that all relevant parties comply with their
     obligations at all times under the Transaction Documents, the Purchased
     Receivables and the related Receivable Rights), when aggregated with the
     income produced by the rate of interest on all other Purchased Receivables
     and other Authorised Investments, to ensure that the Trustee will have
     available to it sufficient Collections to enable it to comply with its
     obligations under the Transaction Documents relating to the Trust as they
     fall due (including the repayment of any Principal Draws by the Final
     Maturity Date of all Notes).

     TITLE PERFECTION EVENT means, in relation to the Trust, the events set out
     in clause 10.

     TOTAL AVAILABLE FUNDS means, for a Collection Period, the aggregate of:

     (a) the Available Income for that Collection Period; and

     (b) any Principal Draw which the Trustee is required to allocate under
         clause 5.9 on or before the Payment Date for that Collection Period.

     TOTAL INVESTED AMOUNT means, at any time, the sum of:

     (a) all Invested Amounts of all Class A Notes; and

     (b) the US$ Equivalent of all Invested Amounts of all A$ Notes, at that
         time.

     TOTAL PAYMENTS means, in relation to a Collection Period, all amounts paid
     by the Trustee under clause 5.1 on the Payment Date in relation to that
     Collection Period.

     TOTAL STATED AMOUNT means, at any time, the sum of the aggregate of the
     Stated Amounts of all Class A Notes, all Class B Notes and all Class C
     Notes at that time.

     TRANSACTION has the meaning given to it under the relevant ISDA Master
     Agreement.

     TRANSACTION DOCUMENT means each Transaction Document (as defined in the
     Master Trust Deed) to the extent that it relates to the Trust, the Notes or
     the Seller Loan Agreement.

     TRIGGER EVENT will subsist on any Payment Date if:

     (a) both:

         (i)      the average of the Arrears Percentages for the 12 Monthly
                  Collection Periods immediately preceding that Payment Date
                  (or, where that payment Date occurs within 12 months of the
                  Closing Date, for the period commencing on the Closing Date
                  and ending on the last day of the Collection Period
                  immediately preceding that Payment Date) (the RELEVANT PERIOD)
                  exceeds [4%]; and

         (ii)     the aggregate Mortgage Shortfalls for the Relevant Period
                  exceeds 10% of the aggregate Initial Invested Amount of the
                  Class B Notes and the Class C Notes; or

     (b) on that Payment Date, the Total Stated Amount of all Notes is equal to
         or less than 10% of the aggregate of the Initial Invested Amount of all
         Notes and the Trustee does not exercise the call option under clause
         7.1.

     TRUST means the Crusade Global Trust No. 2 of 2001 constituted under the
     Master Trust Deed and the Notice of Creation of Trust.

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     TRUST EXPENSES means, in relation to a Collection Period (and in the
     following order of priority):


     (a) first, Taxes payable in relation to the Trust for that Collection
         Period;

     (b) second, any other Expenses relating to the Trust for that Collection
         Period which are not covered by (c) to (i) (inclusive) below;

     (c) third, pari passu the Trustee's Fee for that Collection Period, the
         Security Trustee's Fee for that Collection Period and any fee payable
         to the Note Trustee under the Note Trust Deed for that Collection
         Period;

     (d) fourth, the Servicing Fee for that Collection Period;

     (e) fifth, the Manager's Fee for that Collection Period;

     (f) sixth, the Custodian Fee for that Collection Period;

     (g) seventh, pari passu any fee or expenses payable to the Principal Paying
         Agent, any other Paying Agent, the Note Registrar or the Calculation
         Agent under the Agency Agreement;

     (h) eighth, any costs, charges or expenses (other than fees) incurred by,
         and any liabilities owing under any indemnity granted to, any Note
         Manager, the Manager, the Security Trustee, the Servicer, the Note
         Trustee, a Paying Agent or the Calculation Agent in relation to the
         Trust under the Transaction Documents, for that Collection Period; and

     (i) ninth, any amounts payable to the Currency Swap Provider under clause
         5.21,

     all of the amounts in paragraphs (a) to (i) (inclusive) being EXPENSES for
     the purposes of the Master Trust Deed.

     US$ ACCOUNT means, in relation to the Trust, the US$ account opened with
     the Principal Paying Agent or any other account opened and maintained
     outside Australia, with the Principal Paying Agent so long as the Principal
     Paying Agent is an Approved Bank.

     US$ EQUIVALENT means:

     (a) in relation to an amount denominated or to be denominated in Australian
         dollars, that amount converted to (and denominated in) US$ at the US$
         Exchange Rate; or

     (b) in relation to an amount denominated in US$ the amount of US$.

     US$ EXCHANGE RATE means, on any date, the rate of exchange (set as at the
     commencement of the Currency Swap) applicable under the Currency Swap for
     the exchange of Australian dollars for United States dollars.

2.2  INTERPRETATION

     Clause 1.2 of the Master Trust Deed is incorporated into this Supplementary
     Terms Notice as if set out in full, except that any reference to DEED is
     replaced by a reference to SUPPLEMENTARY TERMS NOTICE and any reference to
     UNITED STATES DOLLARS, USD and US$ is to currency of the United States of
     America.

2.3  LIMITATION OF LIABILITY

     (A) GENERAL

         Clause 30 of the Master Trust Deed applies to the obligations and
         liabilities of the Trustee and the Manager under this Supplementary
         Terms Notice.

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     (B) LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         (i)      The Trustee enters into this Supplementary Terms Notice only
                  in its capacity as trustee of the Trust and in no other
                  capacity (except where the Transaction Documents provide
                  otherwise). Subject to paragraph (iii) below, a liability
                  arising under or in connection with this Supplementary Terms
                  Notice or the Trust is limited to and can be enforced against
                  the Trustee only to the extent to which it can be satisfied
                  out of the assets and property of the Trust which are
                  available to satisfy the right of the Trustee to be exonerated
                  or indemnified for the liability. This limitation of the
                  Trustee's liability applies despite any other provision of
                  this Supplementary Terms Notice and extends to all liabilities
                  and obligations of the Trustee in any way connected with any
                  representation, warranty, conduct, omission, agreement or
                  transaction related to this Supplementary Terms Notice or the
                  Trust.

         (ii)     Subject to paragraph (iii) below, no person (including any
                  Relevant Party) may take action against the Trustee in any
                  capacity other than as trustee of the Trust or seek the
                  appointment of a receiver (except under the Security Trust
                  Deed), or a liquidator, an administrator or any similar person
                  to the Trustee or prove in any liquidation, administration or
                  arrangements of or affecting the Trustee.

         (iii)    The provisions of this clause 2.3 shall not apply to any
                  obligation or liability of the Trustee to the extent that it
                  is not satisfied because under a Transaction Document or by
                  operation of law there is a reduction in the extent of the
                  Trustee's indemnification or exoneration out of the Assets of
                  the Trust as a result of the Trustee's fraud, negligence, or
                  Default.

         (iv)     It is acknowledged that the Relevant Parties are responsible
                  under this Deed or the other Transaction Documents for
                  performing a variety of obligations relating to the Trust. No
                  act or omission of the Trustee (including any related failure
                  to satisfy its obligations under this Deed) will be considered
                  fraud, negligence or Default of the Trustee for the purpose of
                  paragraph (iii) above to the extent to which the act or
                  omission was caused or contributed to by any failure by any
                  Relevant Party or any person who has been delegated or
                  appointed by the Trustee in accordance with the Transaction
                  Documents to fulfil its obligations relating to the Trust or
                  by any other act or omission of a Relevant Party or any such
                  person.

         (v)      In exercising their powers under the Transaction Documents,
                  each of the Trustee, the Security Trustee and the Noteholders
                  must ensure that no attorney, agent, delegate, receiver or
                  receiver and manager appointed by it in accordance with this
                  Supplementary Terms Notice or any other Transaction Documents
                  has authority to act on behalf of the Trustee in a way which
                  exposes the Trustee to any personal liability and no act or
                  omission of any such person will be considered fraud,
                  negligence, or Default of the Trustee for the purpose of
                  paragraph (iii) above.

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

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         (vii)    Nothing in this clause limits the obligations expressly
                  imposed on the Trustee under the Transaction Documents.

2.4  KNOWLEDGE OF TRUSTEE

     In relation to the Trust, the Trustee will be considered to have knowledge
     or notice of or be aware of any matter or thing if the Trustee has
     knowledge, notice or awareness of that matter or thing by virtue of the
     actual notice or awareness of the officers or employees of the Trustee who
     have day to day responsibility for the administration of the Trust.

3.   DIRECTION AND TRUST BACK
--------------------------------------------------------------------------------

     (a) A Trust Back, entitled CRUSADE GLOBAL TRUST BACK NO. 2 OF 2001, is
         created in relation to Other Secured Liabilities secured by the
         Purchased Receivable Securities.

     (b) The parties agree that the Trust will be a TRUST for the purposes of
         the Transaction Documents.

4.   NOTES
--------------------------------------------------------------------------------
4.1  CONDITIONS OF NOTES

     (a) The conditions of the A$ Notes will be as set out in the Master Trust
         Deed, as supplemented and amended by the provisions set out in this
         Supplementary Terms Notice.

     (b) The conditions of the Class A Notes will be as set out in the Master
         Trust Deed, the Conditions, the Note Trust Deed and this Supplementary
         Terms Notice.

4.2  SUMMARY OF CONDITIONS OF NOTES

     Under clause 6.3 of the Master Trust Deed, the Manager provides the
     following information in respect of the Notes.

     (a) Class of Note:     There will be the following Classes of Notes. Under
                            the Transaction Documents each shall be treated as a
                            separate Class of Notes:

                            Class A Notes

                            Class B Notes

                            Class C Notes

     (b) Total Initial      (i)     Class A Notes - US$[*]

         Invested           (ii)    Class B Notes - A$[*]

         Amount of each     (iii)   Class C Notes - A$[*]

         Class of Notes:

     (c) Manner and          As set out in clause 5
         order in which
         principal and
         interest is to be
         paid

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Supplementary Terms Notice                                Allens Arthur Robinson
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         on Notes:

     (d) Margin:             (i)    in the case of the Class A Notes, [*%] per
                                    annum; and

                             (ii)   in the case of the Class A Notes, if the
                                    Trustee has not repurchased or redeemed the
                                    relevant Notes on or before the Optional
                                    Redemption Date, then on and from that
                                    Optional Redemption Date, the relevant
                                    Step-Up Margin; and

                             (iii)  in the case of the:

                                    Class B Notes: [*%] per annum

                                    Class C Notes: [*%] per annum.

         Initial Invested Amount:   Class A Notes: US$[100,000] per Note.

                                    Class B Notes: A$[100,000] per Note.

                                    Class C Notes: A$[100,000] per Note.

         Rating:             (i)    Class A Notes - AAA long term credit rating
                                    from S&P, Aaa long term credit rating from
                                    Moody's and AAA long term credit rating from
                                    Fitch.

                             (ii)   Class B Notes - AA- long term credit rating
                                    from S&P and [AA] long term credit rating
                                    from Fitch.

                             (iii)  Class C Notes - A long term credit rating
                                    from S&P and A+ long term credit rating from
                                    Fitch.

         Issue Price:        (i)    Class A Notes - issued at 100 per cent.

                             (ii)   Class B Notes - issued at 100 per cent.

                             (iii)  Class C Notes - issued at 100 per cent.

         Quarterly Payment
         Dates:              (i)    Class A Notes - the 20th day of December,
                                    March, June and September in each year (New
                                    York time)

                             (ii)   A$ Notes - the 20th day of December, March,
                                    June and September (Sydney time)

                             (iii)  If, in either case, that day is not a
                                    Business Day, the Quarterly Payment Date
                                    shall be adjusted in accordance with the
                                    Modified Following Business Day Convention.
                                    The first Quarterly Payment Date for the
                                    Class A Notes will be 20th December 2001
                                    (New York

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Supplementary Terms Notice                                Allens Arthur Robinson
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                                    time) and the first Quarterly Payment Date
                                    for the A$ Notes will be 20th December 2001
                                    (Sydney time). In each case, the final
                                    Quarterly Payment Date is the earlier of the
                                    applicable Final Maturity Date and the
                                    Payment Date on which the Notes are redeemed
                                    in full or, in the case of the Class A
                                    Notes, repurchased under the Conditions.

         Final Maturity
         Date:               (i)    Class A Notes - the Quarterly Payment Date
                                    falling in [December 2032] (New York time).

                             (ii)   Class B Notes - the Quarterly Payment Date
                                    falling in [December 2032] (Sydney time).

                             (iii)  Class C Notes - the Quarterly Payment Date
                                    falling in [December 2032] (Sydney time).

                             (vi)   In each case, the date specified shall be
                                    subject to adjustment in accordance with the
                                    Modified Following Business Day Convention.

4.3  ISSUE OF NOTES

     (a) Class A Notes must be issued in amounts, or on terms, such that their
         offer for subscription and their issue will comply with:

         (i)      the Financial Services Act 1986 (UK) and all regulations made
                  under or in relation to that Act and the Public Offers of
                  Securities Regulations 1995; and

         (ii)     the United States Securities Act of 1933, the Exchange Act,
                  all regulations made under or in relation to them, and all
                  other laws or regulations of any jurisdiction of the United
                  States of America regulating the offer or issue of, or
                  subscription for, Notes.

     (b) A$ Notes must be issued in minimum parcels or subscriptions which have
         an aggregate Initial Investment Amount of $500,000, (disregarding any
         amount payable to the extent to which it is to be paid out of money
         lent by the person offering the Notes or an associate (as defined in
         Division 2 of Part 1.2 of the Corporations Act 2001 (Cth)) or must
         otherwise constitute an issue that does not require disclosure under
         Part 6D.2 of the Corporations Act 2002 (Cth).

     (c) No A$ Note has been or will be registered under the United States
         Securities Act of 1933 as amended (the SECURITIES ACT) and the A$ Notes
         may not be offered or sold within the United States or to, or for the
         account of benefit of, US persons except in accordance with Regulation
         S under the Securities Act or pursuant to an exemption from the
         registration requirements of the Securities Act. Terms used in this
         paragraph have the meanings given to them by Regulation S under the
         Securities Act.

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4.4  TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE

     Subject to the terms of the Master Trust Deed and this Supplementary Terms
     Notice, the Trustee:

     (a) acknowledges its indebtedness in respect of the Invested Amount of each
         Note and interest thereon;

     (b) covenants for the benefit of each Noteholder and the Note Trustee that
         it will (subject to receiving any directions required under and given
         in accordance with the Transaction Documents):

         (i)      make all payments on or in respect of the Notes held by that
                  Noteholder on the due date for payment;

         (ii)     comply with the terms of this Supplementary Terms Notice and
                  the Transaction Documents to which it is a party; and

         (iii)    pay the Stated Amount in relation to the Notes held by that
                  Noteholder on the Final Maturity Date and accrued and unpaid
                  interest thereon.

4.5  REPAYMENT OF NOTES ON PAYMENT DATES

     (a) On each Quarterly Payment Date for a Note, the Invested Amount of that
         Note shall be reduced by, and the obligations of the Trustee with
         respect to that Note shall be discharged to the extent of, the amount
         of the Principal Payment made on that Quarterly Payment Date in respect
         of that Note.

     (b) All payments of principal on Class A Notes will be made in United
         States dollars.

     (c) All payments of principal on A$ Notes will be made in Australian
         Dollars.

4.6  FINAL REDEMPTION

     Each Note shall be finally redeemed, and the obligations of the Trustee
     with respect to the payment of the Invested Amount of that Note shall be
     finally discharged, on the first to occur of:

     (a) the date upon which the Invested Amount of that Note is reduced to
         zero;

     (b) the date upon which the relevant Noteholder renounces in writing all of
         its rights to any amounts payable under or in respect of that Note;

     (c) the date on which all amounts received by the Note Trustee with respect
         to the enforcement of the Security Trust Deed are paid to the Principal
         Paying Agent;

     (d) the Payment Date immediately following the date on which the Trustee
         completes a sale and realisation of all Assets of the Trust in
         accordance with the Master Trust Deed and this Supplementary Terms
         Notice; and

     (e) the Final Maturity Date.

4.7  PERIOD DURING WHICH INTEREST ACCRUES

     Each Note bears interest calculated and payable in arrears in accordance
     with this Supplementary Terms Notice from the Closing Date to the date upon
     which that Note is finally redeemed under clause 4.6.

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4.8  CALCULATION OF INTEREST

     (a) Subject to paragraph (b) and (d), interest payable on each Note in
         respect of each Interest Period is calculated:

         (i)      on a daily basis at the applicable Interest Rate;

         (ii)     on the Invested Amount of that Note as at the first day of
                  that Interest Period; and

         (iii)    on the basis of the actual number of days in that Interest
                  Period and a year of 365 days (in the case of A$ Notes) or 360
                  days (in the case of Class A Notes),

         and shall accrue due from day to day.

     (b) No interest will accrue on any Note for the period from and including:

         (i)      the date on which the Stated Amount of that Note is reduced to
                  zero (provided that interest shall thereafter begin to accrue
                  from (and including) any date on which the Stated Amount of
                  that Note becomes greater than zero); or

         (ii)     if the Stated Amount of the Note on the due date for
                  redemption in full of the Note is not zero, the due date for
                  redemption of the Note, unless after the due date for
                  redemption, payment of principal due is improperly withheld or
                  refused, following which interest shall continue to accrue on
                  the Invested Amount of the Note at the rate from time to time
                  applicable to the Note until the later of:

                  (A)    the date on which the moneys in respect of that Note
                         have been received by the Note Trustee or the Principal
                         Paying Agent and notice to that effect is given in
                         accordance with the relevant Conditions; and

                  (B)    the Stated Amount of that Note has been reduced to
                         zero, provided that interest shall thereafter begin to
                         accrue from (and including) any date on which the
                         Stated Amount of that Note becomes greater than zero.

     (c) All payments of interest on Class A Notes will be made in United States
         dollars.

     (d) All payments of interest on A$ Notes will be made in Australian
         dollars.

     (e) If Interest is not paid in respect of a Note on the date when due and
         payable (other than because the due date is not a Business Day) that
         unpaid Interest shall itself bear interest at the Interest Rate
         applicable from time to time on that Note until the unpaid Interest,
         and interest on it, is available for payment and:

         (i)      in the case of the Class A Notes, notice of that availability
                  has been duly given in accordance with Condition 12; or

         (ii)     in the case of the A$ Notes, there is full satisfaction of
                  those amounts, to be determined in accordance with clause 32.4
                  of the Master Trust Deed (as amended in accordance with this
                  Supplementary Terms Notice).

4.9  STEP-UP MARGIN

     If the Trustee has not repurchased or redeemed all of the Class A Notes on
     or before, the Optional Redemption Date, the Margin for that Class on and
     from that date will be the following percentages per annum (each a STEP-UP
     MARGIN)in the case of the Class A Notes, [*%] per annum.

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4.10 AGGREGATE RECEIPTS

     Notwithstanding anything in clauses 5.5, 5.6 and 5.8, no Noteholder will be
     entitled to receive aggregate principal under any of those clauses on any
     Note at any time in excess of the Invested Amount for that Note at that
     time.

     The Trustee, the Manager, the Note Trustee, the Security Trustee and the
     Paying Agents may treat the Noteholder as the absolute owner of that Note
     (whether or not that Note is overdue and despite any notation or notice to
     the contrary or writing on it or any notice of previous loss or theft of it
     or of trust or other interest in it) for the purpose of making payment and
     for all other purposes.

5.   CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------
5.1  TOTAL AVAILABLE FUNDS

     (a) (MONTHLY) Subject to paragraph (b), on each Monthly Payment Date (other
         than a Quarterly Payment Date) and based on the calculations,
         instructions and directions provided to it by the Manager, the Trustee
         must pay out of Total Available Funds, in relation to the Monthly
         Collection Period ending immediately before that Monthly Payment Date,
         the following amounts in the following order of priority:

         (i)      first, an amount equal to any Accrued Interest Adjustment
                  required to be paid to the Approved Seller (and each of the
                  Trustee, the Noteholders and the other Creditors that have the
                  benefit of the Security Trust Deed acknowledges and agrees
                  that it has no entitlement to the moneys comprising the
                  Accrued Interest Adjustment); and

         (ii)     second, any interest payable by the Trustee under the Redraw
                  Facility Agreement.

     (b) (LIMIT) The Trustee shall only make a payment under any of
         sub-paragraphs (a)(i) or (a)(ii) if it is directed in writing to do so
         by the Manager and only to the extent that any Total Available Funds
         remain from which to make the payment after amounts with priority to
         that payment have been distributed.

     (c) (QUARTERLY) Subject to paragraph (d), on each Quarterly Payment Date,
         and based on the calculations, instructions and directions provided to
         it by the Manager, the Trustee must pay or cause to be paid out of
         Total Available Funds, in relation to the Quarterly Collection Period
         ending immediately before that Quarterly Payment Date, the following
         amounts in the following order of priority:

         (i)      first, an amount equal to any Accrued Interest Adjustment
                  required to be paid to the Approved Seller (and each of the
                  Trustee, the Noteholders and the other Creditors that have the
                  benefit of the Security Trust Deed acknowledges and agrees
                  that it has no entitlement to the moneys comprising the
                  Accrued Interest Adjustment);

         (ii)     second, payment to the Swap Provider under the Interest Rate
                  Swap of any Break Payments received by or on behalf of the
                  Trustee from an Obligor or a Mortgage Insurer during the
                  Quarterly Collection Period;

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         (iii)    third, (unless specified later in this clause 5.1(c)), Trust
                  Expenses which have been incurred prior to that Quarterly
                  Payment Date and which have not previously been paid or
                  reimbursed under an application of this clause 5.1 (in the
                  order of priority set out in the definition of TRUST
                  EXPENSES);

         (iv)     fourth, payment to the Redraw Facility Provider of any fees
                  payable by the Trustee under the Redraw Facility Agreement;

         (v)      fifth, without duplication, any amounts that would have been
                  payable under this clause 5.1(c) (other than under
                  sub-paragraphs (vii) to (xii) (inclusive)) on any previous
                  Quarterly Payment Date, if there had been sufficient Total
                  Available Funds, which have not been paid by the Trustee and
                  in the order they would have been paid under that prior
                  application of this clause 5;

         (vi)     sixth, pari passu and rateably as between themselves payment
                  to each Mortgage Insurer of an amount equal to the greater of
                  the following:

                  (A)    zero; and

                  (B)    the difference between any overpayment by it of amounts
                         in respect of income (for which it has not previously
                         been reimbursed) and the aggregate of the Excess
                         Distributions paid to the Beneficiary on previous
                         Quarterly Payment Dates under clause 5.3(a);

         (vii)    seventh, pari passu and rateably as between themselves:

                  (A)    any interest payable by the Trustee under the Redraw
                         Facility Agreement; and

                  (B)    the payment to the Currency Swap Provider under the
                         Confirmation relating to Class A Notes of the A$ Class
                         A Interest Amount payable under that Confirmation at
                         that date.

         (viii)   eighth, any amounts that would have been payable under
                  sub-paragraph (ix) on any previous Quarterly Payment Date, if
                  there had been sufficient Total Available Funds, which have
                  not been paid by the Trustee;

         (ix)     ninth, the payment to the Class B Noteholders of the relevant
                  Class B Interest amount as at that date;

         (x)      tenth, any amounts that would have been payable under
                  subparagraph (xi) on any previous Quarterly Payment Date, if
                  there had been sufficient Total Available Funds, which have
                  not been paid by the Trustee;

         (xi)     eleventh, the payment to the Class C Noteholders of the Class
                  C Interest amount;

         (xii)    twelfth, pari passu and rateably as between themselves payment
                  to each Mortgage Insurer of an amount equal to any overpayment
                  by that Mortgage Insurer of amounts in respect of income (for
                  which that Mortgage Insurer has not previously been
                  reimbursed).

     (d) The Trustee shall only make a payment under any of sub-paragraphs
         (c)(i) to (c)(xii) inclusive if it is directed in writing to do so by
         the Manager and only to the extent that any

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     Total Available Funds remain from which to make the payment after amounts
     with priority to that payment have been distributed.

5.2  EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS AND PRINCIPAL DRAWS

     (a) Subject to paragraph (b), on each Quarterly Determination Date, the
         Manager must apply any Excess Available Income for the Quarterly
         Collection Period relating to that Quarterly Determination Date in the
         following order of priority:

         (i)      first, the Excess Available Income must be applied in
                  reimbursement of all Principal Charge Offs for that Quarterly
                  Collection Period;

         (ii)     second, the balance of the Excess Available Income (after
                  application under paragraph (i)) must be applied pari passu
                  and rateably between themselves (based on the Redraw Principal
                  Outstanding and the A$ Equivalent of the Stated Amount of the
                  Class A Notes, as the case may be):

                  (A)    as a payment, to the Currency Swap Provider under the
                         Confirmation relating to the Class A Notes, of the A$
                         Equivalent of any Carryover Class A Charge Offs
                         relating to the Class A Notes; and

                  (B)    as a repayment under the Redraw Facility Agreement, as
                         a reduction of, and to the extent of, the Carryover
                         Redraw Charge Offs;

         (iii)    third, the balance of the Excess Available Income (after
                  application under paragraphs (i) and (ii)) must be applied to
                  all Principal Draws which have not been repaid as at that
                  Quarterly Payment Date;

         (iv)     fourth, the balance of the Excess Available Income (after
                  application under paragraphs (i) to (iii) (inclusive)) must be
                  applied in or towards reinstating the Stated Amount of the
                  Class B Notes to the extent of any Carryover Class B Charge
                  Offs; and

         (v)      fifth, the balance of the Excess Available Income (after
                  application under paragraphs (i) to (iv) (inclusive) must be
                  applied in or towards reinstating the Stated Amounts of the
                  Class C Notes to the extent of any Carryover Class C Charge
                  Offs.

                  Any amount applied pursuant to sub-paragraphs (i) to (v)
                  (inclusive) above will be treated as Principal Collections to
                  the extent of that application and in the case of amounts paid
                  under sub-paragraph (ii) or (v) will be paid on the Payment
                  Date following that Determination Date.

     (b) The Trustee shall only make a payment under any of sub-paragraphs
         (a)(i) to (a)(v) inclusive if it is directed in writing to do so by the
         Manager and only to the extent that any Excess Available Income remains
         from which to make the payment after amounts with priority to that
         payment have been distributed.

5.3  EXCESS DISTRIBUTION

     (a) The Trustee must at the written direction of the Manager pay any Excess
         Distribution for a Quarterly Collection Period to the Beneficiary on
         the relevant Quarterly Payment Date.

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     (b) The Trustee may not recover any Excess Distributions from the
         Beneficiary once they are paid to the Beneficiary except:

         (i)      where there has been a manifest error in the relevant
                  calculation of the Excess Distributions; or

         (ii)     an amount equal to payments made or required to be made by the
                  Trustee under clause 5.1(c)(xii) , and the Beneficiary agrees
                  to pay to the Trustee any such amount.

5.4  INITIAL PRINCIPAL DISTRIBUTIONS

     (a) (MONTHLY) Subject to paragraph (b), on each Monthly Payment Date (other
         than a Quarterly Payment Date) and based on the calculations,
         instructions and directions provided to it by the Manager, the Trustee
         must distribute or cause to be distributed out of Principal
         Collections, in relation to the Monthly Collection Period ending
         immediately before that Monthly Payment Date, the following amounts in
         the following order of priority:

         (i)      first, to allocate to Total Available Funds any Principal Draw
                  calculated in accordance with clause 5.9; and

         (ii)     second, to retain in the Collection Account as a provision
                  such amount as the Manager determines is appropriate to make
                  for any anticipated shortfalls in payments under clause 5.1 on
                  the following Monthly Payment Date or Quarterly Payment Date.

     (b) (MONTHLY LIMIT) The Trustee shall only make a payment under any of
         sub-paragraphs (a)(i) and (a)(ii) inclusive if it is directed in
         writing to do so by the Manager and only to the extent that any
         Principal Collections remain from which to make the payment after
         amounts with priority to that payment have been distributed.

     (c) (QUARTERLY) Subject to paragraph (d), on each Quarterly Payment Date,
         and based on the calculations, instructions and directions provided to
         it by the Manager, the Trustee must distribute or cause to be
         distributed out of Principal Collections, in relation to the Quarterly
         Collection Period ending immediately before that Quarterly Payment
         Date, the following amounts in the following order of priority:

         (i)      first, to allocate to Total Available Funds any Principal
                  Draws calculated in accordance with clause 5.9; (ii) second,
                  to retain in the Collection Account as a provision such amount
                  as the Manager determines is appropriate to make for any
                  anticipated shortfalls in payments under clause 5.1 on the
                  following Monthly Payment Date or Quarterly Payment Date;

         (iii)    third, subject to clause 5.8(d), to repay any Redraws provided
                  by the Approved Seller in relation to Purchased Receivables in
                  accordance with clause 5.8 to the extent that it has not
                  previously been reimbursed in relation to those Redraws;

         (iv)     fourth, to repay all Redraw Principal Outstanding under the
                  Redraw Facility Agreement on that Quarterly Payment Date;

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         (v)      fifth, to retain in the Collection Account as a provision to
                  reimburse further Redraws an amount equal to the Redraw
                  Retention Amount for the next Quarterly Collection Period.

     (d) (QUARTERLY LIMIT) The Trustee shall only make a payment under any of
         sub-paragraphs (c)(i) to (c)(v) inclusive if it is directed in writing
         to do so by the Manager and only to the extent that any Principal
         Collections remain from which to make the payment after amounts with
         priority to that payment have been distributed.

5.5      PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE

     (a) Subject to paragraph (b), on each Quarterly Payment Date prior to and
         including the Stepdown Date, or at any time if a Trigger Event is
         subsisting, and based on the calculations, instructions and directions
         provided to it by the Manager, the Trustee must distribute or cause to
         be distributed out of Principal Collections, in relation to the
         Quarterly Collection Period ending immediately before that Quarterly
         Payment Date, the following amounts in the following order of priority:

         (i)      first, all the Initial Principal Distributions for that
                  Collection Period;

         (ii)     second, as a payment to the Currency Swap Provider under the
                  Confirmation relating to the Class A Notes, of an amount equal
                  to the lesser of:

                  (A)    the amount available for distribution under this
                         sub-paragraph (b) after all payments which have
                         priority under this clause 5.5; and

                  (B)    the A$ Equivalent of the Invested Amounts for all Class
                         A Notes;
         (iii)    third, as payment to the Class B Noteholders, of an amount
                  equal to the lesser of:

                  (A)    the amount available for distribution under this
                         sub-paragraph (e) after all payments which have
                         priority under this clause 5.5; and

                  (B)    the Invested Amounts in respect of all Class B Notes;

         (iv)     fourth, as payment to the Class C Noteholders, of an amount
                  equal to the lesser of:

                  (A)    the amount available for distribution under this
                         sub-paragraph (f) after all payments which have
                         priority under this clause 5.5; and

                  (B)    the Invested Amounts in respect of all Class C Notes.

     (b) (LIMIT) The Trustee shall only make a payment under any of
         sub-paragraphs (i) to (v) inclusive if it is directed in writing to do
         so by the Manager and only to the extent that any Principal Collections
         remain from which to make the payment after amounts with priority to
         that payment have been distributed.

5.6  PRINCIPAL DISTRIBUTIONS AFTER STEPDOWN DATE

     (a) Subject to paragraph (b), on each Quarterly Payment Date after the
         Stepdown Date, provided that no Trigger Event is subsisting, and based
         on the calculations, instructions and directions provided to it by the
         Manager, the Trustee must distribute or cause to be distributed out of
         Principal Collections, in relation to the Quarterly Collection Period
         ending immediately before that Quarterly Payment Date, the following
         amounts in the following order of priority:

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         (i)      first, all the Initial Principal Distributions for that
                  Collection Period;

         (ii)     second, as a payment, out of the Class A Principal
                  Distribution Amount to the Currency Swap Provider under the
                  Confirmation relating to the Class A Notes, of an amount equal
                  to the lesser of:

                  (A)     that Class A Principal Distribution Amount; and

                  (B)     the A$ Equivalent of the aggregate Invested Amounts of
                          the Class A Notes on that Payment Date;

         (iii)    third, as a payment out of the Class B Principal Distribution
                  Amount for that Payment Date to the Class B Noteholders of an
                  amount equal to the aggregate Invested Amount of the Class B
                  Notes on that Payment Date; and

         (iv)     fourth, as a payment out of the Class C Principal Distribution
                  Amount for that Payment Date to the Class C Noteholders of an
                  amount equal to the aggregate Invested Amount of the Class C
                  Notes on that Payment Date.

     (b) (LIMIT) The Trustee shall only make a payment under any of the
         sub-paragraphs (a)(i) to (iv) if it is directed in writing to do so by
         the Manager and only to the extent that any Principal Collections
         remain from which to make the payment after amounts with priority to
         that payment have been distributed.

5.7  FINAL MATURITY DATE

     On the Business Day immediately following the date on which all Secured
     Moneys (as defined in the Security Trust Deed) are fully and finally
     repaid, and only after payment of all amounts referred to in paragraphs (a)
     and (c), the Trustee must pay any Principal Collections which remain
     available to the Approved Seller in reduction of the Principal Outstanding
     (as defined in the Seller Loan Agreement) as a full and final settlement of
     the obligations of the Trustee under the Seller Loan Agreement.

5.8  REDRAWS

     (a) The Approved Seller, after receiving confirmation that it may do so
         from the Manager, may make Redraws to Obligors under Purchased
         Receivables so that the then scheduled principal balance of those
         Purchased Receivables is not exceeded.

     (b) The Approved Seller will be reimbursed in relation to any Redraw for
         which it has not previously been reimbursed under clause 5.4.

     (c) On each Quarterly Determination Date the Manager shall determine an
         amount, not exceeding 2% of the total Invested Amount of all Notes,
         which it reasonably anticipates will be required in the Quarterly
         Collection Period in which that Quarterly Determination Date occurs to
         fund further Redraws under Purchased Receivables in addition to any
         prepayments of principal that it anticipates will be received from
         Obligors during that Quarterly Collection Period. That amount, from
         time to time, less amounts withdrawn or deposited as described in this
         clause 5.8, is called the REDRAW RETENTION AMOUNT. The Manager shall on
         the day of such determination advise the Trustee of the amount so
         determined.

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     (d) In addition to the Approved Seller's right of reimbursement under
         clause 5.8(b), the Trustee shall on each Business Day it receives a
         direction from the Manager to do so, reimburse the Approved Seller for
         Redraws made on or before that Business Day for which it has not
         received reimbursement but only to the extent of the aggregate of:

         (i)      the Redraw Retention Amount for that Quarterly Collection
                  Period to the extent it has been funded under clause
                  5.4(c)(v); and

         (ii)     any amount which the Manager is entitled to direct the Trustee
                  to draw under the Redraw Facility Agreement at that time.

     (e) If the Manager determines on any Business Day that there is a Redraw
         Shortfall, the Manager may on that date direct in writing the Trustee
         to make a drawing under the Redraw Facility Agreement on that or any
         other Business Day equal to the amount which the Trustee is permitted
         to draw under clause 3.1(c) of the Redraw Facility Agreement at that
         time.

5.9  DETERMINATION DATE - PAYMENT SHORTFALL

     If the Manager determines on any Monthly Determination Date that there is a
     Payment Shortfall for the relevant Monthly Collection Period the Manager
     must direct the Trustee to pay out of Principal Collections, as a principal
     distribution under clause 5.4, an amount (the PRINCIPAL DRAW) equal to the
     lesser of:

     (a) the Payment Shortfall; and

     (b) the amount of Principal Collections available for distribution on the
         Monthly Payment Date following that Monthly Determination Date.

5.10 ALLOCATING LIQUIDATION LOSSES

     On each Quarterly Determination Date, the Manager must determine, in
     relation to the aggregate of all Liquidation Losses arising during that
     Quarterly Collection Period:

     (a) the amount of those Liquidation Losses which is attributable to
         interest, fees and expenses in relation to the relevant Purchased
         Receivables (FINANCE CHARGE LOSS); and

     (b) the amount of those Liquidation Losses which is attributable to
         principal in relation to the relevant Purchased Receivables (PRINCIPAL
         LOSS),

     on the basis that all Liquidation Proceeds actually received by or on
     behalf of the Trustee in relation to a Purchased Receivable are applied
     first against interest, fees and other Enforcement Expenses (other than
     Property Restoration Expenses) relating to that Purchased Receivable, and
     then against the Housing Loan Principal and Property Restoration Expenses
     relating to that Purchased Receivable.

5.11 INSURANCE CLAIMS

     (a) If, on any Monthly Determination Date, the Manager determines that
         there has been a Liquidation Loss in relation to a Purchased Receivable
         during the immediately preceding Monthly Collection Period, the Manager
         shall direct the Servicer (if the Servicer has not already done so),
         promptly, and in any event so that the claim is made within the time
         limit specified in the relevant Mortgage Insurance Policy for that
         Purchased Receivable without

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         the amount of the claim becoming liable to be reduced by reason of
         delay, to make a claim under the relevant Mortgage Insurance Policy.

     (b) Upon receipt of any amount under or in respect of a Mortgage Insurance
         Policy in payment of a claim referred to in paragraph (a), the Manager
         must determine which part of the amount is attributable to interest,
         fees and other amounts in the nature of income, and which part of that
         amount is attributable to principal.

5.12 PAYMENTS BEFORE PAYMENT DATE

     (a) Subject to the Transaction Documents, by no later than 4.00 pm (Sydney
         time) on the Remittance Date for a Collection Period, the Manager must
         deposit or use its best endeavours to procure that the Servicer
         deposits, in the Collection Account all Available Income and Principal
         Collections for that Collection Period to the extent received on or
         before that date.

     (b) The Manager must direct the Trustee to:

         (i)      apply amounts credited to the Collection Account in making
                  payments in discharge of the Trustee's obligations under this
                  clause 5; and

         (ii)     make the applications and reinstatements required or
                  contemplated by this clause 5,

         in each case, under and in accordance with this clause 5.

5.13 CHARGE OFFS

     If the Principal Charge Offs for any Quarterly Collection Period exceeds
     the Excess Available Income calculated on the Quarterly Determination Date
     for that Quarterly Collection Period, the Manager must, on and with effect
     from the Quarterly Payment Date immediately following the end of the
     Quarterly Collection Period:

     (a) reduce pari passu and rateably as between themselves the Class C Stated
         Amount of each of the Class C Notes by the amount of that excess which
         is attributable to each Class C Note until the Class C Stated Amount is
         zero (CLASS C CHARGE OFFS); and

     (b) if the Class C Stated Amount is zero and any amount of that excess has
         not been applied under paragraph (a), reduce pari passu and rateably as
         between themselves the Class B Stated Amount of each of the Class B
         Notes by the amount of that excess which is attributable to each Class
         B Note until the Class B Stated Amount is zero (CLASS B CHARGE OFFS);
         and

     (c) if both the Class C Stated Amount and Class B Stated Amount are zero
         and any amount of that excess has not been applied under paragraph (b),
         reduce pari passu and rateably as between the Class A Notes and the
         Redraw Facility Agreement with respect to the balance of that excess:

         (i)      rateably as between the Class A Notes, the Class A Stated
                  Amount on each of the Class A Notes until the Class A Stated
                  Amount of that Class A Note is zero (CLASS A CHARGE OFFS); and

         (ii)     the Redraw Principal Outstanding under the Redraw Facility
                  Agreement applied against Redraw Advances (as defined in the
                  Redraw Facility Agreement)

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                  in reverse chronological order of their Drawdown Dates (as
                  defined in the Redraw Facility Agreement), until the Redraw
                  Principal Outstanding is zero (REDRAW CHARGE OFFS).

5.14 PAYMENTS INTO US$ ACCOUNT

     (a) The Trustee shall direct the Currency Swap Provider to pay all amounts
         denominated in US$ payable to the Trustee by the Currency Swap Provider
         under the Currency Swap into the US$ Account or to the Principal Paying
         Agent under the Agency Agreement on behalf of the Trustee.

     (b) If any of the Trustee, the Manager or the Servicer receives any amount
         denominated in US$ from the Currency Swap Provider under the Currency
         Swap they will promptly pay that amount to the credit of the US$
         Account.

5.15 PAYMENTS OUT OF US$ ACCOUNT

     (a) The Trustee shall, on the direction of the Manager, or shall require
         that the Principal Paying Agent on its behalf, pay all amounts credited
         to the US$ Account as follows and in accordance with the Note Trust
         Deed and the Agency Agreement.

     (b) All amounts credited to the US$ Account by the Currency Swap Provider
         in relation to a payment by the Trustee in no order of priority:

         (i)      under clauses 5.1(c)(v) and (c)(vii)(B), will be paid pari
                  passu in relation to Class A Notes as payments of Class A
                  Interest on those Class A Notes;

         (ii)     under clause 5.2(a)(ii)(A), will be paid pari passu in
                  relation to Class A Notes in or towards reinstating the Stated
                  Amount of those Class A Notes, to the extent of the Carryover
                  Class A Charge Offs; and

         (iii)    amounts credited under clauses 5.5(b) and 5.6(b)(i), pari
                  passu to Class A Noteholders as Class A Principal Payments on
                  the Class A Notes until the Invested Amounts of the Class A
                  Notes have been reduced to zero.

5.16 ROUNDING OF AMOUNTS

     In making the calculations required or contemplated by this clause 5, the
     Manager shall round calculations to four decimal places, except that all
     monetary amounts shall be rounded down to the nearest cent or as otherwise
     required in this Supplementary Terms Notice.

5.17 MANAGER'S REPORT

     The Manager will provide to the Trustee, the Note Trustee and the
     Designated Ratings Agencies, the Manager's Report for a Collection Period
     no later than 4.00pm (Sydney time) on the Remittance Date following that
     Collection Period.

5.18 PAYMENT PRIORITIES FOLLOWING AN EVENT OF DEFAULT:  SECURITY TRUST DEED

     Following an Event of Default as defined in the Security Trust Deed, the
     priority of payments with respect to the Trust will be governed by the
     Security Trust Deed.

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5.19 PRESCRIPTION

     Despite any other provision of this Supplementary Terms Notice and the
     Master Trust Deed, Condition 8 applies to all amounts payable in relation
     to any Class A Note.

5.20 ACCOUNTING PROCEDURES:  PRINCIPAL & INTEREST

     To facilitate the implementation of this Cashflow Allocation Methodology,
     the Manager will keep accounting records in accordance with the Transaction
     Documents and will keep separate ledgers, including a "Principal Account",
     "Income Account" and "Cash Account", into which credit and debit entries
     will be made to record receipts and payments of principal, income or
     amounts unallocated at the relevant time.

5.21 REPLACEMENT OF CURRENCY SWAP

     (a) If the Currency Swap is terminated, the Trustee must, at the direction
         of the Manager, enter into one or more currency swaps which replace the
         Currency Swap (other than by way of transfer under section 6(b) of the
         Currency Swap) (collectively a REPLACEMENT CURRENCY SWAP) but only on
         the condition:

         (i)      that the Settlement Amount (as defined in the Currency Swap),
                  if any, which is payable by the Trustee to the Currency Swap
                  Provider on termination of the Currency Swap will be paid in
                  full when due in accordance with this Supplementary Terms
                  Notice and the Currency Swap;

         (ii)     the ratings assigned to the Notes are not adversely affected;
                  and

         (iii)    the liability of the Trustee under that Replacement Currency
                  Swap is limited to at least the same extent that its liability
                  is limited under the Currency Swap.

     (b) If the condition in paragraph (a) is satisfied, the Trustee must at the
         direction of the Manager enter into the Replacement Currency Swap and
         if it does so it must direct the provider of the Replacement Currency
         Swap to pay any upfront premium to enter into the Replacement Currency
         Swap due to the Trustee directly to the Currency Swap Provider in
         satisfaction of and to the extent of the Trustee's obligation to pay
         the Settlement Amount to the Currency Swap Provider as referred to in
         paragraph (a). If the Settlement Amount (if any) is payable by the
         Currency Swap Provider to the Trustee, the Manager shall direct the
         Currency Swap Provider to pay such amount direct to the Replacement
         Currency Swap Provider in satisfaction of any upfront premium to enter
         into the Replacement Currency Swap. Where the upfront premium payable
         upon entry into the Replacement Currency Swap is:

         (i)      payable by the Trustee to the Replacement Swap Provider, then
                  the:

                  (A)    excess of the Settlement Amount over the upfront
                         premium will be included as Available Income for the
                         relevant Collection Period; and

                  (B)    excess of the upfront premium payable over the
                         Settlement Amount will be satisfied by the Trustee as a
                         TRUST EXPENSE; and

         (ii)     payable by the Replacement Swap Provider to the Trustee, then
                  the:

                  (A)    excess of the Settlement Amount over the upfront
                         premium will be satisfied by the Trustee as a Trust
                         Expense; and

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                  (B)    excess of the upfront premium over the Settlement
                         Amount will be included as Available Income for the
                         relevant Collection Period.

5.22 NOTICE OF CALCULATIONS

     The calculations outlined in this clause 5, or required to be made by the
     Manager under any Condition, must be made by the Manager and notified to
     the Trustee on each Determination Date. The Manager must also notify the
     Trustee of all details of payments which are to be made by or on behalf of
     the Trustee on each Payment Date. The Manager must also notify the Currency
     Swap Provider of all payments which are to be made by or on behalf of the
     Trustee on each Quarterly Payment Date under clauses 5.1(c)(v),
     5.1(c)(vii)(D), 5.2(a)(ii)(A), 5.5(b), 5.5(c), 5.6(b)(i) and 5.6(b)(ii) on
     each relevant Quarterly Determination Date. In the absence of manifest
     error, each of the Trustee and the Currency Swap Provider is entitled to
     rely conclusively on (and will rely on) the Manager's calculations and
     notifications and is not required to (and it will not) investigate the
     accuracy of them.

5.23 BOND FACTORS

     (a) On each Quarterly Determination Date, the Manager will, in respect of
         the Collection Period ending before that Quarterly Determination Date,
         calculate or otherwise ascertain the Class A Bond Factors, the Class B
         Bond Factors and the Class C Bond Factors.

     (b) The Manager shall notify all Class B Noteholders, all Class C
         Noteholders, the Principal Paying Agent, the Note Trustee and the
         Calculation Agent as soon as practicable after (and in any event by not
         later than the Quarterly Payment Date immediately following) the
         relevant Quarterly Determination Date of the Class B Bond Factor and
         the Class C Bond Factor.

5.24 LOAN OFFSET INTEREST

     On each Monthly Determination Date, the Approved Seller shall pay to the
     Trustee an amount equal to all Loan Offset Interest Amounts for the Monthly
     Collection Period immediately preceding that Monthly Determination Date.

6.   MASTER TRUST DEED AND SERVICING AGREEMENT
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6.1  COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

     (a) (MANAGER FEE)

         For the purpose of clause 15 of the Master Trust Deed, the fee payable
         to the Manager in respect of the Trust for each Quarterly Collection
         Period will be an amount calculated:

         (i)      on the aggregate Housing Loan Principal of the Purchased
                  Receivables on the first day of that Quarterly Collection
                  Period;

         (ii)     at the rate of 0.09% per annum or as otherwise agreed by the
                  Manager and the Trustee from time to time; and

         (iii)    on the actual number of days in the Quarterly Collection
                  Period divided by 365 days,

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         and shall accrue due from day to day.  That fee is payable in
         Australian dollars.

     (b) (TRUSTEE'S FEE AND SECURITY TRUSTEE'S FEE)

         (i)      For the purpose of clause 19.1 of the Master Trust Deed and
                  clause 11.2 of the Security Trust Deed, the combined fee
                  payable to the Trustee and the Security Trustee in respect of
                  the Trust for each Quarterly Collection Period will be an
                  amount calculated:

                  (A)    on the aggregate Housing Loan Principal of the
                         Purchased Receivables on the first day of that
                         Quarterly Collection Period;

                  (B)    at the rate of 0.0275% per annum or as otherwise agreed
                         by the Manager, the Trustee and the Security Trustee
                         from time to time; and

                  (C)    on the actual number of days in the Quarterly
                         Collection Period divided by 365 days,

                  and shall accrue due from day to day. That fee is payable in
                  Australian dollars.

         (ii)     If the Trustee or the Security Trustee (as the case may be) is
                  required at any time to undertake duties which relate to the
                  enforcement of the terms of any Transaction Document by the
                  Trustee or Security Trustee (as the case may be) upon a
                  default by any other party under the terms of that Transaction
                  Document, the Trustee or Security Trustee (as the case may be)
                  is entitled to such additional remuneration as may be agreed
                  between the Trustee or the Security Trustee (as the case may
                  be) and the Manager or, failing agreement, such amount as is
                  determined by a merchant bank (acting as an expert and not as
                  an arbitrator) selected by the Trustee or the Security Trustee
                  (as the case may be). The determination of such merchant bank
                  shall be conclusive and binding on the Manager and the Trustee
                  or the Security Trustee (as the case may be) so far as the law
                  allows.

     (c) (SERVICING FEE)

          For the purpose of clause 6.1 of the Servicing Agreement, the fee
          payable to the Servicer in respect of the Trust for each Quarterly
          Collection Period will be an amount calculated:

         (i)      on the aggregate Housing Loan Principal of the Purchased
                  Receivables on the first day of that Quarterly Collection
                  Period;

         (ii)     at the rate of 0.40% per annum or as otherwise agreed by the
                  Manager, the Trustee and the Servicer from time to time; and

         (iii)    on the actual number of days in the Quarterly Collection
                  Period divided by 365 days,

         or as otherwise agreed by the Trustee, the Manager and the Servicer.
         That fee shall accrue due from day to day. That fee is payable in
         Australian dollars.

     (d) (Custodian fee)

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          For the purpose of clause 6.1 of the Custodian Agreement, the fee
          payable to the Custodian in respect of the Trust for each Quarterly
          Collection Period will be an amount calculated:

         (i)      on the aggregate Housing Loan Principal of the Purchased
                  Receivables on the first day of that Quarterly Collection
                  Period;

         (ii)     at the rate of 0.015% per annum or as otherwise agreed by the
                  Manager, the Trustee and the Custodian from time to time; and

         (iii)    on the actual number of days in the Quarterly Collection
                  Period divided by 365 days,

         or as otherwise agreed by the Trustee, the Manager and the Custodian.
         That fee shall accrue due from day to day. That fee is payable in
         Australian dollars.

     (e) (Fee changes to take account of GST)

          None of the above fees in this clause 6.1 are to be increased by
          reference to any applicable goods and services tax unless:

         (i)      the Trustee, the Manager and the recipient of the relevant fee
                  agree (that agreement not to be unreasonably withheld); and

         (ii)     the increase will not result in the downgrading or withdrawal
                  of the rating of any Notes.

6.2  AMENDMENTS TO MASTER TRUST DEED

     The Master Trust Deed is amended for the purpose of the Trust as follows:

     (a) Clause 1.1 - Authorised Investment

         For the purposes of the definition of AUTHORISED INVESTMENT in
         clause 1.1 of the Master Trust Deed:

         (i)      each of the investments in paragraphs (b), (d), (e), (f), (g),
                  (h), (i) and (j) of that definition must have a rating of AAA
                  (long term) or A-1+ (short term) (as the case may be) from
                  S&P, a rating of Aaa (long term) or P-1 (short term) (as the
                  case may be) from Moody's and a rating of AAA (long term) or
                  F1+ (short term) (as the case may be) from Fitch to be an
                  AUTHORISED INVESTMENT for the Trust;

         (ii)     each of the investments in paragraphs (b) and (d)-(j)
                  inclusive of that definition must mature no later than the
                  next Quarterly Payment Date following its acquisition;

         (iii)    each investment must be denominated in Australian Dollars;

         (iv)     each investment must be of a type which does not adversely
                  affect the 50% risk weighting attributed to the Notes by the
                  Bank of England (as to which the Trustee may rely on external
                  advice);

         (v)      each investment must be held by, or in the name of the Trustee
                  or its nominee;

         (vi)     sub-paragraph (i) is deleted and replaced with the following:

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                         securities which are "mortgage-backed securities"
                         within the meaning of both the Duties Act, 1997 of New
                         South Wales and the Duties Act, 2000 of Victoria.

         (vii)    sub-paragraph (j) is deleted and replaced with the following:

                         any other assets of a class of assets that are both:

                         o included within the definition "pool of mortgages"
                           under the Duties Act 1997 of New South Wales; and

                         o included within the definition of "pool of mortgages"
                           under the Duties Act 2000 of Victoria;

         (viii)   the reference to STAMP DUTIES ACT, 1920 in the last paragraph
                  of that definition is deleted and replaced with DUTIES ACT,
                  1997 and the reference to STAMPS ACT, 1958 in that paragraph
                  is deleted and replaced with DUTIES ACT, 2000.

     (b) Clause 1.1 - Authorised Signatory

         The definition of Authorised Signatory is deleted and replaced with
         the following:


                  AUTHORISED SIGNATORY in relation to any corporation means any
                  person from time to time certified in writing by two directors
                  of the corporation (or, in the case of the Trustee, by any
                  divisional manager) to be an authorised signatory of the
                  corporation, whose signature appears on such certificate and
                  which signature is certified thereon by such directors (or
                  such divisional manager) to be that person's signature(and, in
                  the case of the Trustee or the Security Trustee (as the case
                  may be), also includes any officer of the Trustee or the
                  Security Trustee (as the case may be) who has the word
                  "manager", "group executive" or "counsel" in their title).

     (c) Clause 1.1 - Cedel Bank

         (i)      The definition of Cedel Bank is deleted and the following
                  definition inserted:

                         "CLEARSTREAM, LUXEMBOURG means Clearstream Banking,
                         societe anonyme."

         (ii)     Each reference to "Cedel Bank" in:

                  (A)    paragraph (u) of the definition of EXPENSES in
                         clause 1.1; and

                  (B)    the definition of NOTEHOLDERS in clause 1.1,

                  is deleted and replaced with the words "Clearstream,
                  Luxembourg"

     (d) Clause 1.1 - Euroclear

         The definition of Euroclear is deleted and the following definition
         inserted:

                  "EUROCLEAR means Euroclear Bank S.A./N.V."

     (e) Clause 1.1 - Expenses

         For the purposes of the definition of EXPENSES in clause 1.1 of the
         Master Trust Deed, a new paragraph (w) is inserted as follows and the
         existing paragraph (w) becomes paragraph (x).

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                  "(w)   any fees and expenses payable to any Stock Exchange or
                         DTC from time to time by the Trustee;"

     (f) Clause 1.1 - Extraordinary Resolution

         For the purposes of the definition of EXTRAORDINARY RESOLUTION in
         clause 1.1 of the Master Trust Deed, that definition is deleted and
         the following definition is inserted.

                  "Extraordinary Resolution" means, in relation to:

                  (a)    any Class of A$ Noteholders subject to the provisions
                         of the Security Trust Deed:

                         (i)      a resolution passed at a meeting of that Class
                                  of A$ Noteholders duly convened and held in
                                  accordance with the provisions contained in
                                  clause 29 of this Master Trust Deed by a
                                  majority consisting of not less than 75% of
                                  the votes able to be cast by the relevant
                                  Noteholders (cast by show of hands or poll, as
                                  the case may be); or

                         (ii)     a resolution in writing under clause 29 of
                                  this Master Trust Deed signed by all
                                  Noteholders in the relevant Class of
                                  Noteholders;

                  (b)    all Noteholders means, subject to the provisions of the
                         Security Trust Deed a resolution passed, in a meeting
                         of all A$ Noteholders duly convened and held in
                         accordance with the provisions contained in clause 29
                         of this Master Trust Deed and in a meeting of Class A
                         Noteholders in accordance with the Note Trust Deed, by
                         majority consisting of not less than 75% calculated as
                         follows:

                                (A x I) + U
                                -----------
                                     T

                                Where:  A  =  the percentage of A$ Noteholders
                                              voting in favour of the
                                              resolution;

                                        I  =  the US$ Equivalent of the
                                              aggregate Invested Amount of all
                                              A$ Notes;

                                        U  =  the aggregate Invested Amount of
                                              the Class A Notes held by Class A
                                              Noteholders who voted in favour of
                                              the resolution

                                        T  =  the Total Invested Amount.

     (g) Clause 1.1 - Definitions

         For the purpose of the Trust, the following new definitions are
         inserted, in alphabetical order, in clause 1.1 of the Master Trust
         Deed:

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         APPLICATION FOR NOTES means an application for A$ Notes in the form of
         schedule 2 to the Supplementary Terms Notice or in such other form as
         may from time to time be agreed between the Trustee and the Manager.

         AUSTRACLEAR means Austraclear Limited.

         AUSTRACLEAR REGULATIONS means the regulations published by Austraclear.

         AUSTRACLEAR SYSTEM means the System as defined in the Austraclear
         Regulations.

         MARKED NOTE TRANSFER means a Note Transfer marked as in accordance with
         clause 7.15 of this Master Trust Deed.

         NOTE ACKNOWLEDGEMENT means an acknowledgement of the registration of a
         person as the holder of an A$ Note in the form set out in schedule 3 to
         this Supplementary Terms Notice or in such other form as may from time
         to time be agreed between the Trustee and the Manager.

         NOTE TRANSFER means a transfer and acceptance of A$ Notes materially in
         the form of schedule 4 to this Supplementary Terms Notice or in such
         other form as may from time to time be agreed between the Trustee and
         the Manager.

         REGISTER means in relation to a Trust, the register required to be
         maintained in accordance with clause 28 of this Master Trust Deed.

         REPRESENTATIVE means:

         (i)      in the case of any A$ Noteholder, a person appointed as a
                  proxy for that Noteholder under clause 29.9; and

         (ii)     without limiting the generality of paragraph (a), in the case
                  of an A$ Noteholder which is a body corporate, a person
                  appointed under clause 29.10 by that A$ Noteholder."

     (h) Clause 1.1 - Guaranteed Investment Contract

         For the purposes of the definition of GUARANTEED INVESTMENT CONTRACT in
         clause 1.1 of the Master Trust Deed, the words "or any equivalent
         regulations issued under the Duties Act 1997" are inserted at the end
         of that definition.

     (i) Clause 1.1 - Termination Date

         For the purpose of the definition of TERMINATION DATE in clause 1.1 of
         the Master Trust Deed, the words "and the Trustee and the Manager agree
         that no further Notes are proposed to be issued by the Trustee in
         relation to that Trust" are inserted at the end of paragraph (c)(i) of
         that definition.

     (j) Clause 4 - Notes

         For the purposes of the Trust, clause 4 in the Master Trust Deed is
         deleted and the following new clause 4 is inserted as follows.

         4.    NOTES

         4.1   ACKNOWLEDGEMENT OF INDEBTEDNESS


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               Subject to the terms of this Master Trust Deed and the
               Supplementary Terms Notice:

               (a)  each entry in the Register relating to a Trust in respect of
                    an A$ Note; and

               (b)  each Class A Note issued by a Trust,

               constitutes an independent and separate acknowledgement to the
               relevant Noteholder by the Trustee of its indebtedness as trustee
               of the Trust for the Invested Amount of that Note together with
               the other rights given to Noteholders under this Master Trust
               Deed, the Supplementary Terms Notice and the Security Trust Deed,
               and (in relation to a Class A Note) the Note Trust Deed and the
               relevant Conditions.

         4.2   LEGAL NATURE OF NOTES

               (a)  A$ Notes will be in the form of inscribed stock, and the
                    Trustee's obligations in relation to those A$ Notes and
                    under this Master Trust and this Supplementary Terms Notice
                    in respect of those A$ Notes (including any obligation to
                    pay interest or principal) will become effective on
                    inscription in the Register for the Trust under this Master
                    Trust and this Supplementary Terms Notice of the details for
                    those A$ Notes.

               (b)  Class A Notes will be in registered form in respect of
                    Book-Entry Notes and will be in bearer or registered form in
                    respect of Definitive Notes, provided that there will be no
                    bearer notes issued in the United States of America.

         4.3   TERMS OF NOTES

               (a)  All Notes issued by the Trustee as trustee of a Trust shall
                    be issued with the benefit of, and subject to, this Master
                    Trust Deed, the relevant Supplementary Terms Notice and the
                    relevant Security Trust Deed and, in relation to the Class A
                    Notes, the relevant Note Trust Deed and the relevant
                    Conditions.

               (b)  The documents referred to in paragraph (a) are binding on
                    the Manager, the Trustee, the Note Trustee, the Security
                    Trustee and the Noteholders.

         4.4   INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS

               Subject to this Master Trust Deed, the relevant Supplementary
               Terms Notice and the relevant Security Trust Deed and, in
               relation to the Class A Notes, the relevant Note Trust Deed and
               the relevant Conditions (and, in particular, subject to any such
               provisions which provide for principal losses to be charged off
               against any Notes), the Trustee as trustee of a Trust shall, in
               respect of the Notes issued by it in that capacity, pay or cause
               to be paid to the Noteholders (as relevant) of those Notes;

               (a)  (INTEREST) Interest Entitlement on each Interest Payment
                    Date; and

               (b)  (PRINCIPAL) their Principal Entitlement on each Quarterly
                    Payment Date.

         4.5   NOTES NOT INVALID IF ISSUED IN BREACH


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               No Note shall be invalid or unenforceable on the ground that it
               was issued in breach of this Master Trust Deed, the relevant
               Supplementary Terms Notice or any other Transaction Document.

         4.6   LOCATION OF A$ NOTES

               The property in the A$ Notes shall for all purposes be regarded
               as situated at the place where the Register on which those A$
               Notes are recorded is located.

         4.7   NO DISCRIMINATION BETWEEN NOTEHOLDERS

               There shall not be any discrimination or preference between Notes
               within the same Class, or the corresponding Noteholders, in
               relation to a Trust by reason of the time of issue of Notes or
               for any other reason, subject only to the Supplementary Terms
               Notice relating to the Notes, the terms of the Security Trust
               Deed (if any) relating to the Trust and (in relation to the Class
               A Notes) the relevant Note Trust Deed and the relevant
               Conditions.

         4.8   NOTE REGISTER

               In the event that any Definitive Notes are issued in registered
               form, the Trustee (or if the Trustee fails to do so, the Manager
               on behalf of the Trustee) will appoint a person to operate and
               maintain a register of those Definitive Notes in accordance with
               standard United States practice and law.

(k)  Clause 5.3 - Ranking of interest of Beneficiary

     For the purposes of clause 5.3 of the Master Trust Deed, the Trustee may
     seek and rely upon a direction from the Note Trustee as to the interests of
     the Class A Noteholders.

(l)  Clauses 6.1 and 6.6(a) - Note Issue Direction

     (i)     For the purposes of clause 6.1 of the Master Trust Deed, the Note
             Issue Direction for the Notes may be issued by the Manager on or at
             any time prior to the Note Issue Date for the Notes.

     (ii)    For the purposes of clause 6.6(a) of the Master Trust Deed, the
             certification by the Manager may occur on or at any time prior to
             the Note Issue Date for the Notes.

(m)  Clause 6.7 - Subscription Agreement

     (i)     Clause 6.7(c) of the Master Trust Deed is amended by replacing
             paragraph (i) with the following

             (i)    (TRANSACTION DOCUMENTS) entered into the Transaction
                    Documents to which it is a party in its capacity as trustee
                    of the Trust.

    (ii)     For the purposes of clause 6.7(a)(iii), the Trustee will enter into
             the Subscription Agreements.

(n)  Clause 6.8 - Action Following Note Issue

     For the purposes of the Trust, clause 6.8 of the Master Trust Deed is
     deleted and the following new clause 6.8 is inserted:

             6.8    ACTION FOLLOWING NOTE ISSUE

                    As soon as practicable after a Note Issue Date for a Trust:



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                    (a)   in relation to A$ Notes only:

                          (i)       (ENTER DETAILS IN THE REGISTER) the Trustee
                                    shall enter into the Register for that Trust
                                    in accordance with clause 28 the information
                                    required under clause 28.1;

                          (ii)      (ISSUE NOTE ACKNOWLEDGEMENT) the Trustee
                                    shall issue a Note Acknowledgement to each
                                    A$ Noteholder in respect of its holding of
                                    A$ Notes; and

                          (iii)     (ISSUE MARKED NOTE TRANSFERS) if requested
                                    by an A$ Noteholder in its Application for
                                    Notes, the Trustee shall issue a Marked Note
                                    Transfer to that A$ Noteholder; and

                    (b)   in relation to Class A Notes only, the Trustee shall
                          issue those Class A Notes in accordance with the
                          relevant Note Trust Deed and the relevant
                          Supplementary Terms Notice.

(o)  Clause 7 - Transfer of Notes

     For the purpose of this Trust, Clause 7 of the Master Trust Deed is deleted
     and the following new clause 7 is inserted:

     7.   TRANSFER OF NOTES

     7.1  NO RESTRICTIONS ON TRANSFER OF NOTES

          Subject to this Master Trust Deed and the relevant Supplementary Terms
          Notice and (in respect of the Class A Notes) the relevant Note Trust
          Deed and Conditions, there shall be no restriction on the transfer of
          Notes.

     7.2  MINIMUM TRANSFER

          (a)   An A$ Noteholder must not transfer any A$ Notes held by it
                unless:

                (i)      the amount payable by the transferee for those A$ Notes
                         is not less than A$500,000; or

                (ii)     the offer or invitation to the transferee by the A$
                         Noteholder in relation to the A$ Notes is an offer or
                         invitation that will not require disclosure under Part
                         6D.2 of the Corporations Act 2001 (Cth).

          (b)   No A$ Note has been or will be registered under the United
                States Securities Act of 1933 as amended (the SECURITIES ACT)
                and may not be offered or sold within the United States or to,
                or for the account or benefit of, US persons except in
                accordance with Regulation S under the Securities Act or
                pursuant to an exemption from the registration requirements of
                the Securities Act. Terms used in this paragraph have the
                meanings given to them by Regulation S under the Securities Act.

          (c)   No transfer may be made of any Class A Notes in circumstances
                which would require the preparation, issue and/or filing of a
                prospectus in

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                England pursuant to the Public Offers of Securities Regulations
                1995 or under any replacement or subsidiary legislation or
                regulations.

          (d)   None of the Trustee, the Manager, the Servicer, any Note
                Manager, the Note Trustee, the Security Trustee or an Approved
                Seller is liable to any Noteholder in relation to a breach by
                that Noteholder of paragraph (b).

     7.3  FORM OF TRANSFER

          Every transfer of A$ Notes shall be effected by a Note Transfer.

     7.4  EXECUTION OF NOTE TRANSFER

          Every Note Transfer shall be duly completed and executed by the
          transferor and transferee.

     7.5  STAMPING OF NOTE TRANSFER

          Every Note Transfer lodged with the Trustee shall be duly stamped (if
          applicable).

     7.6  DELIVERY OF NOTE TRANSFER TO TRUSTEE

          Every Note Transfer shall be delivered to the Trustee, together with
          the Note Acknowledgement to which it relates, for registration.

     7.7  REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER

          Subject to this clause 7, the Trustee shall, on receipt of a Note
          Transfer, enter the transferee in the Register as the holder of the A$
          Notes which are the subject of the Note Transfer.

     7.8  TRUSTEE ENTITLED TO REFUSE TO REGISTER NOTE TRANSFER

          The Trustee may refuse to register any Note Transfer which would
          result in:

          (a)       (BREACH) a contravention of or failure to observe:

                           (MASTER TRUST DEED)  the terms of this Master Trust
                           Deed;

                           (SUPPLEMENTARY TERMS NOTICE) the terms of the
                           Supplementary Terms Notice;

                           (SECURITY TRUST DEED) the terms of the Security Trust
                           Deed; or

                           (THE LAW) any law of an Australian Jurisdiction; or

          (b)       (REQUIRES REGISTRATION) an obligation to procure
                    registration of any of the above with, or the approval of
                    any of the above by, any Government Agency.

     7.9  REFUSAL TO REGISTER ABSOLUTE

          The Trustee shall not be bound to give any reason for refusing to
          register any Note Transfer and its decision shall be final, conclusive
          and binding. If the Trustee refuses to register a Note Transfer it
          shall, as soon as practicable (and in no event later than 7 days after
          the date the Note Transfer was lodged with it), send to the transferor
          and the transferee notice of such refusal.

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     7.10 NO FEE FOR REGISTRATION OF A NOTE TRANSFER

          No fee shall be charged for the registration of any Note Transfer.

     7.11 TAKING EFFECT OF NOTE TRANSFERS

          (a)       (NOTE TRANSFER NOT EFFECTIVE UNTIL REGISTRATION) A Note
                    Transfer shall not take effect until registered by the
                    Trustee and until the transferee is entered in the Register
                    as the holder of the A$ Notes which are the subject of the
                    Note Transfer, the transferor shall remain the holder of
                    those A$ Notes.

          (b)       (TRANSFER RECEIVED WHEN REGISTER CLOSED) When a Note
                    Transfer is received by the Trustee during any period when
                    the Register is closed for any purpose, the Trustee shall
                    not register the Note Transfer until the Business Day after
                    the day on which that Register is reopened.

     7.12 RIGHTS AND OBLIGATIONS OF TRANSFEREE

          Subject to this Master Trust Deed and the relevant Supplementary Terms
          Notice, a transferee of A$ Notes, on being noted in the Register as
          the holder of the A$ Notes, shall have the following rights and
          obligations:

          (a)       (THOSE OF THE TRANSFEROR) all the rights and the obligations
                    which the transferor previously had; and

          (b)       (THOSE UNDER MASTER TRUST DEED) all the rights and
                    obligations of an A$ Noteholder as provided by this Master
                    Trust Deed and the relevant Supplementary Terms Notice as if
                    the transferee was originally a party to this Master Trust
                    Deed and that Supplementary Terms Notice.

     7.13 PAYMENTS TO TRANSFEREE

          Subject to this Master Trust Deed (including clause 32.1 of the Master
          Trust Deed), on the entry of a transferee of A$ Notes in the Register,
          the transferee shall become entitled to receive any payments then due
          or which may become due to the holder of the relevant A$ Notes
          (including whether or not the entitlement to payment wholly or partly
          arose or accrued prior to the transfer and the Trustee shall be
          discharged for any such payment made to the transferee).

     7.14 TRANSMISSION OF ENTITLEMENTS

           (a)      (ELECTION) Any person becoming entitled to an A$ Note as a
                    result of the death, mental incapacity or bankruptcy of an
                    A$ Noteholder may, on producing such evidence as the Trustee
                    requires of their entitlement, elect to be either registered
                    as the A$ Noteholder in respect of the relevant A$ Notes or
                    to transfer the relevant A$ Notes to a third party in the
                    manner specified in this clause.

           (b)      (METHOD OF ELECTION) If an entitled person elects to be
                    registered as the A$ Noteholder, the person shall deliver to
                    the Trustee a notice in writing to this effect signed by the
                    person. If the person elects to have another person
                    registered he or she shall execute a Note Transfer in
                    relation to the relevant A$ Notes in favour of that other
                    person. All the provisions of

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                    this Master Trust Deed and the relevant Supplementary Terms
                    Notice relating to the transfer of A$ Notes and the
                    registration of Note Transfers shall be applicable to any
                    such notice or Note Transfer as if the death, mental
                    incapacity or bankruptcy of the A$ Noteholder had not
                    occurred and the notice or Note Transfer was a Note Transfer
                    executed by the A$ Noteholder.

           (c)      (DISCHARGE) A person entitled to A$ Notes under this clause
                    shall be entitled to receive and may give a good discharge
                    for all moneys payable in respect of such A$ Notes but,
                    except as otherwise provided by this Master Trust Deed and
                    the relevant Supplementary Terms Notice, shall not be
                    entitled to any of the rights or privileges of an A$
                    Noteholder unless and until the person is entered in the
                    Register as the holder of those A$ Notes.

     7.15 MARKED NOTE TRANSFER

           (a)      (ENTITLEMENT TO MARKING) An A$ Noteholder may from time to
                    time request the Trustee to provide the A$ Noteholder with a
                    Marked Note Transfer.

           (b)      (MARKING) The A$ Noteholder shall deliver a Note Transfer to
                    the Trustee and the Trustee shall mark the Note Transfer in
                    such manner as agreed from time to time by the Trustee and
                    the Manager and issue the same to the A$ Noteholder.

           (c)      (TRUSTEE WILL NOT REGISTER TRANSFER) Until the expiry of 90
                    days (or any substitute period as the Trustee and Manager
                    agree from time to time and as advised to A$ Noteholders)
                    from the date on which the Note Transfer was marked, the
                    Trustee shall not register any transfer of A$ Notes relating
                    to the Marked Note Transfer otherwise than on that Marked
                    Note Transfer.

           (d)      (NO EXTENSION BY CLOSING OF REGISTER) The period referred to
                    in sub-paragraph (c) shall not be extended by the closing of
                    the Register for any purpose.

           (e)      (DELIVERY) A Marked Note Transfer shall be issued to an A$
                    Noteholder by personal delivery at the time the A$
                    Noteholder attends the offices of the Trustee (or such other
                    place nominated by the Trustee) for the marking of the Note
                    Transfer by the Trustee.

     7.16 RELIANCE ON DOCUMENTS

          The Trustee shall be entitled to accept and assume the authenticity
          and genuineness of any Note Transfer or other document produced to it
          and to assume that any Note Transfer or other document produced to it
          has been duly executed. The Trustee shall not be bound to enquire into
          the authenticity or genuineness of any Note Transfer or other
          document, nor shall it incur any liability for registering any Note
          Transfer which is subsequently discovered to be a forgery

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          or otherwise defective, unless the Trustee had actual notice of such
          forgery or defect at the time of registration of such Note Transfer.

     7.17 SPECIMEN SIGNATURES

          The Trustee may (but need not) require each A$ Noteholder to submit
          specimen signatures (and in the case of a corporation may require
          those signatures to be authenticated by the secretary or director of
          such A$ Noteholder) of persons authorised to execute Note Transfers on
          behalf of such A$ Noteholder and shall be entitled to assume (until
          notified to the contrary) that such authority has not been revoked.

     7.18 NOTES LODGED WITH AUSTRACLEAR

          If A$ Notes are lodged into the Austraclear System, the Trustee shall
          enter Austraclear in the Register as the holder of those A$ Notes.
          While those A$ Notes remain in the Austraclear System:

          (a)       all payments and notices required of the Trustee and the
                    Manager in relation to those A$ Notes will be directed to
                    Austraclear; and

          (b)       all dealings (including transfers) and payments in relation
                    to those A$ Notes within the Austraclear System will be
                    governed by the Austraclear Regulations and need not comply
                    with this clause 7 to the extent of any inconsistency.

(p)  Clause 7A - Note Acknowledgement

     For the purposes of the Trust a new clause 7A is inserted in the Master
     Trust Deed as follows:

           7A.      NOTE ACKNOWLEDGEMENT

           7A.1     ISSUE OF NOTE ACKNOWLEDGEMENT

                    When a person has been entered in the Register as the holder
                    of A$ Notes, as soon as practicable (and in any event no
                    later than 5 Business Days or such shorter period specified
                    in the relevant Supplementary Terms Notice or as otherwise
                    agreed by the Trustee with the person or the Manager)
                    thereafter, the Trustee shall issue a Note Acknowledgement
                    to that person in respect of those A$ Notes. If the person
                    has been entered into the Register under a Note Transfer and
                    the transferor continues to retain a holding of A$ Notes,
                    the Trustee shall, within the same period stated above,
                    issue to the transferor a Note Acknowledgement in respect of
                    that retained holding of A$ Notes. No certificates will be
                    issued in respect of A$ Notes.

           7A.2     NOTE ACKNOWLEDGEMENT NOT CERTIFICATE OF TITLE

                    A Note Acknowledgement shall not be a certificate of title
                    as to A$ Notes and the Register shall be the only conclusive
                    evidence of the ownership of A$ Notes and the entitlements
                    under them. A Note Acknowledgement

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                    cannot be pledged or deposited as security nor can an A$
                    Note be transferred by delivery of only a Note
                    Acknowledgement.

           7A.3     EXECUTION OF NOTE ACKNOWLEDGEMENT

                    Each Note Acknowledgement shall be signed on behalf of the
                    Trustee manually, or in facsimile by mechanical or
                    electronic means, by any Authorised Signatory of the
                    Trustee. If any Authorised Signatory of the Trustee whose
                    signature appears on a Note Acknowledgement dies or
                    otherwise ceases to be an Authorised Signatory before the
                    Note Acknowledgement has been issued, the Trustee may
                    nevertheless issue the Note Acknowledgement.

           7A.4     MORE THAN ONE NOTE ACKNOWLEDGEMENT

                    If an A$ Noteholder wishes to receive more than one Note
                    Acknowledgement it shall return its Note Acknowledgement to
                    the Trustee and at the same time request in writing the
                    issue of a specified number of separate Note
                    Acknowledgements. Subject to clause 4.5, the Trustee shall
                    then cancel the original Note Acknowledgement and issue, in
                    lieu, separate Note Acknowledgements. A fee prescribed by
                    the Trustee (not exceeding $10 for each Note
                    Acknowledgement) shall be paid by the A$ Noteholder to the
                    Trustee.

           7A.5     WORN OUT, DEFACED OR LOST NOTE ACKNOWLEDGEMENT

                    If any Note Acknowledgement is worn out or defaced then, on
                    production to the Trustee, the Trustee may cancel the same
                    and may issue a new Note Acknowledgement. If any Note
                    Acknowledgement is lost or destroyed then, on proof to the
                    satisfaction of the Trustee, and on such indemnity as the
                    Trustee may consider adequate having been given, a new Note
                    Acknowledgement shall be given to the person entitled to
                    such lost or destroyed Note Acknowledgement. An entry as to
                    the issue of the new Note Acknowledgement and of the
                    indemnity (if any) shall be made in the Register. A fee
                    prescribed by the Trustee (not exceeding $10) shall be paid
                    by the person requesting the new Note Acknowledgement to the
                    Trustee.

           7A.6     JOINT HOLDINGS

                    If a single parcel of A$ Notes is held by more than one
                    person, only the person whose name stands first in the
                    Register in relation to that parcel of A$ Notes shall be
                    entitled to:

                    (a)    be issued the relevant Note Acknowledgement and, if
                           applicable, a Marked Note Transfer;

                    (b)    be given any notices; and

                    (c)    be paid any moneys due in respect of such A$ Notes.

           7A.7     DELIVERY OF NOTE ACKNOWLEDGEMENT

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                    A Note Acknowledgement may be sent to the relevant A$
                    Noteholder by mail or by personal delivery to the A$
                    Noteholder's address appearing in the Register and the Note
                    Acknowledgement so sent shall be at the risk of that A$
                    Noteholder.

(q)  Clause 8.5 - Authorised Investment

     For the purposes of Clause 8.5 of the Master Trust Deed, but subject always
     to the right of substitution under clause 8, Authorised Investments shall
     not include those investments specified in paragraphs (a) and (c) of the
     definition of Authorised Investments in the Master Trust Deed, namely:

     (i)       Loans secured by Mortgages, those Mortgages, other Related
               Securities and Receivable Rights; and

     (ii)      other Receivables, Receivable Securities and Receivable Rights
               approved by the Manager.

(r)  Clause 12.3(b) Sale Notice

     For the purposes of clause 12.3(b) of the Master Trust Deed, a Sale Notice
     may be delivered to the Trustee by the Approved Seller on or at any time
     prior to the Expiry Time.

(s)  Clause 12.5(a)(iii) - Conditions precedent to purchase

     For the purposes of clause 12.5(a)(iii) of the Master Trust Deed, the
     following is a condition precedent to the giving of a Sale Notice:

      (i)      (CERTIFIED COPIES) Certified copies of the forms of each Mortgage
               Insurance Policy, and the forms of the Receivable Agreements,
               relating to the Purchased Receivables.

(t)  Clause 12.6(a)(vii) Representations and warranties

     For the purposes of clause 12.6(a)(vii) of the Master Trust Deed, the
     Approved Seller makes the following further representations and warranties
     in relation to each Sale Notice.

     (i)       (ASSIGNABILITY) All consents required in relation to the
               assignment of the Receivables specified in the Sale Notice and
               the related Receivable Rights have been obtained. Those
               Receivables and Receivable Rights are assignable.

     (ii)      (QUALITY OF TITLE) It is the sole, legal and beneficial owner of
               the Receivables specified in the Sale Notice and the related
               Receivable Rights. Those Receivables and the related Receivable
               Rights, together with the interest of the Approved Seller under
               the Relevant Documents, are owned by it free and clear of any
               Security Interest (other than any Security Interest arising
               solely as the result of any action taken by the Trustee in
               connection with the Trust).

     (iii)     (ELIGIBLE RECEIVABLE) As at the relevant Cut-Off Date, each
               Receivable which is specified in the Sale Notice is an Eligible
               Receivable. In relation to any related Receivable Security that
               is required to be registered with any Government Agency and which
               is not registered at its Cut-Off Date, it will be registered.

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     (iv)       (RECEIVABLE SECURITIES) Each Receivable and Receivable Security
                which is specified in the Sale Notice and each Related Security
                is legally valid, binding and enforceable against the relevant
                Obligor(s) in all material respects except to the extent that it
                is affected by laws relating to creditors rights generally, or
                doctrines of equity.

     (v)        (SET OFF) Once equitably assigned to the Trustee, no Receivable
                which is specified in the Sale Notice or related Receivable
                Right will be subject to any right of rescission, set off,
                counterclaim or similar defence.

     (vi)       (COMPLIANCE WITH LAWS) At the time each Receivable and
                Receivable Security which is specified in the Sale Notice and
                each Related Security was entered into and up to and including
                the Closing Date, it complied in all material respects with
                applicable laws, including, without limitation, where the
                Consumer Credit Legislation applies, the Consumer Credit
                Legislation and the performance by the Approved Seller of its
                obligations in respect of each such Receivable, Receivable
                Security and Related Security (including without limitation, its
                variation, discharge, release, administration, servicing and
                enforcement) up to and including the Closing Date complied in
                all material respects with applicable laws including, without
                limitation, where the Consumer Credit Legislation applied, the
                Consumer Credit Legislation. (vii) (OWNERSHIP) In relation to
                each Receivable Security which is specified in the Sale Notice,
                the relevant Obligor(s) is or are the sole legal owner of the
                relevant Mortgaged Property and registered as the sole
                proprietor(s) of the relevant Mortgaged Property.

     (viii)     (INSURANCE) Each Receivable which is specified in the Sale
                Notice is the subject of a Mortgage Insurance Policy from a
                Mortgage Insurer for the scheduled term of that Receivable for
                the amount of that Receivable and which is not subject to the
                Pool Policy. The sale of each such Receivable to the Trustee is
                not contrary to the relevant Mortgage Insurance Policy. The
                Approved Seller has not done or omitted to do anything which
                might prejudicially affect or limit its rights or the rights of
                the Trustee under or in respect of a Mortgage Insurance Policy
                (including the payment of any premiums due under that Mortgage
                Insurance Policy) to the extent that those rights relate to that
                Receivable or the related Receivable Rights. On transfer to the
                Trustee of equitable title to a Purchased Receivable:

                (A)      the Trustee will have the benefit of the relevant
                         Mortgage Insurance Policy for that Receivable; and

                (B)      the Approved Seller will procure that the Trustee
                         receives evidence of each Mortgage Insurer's
                         acknowledgement of the transfer.

     (ix)       (SOLVENCY OF MORTGAGE INSURER) The Approved Seller does not have
                actual notice that any Mortgage Insurer under any Mortgage
                Insurance Policy in relation to a Receivable is insolvent or
                will be unable to pay a valid claim.

     (x)        (SOLVENCY OF OTHER INSURERS) The officers of the Approved Seller
                who have responsibility for the transactions contemplated by the
                Transaction Documents do not


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               have actual notice that any insurer under any insurance policy
               (other than a Mortgage Insurer under any Mortgage Insurance
               Policy) in relation to a Receivable is insolvent or will be
               unable to pay a valid claim.

     (xi)       (SELECTION PROCESS) There is no fraud, dishonesty, material
                misrepresentation or negligence on the part of the Approved
                Seller in connection with the selection and offer to the Trustee
                of any Receivables or related Receivable Securities which is
                specified in the Sale Notice.

     (xii)      (NO VOID TRANSACTIONS) The assignment of the Receivables which
                are specified in the Sale Notice and Receivable Rights will not
                be held by a court to be an undervalue transfer, a fraudulent
                conveyance, or a voidable preference under any law relating to
                insolvency.

     (xiii)     (SECURITY INTEREST) The sale, transfer and assignment of the
                Approved Seller's interest in the Receivables which are
                specified in the Sale Notice and the related Receivable Rights,
                will not constitute a breach of any Relevant Document or the
                Approved Seller's obligations or a default by the Approved
                Seller under any Security Interest.

     (xiv)      (RELEVANT DOCUMENTS) The Approved Seller holds in its possession
                or control all Relevant Documents that relate to the Receivables
                and the related Receivable Securities which are specified in the
                Sale Notice necessary to register and enforce the provisions of
                and the security created by the relevant Receivable Securities.

     (xv)       (SOLVENCY) The Approved Seller is solvent, is able to pay its
                debts as and when they become due and payable and has no notice
                of, nor taken any steps in relation to, any application or order
                for its winding up or the appointment of a receiver or
                liquidator to it or any of its assets.

     (xvi)      (NO RESCISSION, ETC) As at the Cut-Off Date, none of the
                Receivables and none of the Receivable Securities which are
                specified in the Sale Notice were satisfied, cancelled,
                discharged or rescinded and the Mortgaged Property relating to
                each relevant Receivable and Receivable Security had not been
                released from the security of the relevant Receivable
                Securities.

     (xvii)     (INTEREST RATE) Except as specified in a Receivable Agreement, a
                Receivable Security or the Sale Notice, and subject to
                applicable laws, the interest rate for each such Receivable is
                not subject to any limitation, no consent, additional memoranda
                or other writing is required from the relevant Obligor to give
                effect to a change in that rate and any change in that rate will
                be effective on notice being given to that Obligor in accordance
                with the terms of the relevant Receivable or Receivable
                Security.

     (xviii)    (COMPLIANCE WITH PROCEDURES) At the time each Receivable and
                each Receivable Security which is specified in the Sale Notice
                and each Related Security was entered into it complied in all
                material respects with the Approved Seller's underwriting and
                operations procedures, as agreed with the Manager.



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     (xix)      (GOOD FAITH) Each Receivable and Receivable Security which is
                specified in the Sale Notice and each Related Security was
                entered into by the Approved Seller in good faith.

     (xx)       (ORDINARY COURSE OF BUSINESS) At the time each Receivable and
                each Receivable Security which is specified in the Sale Notice
                and each Related Security was entered into, it was not purchased
                by the Approved Seller but was originated in the ordinary course
                of the Approved Seller's business.

     (xxi)      (FIRST RANKING SECURITY) In respect of each Receivable and each
                Receivable Security which is specified in the Sale Notice and
                each Related Security, the Approved Seller has taken all
                reasonably necessary steps to ensure that each related Mortgage
                complies with the applicable legal requirements to be a first
                ranking Mortgage secured over land, subject to registration in
                due course.

     (xxii)     (NO NOTICE OF BANKRUPTCY OR WINDING UP) At the time each
                Receivable and each Receivable Security which is specified in
                the Sale Notice and each Related Security was entered into at
                any time prior to the Closing Date, the Approved Seller had not
                received any notice of any insolvency, bankruptcy or liquidation
                of the Obligor(s) or any guarantors or security providers
                (except that if a Receivable is in Arrears but complies with the
                Eligibility Criteria, the fact that it is in Arrears is not in
                and of itself notice of insolvency) or any notice that any such
                person did not have the legal capacity to enter into the
                relevant Mortgage.

     (xxiii)    (NO WAIVER, ETC) As at the Cut-Off Date, none of the Receivables
                and none of the Receivable Securities which is specified in the
                Sale Notice and no Related Security had been waived or altered,
                except in writing and as part of the Relevant Documents.

     (xxiv)     (INFORMATION ON RECEIVABLES) All information provided by the
                Approved Seller to the Trustee in connection with the
                Receivables, the Receivable Securities and the Related
                Securities was, when given, true and accurate in all material
                respects and not misleading or deceptive and did not omit to
                state a material fact necessary in order to make the statements
                therein in light of the circumstances in which they were made
                not misleading or deceptive.

     (xxv)      (NO KNOWLEDGE OF ADVERSE EVENT) As at the Cut-Off Date, the
                Approved Seller was not aware of any circumstance or event that
                may materially and adversely affect:

                (A)      the value or enforceability of any Receivable,
                         Receivable Security or Related Security; or

                (B)      the ability of the Approved Seller to perform its
                         obligations under the Transaction Documents.

     (xxvi)     (FAIR CONSIDERATION) The Approved Seller regards the
                consideration paid for the Receivables specified in the Sale
                Notice as fair and equals the outstanding principal of the
                Receivables on the Closing Date (plus or minus $1,000).

     (xxvii)    (NO BREACH OF OBLIGATIONS) The Approved Seller is not in breach
                of any obligation or agreement which has had or may have a
                Material Adverse Effect.

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     (xxviii)   (DEPOSIT ACCOUNT) If the Approved Seller has required an Obligor
                to establish a deposit account with it in relation to a
                Receivable, the Approved Seller has done so for administrative
                convenience only.

     (xxix)     (WAIVER OF SET-OFF) The Approved Seller's standard form of
                Receivable Agreement includes a clause to the effect that the
                relevant Obligor waives all rights of set-off as between the
                Obligor and the Approved Seller.

     (xxx)      (AUSTRALIAN DOLLARS) Each Receivable is, at the Closing Date,
                denominated and payable only in Australian dollars in Australia.

(u)  Clause 12.6(d)(ii) - Offer and acceptance

     Clause 12.6(d)(ii) of the Master Trust Deed is amended by:

     (i)        deleting to the satisfaction of the Manager and the Trustee and
                inserting (if capable of remedy to the satisfaction of the
                Manager and the Trustee);

     (ii)       replacing "." at the end of sub-clause (G) with "; and"; and

     (iii)      inserting a new sub-clause (H) as follows:

                (H)      the Approved Seller shall indemnify the Trustee from
                         and against any and all damages, losses, claims,
                         liabilities and related costs and expenses including
                         legal costs and expenses on a full indemnity basis that
                         the Trustee may sustain or incur under the Consumer
                         Credit Legislation as a direct or indirect consequence
                         of a breach of the Approved Seller's representation and
                         warranty under clause 6.2(h)(vi) of the Supplementary
                         Terms Notice, together with any relevant break costs
                         for which the Trustee is liable in relation to the
                         prepayment of any Hedge Agreement for the Trust.

(v)  Clause 12.6(d)(v) - Limit on damages

     Clause 12.6(d)(v) of the Master Trust Deed is amended by adding the
     following after the word "damages" in the last line:

                except for a breach of the Approved Seller's representation and
                warranty under clause 6.2(h)(vi) of the Supplementary Terms
                Notice where, in addition, the Approved Seller will indemnify
                the Trustee from and against any and all damages, losses,
                claims, liabilities and related costs and expenses including
                legal costs and expenses on a full indemnity basis the Trustee
                may sustain or incur under the Consumer Credit Legislation as a
                direct or indirect consequence of that breach.

(w)  Clause 12.7(a)(i) - Approved Seller Undertakings

     For the purposes of clause 12.7(a)(i) of the Master Trust Deed, the
     Approved Seller provides the following further undertaking:

     (i)        (MORTGAGE INSURANCE POLICY REQUIREMENTS) it will do, or refrain
                from doing, at the direction of the Trustee or the Manager, such
                acts and things as may be required under the relevant Mortgage
                Insurance Policy which may only be done or not done (as the case
                may be) by a credit provider for the purposes of the Consumer
                Credit Legislation.

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(x)  Clause 14.9 - Accounting for moneys received

     Clause 14.9(a) of the Master Trust Deed shall be replaced by the following:

               The Manager will pay to, or to an account of the Trustee, within
               2 Business Days of receipt, all moneys coming into its hands
               belonging to the Trust or payable to the Trust.

(y)  Clause 14.10 - Reuters

     The Manager may prepare and arrange for the publication by Reuters (or
     another customary electronic medium) of summary pool performance data for
     the Trust in a format similar to that used by other mortgage-backed
     securities or asset-backed securities (as the case may be) in the
     Australian market. If it does, the Manager shall provide a copy of the
     report as soon as practicable after preparation to the Designated Rating
     Agencies. The report shall include a statement agreed between the Manager
     and the Trustee summarising the extent of the Trustee's liability under the
     Trust.

(z)  Clause 14.20 - Additional Covenants by Manager

     For the purposes of clause 14.20 of the Master Trust Deed, the Manager
     shall also:

     (i)        (FILING) make all filings which the Manager is actually aware
                are required in connection with the Trust or the Assets of the
                Trust with any Governmental Agency in any jurisdiction;

     (ii)       (COMPLY WITH OBLIGATIONS AND LAWS) promptly comply with all
                other duties and obligations imposed on the Manager by the
                Transaction Documents in relation to the Trust and comply with
                all relevant material laws in the relevant jurisdiction in
                carrying out such duties and obligations;

     (iii)      (NOTIFICATION TO DESIGNATED RATING AGENCIES) notify the
                Designated Rating Agencies that a Class of Notes has been fully
                and finally redeemed when the aggregate Invested Amount of that
                Class of Notes has been reduced to zero; and

     (iv)       (STEP-UP MARGIN) if a Step-Up Margin applies to any Note under
                clause 4.9, not direct the Trustee to enter into or extend a
                Transaction under an Interest Hedge (as defined in the relevant
                Interest Hedge) unless the Manager is of the opinion that the
                amounts payable by the provider of that Interest Hedge to the
                Trustee in relation to the Transaction are calculated with
                reference to that Step-Up Margin.

(aa) Clause 16.1(c) - Retirement by Manager

     Clause 16.1(c) of the Master Trust Deed shall be amended by replacing the
     words fraud, negligence or wilful default in the second last and last lines
     with the words breach of contract.

(bb) Clause 16.4 - Voluntary Retirement

     For the purposes of this Trust, clause 16.4 of the Master Trust Deed is
     amended by deleting the number "120" and replacing it with the number "90".

(cc) Clause 16.6 - Trustee to act as Manager if no successor appointed

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     Clause 16.6 of the Master Trust Deed shall be replaced with the following:

     (a)        When a notice is given under clause 16.4 of this Master Trust
                Deed, the Trustee shall be entitled to appoint some other
                corporation to be the Manager of the Trust on any terms the
                Trustee sees fit (including the amount of Manager's Fee that
                would be payable to the replacement Manager at market rates)
                provided that the terms of that appointment will not have an
                adverse affect on the ratings of the Notes.

     (b)        Subject to paragraph (c) below, until a replacement Manager is
                appointed under paragraph (a) above, the Manager must continue
                to act as Manager and be entitled to the Manager's Fee while so
                acting.

     (c)        If a replacement Manager is not appointed at the end of the
                period of notice specified in a notice given under clause 16.4
                of this Master Trust Deed:

                (i)      the Trustee must itself perform the obligations and
                         functions which this Deed contemplates being performed
                         by the Manager, until a successor Manager is appointed
                         in accordance with this Deed and be entitled to the
                         Manager's Fee while so acting; and

                (ii)     the resignation of the Manager will become effective.

(dd) Clause 17.2

     For the purposes of this Trust clause 17.2 of the Master Trust Deed, the
     following new paragraph (z) is inserted and the existing paragraph (z)
     becomes paragraph (aa).

          (CLEARING SYSTEMS) to lodge Notes, or arrange for Notes to be lodged,
          with DTC, or a depository for DTC; and

(ee) Clause 18.3 - To act honestly, diligently and prudently

     Clause 18.3 of the Master Trust Deed is amended by:

          (A)       replacing "." at the end of paragraph (j) with "; and"; and

          (B)       inserting a new sub-clause (k) as follows:

                    (REMOVAL OF THE TRUSTEE'S AGENTS OR DELEGATES) as soon as
                    practicable in any event within 45 days' notice from the
                    Manager to do so, remove any agent or delegate of the
                    Trustee that breaches any obligation or duty imposed on the
                    Trustee under this Master Trust Deed or any other
                    Transaction Document in relation to the Trust provided that
                    the Manager reasonably believes such breach will have a
                    Material Adverse Effect.

(ff) Clause 21.1 - Opening of bank accounts

     For the purposes of this Trust, clause 21.1(d) of the Master Trust Deed is
     amended by:

     (i)        adding the words other than a Collection Account after the words
                "if an Account" in line 1 of that clause; and

     (ii)       adding the following new clause 21.1(e):

                (E)      (CHANGE BANK ACCOUNTS) If a Collection Account is held
                         with a Bank which ceases to be an Approved Bank then
                         the Manager must direct the

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                         Trustee to, and the Trustee shall, as soon as
                         practicable, and in any event, within 2 days of receipt
                         of actual notice of that cessation;

                         (i)     commence opening an account with an Approved
                                 Bank (the NEW COLLECTION ACCOUNT); and

                         (ii)    commence transferring funds standing to the
                                 credit of the Collection Account to the New
                                 Collection Account,

                         and as soon as practicable (and in any event within 5
                         Business Days of receipt of actual notice of that
                         cessation) ensure that all funds standing to the credit
                         of the Collection Account have been transferred to the
                         New Collection Account.

               (f)       The Servicer shall do all things necessary to assist
                         the Manager and the Trustee to comply with their
                         obligations under this clause 21.1.

(gg) Clause 23.9 - No responsibility for Servicer

     Clause 23.9 of the Master Trust Deed shall be amended by replacing the
     words the fraud, negligence or wilful default of in the second last line
     with the words "a breach of contract by."

(hh) Clause 28 - Asset Register

     For the purposes of this Trust clause 28 of the Master Trust Deed is
     deleted and a new clause 28 inserted as follows:

     28.       THE REGISTER

               28.1      DETAILS TO BE KEPT ON REGISTER

                         The Trustee shall keep or cause to be kept a register
                         with respect to the Trust, on which shall be entered:

                         (a)  the following information relating to the Trust:

                              (i)      (NAME) the name of the Trust;

                              (ii)     (CREATION) the date of the creation of
                                       the Trust;

                         (b)  the following information relating to each A$ Note
                              issued in relation to the Trust:

                              (iii)    (CLASS) the Class of that A$ Note;

                              (iv)     (NOTE ISSUE DATES) its Note Issue Date;

                              (v)      (INITIAL INVESTED AMOUNT) the total
                                       Initial Invested Amount of all A$ Notes
                                       of the same Class and the total Initial
                                       Invested Amount of all A$ Notes;

                              (vi)     (INVESTED AMOUNT) its Invested Amount
                                       from time to time;

                              (vii)    (STATED AMOUNT) its Stated Amount from
                                       time to time;

                              (viii)   (SUPPLEMENTARY TERMS) details of any
                                       supplementary terms applicable to it;

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                              (ix)     (DATE OF ENTRY) the date on which a
                                       person was entered as the holder of that
                                       A$ Note;

                              (x)      (DATE OF CESSATION) the date on which a
                                       person ceased to be a holder of that A$
                                       Note;

                              (xi)     (DETAILS) where applicable, Payment
                                       Dates, Principal Amortisation Dates,
                                       Maturity Dates and Margin on that A$
                                       Note; and

                              (xii)    (PAYMENTS) a record of each payment made
                                       in respect of that A$ Note, and

                         (c)  the following information relating to each A$
                              Noteholder:

                              (xiii)   (DETAILS OF NOTEHOLDERS) that A$
                                       Noteholder's name and address;

                              (xiv)    (NUMBER OF A$ NOTES) the number of A$
                                       Notes in each Class held by that A$
                                       Noteholder;

                              (A)      (NOTE ACKNOWLEDGEMENT) the serial number
                                       of each Note Acknowledgement issued to
                                       that A$ Noteholder and the number and
                                       Class of the A$ Notes to which that Note
                                       Acknowledgement relates;

                              (B)      (ACCOUNT) the account to which any
                                       payments due to that A$ Noteholder are to
                                       be made (if applicable);

                              (C)      (TAX FILE NUMBER) a record of whether the
                                       Trustee has or has not received the tax
                                       file number (TFN), ABN or reason for TFN
                                       exemption, in respect of that A$
                                       Noteholder; and

                              (D)      (ADDITIONAL INFORMATION) such other
                                       information as:
                                       (i)    is required by the Supplementary
                                              Terms Notice;
                                       (ii)   the Trustee considers necessary or
                                              desirable; or
                                       (iii)  the Manager reasonably requires.

               28.2      ASSET REGISTER

                         The Trustee shall keep or cause to be kept an asset
                         register with respect to the Trust, in which shall be
                         entered the Authorised Investments and other Assets of
                         the Trust (other than Purchased Receivables and the
                         related Receivable Rights) entered into the relevant
                         asset register on an individual basis.

               28.3      PLACE OF KEEPING REGISTER, COPIES AND ACCESS

                         The Register shall be:

                         (A)     (PLACE KEPT) kept at the Trustee's principal
                                 office in Sydney or at such place as the
                                 Trustee and the Manager may agree;

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                         (B)     (ACCESS TO MANAGER AND AUDITOR) open to the
                                 Manager and the Auditor of the Trust to which
                                 it relates to inspect during normal business
                                 hours;

                         (c)     (INSPECTION BY A$ NOTEHOLDERS) open for
                                 inspection by A$ Noteholders during normal
                                 business hours but only in respect of
                                 information relating to that A$ Noteholder or
                                 the Class of A$ Notes in respect of which that
                                 A$ Noteholder is a Noteholder; and

                         (d)     (NOT FOR COPYING) unavailable to be copied by
                                 any person (other than the Manager) except in
                                 compliance with such terms and conditions (if
                                 any) as the Manager and Trustee in their
                                 absolute discretion nominate from time to time.

               28.4      DETAILS ON REGISTER CONCLUSIVE

                         (A)     (RELIANCE ON REGISTER) The Trustee shall be
                                 entitled to rely on the Register in clause 28.1
                                 as being a correct, complete and conclusive
                                 record of the matters set out in it at any time
                                 and whether or not the information shown in the
                                 Register is inconsistent with any other
                                 document, matter or thing.

                         (B)     (NO TRUSTS ETC) The Trustee shall not be
                                 obliged to enter on the Register notice of any
                                 trust, Security Interest or other interest
                                 whatsoever in respect of any Note and the
                                 Trustee shall be entitled to recognise person
                                 named in the Register as the A$ Noteholder and
                                 the absolute owner of relevant A$ Notes and the
                                 Trustee shall not be bound or affected by any
                                 trust affecting the ownership of any A$ Note
                                 unless ordered by a court or required by
                                 statute.

                         (C)     (REGISTER NOT TO BE SIGNED) The Trustee shall
                                 ensure that it does not sign or otherwise
                                 execute any entry in a Register.

               28.5      CLOSING OF REGISTER

                         The Trustee may:

                         (a)     without prior notice to any Noteholder close
                                 the Register established under clause 28.1:

                                   (i)  in relation to all A$ Notes, each period
                                        from the close of business (Sydney time)
                                        on the Business Day preceding each
                                        Payment Date in respect of such A$ Notes
                                        to close of business on that Payment
                                        Date; or

                                   (ii) when required for the Auditor to conduct
                                        any audit in relation to the Trust; or

                         (b)     with prior notice to each A$ Noteholder, close
                                 the Register for other periods not exceeding 30
                                 days (or such other period of time as agreed
                                 between the Trustee and the Manager, with the


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                                 approval of an Extraordinary Resolution of the
                                 relevant Class of A$ Noteholders), in
                                 aggregate, in any calendar year.

               28.6      ALTERATION OF DETAILS ON REGISTER

                         On the Trustee being notified of any change of name or
                         address or payment or other details of any A$
                         Noteholder by that A$ Noteholder, the Trustee shall
                         alter the Register accordingly, as soon as reasonably
                         practicable (and in any event within 5 Business Days of
                         receipt of that notice).

               28.7      CERTIFICATION OF REGISTER

                         If:

                         (a)     an entry is omitted from the Register;

                         (b)     an entry is made in the Register otherwise than
                                 in accordance with the Master Trust Deed or
                                 this Supplementary Terms Notice;

                         (c)     an entry wrongly exists in the Register;

                         (d)     there is an error, omission, misdescription or
                                 defect in any entry in the Register; or

                         (e)     default is made or unnecessary delay takes
                                 place in entering in the Register that any
                                 person has ceased to be the holder of any A$
                                 Notes, the Trustee shall rectify the same upon
                                 becoming aware of it.

               28.8      CORRECTNESS OF REGISTER

                         Neither the Manager nor the Trustee shall be liable for
                         any mistake in the Register or in any purported copy
                         except to the extent that the mistake is attributable
                         to its fraud, negligence or breach of trust.

               28.9      MANAGER MUST PROVIDE INFORMATION

                         The Manager must provide the Trustee and any person
                         appointed in accordance with clause 28.10 with such
                         information as the Trustee or that other person may
                         reasonably require to maintain the Register.

               28.10     THIRD PARTY REGISTRAR

                         The Trustee may cause the Register to be maintained by
                         a third party on its behalf and require that person to
                         discharge the Trustee's obligations under the Master
                         Trust Deed and this Supplementary Terms Notice in
                         relation to the Register.

(ii) Clause 29 - Meetings of Noteholders

     For the purposes of the Trust, clause 29 of the Master Trust Deed is
     deleted and a new clause 29 inserted as follows:

               29.1     CLASS A NOTEHOLDERS

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                         (a)     Any proposal requiring the consent of Class A
                                 Noteholders will be determined in accordance
                                 with the Note Trust Deed.

                         (b)     The provisions of this clause 29, other than
                                 this clause 29.1, shall not apply to Class A
                                 Notes.

               29.2      CONVENING OF MEETINGS BY TRUSTEE AND MANAGER

                         (a)     The Trustee or the Manager may at any time
                                 convene a meeting of the A$ Noteholders or of a
                                 Class or Classes of A$ Noteholders.

                         (b)     A$ Noteholders, who together hold A$ Notes with
                                 an aggregate Invested Amount of not less than
                                 20% of the total Invested Amounts of all A$
                                 Notes in the relevant Class or Classes or
                                 Notes, may at any time convene a meeting of the
                                 relevant Class or Classes of A$ Noteholders (as
                                 the case may be).

               29.3      NOTICE OF MEETINGS

                         (a)     (PERIOD OF NOTICE) Subject to clause 29.3(b) at
                                 least 7 days' notice (inclusive of the day on
                                 which the notice is given and of the day on
                                 which the meeting is held) of a meeting of a
                                 Class or Classes of A$ Noteholders (as the case
                                 may be) shall be given to all A$ Noteholders in
                                 the relevant Class or Classes of A$
                                 Noteholders.

                         (b)     (SHORT NOTICE) Notwithstanding clause 29.3(a),
                                 if it is so agreed by a majority in number of
                                 the Class or Classes of A$ Noteholders (as the
                                 case may be) (as the case may be) having the
                                 right to attend and vote at a meeting, being a
                                 majority that together hold at least 95% of the
                                 then outstanding A$ Notes in the relevant Class
                                 or Classes of A$ Notes, a resolution may be
                                 proposed and passed at a meeting of which less
                                 than 7 days' notice has been given.

                         (c)     (FAILURE TO GIVE NOTICE) The accidental
                                 omission to give notice to or the non-receipt
                                 of notice by a Noteholder shall not invalidate
                                 the proceedings at any meeting.

                         (d)     (COPIES) A copy of a notice convening a meeting
                                 shall be given by the Trustee or the Manager
                                 (whichever is convening the meeting) to the
                                 other, and also to the Beneficiary and the
                                 Designated Rating Agencies. Failure to give
                                 such a notice in accordance with this clause
                                 shall invalidate the meeting unless the party
                                 who has not received the notice waives the
                                 invalidation.

                         (e)     (METHOD OF GIVING NOTICE) Notice of a meeting
                                 shall be given in the manner provided in this
                                 deed.


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                         (f)     (CONTENTS OF A NOTICE) Notice of a meeting of
                                 any Class or Classes of A$ Noteholders shall
                                 specify:

                                 (i)    (TIME ETC) the day, time and place of
                                        the proposed meeting;

                                 (ii)   (AGENDA) the agenda of the business to
                                        be transacted at the meeting;

                                 (iii)  (PROPOSED RESOLUTION) the terms of any
                                        proposed resolution;

                                 (iv)   (CLOSING OF REGISTER) that the persons
                                        appointed to maintain the relevant
                                        Register, for the purpose of determining
                                        those entitled to attend, may not
                                        register any Note Transfer relating to
                                        A$ Notes in the relevant Class or
                                        Classes for the period of 2 Business
                                        Days prior to the meeting;

                                 (v)    (APPOINTMENT OF PROXIES) that
                                        appointments of proxies must be lodged
                                        no later than 24 hours prior to the time
                                        fixed for the meeting; and

                                        (ADDITIONAL INFORMATION) such additional
                                        information as the person giving the
                                        notice thinks fit.

               29.4      CHAIRPERSON

                         The Trustee may nominate a person to be chairperson of
                         a meeting which has been convened by the Trustee or the
                         Manager. The chairperson need not be an A$ Noteholder
                         and may be a representative of the Trustee. If such a
                         person is not present or is present but unwilling to
                         act, then the relevant Class or Classes of A$
                         Noteholders (as the case may be) present may choose an
                         A$ Noteholder to be the chairperson.

               29.5      QUORUM

                         At any meeting any two or more persons present in
                         person being either of the relevant Class or Classes of
                         A$ Noteholders (as the case may be) or a
                         Representative, holding or representing, A$ Notes in
                         the relevant Class, with an aggregate Invested Amount
                         of not less than 75% of the Invested Amounts of all A$
                         Notes outstanding in that Class shall form a quorum for
                         the transaction of business and no business (other than
                         the choosing of a chairperson) shall be transacted at
                         any meeting unless the requisite quorum is present at
                         the commencement of business.

               29.6     ADJOURNMENT

                         (a)     (QUORUM NOT PRESENT) If within 15 minutes from
                                 the time appointed for any meeting a quorum is
                                 not present, the meeting shall stand adjourned
                                 (unless the Trustee agrees that it be
                                 dissolved) for such period, not being less than
                                 7 days nor more than 42 days, as may be
                                 appointed by the chairperson. At such

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                                 adjourned meeting two or more persons present
                                 in person being either of the relevant Class or
                                 Classes of A$ Noteholders (as the case may be)
                                 or a Representative, holding or representing,
                                 A$ Notes in the relevant Class, with an
                                 aggregate Invested Amount of not less than 50%
                                 of the Invested Amounts of all A$ Notes
                                 outstanding in that Class shall form a quorum
                                 and shall have the power to pass any resolution
                                 and to decide on all matters which could
                                 properly have been dealt with at the meetings
                                 from which the adjournment took place had a
                                 quorum been present at such meeting.

                         (b)     (ADJOURNMENT OF MEETING) The chairperson may
                                 with the consent of (and shall if directed by)
                                 any meeting adjourn the same from time to time
                                 and from place to place but no business shall
                                 be transacted at any adjourned meeting except
                                 business which might lawfully have been
                                 transacted at the meeting from which the
                                 adjournment took place.

                         (c)     (NOTICE OF ADJOURNED MEETING) At least 5 days'
                                 notice of any meeting adjourned through want of
                                 a quorum shall be given in the same manner as
                                 for the original meeting and such notice shall
                                 state the quorum required at such adjourned
                                 meeting. It shall not, however, otherwise be
                                 necessary to give any notice of an adjourned
                                 meeting.

               29.7      VOTING PROCEDURE

                         (a)     (SHOW OF HANDS) Every resolution submitted to a
                                 meeting shall be decided in the first instance
                                 by a show of hands and, in case of equality of
                                 votes, the chairperson shall both on a show of
                                 hands and on a poll have a casting vote in
                                 addition to the vote or votes (if any) to which
                                 he or she may be entitled as an A$ Noteholder
                                 or as a Representative.

                         (b)     (DECLARATION) At any meeting, unless a poll is
                                 (before or on the declaration of the result of
                                 the show of hands) demanded, a declaration by
                                 the chairperson that a resolution has been
                                 carried by a particular majority or lost or not
                                 carried by any particular majority is
                                 conclusive evidence of the fact without proof
                                 of the number or proportion of the votes
                                 recorded in favour of or against such
                                 resolution.

                         (c)     (POLL) If at any meeting a poll is demanded by
                                 the chairperson, the Trustee or the Manager or
                                 by one or more persons being either of the
                                 relevant Class or Classes of A$ Noteholders (as
                                 the case may be) or a Representative, holding
                                 or representing, A$ Notes in the relevant
                                 Class, with an aggregate Invested Amount of not
                                 less than 2% of the Invested Amounts of all A$
                                 Notes outstanding in that Class, it shall be
                                 taken in such manner and

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                                 (subject to this clause) either at once or
                                 after such an adjournment as the chairperson
                                 directs and the result of such poll shall be
                                 deemed to be the resolution of the meeting at
                                 which the poll was demanded as at the date of
                                 the taking of the poll. The demand for a poll
                                 shall not prevent the continuance of the
                                 meeting for the transaction of any business
                                 other than the question on which the poll has
                                 been demanded. The demand for a poll may be
                                 withdrawn.

                         (d)     (NO ADJOURNMENT) Any poll demanded at any
                                 meeting on the election of a chairperson or on
                                 any question of adjournment shall be taken at
                                 the meeting without adjournment.

                         (e)     (VOTES) Subject to clause 29.7(a), at any
                                 meeting:

                                 (i)    on a show of hands, every person present
                                        being an A$ Noteholder in respect of the
                                        relevant Class or Classes of A$ Notes
                                        holding, or being a Representative
                                        holding or representing, then
                                        outstanding $A Notes of the relevant
                                        Class or Classes (as the case may be)
                                        shall have one vote; and

                                 (ii)   on a poll, every person present shall
                                        have one vote for each $A Note of the
                                        relevant Class or Classes (as the case
                                        may be) then outstanding that he or she
                                        holds or in respect of which he or she
                                        is a Representative as stated in the
                                        relevant Register at the date the
                                        notices are dispatched to the relevant
                                        A$ Noteholders for the meeting.

                                 Any person entitled to more than one vote need
                                 not use all his or her votes or cast all his or
                                 her votes to which he or she is entitled in the
                                 same way.

               29.8      RIGHT TO ATTEND AND SPEAK

                         The Trustee, the Manager and the relevant Beneficiary
                         (through their respective representatives) and their
                         respective financial and legal advisers shall be
                         entitled to attend and speak at any meeting of the A$
                         Noteholders or any Class (as the case may be). No
                         person shall otherwise be entitled to attend or vote at
                         any meeting of the A$ Noteholders or any Class (as the
                         case may be) unless he or she holds outstanding A$
                         Notes of the relevant Class or is a Representative
                         holding , or representing the holder of, A$ Notes of
                         the relevant Class.

               29.9      APPOINTMENT OF PROXIES

                         (a)     (REQUIREMENTS) Each instrument appointing a
                                 proxy shall be in writing and, together (if so
                                 required by the Trustee) with proof
                                 satisfactory to the Trustee of its due
                                 execution, shall be deposited at the registered
                                 office of the Trustee or at such other

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                                 place as the Trustee shall designate or approve
                                 not less than 24 hours before the time
                                 appointed for holding the meeting or adjourned
                                 meeting at which the named proxy proposes to
                                 vote and in default, the instrument or proxy
                                 shall be treated as invalid unless the
                                 chairperson of the meeting decides otherwise
                                 before such meeting or adjourned meeting
                                 proceeds to business. A notarially certified
                                 copy proof (if applicable) of due execution
                                 shall if required by the Trustee be produced by
                                 the proxy at the meeting or adjourned meeting
                                 but the Trustee shall not be obliged to
                                 investigate or be concerned with the validity
                                 of the instrument, or the authority of, the
                                 proxy named in any such instrument. Any person
                                 may act as a proxy whether or not that person
                                 is an A$ Noteholder.

                         (b)     (PROXY REMAINS VALID) Any vote given in
                                 accordance with the terms of an instrument of
                                 proxy conforming with clause 29.9(a) shall be
                                 valid notwithstanding the previous death or
                                 insanity of the principal, revocation or
                                 amendment of the proxy or of any of the A$
                                 Noteholder's instructions under which it was
                                 executed, so long as no intimation in writing
                                 of such death, insanity, revocation or
                                 amendment is received by the Trustee at its
                                 registered office or by the chairperson of the
                                 meeting in each case not less than 24 hours
                                 before the commencement of the meeting or
                                 adjourned meeting at which the proxy is used.

               29.10     CORPORATE REPRESENTATIVES

                         A person authorised under section 250D of the
                         Corporations Act 2001 (Cth), by an A$ Noteholder being
                         a body corporate, to act for it at any meeting shall,
                         in accordance with his or her authority until his or
                         her authority is revoked by the body corporate
                         concerned, be entitled to exercise the same powers on
                         behalf of that body corporate as that body corporate
                         could exercise if it were an individual A$ Noteholder
                         and shall be entitled to produce evidence of his or her
                         authority to act at any time before the time appointed
                         for the holding of or at the meeting or adjourned
                         meeting or for the taking of a poll at which he
                         proposes to vote.


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               29.11     RIGHTS OF REPRESENTATIVES

                         A Representative of an A$ Noteholder shall have the
                         right to demand or join in demanding a poll and shall
                         (except and to the extent to which the Representative
                         is specially directed to vote for or against any
                         proposal) have power generally to act at a meeting for
                         that A$ Noteholder. The Trustee, the Manager and any
                         officer of the Trustee and the Manager may be appointed
                         a Representative.

               29.12     POWERS OF A MEETING OF A$ NOTEHOLDERS

                         (a)     (POWERS) Subject to the Security Trust Deed
                                 (and in particular any power of the Note
                                 Trustee to override the decisions of either or
                                 both of the Class B Noteholders and the Class C
                                 Noteholders), a meeting of all or any Class A$
                                 Noteholders shall, without prejudice to any
                                 rights or powers conferred on other persons by
                                 the Transaction Documents, only have power to
                                 do the following exercisable by Extraordinary
                                 Resolution:

                                 (i)    to sanction any action that the Trustee,
                                        the Manager or the relevant Servicer
                                        proposes to take to enforce the
                                        provisions of any Transaction Document;

                                 (ii)   to sanction any proposal by the Manager,
                                        the Trustee or the relevant Servicer for
                                        any modification, abrogation, variation
                                        or compromise of, or arrangement in
                                        respect of, the rights of the relevant
                                        Class or Classes of A$ Noteholders
                                        against the Trustee, the Manager, an
                                        Approved Seller or the relevant Servicer
                                        whether such rights arise under any
                                        Transaction Document or otherwise;

                                 (iii)  to sanction the exchange or substitution
                                        of the relevant Class or Classes of A$
                                        Notes for, or the conversion of the
                                        relevant Class or Classes of A$ Notes
                                        into, other obligations or securities of
                                        the Trustee or any other body corporate
                                        formed or to be formed;

                                 (iv)   under clause 33.2 of the Master Trust
                                        Deed, to consent to any alteration,
                                        addition or modification of any
                                        Transaction Document which shall be
                                        proposed by the Trustee or the Manager;

                                 (v)    to discharge or exonerate the Trustee,
                                        the Manager, an Approved Seller or the
                                        relevant Servicer from any liability in
                                        respect of any act or omission for which
                                        it may become responsible under any
                                        Transaction Document;

                                 (vi)   to authorise the Trustee, the Manager,
                                        the relevant Servicer or any other
                                        person to concur in and execute

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                                        and do all such documents, acts and
                                        things as may be necessary to carry out
                                        and give effect to any Extraordinary
                                        Resolution; and

                                 (vii)  to exercise any other power expressly
                                        granted under the Supplementary Terms
                                        Notice.

                         (b)     (NO POWER) No meeting of the Class A$
                                 Noteholders shall have power to, nor shall any
                                 resolution submitted to the meeting propose or
                                 have the effect of:

                                 (i)    removing the Servicer or the Manager
                                        from office;

                                 (ii)   interfering with the management of the
                                        Trust;

                                 (iii)  winding up or terminating the Trust
                                        (except as contemplated by clause
                                        29.12(a)(vii));

                                 (iv)   altering the Authorised Investments of
                                        the Trust;

                                 (v)    amending any Transaction Document
                                        (except as contemplated by clause
                                        29.12(a)); or

                                 (vi)   altering the Interest Payment Dates,
                                        Principal Payment Dates, Interest,
                                        Principal Entitlements or the other
                                        terms of the Supplementary Terms Notice
                                        (subject to clause 29.12(a)(iii)).

               29.13     EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS

                         An Extraordinary Resolution passed at a meeting of any
                         Class or Classes of A$ Noteholders duly convened and
                         held in accordance with this deed shall be binding on
                         all of the relevant Class or Classes of A$ Noteholders
                         whether or not present at such meeting. Each such A$
                         Noteholder, the Trustee and the Manager shall be bound
                         to give effect to that resolution accordingly.

               29.14     MINUTES AND RECORDS

                         Minutes of all resolutions and proceedings at every
                         meeting of any Class of A$ Noteholders shall be made
                         and duly entered in the books to be from time to time
                         provided for that purpose by the Trustee and any such
                         minutes purporting to be signed by the chairperson of
                         the meeting at which such resolutions were passed or
                         proceedings transacted or by the chairperson of the
                         next succeeding meeting of that Class of A$ Noteholders
                         shall be conclusive evidence of those matters and until
                         the contrary is proved every such meeting in respect of
                         the proceedings of which minutes have been made and
                         signed shall be deemed to have been duly convened and
                         held and all resolutions passed or proceedings
                         transacted at such meeting to have been duly passed and
                         transacted.

               29.15     WRITTEN RESOLUTIONS

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                         Notwithstanding the preceding provisions of this clause
                         29, a resolution of a Class or Classes of A$
                         Noteholders (including an Extraordinary Resolution) may
                         be passed, without any meeting or previous notice being
                         required, by an instrument or instruments in writing
                         which has or have:

                         (a)     in the case of a resolution (including an
                                 Extraordinary Resolution) of the relevant Class
                                 or Classes of A$ Noteholders (as the case may
                                 be), been signed by all of the A$ Noteholders
                                 in the relevant Class or Classes of Class A$
                                 Noteholders; and

                         (b)     any such instrument shall be effective on
                                 presentation to the Trustee for entry in the
                                 records referred to in clause 29.14.

               29.16     FURTHER PROCEDURES FOR MEETINGS

                         Subject to all other provisions contained in this deed,
                         the Trustee may, without the consent of any A$
                         Noteholders, prescribe such further regulations
                         regarding the holding of any meetings of any or all
                         Classes of A$ Noteholders and attendance and voting at
                         such meetings as the Trustee may, with the agreement of
                         the Manager, determine including particularly (but
                         without prejudice to the generality of the above) such
                         regulations and requirements as the Trustee thinks
                         reasonable:

                         (a)     (ENTITLEMENT TO VOTE) so as to satisfy itself
                                 that persons who purport to attend or vote at
                                 any meeting of any A$ Noteholders are entitled
                                 to do so in accordance with this deed; and

                         (b)     (FORMS OF REPRESENTATIVE) as to the form of
                                 appointment of a Representative,

                         but the Trustee may not decrease the percentage of a
                         Class or Classes of A$ Noteholders required to pass an
                         Extraordinary Resolution or an ordinary resolution.

(jj) Clause 30.15

     (i)       For the purpose of the Trust, clause 30.15 is amended by deleting
               each reference to "Civil Penalty Payments" and replacing it with
               the words "Penalty Payments"

     (ii)      For the purpose of the Trust, in clause 30.15(f) a new sub
               paragraph (v) is inserted as follows:

                    "(v) the amount of any criminal penalty which the Trustee is
                    ordered to pay under the Consumer Credit Legislation."

(kk) Clause 32 - Payments Generally

     For the purpose of the Trust clause 32 is amended as follows:

     (i)       Clause 32.1 of the Master Trust Deed is deleted and replaced with
               the following.

               32.1      PAYMENTS TO NOTEHOLDERS

                         (a)     Any payment made by or on behalf of the Trustee
                                 in respect of any Class A Note shall be made in
                                 accordance with the relevant Supplementary

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                                 Terms Notice, the relevant Note Trust Deed and
                                 the relevant Agency Agreement;

                         (b)     Any payment made by or on behalf of the Trustee
                                 in respect of any A$ Note shall be made to the
                                 person whose name is, on the Record Date,
                                 entered in the Register as the holder of the
                                 relevant A$ Note (or in the case of joint A$
                                 Noteholders, to the person whose name first
                                 appears in the Register).

     (ii)      Clause 32.2 of the Master Trust Deed is deleted and replaced with
               the following.

               32.2      MANAGER TO ARRANGE PAYMENTS

                         The Trustee will:

                         (a)     prepare or cause to be prepared all cheques
                                 which are to be issued to A$ Noteholders and to
                                 Beneficiaries and stamp the same as required by
                                 law; or

                         (b)     otherwise arrange payments under clause 32.7.

                    The Trustee will sign (by autographical, mechanical or other
                    means) cheques for despatch on the day on which they ought
                    to be despatched.

     (iii)     Clause 32.4 of the Master Trust Deed is deleted and replaced with
               the following.

               32.4      PAYMENT GOOD DISCHARGE

                         There is a full satisfaction of the moneys payable
                         under an A$ Note, and a good discharge to the Trustee,
                         the Manager or the Servicer (as the case may be) in
                         relation to that A$ Note, when the cheque is despatched
                         by post in accordance with clause 32.2(a) or, if not
                         posted, delivered to the A$ Noteholder or as directed
                         by the A$ Noteholder. None of the Trustee, the Manager
                         or the Servicer shall be responsible for any moneys
                         which are not credited to the bank account of an A$
                         Noteholder or a Beneficiary if the Trustee's bank has
                         been instructed to effect the direct transfer referred
                         to in clause 32.7(c).

                         There is a full satisfaction of the moneys payable
                         under a Class A Note, and a good discharge to the
                         Trustee, the Manager or the Servicer (as the case may
                         be) in relation to that Class A Note, when so provided
                         under the Note Trust Deed.

     (iv)      Clause 32.6 of the Master Trust Deed is deleted and replaced with
               the following.

     (I)       32.6      TAXATION

                         (a)     (NET PAYMENTS) Subject to this clause, payments
                                 in respect of the Notes shall be made free and
                                 clear of, and without deduction for, or by
                                 reference to, any present or future Taxes of
                                 any Australian Jurisdiction unless required by
                                 law.

                         (b)     (INTEREST WITHHOLDING TAX - A$ NOTES) All
                                 payments in respect of the A$ Notes will be
                                 made without withholding or deduction for, or
                                 on account of, any present or future taxes,
                                 duties or

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                                 charges of whatsoever nature unless the Trustee
                                 or any person making payments on behalf of the
                                 Trustee is required by applicable law to make
                                 any such payment in respect of the A$ Notes
                                 subject to any withholding or deduction for, or
                                 on account of, any present or future taxes,
                                 duties or charges of whatever nature. In the
                                 event the Trustee or the person making payments
                                 on behalf of the Trustee (as the case may be)
                                 makes such payment after such withholding or
                                 deduction has been made, the Trustee or the
                                 person making such payments on behalf of the
                                 Trustee (as the case may be) shall account to
                                 the relevant authorities for the amount so
                                 required to be withheld or deducted and neither
                                 the Trustee nor any person making payments on
                                 behalf of the Trustee( as the case may be) will
                                 be obliged to make any additional payments to
                                 A$ Noteholders in respect of that withholding
                                 or deduction.

                         (c)     (INTEREST WITHHOLDING TAX - CLASS A NOTES)
                                 Payments on Class A Notes by or on behalf of
                                 the Trustee will be made subject to deduction
                                 for any Interest Withholding Tax and all other
                                 withholdings and deductions referred to in
                                 Condition 7. In the event the Trustee or the
                                 person making payments on behalf of the Trustee
                                 (as the case may be) makes such payment after
                                 such withholding or deduction has been made,
                                 the Trustee or the person making such payments
                                 on behalf of the Trustee (as the case may be)
                                 shall account to the relevant authorities for
                                 the amount so required to be withheld or
                                 deducted and neither the Trustee nor any person
                                 making payments on behalf of the Trustee( as
                                 the case may be) will be obliged to make any
                                 additional payments to Class A Noteholders in
                                 respect of that withholding or deduction.

                         (d)     (TAX FILE NUMBERS) The Trustee or any person
                                 making payments on behalf of the Trustee will
                                 be required to deduct tax-at-source on interest
                                 payments on any A$ Note to each A$ Noteholder
                                 who has or is required to have a Tax File
                                 Number or an Australian Business Number or an
                                 exemption (as the case may be) at the highest
                                 personal marginal tax rate unless the Trustee
                                 receives from such A$ Noteholder the Tax File
                                 Number of that A$ Noteholder, the Australian
                                 Business Number of that A$ Noteholder or
                                 evidence of any exemption the A$ Noteholder may
                                 have from the need to advise the Trustee of a
                                 Tax File Number. The Tax File Number,
                                 Australian Business Number or appropriate
                                 evidence (as the case may be) must be received
                                 by the Trustee not less than ten Business Days
                                 prior to the relevant payment date. The
                                 Trustee, or any person making any payments on
                                 behalf of the Trustee, is entitled to deduct
                                 any such tax-at-

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                                 source required to be paid by it in relation to
                                 A$ Notes at that highest personal marginal tax
                                 rate if no Tax File Number, Australian Business
                                 Number or exemption (as the case may be) is
                                 provided.

     (v)       A new Clause 32.7 is inserted into the Master Trust Deed as
               follows.

               32.7      PAYMENT METHODS - A$ NOTES

                         Any moneys payable by the Trustee, the Manager or the
                         Servicer to an A$ Noteholder or to a Beneficiary under
                         this Master Trust Deed and the relevant Supplementary
                         Terms Notice shall be paid by the Trustee in Sydney or
                         if the Trustee elects may be paid by:

                         (a)     (CHEQUE) crossed not negotiable cheque in
                                 favour of the A$ Noteholder or the Beneficiary
                                 (as the case may be) and despatched by post to
                                 the address of the A$ Noteholder shown in the
                                 Register on the Record Date or to the address
                                 of the Beneficiary for the purposes of clause
                                 31;

                         (b)     (ELECTRONIC TRANSFER) electronic transfer
                                 through Austraclear;

                         (c)     (DIRECT PAYMENT) by direct transfer to a
                                 designated account of the A$ Noteholder or the
                                 Beneficiary held with a bank or other financial
                                 institution in Australia; or

                         (d)     (OTHER AGREED MANNER) any other manner
                                 specified by the A$ Noteholder or the
                                 Beneficiary (as the case may be) and agreed to
                                 by the Manager and the Trustee.

(ll) Clause 33.14

     For the purposes of clause 30.12 of the Master Trust Deed, insert a new
     paragraph (j) as follows and renumber the existing paragraph (j) as
     paragraph (k):

                         (j)     (FOR ACTS OF NOTE REGISTRAR) for any act,
                                 omission or default of any Note Registrar
                                 appointed under the relevant Agency Agreement
                                 or Note Trust Deed, in relation to its duties
                                 and obligations under the relevant Agency
                                 Agreement or Note Trust Deed, except where the
                                 Note Registrar is the Trustee.

6.3  AMENDMENTS TO THE SERVICING AGREEMENT

     The Servicing Agreement is amended for the purpose of the Trust as follows:

     (a) Clause 5.2(a) is amended by replacing the words on the Remittance Date
         for that Collection Period with the words on or before the expiration
         of five (5) Business Days from receipt by the Servicer.

     (b) Clause 5.2(b)(ii) is amended by replacing the words five Business Days
         following receipt by the Servicer with the words immediately upon
         receipt by the Servicer.

     (c) Clause 7.3(a) is amended by replacing the number "120" with the number
         "90".

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7.   CALL AND TAX REDEMPTION
--------------------------------------------------------------------------------
7.1  CALL

     The Trustee must, when so directed by the Manager (at the Manager's
     option), having given not more than 60 nor less than 45 days' notice to the
     Class A Noteholders in accordance with, in the case of the Class A Notes,
     Condition 12, and purchase or redeem all, but not some only of the Class A
     Notes by repaying the Invested Amount, or, if the Class A Noteholders, by
     Extraordinary Resolution of the Class A Noteholders so agree, the Stated
     Amount, of those Class A Notes, together with accrued interest to (but
     excluding) the date of repurchase or redemption on any Quarterly Payment
     Date falling on or after the earlier of:

     (a) the Quarterly Payment Date on which the Total Stated Amount of all
         Notes is equal to or less than 10% of the aggregate of the Initial
         Invested Amount of all Notes; and

     (b) in the case of Class A Notes, the Quarterly Payment Date falling in
         December 2008,

     provided that the Trustee will be in a position on such Quarterly Payment
     Date to discharge (and the Manager so certifies to the Trustee and the Note
     Trustee upon which the Trustee and the Note Trustee will rely conclusively)
     all its liabilities in respect of the Class A Notes (at their Invested
     Amount or their Stated Amount if so agreed by the Class A Noteholders) and
     any amounts which would be required under the Security Trust Deed to be
     paid in priority or pari passu with the Class A Notes if the security for
     the Notes were being enforced.

7.2  TAX EVENT

     If the Manager satisfies the Trustee and the Note Trustee immediately prior
     to giving the notice referred to below that either:

     (a) on the next Quarterly Payment Date the Trustee would be required to
         deduct or withhold from any payment of principal or interest in respect
         of the Notes or the Currency Swap any amount for or on account of any
         present or future taxes, duties, assessments or governmental charges of
         whatever nature imposed, levied, collected, withheld or assessed by the
         Commonwealth of Australia or any of its political sub-divisions or any
         of its authorities; or

     (b) the total amount payable in respect of interest in relation to any of
         the Purchased Receivables for a Collection Period ceases to be
         receivable (whether or not actually received) by the Trustee during
         such Collection Period,

     the Trustee must, when so directed by the Manager, at the Manager's option
     (provided that the Trustee will be in a position on such Quarterly Payment
     Date to discharge (and the Manager will so certify to the Trustee the Note
     Trustee all its liabilities in respect of the Class A Notes (at their
     Invested Amount or if the Class A Noteholders have agreed by Extraordinary
     Resolution and have so notified the Trustee and the Manager not less than
     21 days before such Quarterly Payment Date, at their Stated Amount) and any
     amounts which would be required under the Security Trust Deed to be paid in
     priority or pari passu with the Class A Notes if the security for the Notes
     were being enforced), having given not more than 60 nor less than 45 days'
     notice to the Class A Noteholders in accordance with Condition 12 redeem
     all, but not some only, of the Class A Notes at their Invested Amount (or,
     if the Class A Noteholders by Extraordinary Resolution have so agreed, at
     their Stated Amount) together with accrued interest to (but excluding) the
     date of redemption on any subsequent

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     Quarterly Payment Date, provided that the Class A Noteholders may by
     Extraordinary Resolution elect, and shall notify the Trustee and the
     Manager not less than 21 days before the next Quarterly Payment Date
     following the receipt of notice of such proposed redemption, that they do
     not require the Trustee to redeem the Class A Notes.

8.   SUBSTITUTION OF PURCHASED RECEIVABLES
--------------------------------------------------------------------------------
8.1  APPROVED SELLER SUBSTITUTION

     (a) The Trustee must, at the direction of the Manager (at the Manager's
         option), at any time replace a Receivable of the Trust which has been
         repurchased by the Approved Seller under clause 12.6(d) of the Master
         Trust Deed using the funds received from the repurchase to purchase a
         substitute Eligible Receivable from the Approved Seller, if available.

     (b) The Approved Seller may elect to sell a substitute Receivable to the
         Trustee (which the Trustee shall acquire if it is directed by the
         Manager to do so), provided the substitute Receivable satisfies the
         following requirements:

         (i)      it complies with the Eligibility Criteria;

         (ii)     at the time of substitution, the substitute Receivable has a
                  maturity date no later than the date being 2 years prior to
                  the Final Maturity Date;

         (iii)    the substitution will not adversely affect the Rating;

         (iv)     the relevant Mortgage Insurer has confirmed that the
                  substitute Receivable is covered by the relevant Mortgage
                  Insurance Policy; and

         (v)      it is selected by the Manager in accordance with clause 8.3.

8.2  OTHER SUBSTITUTIONS

     The Trustee must, at the direction of the Manager (at the Manager's
     option), at any time:

     (a) replace a Mortgage relating to a Purchased Receivable;

     (b) allow an Obligor to replace the Mortgaged Property secured by such a
         Mortgage; or

     (c) allow an Obligor to refinance a Purchased Receivable to purchase a new
         Mortgaged Property,

     provided that all of the following conditions are met:

         (i)      the same Obligor or Obligors continue to be the Obligor or
                  Obligors under the replacement Mortgage and that Purchased
                  Receivable or refinanced Receivable (as the case may be);

         (ii)     either the replacement Mortgage, or the replacement Mortgaged
                  Property, do not result in the relevant Purchased Receivable
                  failing to comply with the Eligibility Criteria or the
                  refinanced Receivable satisfies the Eligibility Criteria (as
                  the case may be);

         (iii)    any such replacement or refinancing occurs simultaneously with
                  the release of the previous Mortgage, Mortgaged Property or
                  Receivable (as the case may be);

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         (iv)     the principal outstanding under the relevant Receivable is,
                  after the replacement or refinancing, the same as before that
                  replacement or refinancing; and

         (v)      clause 8.3 applies.

8.3  SELECTION CRITERIA

     The Manager will apply the following criteria (in descending order of
     importance) when selecting a substitute Eligible Receivable under clause
     8.1 or approving a substitution under clause 8.2:

     (a) the substitute Eligible Receivable will have an Unpaid Balance within
         A$30,000 of the outgoing Eligible Receivable's Unpaid Balance, as
         determined at the time of substitution;

     (b) an outgoing owner-occupied or investment Mortgage will be replaced by
         another owner-occupied or investment Mortgage (as the case may be);

     (c) the substitute Eligible Receivable will have a then current LVR no more
         than five per cent (5%) greater than the outgoing Eligible Receivables
         then current LVR, as determined at the time of substitution;

     (d) an outgoing Eligible Receivable will be substituted by another Eligible
         Receivable with a security property located in the same State or
         Territory;

     (e) an outgoing Eligible Receivable will be substituted by another Eligible
         Receivable with a security property with the same or similar postcode;
         and

         in the case of substitution under clause 8.1, the substitute Eligible
         Receivable will have the closest original loan amount to that of the
         outgoing Eligible Receivable.

     The Trustee is entitled to rely on the information provided by the Manager
     in this regard.

9.   APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
9.1  CALCULATION OF THRESHOLD RATE

     If at any time the Basis Swap is terminated, the Manager must, on each of:

     (a) the earlier of:

         (i)      the date which is 3 Business Days following the date on which
                  the Basis Swap is terminated; and

         (ii)     the Determination Date immediately following the date on which
                  the Basis Swap is terminated; and

     (b) each successive Determination Date for so long as the Basis Swap has
         not been replaced by a similar Hedge Agreement or until the Trustee and
         the Manager otherwise agree (and the Designated Rating Agency for each
         Class of Notes has confirmed in writing that that agreement would not
         result in a downgrading of the rating given to any relevant Note or the
         withdrawal of the rating of any relevant Note),

     calculate the Threshold Rate as at that date and notify the Trustee, the
     Servicer and the Approved Seller of that Threshold Rate on the relevant
     Payment Date.

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9.2  SETTING THRESHOLD RATE

     If the Servicer is notified of a Threshold Rate under clause 9.1, it will,
     not more than 7 Business Days following the date on which the Basis Swap is
     terminated, ensure that the interest rate payable on each Purchased
     Receivable which is subject to a variable rate is set not less than the
     Threshold Rate and shall promptly notify the relevant Obligors of the
     change in accordance with the Receivable Agreements.

9.3  LOAN OFFSET DEPOSIT ACCOUNTS

     If at any time there is no current Basis Swap in place, the Servicer and
     the Approved Seller must ensure that the interest rates applicable to the
     Loan Offset Deposit Accounts are such that, if the Approved Seller does not
     meet any of its obligations under clause 5.25, the Servicer will not be
     required, as a direct result of that non-payment, to increase the Threshold
     Rate under clause 9.

10.  TITLE PERFECTION EVENTS
--------------------------------------------------------------------------------
10.1 EACH OF THE FOLLOWING IS A TITLE PERFECTION EVENT.

     (a) (DOWNGRADE) The Approved Seller ceases to have a long term rating of at
         least BBB from S&P, Baa-2 from Moody's or BBB from Fitch.

     (b) (EVENT OF INSOLVENCY) An Insolvency Event occurs with respect to the
         Approved Seller.

     (c) (NON COMPLIANCE) The Servicer as Approved Seller fails to pay any
         Collections (as defined in the Servicing Agreement) within the time
         required under the Servicing Agreement.

     (d) (SERVICER TRANSFER EVENT) For so long as the Servicer is also an
         Approved Seller to the Trust, a Servicer Transfer Event occurs.

     (e) (BREACH OF REDRAW FACILITY AGREEMENT) For so long as the Approved
         Seller is also the Redraw Facility Provider, the Redraw Facility
         Provider breaches its obligations, undertakings or representations
         under the Redraw Facility Agreement and such breach has had, or if
         continued will have, a Material Adverse Effect (as determined by the
         Trustee after taking appropriate expert advice).

     (f) (BREACH OF REPRESENTATIONS) The Approved Seller breaches any
         representation, warranty, covenant or undertaking made by it in a
         Transaction Document, which breach, if capable of remedy, is not
         remedied within 30 days of the earlier of:

         (i)      the Approved Seller becoming aware of the breach; and

         (ii)     the Approved Seller being notified of the breach by the
                  Trustee, Manager or Servicer.

11.  BENEFICIARY
--------------------------------------------------------------------------------

     (a) The Beneficiary holds the beneficial interest in the Trust in
         accordance with the Master Trust Deed and this Supplementary Terms
         Notice.

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     (b) The beneficial interest held by the Beneficiary is limited to the Trust
         and each Asset of the Trust subject to and in accordance with the
         Master Trust Deed and this Supplementary Terms Notice.

     (c) The Beneficiary has:

         (i)      the right to receive on the termination of the Trust the
                  entire beneficial interest of the Trust; and

         (ii)     the right to receive distributions in respect of the Trust
                  under the Master Trust Deed and this Supplementary Terms
                  Notice to the extent that Distributable Income is available
                  for distribution under the Master Trust Deed and this
                  Supplementary Terms Notice.

     (d) The Beneficiary may not assign, or create or allow to exist any
         Security Interest over, its rights or interests in respect of the Trust
         if to do so would have a Material Adverse Effect or might have an
         adverse tax consequence in respect of the Trust.

     (e) No person, other than the Beneficiary, may be appointed to hold a
         beneficial interest in the Trust without the prior written consent of
         both the Trust Manager and the Beneficiary.

12.  NOTE TRUSTEE
--------------------------------------------------------------------------------
12.1 CAPACITY

     The Note Trustee is a party to this Supplementary Terms Notice in its
     capacity as trustee for the Class A Noteholders from time to time under the
     Note Trust Deed.

12.2 EXERCISE OF RIGHTS

     (a) The rights, remedies and discretions of the Class A Noteholders under
         the Transaction Documents including all rights to vote or give
         instructions to the Security Trustee and to enforce undertakings or
         warranties under the Transaction Documents, except as otherwise
         provided in the Note Trust Deed or the Security Trust Deed, may only be
         exercised by the Note Trustee on behalf of the Class A Noteholders in
         accordance with the Note Trust Deed.

     (b) The Class A Noteholders, except as otherwise provided in the Note Trust
         Deed or the Security Trust Deed, may only exercise enforcement rights
         in respect of the Mortgaged Property through the Note Trustee and only
         in accordance with the Transaction Documents.

12.3 REPRESENTATION AND WARRANTY

     The Note Trustee represents and warrants to each other party to this
     Supplementary Terms Notice that it has the power under the Note Trust Deed
     to enter into the Transaction Documents to which it is a party and to
     exercise the rights, remedies and discretions of, and to vote on behalf of
     the Class A Noteholders.

12.4 PAYMENTS

     Any payment to be made to the Class A Noteholders under the Transaction
     Documents may be made to the Principal Paying Agent or the Note Trustee (as
     the case may be) in accordance with the Agency Agreement and the Note Trust
     Deed.

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12.5 PAYMENT TO BE MADE ON BUSINESS DAY

     If any payment is due under a Transaction Document on a day which is not a
     Business Day the due date will be the next Business Day unless that day
     falls in the next calendar month, in which case the due date will be the
     preceding Business Day.

13.  SECURITY TRUST DEED
--------------------------------------------------------------------------------

     The parties to this Deed agree to comply with clause 16.9 of the Security
     Trust Deed.

14.  CUSTODIAN AGREEMENT
--------------------------------------------------------------------------------

     The Custodian Agreement is amended for the purpose of the Trust by deleting
     the words and between each Relevant Trust from the second/third line of
     clause 3.1(c).

15.  MANAGER'S DIRECTIONS TO BE IN WRITING
--------------------------------------------------------------------------------

     Any direction given to the Trustee by the Manager under a Transaction
     Document must be in writing.

16.  UNDERTAKINGS BY SELLER AND SERVICER
--------------------------------------------------------------------------------

     Each of the Seller and Servicer undertakes that:

     (a) it will not allow the interest rate on a Purchased Receivable which is
         a Fixed Rate Loan to be re-fixed at the end of its fixed rate term if
         it will result in a downgrade or withdrawal of the rating of any Notes;

     (b) it will not allow a Purchased Receivable to convert from a Fixed Rate
         Loan to a Floating Rate Loan, or from a Floating Rate Loan to a Fixed
         Rate Loan, if that conversion would result in a downgrade or withdrawal
         of the rating of any Notes;

     (c) it must ensure that if the use of any Mortgaged Property which relates
         to a Purchased Receivable from owner occupied to investment, or from
         investment to owner occupied, the relevant Purchased Receivable
         continues to satisfy the Eligibility Criteria; and

     (d) it must not provide to any Obligor features in respect of a Purchased
         Receivable which are additional to those that applied on the Closing
         Date unless those additional features would not:

         (i)      affect any Mortgage Insurance Policy relating to that
                  Purchased Receivable;

         (ii)     result in the downgrade or withdrawal of the rating of any
                  Notes.

17.  TAX REFORM
--------------------------------------------------------------------------------

     (a) The parties acknowledge that:

         (i)      the Commonwealth Government has announced its intention that
                  non-fixed trusts be taxed as companies from 1 July 2001;

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         (ii)     it is in the interests of all parties, including the Trustee,
                  the Noteholders and the Beneficiary, that:

                  (A)    the Trustee always be in a position to pay any Tax
                         liability when due;

                  (B)    the payment of Tax by the Trustee must not affect the
                         amount of principal or interest payable on the Notes or
                         the timing of such payments; and

                  (C)    the rating of the Notes be maintained; and

         (iii)    draft legislation to implement this change has been made
                  publicly available, and it appears that the Trust will be a
                  fixed trust which will not be taxed as a company.

     (b) If and when an amending Bill is introduced into Federal Parliament, and
         the result of that amending Bill if it becomes law will be that the
         Trustee will become liable to pay Tax on the net income of the Trust,
         or any part of it, then:

         (i)      the Manager shall promptly consult with the Trustee and each
                  Designated Rating Agency to determine what changes, if any,
                  are necessary to the cashflow allocation methodology in clause
                  5 to achieve the objective referred to in clause 17(a)(ii)
                  (the OBJECTIVE);

         (ii)     within two months of the amending Bill being introduced into
                  Federal Parliament (or such longer time as the Trustee and
                  each Designated Rating Agencies permit) the Manager shall use
                  reasonable endeavours to provide a written recommendation to
                  the Trustee and a draft deed amending this Supplementary Terms
                  Notice that, if executed, will achieve the Objective; and

         (iii)    upon the Trustee being notified that the draft deed amending
                  this Supplementary Terms will achieve the Objective (and in
                  this regard the Trustee may rely (amongst others) upon advice
                  of tax lawyers), and each of the other parties to this
                  Supplementary Terms Notice being reasonably satisfied that
                  they will not be adversely affected by the proposed amendments
                  to this Supplementary Terms Notice, each party to this
                  Supplementary Terms Notice shall execute that amendment deed.

     (c) Provided that the Trustee receives written advice from an experienced
         and reputable tax lawyer or tax accountant to the effect that if the
         cashflow allocation methodology, as amended under paragraph (b)(iii),
         is followed the Objective will be met, and each Designated Rating
         Agency confirms in writing that the change in Tax law or the amendment
         under paragraph (b)(iii) will not give rise to the downgrade or
         withdrawal of rating of any Note:

         (i)      the Trustee shall not be obliged to obtain the consent of any
                  Noteholder or Beneficiary to the amendment; and

         (ii)     subject to its terms, the amendment shall be effective when
                  executed, and may:

                  (A)    permit the Trustee to accumulate a reserve out of
                         moneys that would otherwise be payable to the
                         Beneficiary; and/or

                  (B)    provide for Tax to be paid out of moneys that would
                         otherwise have been payable to the Beneficiary.

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     (d) Without limiting paragraph (c), in formulating a proposal to meet the
         Objective, the Manager shall have regard to the impact of any change to
         the cashflow allocation methodology on the Beneficiary, and shall
         consider proposals made by the Beneficiary that will enable the Trustee
         to meet the Objective, for example:

         (i)      by the Beneficiary providing a subordinated loan to the
                  Trustee;

         (ii)     permitting the reinvestment by the Beneficiary of
                  distributions from the Trust; or

         (iii)    a combination of the above.

         Any proposal made by the Beneficiary under this paragraph (d) may only
         be implemented if each Designated Rating Agency confirms in writing
         that implementation of the proposal will not give rise to the
         downgrade or withdrawal of rating of any Notes.

EXECUTED as a deed.

Each attorney executing this deed states that he or she has no notice of
alteration to, or revocation or suspension of, his or her power of attorney.





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TRUSTEE

SIGNED SEALED and DELIVERED             )
on behalf of                            )
PERPETUAL TRUSTEES CONSOLIDATED LIMITED )
                                        )
by its attorney in the presence of:     )


                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name


ABIGAIL S GRETTON
-------------------------------------
Print name

MANAGER

SIGNED SEALED and DELIVERED             )
on behalf of                            )
CRUSADE MANAGEMENT LIMITED              )
                                        )
by its attorney in the presence of:     )


                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name



-------------------------------------
Print name


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APPROVED SELLER/SERVICER

SIGNED SEALED and DELIVERED             )
on behalf of                            )
ST.GEORGE BANK LIMITED                  )
by its attorney in the presence of:     )



                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name



-------------------------------------
Print name

CUSTODIAN

SIGNED SEALED and DELIVERED             )
on behalf of                            )
ST.GEORGE CUSTODIAL PTY LIMITED         )
by its attorney in the presence of:     )


                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name



-------------------------------------
Print name


                                                                         Page 84
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SECURITY TRUSTEE

SIGNED SEALED and DELIVERED             )
on behalf of                            )
P.T. LIMITED                            )
by its attorney in the presence of:     )



                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name



-------------------------------------
Print name

NOTE TRUSTEE

SIGNED SEALED and DELIVERED             )
by                                      )
WILMINGTON TRUST COMPANY                )
in the presence of:                     )



                                        ----------------------------------------
                                                     Signature

-------------------------------------   ----------------------------------------
Witness                                              Print name



-------------------------------------
Print name


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SCHEDULE 1

An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan:

(a)  it is sourced from the Approved Seller's general portfolio of residential
     mortgage loans;

(b)  is secured by a Receivable Security that constitutes a first ranking
     mortgage over residential (owner-occupied or investment) land situated in
     capital city metropolitan areas or regional centres in Australia which is
     or will be registered under the Real Property Legislation, or where a
     Receivable Security is not, or will not be when registered be, a first
     ranking mortgage, the relevant Sale Notice includes an offer in relation to
     all prior ranking registered mortgages;

(c)  is secured by a Receivable Security over a Mortgaged Property which has
     erected on it a residential dwelling and which is required by the
     Receivable Agreement to be covered by general insurance by insurers
     approved in accordance with the Transaction Documents;

(d)  has an LVR less than or equal to 95% for owner occupiers and 90% for
     investment properties;

(e)  was not purchased by the Approved Seller but was approved and originated by
     the Approved Seller in the ordinary course of its business;

(f)  under which the relevant Obligor does not owe more than A$500,000;

(g)  the relevant Obligor in respect of which was required to repay the
     Receivable within 30 years of the Cut-Off Date;

(h)  no payment from the Obligor is in Arrears for more than 30 consecutive
     days;

(i)  the sale of an equitable interest in, or the sale of an equitable interest
     in any related Receivable Security, does not contravene or conflict with
     any law;

(j)  together with the related Receivable Security, has been or will be stamped,
     or has been taken by the relevant stamp duties authority to be stamped,
     with all applicable duty;

(k)  is on fully amortising repayment terms;

(l)  is secured by a Receivable Security that is covered by mortgage insurance
     from a Mortgage Insurer under the relevant Mortgage Insurance Policy for
     100% of amounts outstanding under the relevant loans (but not including
     timely payment cover);

(m)  complies in all material respects with applicable laws, including the
     Consumer Credit Legislation;

(n)  is fully drawn;

(o)  is subject to the terms and conditions of the Approved Seller's Great
     Australian Home Loan product, its Standard Variable Rate Loan, including
     loans entitled to a "Loyalty" rate, due to a home loan relationship with
     the Approved Seller of 5 years or more, or loans that bear a fixed rate of
     interest for up to 5 years; and

(p)  which has a maturity date at least one (1) year before the maturity date of
     the Notes.


                                                                         Page 86
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

SCHEDULE 2

APPLICATION FOR A$ NOTES

CRUSADE GLOBAL TRUST NO. 2 OF 2001
--------------------------------------------------------------------------------

To:  Perpetual Trustees Consolidated Limited as trustee of the Crusade Global
Trust No. 2 of 2001 (the TRUSTEE)



From:                                  (ABN [*])
      ---------------------------------
      (Name)

      of                                       (the APPLICANT).
        ---------------------------------------
                   (Address)


APPLICATION
--------------------------------------------------------------------------------

The Applicant applies for the following [Class B Notes/Class C Notes] (delete
whichever is not applicable) (the NOTES) to be issued by the Trustee as trustee
of the Crusade Global Trust No. 2 of 2001 (the TRUST) under the Master Trust
Deed dated 14 March 1998 (as amended from time to time) establishing the Crusade
Trusts (the MASTER TRUST DEED):

1.    The Notes applied for are:

2.    The amount of Notes applied for is:


APPLICANT BOUND
--------------------------------------------------------------------------------

The Applicant agrees that the Notes will be issued subject to, and agrees to be
bound by, the provisions of the Master Trust Deed, the Supplementary Terms
Notice in relation to the Notes and the Security Trust Deed dated [*] 2001 in
relation to the Trust.


ACKNOWLEDGMENT BY APPLICANT
--------------------------------------------------------------------------------

The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to its right of indemnity from the assets of the
Trust from time to time available to make such payments under the Master Trust
Deed.

The Applicant further acknowledges that:

(a)  it has independently and without reliance on St.George Bank Limited
     (ST.GEORGE), the Trustee, the Manager or any other person (including
     without reliance on any materials prepared or distributed by any of the
     above) made its own assessment and investigations regarding its investment
     in the Notes;


                                                                         Page 87
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Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

(b)  it understands that the Notes do not represent deposit or other liabilities
     of St.George or Associates of St.George;

(c)  the Applicant's holding of the Notes is subject to investment risk,
     including possible delays in repayment and loss of income and principal
     invested; and

(d)  neither St.George nor any Associate of St.George in any way stands behind
     the capital value and/or performance of the Notes or the Assets of the
     Trust except to the limited extent provided in the Transaction Documents
     for the Trust.

GENERAL
--------------------------------------------------------------------------------

Payments due under the Notes may be made:

o    by cheque posted to the above address

o    to the credit of the following account:

     Name of Bank:
     Address of Bank:
     Account Details:
     Account No.:
     Name of Account:

A Marked Note Transfer of the abovementioned Notes is required: Yes/No.

Applicant's Tax File Number:

INTERPRETATION
--------------------------------------------------------------------------------

Each expression used in this Application for A$ Notes that is not defined has
the same meaning as in the Master Trust Deed or the relevant Supplementary Terms
Notice.

Dated:

SIGNED:
       -------------------------------------

*    This Application for A$ Notes together with a cheque for the amount of the
     Notes applied for should be sent to the Trustee at the address above.

*    Where the Applicant is a trustee, this Application for A$ Notes must be
     completed in the name of the trustee and signed by the trustee without
     reference to the trust.

*    Where this Application for A$ Notes is executed by a corporation, it must
     be executed either under common seal by two directors or a director and a
     secretary or under a power of attorney.

*    If this Application for A$ Notes is signed under a power of attorney, the
     attorney is taken, upon signing, to certify that it has not received notice
     of revocation of that power of attorney. A certified copy of the power of
     attorney must be lodged with this Application for A$ Notes.

                                                                         Page 88
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

SCHEDULE 3

NOTE ACKNOWLEDGMENT

CRUSADE GLOBAL TRUST NO.2 OF 2001
--------------------------------------------------------------------------------

CLASS:

INITIAL INVESTED AMOUNT:

INTEREST RATE:

INTEREST PAYMENT DATES:

PRINCIPAL AMORTISATION DATES:

FINAL MATURITY DATE:

This confirms that:

NOTEHOLDER:

ABN (if applicable):

ADDRESS:

appears in the Register as the holder of the abovementioned Notes (the NOTES).

The Notes are issued by Perpetual Trustees Consolidated Limited (the TRUSTEE) in
its capacity as trustee of the abovementioned Trust (the TRUST) under a Master
Trust Deed dated 14 March 1998 (as amended from time to time) establishing the
Crusade Trusts (the MASTER TRUST DEED).

The Notes are issued subject to the provisions of the Master Trust Deed, the
Supplementary Terms Notice in relation to the Notes and the Security Trust Deed
dated [*] 2001. A copy of the Master Trust Deed, the Supplementary Terms Notice
and the Security Trust Deed are available for inspection by Note Holders at the
offices of Crusade Management Limited (ABN 90 072 715 916) at St.George House,
14-16 Montgomery Street, Kogarah, New South Wales 2217.

The Trustee's liability to make payments in respect of the Notes is limited to
its right of indemnity from the Assets of the Trust from time to time available
to make such payments under the Master Trust Deed and Supplementary Terms
Notice. All claims against the Trustee in relation to the Notes may only be
satisfied out of the Assets of the Trust except in the case of (and to the
extent of) any fraud, negligence or wilful default on the part of the Trustee or
its officers, employees, any agent or delegate employed by the Trustee other
than in accordance with Section 53 of the Trustee Act to carry out any
transactions contemplated by this Deed.

Each Noteholder is required to accept any distribution of moneys under the
Security Trust Deed in full and final satisfaction of all moneys owing to it,
and any debt represented by any shortfall that exists after any such final
distribution is extinguished.

                                                                         Page 89
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

The Trustee shall not be liable to satisfy any obligations or liabilities from
its personal assets except in the case (and to the extent) of any fraud,
negligence or Default on the part of the Trustee or its officers, employees or
an agent or delegate employed by the Trustee other than in accordance with
Section 53 of the Trustee Act to carry out any transactions contemplated by this
Deed. Neither the Trustee nor the Manager guarantees the payment of interest or
the repayment of principal due on the Notes.

This Note Acknowledgment is not a certificate of title and the Register is the
only conclusive evidence of each abovementioned Noteholder's entitlement to
Notes.

Transfers of Notes must be under a Note Transfer in the form contained in
Schedule 4 to the Master Trust Deed (copies of which are available from then
Trustee at its abovementioned address). Executed Note Transfers must be
submitted to the Trustee.

Each expression used in this Note Acknowledgment that is not defined has the
same meaning as in the Master Trust Deed.

This Note Acknowledgment and the Notes to which it relates will be governed by
the laws of the New South Wales.

Dated:

Executed in New South Wales for and on behalf of the Perpetual Trustees
Consolidated Limited


----------------------------------------------
Authorised Signatory




                                                                         Page 90
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

SCHEDULE 4

NOTE TRANSFER AND ACCEPTANCE

CRUSADE GLOBAL TRUST NO.2 OF 2001
--------------------------------------------------------------------------------

To:  Perpetual Trustees Consolidated Limited               Date Lodged [*]
     as trustee of the                                     REGISTRY USE ONLY
     Crusade Trust No. 2 of 2001 (the TRUSTEE)

TRANSFEROR


(Full name, ACN/ABN (if applicable) and address):

(please print)

APPLIES TO ASSIGN AND TRANSFER TO

TRANSFEREE

(Full name, ACN/ABN (if applicable) and address):

(please print)

and its/their executors, administrators or assigns

The following Notes in the Crusade Global Trust No. 2 of 2001

Number of Notes:

Class:

Initial Invested Amount:

Interest Payment Dates:

Principal Amortisation Dates:

Final Maturity Date:

Consideration Payable: $[*]

and all my/our/its property and interests in rights to those Notes and to the
interest accrued on them.

TRANSFEROR________________________________________________________________
(Signature:  see Notes)

WITNESS _________________________________         Date:

TRANSFEREE________________________________________________________________
(Signature:  see Notes)

WITNESS _________________________________         Date:

PAYMENTS (Tick where appropriate)

                                                                         Page 91
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

*    In accordance with existing instructions (existing holders only)

*    By cheque posted to the above address

*    By credit to the following account in Australia in the name of the
     Transferee only


Tax File Number (if applicable):

Authorised signature of Transferee   ________________________________
Date:

NOTES:

1.   The Transferor and the Transferee acknowledge that the transfer of the
     Notes specified in this Transfer and Acceptance (the NOTES) shall only take
     effect on the entry of the Transferee's name in the Register as the holder
     of the Notes.

2.   The Transferee agrees to accept the Notes subject to the provisions of the
     Master Trust Deed dated 14 March 1998 (as amended from time to time)
     establishing the Crusade Trusts (the TRUST DEED), the Supplementary Terms
     Notice in relation to the Notes and the related Security Trust Deed dated
     [*] 2001.

3.   The Transferee acknowledges that it has independently and without reliance
     on St.George Bank Limited (ABN 92 055 513 070), the Trustee, Crusade
     Management Limited (ABN 90 072 715 916) (the MANAGER) or any other person
     (including without reliance on any materials prepared or distributed by any
     of the above) made its own assessment and investigations regarding its
     investment in the Notes.

4.   The Trustee's liability to make payments in respect of the Notes is limited
     to its right of indemnity from the assets of the abovementioned Trust from
     time to time available to make such payments under the Trust Deed.

5.   Where the Transferor and/or the Transferee is a trustee, this Note Transfer
     must be completed in the name of the trustee and signed by the trustee
     without reference to the trust.

6.   Where this Note Transfer is executed by a corporation, it must be executed
     either under common seal by two directors or a director and a secretary or
     under a power of attorney.

7.   If this Transfer and Acceptance is signed under a power of attorney, the
     attorney certifies that it has not received notice of revocation of that
     power of attorney. A certified copy of the power of attorney must be lodged
     with this Note Transfer.

8.   This Note Transfer must be lodged with the Trustee for registration.

9.   The Trustee may, in the manner and for the period specified in the Trust
     Deed and any relevant Supplementary Terms Notice, close the Register. The
     total period that the Register may be closed will not exceed 30 days (or
     such other period agreed to by the Manager) in aggregate in any calendar
     year. No Note Transfer received after 4:00pm Sydney time on the day of
     closure of the Register or whilst the Register is closed will be registered
     until the Register is re-opened.

10.  If the Transferee is a non-resident for Australian taxation purposes,
     withholding tax will be deducted from all interest payments unless an
     exemption is provided to the Trustee or withholding tax is no longer
     payable as a result of any change in the relevant Australian laws.

                                                                         Page 92
<PAGE>

Supplementary Terms Notice                                Allens Arthur Robinson
--------------------------------------------------------------------------------

11.  The Notes covered hereby have not been registered under the United States
     Securities Act of 1933 as amended (the SECURITIES ACT) and may not be
     offered and sold within the United States or to or for the account or
     benefit of United States persons:

     (i)    as part of their distribution at any time; or

     (ii)   otherwise until 40 days after the completion of the distribution of
            the series of Notes of which such Notes are a part, as determined
            and certified by the Joint Lead Managers,

     except in either case in accordance with Regulation S under the Securities
     Act. Terms used above have the meanings given to them by Regulation S.

12.  [INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.]

[MARKING WHERE CLAUSE 8.15 APPLIES]

13.  The Trustee certifies that the Transferor is inscribed in the Register as
     the holder of the Notes specified in this Note Transfer and that it will
     not register any transfer of such Notes other than under this Note Transfer
     before [INSERT DATE].

Dated:

For and on behalf of Perpetual Trustees Consolidated Limited as trustee of the
Crusade Trust No. 2 of 2001



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







                                                                         Page 93