<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)

                                            Deutsche Bank Trust Company Americas
                                                                  (Note Trustee)

                                              Crusade Global Trust No. 1 of 2004

                                                          Allens Arthur Robinson
                                                               The Chifley Tower
                                                                2 Chifley Square
                                                                 Sydney NSW 2000
                                                                       Australia
                                                             Tell 61 2 9230 4000
                                                              Fax 61 2 9230 5333

                                       (C) Copyright Allens Arthur Robinson 2004
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Supplementary Terms Notice                                Allens Arthur Robinson
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Table of Contents

1.  Introduction                                                               4

2.  Definitions and Interpretation                                             5
    2.1   Definitions                                                          5
    2.2   Interpretation                                                      27
    2.3   Limitation of liability                                             28
    2.4   Knowledge of Trustee                                                29

3.  Direction and Trust Back                                                  29

4.  Notes                                                                     29
    4.1   Conditions of Notes                                                 29
    4.2   Summary of conditions of Notes                                      29
    4.3   Issue of Notes                                                      31
    4.4   Trustee's Covenant to Noteholders and the Note Trustee              32
    4.5   Repayment of Notes on Payment Dates                                 32
    4.6   Final Redemption                                                    33
    4.7   Period During Which Interest Accrues                                33
    4.8   Calculation of Interest                                             33
    4.9   Step-Up Margin                                                      34
    4.10  Aggregate receipts                                                  34

5.  Cashflow Allocation Methodology                                           34
    5.1   Total Available Funds                                               34
    5.2   Excess Available Income - Reimbursement of Charge Offs and
          Principal Draws                                                     36
    5.3   Excess Distribution                                                 37
    5.4   Initial Principal Distributions                                     37
    5.5   Principal Distributions prior to Stepdown Date                      38
    5.6   Principal distributions on and after Stepdown Date                  39
    5.7   Final Maturity Date                                                 40
    5.8   Redraws                                                             40
    5.9   Determination Date - Payment Shortfall                              41
    5.10   Allocating Liquidation Losses                                      41
    5.11   Insurance claims                                                   41
    5.12   Payments before Payment Date                                       42
    5.13   Charge Offs                                                        42
    5.14   Payments into US$ Account                                          42
    5.15   Payments out of US$ Account                                        43
    5.16   Rounding of amounts                                                43
    5.17   Manager's Report                                                   43
    5.18   Payment Priorities Following an Event of Default: Security
           Trust Deed                                                         43
    5.19   Prescription                                                       44
    5.20   Accounting Procedures:  Principal & Interest                       45
    5.21   Replacement of Currency Swap                                       45
    5.22   Notice of calculations                                             46
    5.23   Bond Factors                                                       46


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    5.24   Loan Offset Interest                                               46

6.  Master Trust Deed and Servicing Agreement                                 46
    6.1   Completion of details in relation to Master Trust Deed              46
    6.2   Amendments to Master Trust Deed                                     48
    6.3   Amendments to the Servicing Agreement                               85
    6.4   Clause 6.14                                                         86

7.  Call and Tax Redemption                                                   86
    7.1   Call of Class A Notes                                               86
    7.2   Call of Class B Notes                                               86
    7.3   Call of Class C Notes                                               87
    7.4   Full satisfaction                                                   87
    7.5   Tax Event                                                           88

8.  Substitution and Removal of Purchased Receivables                         88
    8.1   Approved Seller substitution                                        88
    8.2   Other substitutions                                                 89
    8.3   Selection criteria                                                  89
    8.4   Removal of Purchased Receivables - Top Ups                          90

9.  Application of Threshold Rate                                             91
    9.1   Calculation of Threshold Rate                                       91
    9.2   Setting Threshold Rate                                              91
    9.3   Loan Offset Deposit Accounts                                        91

10. Title Perfection Events                                                   91

11. Beneficiary                                                               92
    11.1   Issue of Units                                                     92
    11.2   Residual Capital Unit                                              92
    11.3   Residual Income Unit                                               93
    11.4   Unit Register                                                      93

12. Note Trustee                                                              94
    12.1   Capacity                                                           94
    12.2   Exercise of rights                                                 94
    12.3   Representation and warranty                                        94
    12.4   Payments                                                           94
    12.5   Payment to be made on Business Day                                 94
    12.6   Accession to Security Trust Deed                                   95

13. Compliance with Security Trust Deed                                       95

14. Custodian Agreement                                                       95

15. Manager's Directions to be in Writing                                     95

16. Undertakings by Approved Seller and Servicer                              95

17. Tax Reform                                                                96
    17.1   Taxation of trusts and consolidated groups                         96
    17.2   Amending Bill - taxation of trusts                                 96
    17.3   Group tax liabilities                                              97


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    17.4   Evidence of tax sharing agreement                                  97
    17.5   Objective                                                          98
    17.6   Residual Income Beneficiary                                        98

18. Acknowledgments                                                           98

19. Security Trust Deed                                                       99

20. Governing Law                                                            100

Schedule 1                                                                   104

Schedule 2                                                                   105
        Application for A$ Notes                                             105
        Crusade Global Trust No. 1 of 2004                                   105

Schedule 3                                                                   107
        Note Acknowledgment                                                  107
        Crusade Global Trust No.1 of 2004                                    107

Schedule 4                                                                   109
        Note Transfer and Acceptance                                         109
        Crusade Global Trust No.1 of 2004                                    109

Schedule 5                                                                   112

Schedule 6                                                                   114

 Independent auditor's Annual Servicer Compliance Certificate to the
         Directors of Crusade Management Limited                             114


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1.    Introduction
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      This Supplementary Terms Notice is issued on       2004 pursuant and
      subject to the Master Trust Deed dated 14 March 1998 (the Master Trust
      Deed) between the Trustee, the Manager, St.George, the Custodian, the
      Security Trustee and the Note Trustee.

      Perpetual Trustees Consolidated Limited (ABN 81 004 029 841) of Level 7, 9
      Castlereagh Street, Sydney, New South Wales 2000 in its capacity as
      trustee of Crusade Global Trust No. 1 of 2004 (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, 9 Castlereagh Street Sydney,
      New South Wales 2000 in its capacity as security trustee under the
      Security Trust Deed (the Security Trustee); and

      Deutsche Bank Trust Company Americas acting through its office at 1761
      East St. Andrew Place, Santa Ana, California 92705 4934 (Note Trustee)
      which has agreed to act as note trustee in relation to Notes issued by the
      Trust under the Note Trust Deed and in accordance with this Supplementary
      Terms Notice.

      This Supplementary Terms Notice is issued by the Manager and applies in
      respect of Crusade Global Trust No. 1 of 2004.

      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.

      The Servicer agrees to service the Purchased Receivables and the Purchased
      Receivable Securities in accordance with the Servicing Agreement.

      The Note Trustee has agreed to act as note trustee in relation to Notes
      issued by the Trust under the Note Trust Deed in accordance with this
      Supplementary Terms Notice.

      The Security Trustee has agreed to act as security trustee for the
      Mortgagees under the Security Trust Deed.


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2.    Definitions and Interpretation
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2.1   Definitions

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

      In this Supplementary Terms Notice, and for the purposes of the
      definitions in the Master Trust Deed, the following terms have the
      following meanings unless the contrary intention appears. These
      definitions apply only in relation to the Crusade Global Trust No. 1 of
      2004, 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 a Confirmation for Class A-1 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-1 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 A-2 Note, a Class B Note or a Class C Note.

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

      Agency Agreement means the Agency Agreement dated on or about the date of
      this Supplementary Terms Notice between the Trustee, the Manager, the Note
      Trustee, the Principal Paying Agent, the other Paying Agents, the Note
      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:


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      (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.

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

      Attorney has the meaning given in the Security Trust Deed.

      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
                  during that Monthly Collection Period in respect of
                  Collections held by it;

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

            (v)   all amounts received by or on behalf of the Trustee in the
                  nature of income during that Monthly Collection Period from
                  any provider of a Support Facility (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,


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      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;

            (ii)  an authorised person permitted to accept deposits or an exempt
                  person under the Financial Services and Markets Act 2000 (UK);
                  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 and
      St.George as principal 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, each holder of a Unit (as
      defined in clause 11).

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

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

      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-1 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


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      (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 Deutsche Bank Trust Company Americas.

      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).

      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 reinstated under clause 5.2(a)(ii)(C).

      Class where used in relation to the Notes, means each class constituted by
      the Class A-1 Notes, the Class A-2 Notes, the Class 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 a Class of Class A Notes, the aggregate of the Invested Amounts for
      that Class of Class A Notes for that Quarterly Determination Date, less
      all Class A Principal Payments for that Class of Class A Notes to be made
      on the next Quarterly Payment Date divided by the aggregate Class A
      Initial Invested Amounts for that Class of 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 Class A-1 Note or a Class A-2 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


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      (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)   [*]%; and

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

            (ii)  zero.

      Class A Principal Payment means each payment to the Class A-1 Noteholders
      under clause 5.15, following a payment under clauses 5.5(a)(ii)(A) or
      5.6(a)(ii)(A) or each payment to Class A-2 Noteholders under clauses
      5.5(a)(ii)(B) or 5.6(a)(ii)(B).

      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 A-1 Note means a Note issued as a Class A-1 Note by the Trustee with
      the characteristics of a Class A-1 Note under this Supplementary Terms
      Notice and includes any relevant Book-Entry Note (or any part or interest
      in) and any relevant Definitive Note.

      Class A-1 Noteholder means a Noteholder of a Class A-1 Note.

      Class A-1 Proportion means, on any date, the aggregate Invested Amount of
      all Class A-1 Notes at that date divided by the aggregate of the Invested
      Amount of all Class A-1 Notes and the US$ Equivalent of the Invested
      Amount of all Class A-2 Notes.

      Class A-2 Note means a Note issued as a Class A-2 Note by the Trustee with
      the characteristics of a Class A-2 Note under this Supplementary Terms
      Notice.

      Class A-2 Noteholder means a Noteholder of a Class A-2 Note.

      Class A-2 Proportion means, on any date, the aggregate of the US$
      Equivalent of the Invested Amount of all Class A-2 Notes at that date
      divided by the aggregate of the Invested Amount of all Class A-1 Notes and
      the US$ Equivalent of the Invested Amount of all Class A-2 Notes.

      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


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      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 A$ Equivalent of 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)   [*]% and

                  (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(a)(iii) or 5.6(a)(iii).

      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


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      (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 A$ Equivalent of 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 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(a)(iv) or 5.6(a)(iv).

      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


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      (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, [26 February] 2004 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 [*], at its office at [*] or any other account opened under
      clause 21 of the Master Trust Deed and maintained by the Trustee with an
      Approved Bank.

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

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

      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-1 Notes in the form set
      out in schedule 3 to the Note Trust Deed (but, so long as the Class A-1
      Notes are represented by Book-Entry Notes, with the 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).

      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 and the Currency Swap Provider on the terms of the ISDA Master
      Agreement (with amendments thereto), each Transaction (as defined in that
      agreement) entered into in accordance with that agreement under which the
      principal swap provider, agrees to pay certain amounts in 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.

      Currency Swap Provider means National Australia Bank Limited (ABN 12 004
      004 937).


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      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, [1 February 2004].

      Definitive Note means a note in definitive form (whether bearer or
      registered) issued or to be issued in respect of any Class A-1 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 or Moody's.

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

      DTC means The Depository Trust Company.

      Eligibility Criteria means the criteria set out in schedule 1 to this
      Supplementary Terms Notice, subject to the Trustee and Manager receiving
      confirmation from the Designated Rating Agencies that the criteria will
      not adversely affect the Rating.

      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.

      Exchange Act means the United States Securities Exchange Act of 1934, as
      amended.

      Excluded Asset will have no meaning for the purposes of the Security Trust
      Deed..

      Excluded Advance will have no meaning for the purposes of the Security
      Trust Deed.

      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 received
                  during that Monthly Collection Period;

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


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           (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 paid by the Approved Seller under
                  clause 5.2(b)(ii) of the Servicing Agreement (as amended by
                  this Supplementary Terms Notice) and received by the Trustee
                  during that Monthly Collection Period.

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

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

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

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

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

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

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

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

           (viii) from 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

           (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;


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            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 of interest, 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 bank account taxes 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 and the
      Indemnifier dated on or about the date of this Supplementary Terms Notice.

      Information Memorandum means the Prospectus relating to the Trust and the
      Class A-1 Notes and the Information Memorandum dated on or about the date
      of this Supplementary Terms Notice relating to the Trust and the A$ Notes.

      Initial Invested Amount means:

      (a)   in respect of a Note, the amount stated as the Initial Invested
            Amount for that Note in clause 4.2(e); and

      (b)   in respect of all Notes, the sum of the aggregate of the Initial
            Invested Amount of all Class A-1 Notes and the aggregate of the US$
            Equivalent of the Initial Invested Amounts of all Class A-2 Notes,
            all Class B Notes and all Class C Notes.

      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.


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      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-1 Note and an Interest Period, LIBOR in relation to that
            Interest Period plus the relevant Margin for the Class A-1 Notes;
            and

      (b)   an A$ Note and an Interest Period, the Three Month Bank Bill Rate in
            relation to 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 and St.George as principal 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.

      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.


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      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.

      Lead Manager means Credit Suisse First Boston, Melbourne Branch (ABN 17
      061 700 712).

      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 11.00 am,
            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
            11.00 am, London time, on the Interest Determination Date to prime
            banks in the London interbank market for a period of three months
            (or, in the case of the first 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 the first day of that
            Interest Period 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.

      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.

      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


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      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 Lead Manager (in the case of A$ Notes) and the
      Note Manager (in the case of the Class A-1 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) [*]. 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 16th day of the calendar month that follows that Monthly Collection
      Period, subject to adjustment in accordance with the Modified Following
      Business Day Convention.

      Mortgage Insurer means St.George Insurance Pte Ltd, PMI Mortgage Insurance
      Limited, GE Capital Mortgage Insurance Corporation (Australia) Pty Ltd, 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:


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      (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.

      Mortgagee means:

      (a)   the Security Trustee in relation to its rights (held in its own
            right or for the benefit of other Mortgagees) under this deed and
            the Security Trust Deed;

      (b)   any Class A Noteholder, in relation to its rights under the Class A
            Notes held by it;

      (c)   any Class B Noteholder in relation to its rights under the Class B
            Notes held by it;

      (d)   any Class C Noteholder in relation to its rights under the Class C
            Notes held by it;

      (e)   any Approved Seller in relation to any relevant Accrued Interest
            Adjustment and Redraws;

      (f)   the Manager in relation to its rights as Manager under the
            Transaction Documents;

      (g)   the Servicer in relation to its rights as Servicer under the
            Transaction Documents;

      (h)   any Support Facility Provider in relation to its rights under each
            Support Facility (other than a Mortgage Insurance Policy) to which
            it is a party;

      (i)   the Note Trustee in relation to its rights (held on its own right or
            for the benefit of any Class A-1 Noteholders) under the Transaction
            Documents;

      (j)   each Paying Agent in relation to its rights under the Transaction
            Documents; or

      (k)   the Note Manager in relation to its rights under the Transaction
            Documents.

      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-1 Note; and


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

      Note Manager means Credit Suisse First Boston LLC, as representative of
      the underwriters listed in Schedule 1 of the Underwriting Agreement.

      Note Register means the register kept by the Note Registrar to provide for
      the registration and transfer of Class A-1 Notes under the Note Trust
      Deed.

      Note Registrar means Deutsche Bank Trust Company Americas 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.

      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.

      Noteholder Mortgagees means, together:

      (a)   the Note Trustee on behalf of the Class A-1 Noteholders save that
            where the Note Trustee has become bound to take steps and/or proceed
            hereunder and fails to do so within a reasonable time and such
            failure is continuing, the Class A-1 Noteholders and then only if
            and to the extent permitted by Australian law; and

      (b)   each A$ Noteholder.

      Notice of Creation of Trust means the Notice of Creation of Trust dated 31
      December 2003 issued under the Master Trust Deed in relation to the Trust.

      Optional Redemption Date means 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.

      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. 1 of 2004"
      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).


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      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,

      (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;

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

            (i)   from the Approved Seller, in respect of any breach of a
                  representation, warranty or undertaking of the Approved Seller
                  contained in the 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;


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            (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;

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

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

      (g)   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 Deutsche Bank Trust Company Americas or any
      successor as Principal Paying Agent under the Agency Agreement.

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

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


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      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) [*].
      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).

      Receiver has the meaning given in the Security Trust Deed.

      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.


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      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.

      Residual Capital Unit has the meaning given in clause 11.1

      Residual Income Unit has the meaning given in clause 11.1

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

      Secured Moneys has the meaning given in the Security Trust Deed.

      Security Trust Deed means the agreement so entitled dated 31 December 2003
      between the Trustee, the Manager, the Note Trustee (by accession under the
      Supplementary Terms Notice) and the Security Trustee.

      Security Trustee means the security trustee so named under the Security
      Trust Deed.

      Security Trustee's Fee means the fee payable under clause 11.2 of the
      Security Trust Deed.

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

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

      Servicing 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.

      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 16 April 2007.

      Step-Up Margin has the meaning given in clause 4.9.


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      Subscription Agreement means the Underwriting Agreement dated on or about
      the date of this Supplementary Terms Notice between the Trustee, the
      Manager, St. George and Credit Suisse First Boston LLC in relation to
      subscription for the Class A-1 Notes (the Underwriting Agreement) and the
      Dealer Agreement dated on or about the date of this Supplementary Terms
      Notice between the Trustee, the Manager, St.George, the Custodian and the
      Lead Manager, in relation to subscription for the A$ Notes.

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

      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 quoted on the
      Reuters Screen BBSW Page at approximately 10.00am, Sydney time, on that
      date (the Calculation Day) for each BBSW Reference Bank so quoting (but
      not fewer than five) as being the mean buying and selling rate for a bill
      (which for the purpose of this definition means a bill of exchange of the
      type specified for the purpose of quoting on the Reuters Screen BBSW Page)
      having a tenor of 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 the Calculation
      Day fewer than five BBSW Reference Banks have quoted rates on the Reuters
      Screen BBSW Page, the rate for that date shall be calculated as above by
      taking the rates otherwise quoted by five of the BBSW Reference Banks on
      application by the parties for such a bill of the same tenor. If on the
      Calculation Day the rate cannot be determined in accordance with the
      foregoing procedures then the rate shall mean such rate as is agreed
      between the Manager and St.George having regard to comparable indices then
      available.

      Threshold Rate means, at any time, 0.25% per annum plus the minimum rate
      of interest that must be set on all Purchased Receivables where permitted
      under the relevant Receivable Agreement which will be sufficient (assuming
      that all relevant parties comply with their obligations at all times under
      the Transaction Documents, the Purchased Receivables and the related
      Receivable Rights), when aggregated with the income produced by the rate
      of interest on all other Purchased Receivables and other Authorised
      Investments which are Assets of the Trust, to ensure that the Trustee will
      have available to it sufficient Collections to enable it to comply with
      its obligations under the Transaction Documents relating to the Trust as
      they fall due (including the repayment of any Principal Draws by the Final
      Maturity Date of all Notes).

      Title Perfection Event means, in relation to the Trust, the events set out
      in clause 10.

      Total Available Funds means, for a 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.

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      Total Invested Amount means, at any time, the sum of:

      (a)   all Invested Amounts of all Class A-1 Notes; and

      (b)   the US$ Equivalent of all Invested Amounts of all A$ Notes,

      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-1 Notes and the aggregate of the US$
      Equivalent of the Stated Amounts of all Class A-2 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. 1 of 2004 constituted under the
      Master Trust Deed and the Notice of Creation of Trust.

      Trust Document for the purposes of the Security Trust Deed includes each
      Transaction Document.

      Trust Expenses means, in relation to a 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;


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      (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 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.

      US$ Noteholder means, for the purposes of the Security Trust Deed, a Class
      A-1 Noteholder.

      Voting Mortgagee means:

      (a)   with respect only to the enforcement of the security under the
            Security Trust Deed, for so long as the Secured Moneys of the Class
            A-1 Noteholders and the A$ Noteholders represent 75% or more of
            total Secured Moneys, the Noteholder Mortgagees alone; and

      (b)   at any other time (subject to clause 40.17 of the Security Trust
            Deed):

            (i)   the Note Trustee, acting on behalf of the Class A-1
                  Noteholders under the Note Trust Deed and clause 7 of the
                  Security Trust Deed and, if the Note Trustee has become bound
                  to take steps and/or to proceed hereunder and fails to do so
                  within a reasonable time and such failure is continuing, the
                  Class A-1 Noteholders, and then only if and to the extent the
                  Class A-1 Noteholders are able to do so under Australian law;
                  and

            (ii)  each other Mortgagee (other than a Class A-1 Noteholder).

2.2   Interpretation

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


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2.3   Limitation of liability

      (a)   General

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

      (b)   Liability of Trustee limited to its right of indemnity

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

            (v)   In exercising their powers under the Transaction Documents,
                  each of the Trustee, the Security Trustee and the Noteholders
                  must ensure that no attorney, agent, delegate, receiver or
                  receiver and manager appointed by it in accordance with this
                  Supplementary Terms Notice or any other Transaction Documents
                  has authority to act on behalf of the Trustee in a way which
                  exposes the Trustee to any personal


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                  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, the
                  Principal Paying Agent, the Note Trustee, the Note Registrar
                  and the provider of any Support Facility.

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

2.4   Knowledge of Trustee

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

3.    Direction and Trust Back

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

      (a)   A Trust Back, entitled Crusade Global Trust Back No. 1 of 2004, is
            created in relation to Other Secured Liabilities secured by the
            Purchased Receivable Securities.

      (b)   The parties agree that the Trust Back 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-1 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:

                                                  (i)   Class A-1 Notes

                                                  (ii)  Class A-2 Notes

                                                  (iii) Class B Notes

                                                  (iv)  Class C Notes

      (b)   Total Initial Invested Amount of each (i) Class A-1 Notes -
                                                      US$1,000,000,000


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            Class of Notes:

                                                  (ii)   Class A-2 Notes -
                                                         A$[500,000,000]

                                                  (iii)  Class B Notes -
                                                         A$[28,000,000]

                                                  (iv)   Class C Notes -
                                                         A$[4,300,000]

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

      (d)   Margin:                               (i)    in the case of the
                                                         Class A-1 Notes, [*]%
                                                         per annum; and

                                                  (ii)   in the case of the
                                                         Class A-2 Notes, [*]%
                                                         per annum; and

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

                                                  (iv)   in the case of the:

                                                         Class B Notes: [*]% per
                                                         annum

                                                         Class C Notes: [*]% per
                                                         annum.

      (e)   Initial Invested Amount:              Class A-1 Notes: US$100,000
                                                  per Note and in multiples of
                                                  US1$ in excess thereof.

                                                  Class A-2 Notes: A$[100,000]
                                                  per Note.

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

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

      (f)   Rating:                               (i)    Class A Notes - AAA
                                                         (S&P)/Aaa (Moody's).

                                                  (ii)   Class B Notes - AA
                                                         (S&P)/NR (Moody's).

                                                  (iii)  Class C Notes - A
                                                         (S&P)/NR (Moody's).

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

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

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

      (h)   Quarterly Payment Dates:              (i)    Class A-1 Notes - the
                                                         16th day of April,
                                                         July, October and
                                                         January in each year
                                                         (New York time)


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                                                  (ii)   A$ Notes - 16th day of
                                                         April, July, October
                                                         and January (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-1 Notes
                                                         will be 16th April 2004
                                                         (New York time) and the
                                                         first Quarterly Payment
                                                         Date for the A$ Notes
                                                         will be 16th April 2004
                                                         (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.

      (i)   Final Maturity Date:                  (i)    Class A-1 Notes - the
                                                         Quarterly Payment Date
                                                         falling in [January
                                                         2035] (New York time).

                                                  (ii)   A$ Notes - the
                                                         Quarterly Payment Date
                                                         falling in [January
                                                         2035] (Sydney time).

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

4.3   Issue of Notes

      (a)   Class A-1 Notes must be issued in amounts, or on terms, such that
            their offer for subscription and their issue will comply with:

            (i)   the Financial Services and Markets Act 2000 (UK) and all
                  regulations made under or in relation to that Act and the
                  Public Offers of Securities Regulations 1995, as amended; and

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

      (b)   A$ Notes must be issued in minimum parcels or subscriptions which
            have an aggregate subscription amount of $500,000, (disregarding any
            amount payable to the extent to which


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            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 2001 (Cth).

      (c)   No A$ Note has been or will be registered under 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.

      (d)   If:

            (i)   the Trustee, or the Manager on behalf of the Trustee, has
                  agreed to issue any Notes and has received the Subscription
                  Amount for them; and

            (ii)  on the Note Issue Date, the aggregate Subscription Amount
                  received is less than the amount specified in the
                  corresponding Note Issue Direction,

            then (unless otherwise agreed);

            (iii) no Notes or no further Notes (as the case may be shall be
                  issued; and

            (iv)  all Subscription Amounts received will be repaid without
                  interest to the prospective subscribers for those Notes and
                  all issued Notes will be redeemed in full using the relevant
                  Subscription Amounts.

4.4   Trustee's Covenant to Noteholders and the Note Trustee

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

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

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

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

            (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 in respect of which
            Principal Payments are required to be made, the Invested Amount of
            that Note shall be reduced by, and the obligations of the Trustee
            with respect to that Note shall be discharged to the extent of, the
            amount of the Principal Payment made on that Quarterly Payment Date
            in respect of that Note.

      (b)   All payments of principal on Class A-1 Notes will be made in United
            States dollars.


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

4.6   Final Redemption

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

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

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

      (c)   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 and including the Closing Date
      to but excluding the date upon which that Note is finally redeemed under
      clause 4.6.

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-1 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


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

      (c)   All payments of interest on Class A-1 Notes will be made in United
            States dollars.

      (d)   All payments of interest on 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-1 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 a Class of the Class
      A Notes on or before the first Quarterly Payment Date falling after 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):

      (a)   in the case of the Class A-1 Notes, [*]% per annum; and

      (b)   in the case of the Class A-2 Notes, [*]% per annum.

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

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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


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                  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

      (d)   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;

            (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 (vi) to (x) (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:

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

                  (B)   the payment to the Currency Swap Provider under the
                        Confirmation relating to Class A-1 Notes of the A$ Class
                        A Interest Amount payable under that Confirmation at
                        that date; and

                  (C)   the payment to the Class A-2 Noteholders of the relevant
                        Class A Interest amount;


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

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

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

           (x)    tenth, the payment to the Class C Noteholders of the Class C
                  Interest amount.

      (e)   The Trustee shall only make a payment under any of sub-paragraphs
            (c)(i) to (c)(x) inclusive if it is directed in writing to do so by
            the Manager and only to the extent that any Total Available Funds
            remain from which to make the payment after amounts with priority to
            that payment have been 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-1 Notes, of the A$
                        Equivalent of any Carryover Class A Charge Offs relating
                        to the Class A-1 Notes;

                  (B)   as a payment to the Class A-2 Noteholders of an amount
                        equal to the Carryover Class A Charge Offs relating to
                        the Class A-2 Notes; and

                  (C)   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


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                  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), (iv) 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
            Residual Income Beneficiary on the relevant Quarterly Payment Date.

      (b)   The Trustee may not recover any Excess Distributions from the
            Residual Income Beneficiary once they are paid to the Residual
            Income Beneficiary except where there has been a manifest error in
            the relevant calculation of the Excess Distributions.

5.4   Initial Principal Distributions

      (a)   (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:


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            (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; and

            (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
            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, pari passu and rateably between the Class A-1 Notes
                  and Class A-2 Notes:

                  (A)   as a payment to the Currency Swap Provider under the
                        Confirmation relating to the Class A-1 Notes, of an
                        amount equal to the lesser of:

                        (1)   the Class A-1 Noteholders' proportionate share of
                              the amount available for distribution under this
                              sub-paragraph (ii) after all payments which have
                              priority under this clause 5.5; and

                        (2)   the A$ Equivalent of the Invested Amounts for all
                              Class A-1 Notes; and

                  (B)   as a payment to the Class A-2 Noteholders, of an amount
                        equal to the lesser of:

                        (1)   the Class A-2 Noteholders' proportionate share of
                              the amount available for distribution under this
                              sub-paragraph (ii) after all payments which have
                              priority under this clause 5.5; and


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                        (2)   the Invested Amounts in respect of all Class A-2
                              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 (iii) 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 (iv) 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 (a)(i) to (a)(iv) inclusive if it is directed in
            writing to do so by the Manager and only to the extent that any
            Principal Collections remain from which to make the payment after
            amounts with priority to that payment have been distributed.

5.6   Principal distributions on and after Stepdown Date

      (a)   Subject to paragraph (b), on the Stepdown Date and 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:

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

            (ii)  second, as a payment, out of the Class A Principal
                  Distribution Amount pari passu and rateably between the Class
                  A-1 Notes and the Class A-2 Notes:

                  (A)   to the Currency Swap Provider under a Confirmation
                        relating to the Class A-1 Notes, of an amount equal to
                        the lesser of:

                        (1)   the Class A-1 Proportion of that Class A Principal
                              Distribution Amount; and

                        (2)   the A$ Equivalent of the aggregate Invested
                              Amounts of the Class A-1 Notes on that Payment
                              Date; and

                  (B)   as a payment to the Class A-2 Noteholders of principal
                        on the Class A-2 Notes of an amount equal to the lesser
                        of:

                        (1)   the Class A-2 Proportion of that amount of the
                              Class A Principal Distribution Amount; and

                        (2)   the aggregate Invested Amount of the Class A-2
                              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


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            (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
            sub-paragraphs (a)(i) to (a)(iv) (inclusive) above if it is directed
            in writing to do so by the Manager and only to the extent that any
            Principal Collections remain from which to make the payment after
            amounts with priority to that payment have been 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 clauses 5.3,
      5.4 and 5.5(a), the Trustee must pay any Principal Collections which
      remain available:

      (a)   first, to the Approved Seller in reduction of the Principal
            Outstanding (as defined in the Seller Loan Agreement) as a full and
            final settlement of the obligations of the Trustee under the Seller
            Loan Agreement; and

      (b)   second, to the Residual Income Beneficiary as a distribution of
            capital of the Trust.

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 Stated 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.

      (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.


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      (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 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.


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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 exceed
      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) 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


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            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)(vi)(B), will be paid pari
                  passu in relation to Class A-1 Notes as payments of Class A
                  Interest on those Class A-1 Notes;

            (ii)  under clause 5.2(a)(ii)(A), will be paid pari passu in
                  relation to Class A-1 Notes in or towards reinstating the
                  Stated Amount of those Class A-1 Notes, to the extent of the
                  Carryover Class A Charge Offs; and

            (iii) amounts credited under clauses 5.5(a)(ii) and
                  5.6(a)(ii)(A)(1), pari passu to Class A-1 Noteholders as Class
                  A Principal Payments on the Class A-1 Notes until the Invested
                  Amounts of the Class A-1 Notes have been reduced to zero.

5.16  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

      (a)   The proceeds from the enforcement of the Charge over the Mortgaged
            Property (each as defined in the Security Trust Deed) are to be
            applied in the following order of priority, subject to any other
            priority which may be required by statute or law:

            (i)   first, to pay (pari passu and rateably):

                  (A)   any fees and other expenses due to the Security Trustee
                        or the Note Trustee;

                  (B)   any fees and other expenses due to the Principal Paying
                        Agent;

                  (C)   any Expenses then due and unpaid with respect to the
                        Trust; and

                  (D)   the Receiver's remuneration;


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           (ii)   second, to pay all costs, charges, expenses and disbursements
                  properly incurred in the exercise of any Power (as defined in
                  the Security Trust Deed) by the Security Trustee, the Note
                  Trustee, a Receiver or an Attorney or other amounts payable to
                  the Security Trustee or the Note Trustee under the Security
                  Trust Deed;

           (iii)  third, to pay any unpaid Accrued Interest Adjustment due to
                  the Approved Seller;

           (iv)   fourth, to pay to the Swap Provider under the Interest Rate
                  Swap any Break Payments received by or on behalf of the
                  Trustee from a Borrower or any Mortgage Insurer and which have
                  not previously been paid to that Swap Provider.

           (v)    fifth, to pay (pari passu and rateably):

                  (A)   all Secured Moneys owing to the Support Facility
                        Providers (other than the Currency Swap Provider);

                  (B)   all Secured Moneys owing to the Class A Noteholders (as
                        at the date of payment);

                  (C)   all Secured Moneys owing in relation to any Redraws made
                        by the Approved Seller for which it has not been
                        reimbursed under the Trust Documents; and

                  (D)   all Secured Moneys owing to the Currency Swap Provider
                        specified in a Confirmation relating to Class A-1 Notes
                        (but without double counting with payments under
                        sub-paragraph (ii) or (v)(B));

           (vi)   sixth, all Secured Moneys owing to the Class B Noteholders (as
                  at the date of payment);

           (vii)  seventh, all Secured Moneys owing to the Class C Noteholders
                  (as at the date of payment);

           (viii) eighth, to pay (pari passu and rateably) any amounts not
                  covered above owing to any Mortgagee under any Transaction
                  Document;

           (ix)   ninth, to pay the holder of any subsequent Security Interest
                  over Trust Assets of which the Security Trustee has notice of
                  the amount properly secured by the Security Interest; and

           (x)    tenth, to pay any surplus to the Trustee to be distributed in
                  accordance with the Master Trust Deed and the Supplementary
                  Terms Notice.

      (b)  The surplus will not carry interest. If the Security Trustee or a
           Receiver, Mortgagee or Attorney pays the surplus to the credit of an
           account in the name of the Trustee with any bank carrying on
           business in Australia, the Security Trustee, Receiver, Mortgagee or
           Attorney (as the case may be) will be under no further liability in
           respect of it.

      (c) For the purposes of this clause 5.18, the A$ Equivalent of the US$
          denominated principal amount owed to the Class A-1 Noteholders will be
          determined by the Manager and notified to the Trustee as being the A$
          amount equal to:

          (i)     if the Currency Swap is then in full force and effect, the A$
                  Exchange Rate multiplied by the aggregate Invested Amount
                  (in US$) of the Class A-1 Notes; or

          (ii)    if the Currency Swap is not then in full force and effect, the
                  spot rate of exchange advised to the Security Trustee by the
                  Manager which is used for calculation of amounts payable on
                  the occurrence of an Early Termination Date under the
                  relevant Currency Swap (as defined  in that Currency Swap)
                  multiplied by the aggregate Invested Amount (in US$) of the
                  Class A-1 Notes.


5.19  Prescription

      Despite any other provision of this Supplementary Terms Notice and the
      Master Trust Deed, Condition 8 of the Class A-1 Notes applies to all
      amounts payable in relation to any Class A-1 Note.


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

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

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

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

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

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

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


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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)(vi)(B), 5.2(a)(ii)(A), 5.5(a)(ii)(A) and
      5.6(a)(ii)(A)(1) 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 A-2 Noteholders, 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 relevant Class A Bond Factors, 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

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

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,

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

      (b)   (Trustee's Fee and Security Trustee's Fee)


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            (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 agreed by the Manager, the Trustee and the
                        Security Trustee in writing from time to time; and

                  (C)   on the actual number of days in the 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)

            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;


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            (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)

            Subject to clause 6.1(b)(i)(B), none of the above fees in this
            clause 6.1 are to be increased by reference to any applicable goods
            and services tax unless:

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

            (ii)  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
                  and a rating of Aaa (long term) or P-1 (short term) (as the
                  case may be) from Moody's to be an Authorised Investment for
                  the Trust;

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

            (iii) each investment must be denominated in A$;

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

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

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

                             securities which are "mortgage-backed securities"
                             within the meaning of each of the Duties Act, 1997
                             of New South Wales and the Duties Act, 2000 of
                             Victoria, the Duties Act, 2001 of Queensland and
                             the Duties Act, 1999 of the Australian Capital
                             Territory (if applicable).

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

                             any other assets of a class of assets that are:


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                        (A)   included within the definition "pool of mortgages"
                              under the Duties Act 1997 of New South Wales;

                        (B)   included within the definition of "pool of
                              mortgages" under the Duties Act 2000 of Victoria;

                        (C)   included within the definition "pool of mortgages"
                              under the Duties Act 2001 of Queensland; and

                        (D)   included within the definition "pool of mortgages"
                              (if applicable) under the Duties Act 1999 of the
                              Australian Capital Territory.

            (viii) the reference to Stamp Duties Act, 1920 in the last paragraph
                   of that definition is deleted and replaced with Duties Act,
                   1997 and the reference to Stamps Act, 1958 in that paragraph
                   is deleted and replaced with Duties Act, 2000.

      (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", "head of", "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

      (e)   The definition of Euroclear is deleted and the following definition
            inserted:

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

      (f)   Clause 1.1 - Expenses

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


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

      (g)   Clause 1.1 - Extraordinary Resolution

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

                  Extraordinary Resolution means, in relation to:

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

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

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

                  (b)   all Noteholders means, subject to the provisions of the
                        Security Trust Deed a resolution passed, in a meeting of
                        all A$ Noteholders duly convened and held in accordance
                        with the provisions contained in clause 29 of this
                        Master Trust Deed and in a meeting of Class A-1
                        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-1 Notes held by
                                                 Class A-1 Noteholders who voted
                                                 in favour of the resolution

                                            T =  the Total Invested Amount.

                  (c)   all Class A Noteholders means, subject to the provisions
                        of the Security Trust Deed a resolution passed, in a
                        meeting of all Class A-2 Noteholders duly convened and
                        held in accordance with the provisions contained in
                        clause 29 of this Master Trust Deed and in a meeting of


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                        Class A-1 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 Class A-2
                                                Noteholders voting in favour of
                                                the resolution;

                                            I = the US$ Equivalent of the
                                                aggregate Invested Amount of all
                                                Class A-2 Notes;

                                            U = the aggregate Invested Amount of
                                                the Class A-1 Notes held by
                                                Class A-1 Noteholders who voted
                                                in favour of the resolution

                                            T = the aggregate Invested Amount of
                                                all Class A Notes.

      (h)   Clause 1.1 - Definitions

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

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

            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.

            Offset Arrangement means any agreement or arrangement between the
            Approved Seller and a borrower under which the amount of interest
            which would (but for such agreement or arrangement) have been
            payable under or in respect of a Loan is reduced by reference to


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            any credit balance on any savings or cheque account in the name of a
            borrower (whether alone or jointly with another person) which is
            kept with the Seller.

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

            Representative means:

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

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

      (i)   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.

      (j)   Clause 1.1 - Residual Income Beneficiary

            New definitions are inserted in clause 1.1 as follows:

            Residual Income Beneficiary, in relation to a Trust, means any
            person who holds or is taken to hold a Residual Income Unit.

            Residual Income Unit, in relation to a Trust, has the meaning given
            in the Supplementary Terms Notice for that Trust.

      (k)   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.

      (l)   Clause 4 - Notes

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

            4.    Notes

            4.1   Acknowledgement of indebtedness

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

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

                  (b)   each Class A-1 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


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                  under this Master Trust Deed, the Supplementary Terms Notice
                  and the Security Trust Deed, and (in relation to a Class A-1
                  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-1 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-1 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-1 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

                  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.


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            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-1 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.

      (m)   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-1 Noteholders.

      (n)   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.

      (o)   Clause 6.7 - Subscription Agreement

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

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

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

      (p)   Clause 6.8 - Action Following Note Issue

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

                  6.8   Action Following Note Issue

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

                        (a)   in relation to A$ Notes only:

                              (i)    (enter details in the Register) the Trustee
                                     shall enter into the Register for that
                                     Trust in accordance with clause 28 the
                                     information required under clause 28.1;


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                              (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-1 Notes only, the Trustee
                              shall issue those Class A-1 Notes in accordance
                              with the relevant Note Trust Deed and the relevant
                              Supplementary Terms Notice.

      (q)   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-1
                  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-1 Notes in
                        circumstances which would require the preparation, issue
                        and/or filing of a prospectus in England pursuant to the
                        Public Offers of Securities Regulations 1995 or under
                        any replacement or subsidiary legislation or
                        regulations.


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                      (d)    None of the Trustee, the Manager, the Servicer, the
                             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:

                              (i)   (Master Trust Deed) the terms of this Master
                                    Trust Deed;

                              (ii)  (Supplementary Terms Notice) the terms of
                                    the Supplementary Terms Notice;

                              (iii) (Security Trust Deed) the terms of the
                                    Security Trust Deed; or

                              (iv)  (the Law) any law of an Australian
                                    Jurisdiction; or

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

                  7.9   Refusal to register absolute

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

                  7.10  No fee for registration of a Note Transfer

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


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                  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 this Master Trust Deed and
                              the relevant Supplementary Terms Notice relating
                              to the transfer of A$ Notes and the registration
                              of Note Transfers


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


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                  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.

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


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                        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

                              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


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                              the Register and the Note Acknowledgement so sent
                              shall be at the risk of that A$ Noteholder.

      (s)   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.

      (t)   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.

      (u)   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.

      (v)   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 additional representations
            and warranties in relation to each Sale Notice.

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

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

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


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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.


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           (x)      (Solvency of other insurers) The officers of the Approved
                    Seller who have responsibility for the transactions
                    contemplated by the Transaction Documents do not have actual
                    notice that any insurer under any insurance policy (other
                    than a Mortgage Insurer under any Mortgage Insurance Policy)
                    in relation to a Receivable is insolvent or will be unable
                    to pay a valid claim.

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

           (xii)    (No void transactions) The assignment of the Receivables
                    which are specified in the Sale Notice and Receivable Rights
                    will not be 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


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                        entered into it complied in all material respects with
                        the Approved Seller's underwriting and operations
                        procedures, as agreed with the Manager.

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

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

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

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

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

                (xxiv)  (Information on Receivables) All information provided by
                        the Approved Seller to the Trustee in connection with
                        the Receivables, the Receivable Securities and the
                        Related Securities was, when given, true and accurate in
                        all material respects and not misleading or deceptive
                        and did not omit to state a material fact necessary 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.



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

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

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

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

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

           (xxxi)   (Stamp Duty) The Approved Seller will pay all applicable
                    stamp duties imposed by Queensland as a result of the
                    initial equitable assignment by the Approved Seller to the
                    Trustee of the Receivables specified in the Sales Notice.

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

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

           (i)      deleting to "the satisfaction of the Manager and the
                    Trustee" and inserting in place of those words "(if capable
                    of remedy to the satisfaction of the Manager and the
                    Trustee)";

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

           (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(v)(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.

      (x)   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


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                    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.

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

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

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

            (ii)  (Offset Arrangements) it will, following the occurrence of a
                  Title Perfection Event, ensure that any Offset Arrangement in
                  respect of a Loan is terminated on or prior to the legal
                  assignment of that Loan to the Trustee under clause 12.9(b).

      (z)   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.

      (aa)  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.

      (bb)  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


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            (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.

      (cc)  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.

      (dd)  Clause 16.4 - Voluntary Retirement

      (ee)  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".

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

            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.

      (gg)  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

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

            Clause 18.3 of the Master Trust Deed is amended by:

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


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

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

            (ii)  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):

      (jj)  (Change Bank Accounts) If a Collection Account is held with a Bank
            which ceases to be an Approved Bank then the Manager must direct the
            Trustee to, and the Trustee shall, as soon as practicable, and in
            any event, within 2 days of receipt of actual notice of that
            cessation;

                        (1)   commence opening an account with an Approved Bank
                              (the New Collection Account); and

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

                        (3)   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.

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

      (kk)  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."

      (ll)  Clause 24 - Income Entitlements and Payments

            For the purposes of this Trust clause 24 of the Master Trust Deed is
            deleted and a new clause 24 inserted as follows:

            24.   Income Entitlements and Payments

            24.1  Cashflow Allocation Methodology

                  Collections in relation to a Trust and other amounts credited
                  to the Collection Account for that Trust will be allocated by
                  the Manager on behalf of the Trustee,


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                  and paid by the Trustee, as directed by the Manager, in
                  accordance with the Supplementary Terms Notice for that Trust.

            24.2  Income of the Trust

                  For each Financial Year in respect of a Trust the Manager will
                  ascertain the following on behalf of the Trustee:

                  (a)   the net income of that Trust in accordance with section
                        95(1) of the Taxation Act (the Tax Income); and

                  (b)   the net income of that Trust in accordance with
                        conventional accounting principles applicable to the
                        administration of trusts (the Accounting Income).

            24.3  Income Entitlement

                  Notwithstanding anything to the contrary contained in this
                  deed, but subject to clause 24.4:

                  (a)   (Present entitlement) the Residual Income Beneficiaries
                        shall, as at the end of each Financial Year for that
                        Trust, have an absolute vested interest in, and be
                        presently entitled to, the income of that Trust; and

                  (b)   (Application of income) unless the Trustee otherwise
                        determines, having regard to any relevant taxation or
                        other implications for the Trustee (disregarding for
                        these purposes any possible operation of clause 24.4) or
                        both for any Financial Year for that Trust, for the
                        purposes of paying, applying, distributing, setting
                        aside or allocating any income for the benefit of the
                        Residual Income Beneficiaries in accordance with the
                        terms of this deed in respect of that Financial Year,
                        the income that is to be so paid, applied, distributed,
                        set aside or allocated shall be whichever is the greater
                        of the Tax Income or the Accounting Income for that
                        Financial Year.

            24.4  Distribution of excess Tax Income

                  For the avoidance of doubt, in the event that the Tax Income
                  exceeds the income of the Trust for the purposes of clause
                  24.3(a) for a Trust in any Financial Year for that Trust then,
                  notwithstanding anything to the contrary in this deed,
                  provided there is an amount to which clause 24.3(a) applies,
                  the Manager must direct the Trustee to, and the Trustee shall,
                  so far as possible, ensure that such excess is allocated to
                  the Residual Income Beneficiaries of that Trust for that
                  Financial Year and shall take such action as is necessary to
                  give effect to this clause.

            24.5  Payments to Beneficiaries

                  (a)   (Distributable income due as at close of Financial Year)
                        The income of a Trust for a Financial Year (to the
                        extent not previously distributed) shall, subject to
                        clause 24.7, constitute a debt due as at the end of that
                        Financial Year by the Trustee as trustee of the Trust to
                        each Residual Income Beneficiary of that Trust who is
                        entitled to the income under


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                        clause 24.3(a) and shall, subject to clause 24.7, be
                        payable under clause 24.5(b).

                  (b)   (Payment) Subject to clause 24.7, the Trustee may make
                        interim distributions of the income of a Trust to the
                        relevant Residual Income Beneficiary in accordance with
                        the terms of the Supplementary Terms Notice for that
                        Trust and shall as soon as practicable after the end of
                        a Financial Year transfer an amount representing the
                        income of that Trust (to the extent not previously
                        distributed) from the central bank account of that Trust
                        to the bank accounts of each Residual Income Beneficiary
                        of that Trust as directed by the relevant Beneficiary.

                  (c)   (Residual capital) On the termination of a Trust, the
                        surplus capital of that Trust remaining after
                        satisfaction by the Trustee of all its obligations in
                        respect of that Trust shall be paid to the Residual
                        Income Beneficiaries of that Trust in accordance with
                        the terms of the Supplementary Terms Notice for that
                        Trust.

            24.6  Application of Trust income

                  (a)   If by the last day of any Financial Year for a Trust
                        (the Last Day) the Trustee has not effectively dealt
                        with the whole of the income of that Trust for that
                        Financial Year by paying, applying or distributing it,
                        or by setting it aside, then the income not so paid,
                        applied, distributed or set aside shall be deemed to
                        have been irrevocably applied and set aside on the Last
                        Day by the Trustee on behalf of, and shall be held by
                        the Trustee on and from the Last Day upon trust
                        absolutely for, the Residual Income Beneficiaries of
                        that Trust in accordance with their entitlement to
                        income under this deed (including, for these purposes,
                        the allocation of excess Tax Income (if any) pursuant to
                        clause 24.4).

                  (b)   If the Trustee fails to effectively allocate any excess
                        to the Residual Income Beneficiaries in accordance with
                        clause 24.4, then such excess shall vest or be deemed to
                        be vested in those Residual Income Beneficiaries.

                  (c)   For the purposes of this clause 24.6 references to
                        income of that Trust for any Financial Year shall be to
                        the greater of the Tax Income or the Accounting Income
                        for that Financial Year.

            24.7  Subordination of Residual Income Beneficiary Entitlements

                  (a)   No moneys may be paid out of a Trust during a Financial
                        Year to Residual Income Beneficiaries under clause 24.5,
                        whilst there is any amount due, but unpaid, which is in
                        accordance with clause 24.1 to be paid in priority to
                        those amounts and before the Trustee is satisfied, after
                        consulting with the Manager, that sufficient allowance
                        has been made for those priority amounts in relation to
                        that Trust, accruing during that Financial Year. To the
                        extent that there is an amount payable under clause 24.1
                        which is to be paid in priority to the amounts payable
                        to the


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                        Residual Income Beneficiaries, those Residual Income
                        Beneficiaries direct the Trustee to meet the amount
                        payable under clause 24.1 as an application of their
                        entitlement to the income of that Trust.

                  (b)   Notwithstanding paragraph (a) of this clause, once an
                        amount is paid out of a Trust to the Residual Income
                        Beneficiaries during a Financial Year, that amount may
                        not be recovered from those Residual Income
                        Beneficiaries for any reason or by any person except to
                        the extent that the amount was paid in error or as
                        otherwise required by the relevant Supplementary Terms
                        Notice.

            24.8  Insufficient moneys

                  If after the application of the provisions of clauses 24.1 and
                  24.3 there is insufficient money available to the Trustee in
                  respect of a Trust to pay the full amount due to Noteholders
                  for that Trust, the deficiency shall, subject to the
                  Supplementary Terms Notice for the Notes or any Class of Notes
                  issued in relation to that Trust, be borne by the Noteholders
                  in the manner set out in the relevant Supplementary Terms
                  Notice.

            24.9  Manager to ensure compliance by Trustee

                  Without limiting its other obligations under this deed, the
                  Manager, in exercising its powers and carrying out its duties
                  in accordance with this deed, must, to the extent possible,
                  ensure that the Trustee complies with its obligations under
                  clauses 24.3(b) and 24.4.

      (mm)  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;


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

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

                              (viii) (Supplementary Terms) details of any
                                     supplementary terms applicable to it;

                              (ix)   (Date of entry) the date on which a person
                                     was entered as the holder of that A$ Note;

                              (x)    (Date of cessation) the date on which a
                                     person ceased to be a holder of that A$
                                     Note;

                              (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


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                        related Receivable Rights) entered into the relevant
                        asset register on an individual basis.

                  28.3  Place of keeping Register, copies and access

                        The Register shall be:

                        (a)   (Place kept) kept at the Trustee's principal
                              office in Sydney or at such place as the Trustee
                              and the Manager may agree;

                        (b)   (Access to Manager and Auditor) open to the
                              Manager and the Auditor of the Trust to which it
                              relates to inspect during normal business hours;

                        (c)   (Inspection by A$ Noteholders) open for inspection
                              by A$ Noteholders during normal business hours but
                              only in respect of 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


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                                     preceding each Payment Date in respect of
                                     such A$ Notes to close of business on that
                                     Payment Date; or

                              (ii)   when required for the Auditor to conduct
                                     any audit in relation to the Trust; or

                        (b)   with prior notice to each A$ Noteholder, close the
                              Register for other periods not exceeding 30 days
                              (or, subject to the Corporations Act 2001 (Cth),
                              such other period of time as agreed between the
                              Trustee and the Manager, with the approval of an
                              Extraordinary Resolution of the relevant Class of
                              A$ Noteholders), in aggregate, in any calendar
                              year.

                  28.6  Alteration of details on Register

                        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


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                        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.

      (nn)  Clause 29 - Meetings of Noteholders

            For the purposes of the Trust, clause 29 of the Master Trust Deed is
            deleted and a new clause 29 inserted as follows:

                  29.1  Class A-1 Noteholders

                        (a)   Any proposal requiring the consent of Class A-1
                              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-1 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.


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                        (d)   (Copies) A copy of a notice convening a meeting
                              shall be given by the Trustee or the Manager
                              (whichever is convening the meeting) to the other,
                              and also to the Residual Income Beneficiaries and
                              the Designated Rating Agencies. Failure to give
                              such a notice in accordance with this clause shall
                              invalidate the meeting unless the party who has
                              not received the notice waives the invalidation.

                        (e)   (Method of giving notice) Notice of a meeting
                              shall be given in the manner provided in this
                              deed.

                        (f)   (Contents of a notice) Notice of a meeting of any
                              Class or Classes of A$ Noteholders shall specify:

                             (i)     (time etc) the day, time and place of the
                                     proposed meeting;

                             (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

      (i)   (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


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                  Invested Amounts of all A$ Notes outstanding in that Class
                  shall form a quorum for the transaction of business and no
                  business (other than the choosing of a chairperson) shall be
                  transacted at any meeting unless the requisite quorum is
                  present at the commencement of business.

            29.6  Adjournment

                  (a)   (Quorum not present) If within 15 minutes from the time
                        appointed for any meeting a quorum is not present, the
                        meeting shall stand adjourned (unless the Trustee agrees
                        that it be dissolved) for such period, not being less
                        than 7 days nor more than 42 days, as may be appointed
                        by the chairperson. At such adjourned meeting two or
                        more persons present in person being either of the
                        relevant Class or Classes of A$ Noteholders (as the case
                        may be) or a Representative, holding or representing, A$
                        Notes in the relevant Class, with an aggregate Invested
                        Amount 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


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                        carried by a particular majority or lost or not carried
                        by any particular majority is conclusive evidence of the
                        fact without proof of the number or proportion of the
                        votes recorded in favour of or against such resolution.

                  (c)   (Poll) If at any meeting a poll is demanded by the
                        chairperson, the Trustee or the Manager or by one or
                        more persons being either of the relevant Class or
                        Classes of A$ Noteholders (as the case may be) or a
                        Representative, holding or representing, A$ Notes in the
                        relevant Class, with an aggregate Invested Amount of not
                        less than 2% of the Invested Amounts of all A$ Notes
                        outstanding in that Class, it shall be taken in such
                        manner and (subject to this clause) either at once or
                        after such an adjournment as the chairperson directs and
                        the result of such poll shall be deemed to be the
                        resolution of the meeting at which the poll was demanded
                        as at the date of the taking of the poll. 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


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                  The Trustee, the Manager and each relevant Residual Income
                  Beneficiary (through their respective representatives) and
                  their respective financial and legal advisers shall be
                  entitled to attend and speak at any meeting of the A$
                  Noteholders or any Class (as the case may be). No person shall
                  otherwise be entitled to attend or vote at any meeting of the
                  A$ Noteholders or any Class (as the case may be) unless he or
                  she holds outstanding A$ Notes of the relevant Class or is a
                  Representative holding , or representing the holder of, A$
                  Notes of the relevant Class.

            29.9  Appointment of proxies

                  (a)   (Requirements) Each instrument appointing a proxy shall
                        be in writing and, together (if so required by the
                        Trustee) with proof satisfactory to the Trustee of its
                        due execution, shall be deposited at the registered
                        office of the Trustee or at such other place as the
                        Trustee shall designate or approve not less than 24
                        hours before the time appointed for holding the meeting
                        or adjourned meeting at which the named proxy proposes
                        to vote and in 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


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                  corporate as that body corporate could exercise if it were an
                  individual A$ Noteholder and shall be entitled to produce
                  evidence of his or her authority to act at any time before the
                  time appointed for the holding of or at the meeting or
                  adjourned meeting or for the taking of a poll at which he
                  proposes to vote.

            29.11 Rights of Representatives

                  A Representative of an A$ Noteholder shall have the right to
                  demand or join in demanding a poll and shall (except and to
                  the extent to which the Representative is specially directed
                  to vote for or against any proposal) have power generally to
                  act at a meeting for that A$ Noteholder. The Trustee, the
                  Manager and any officer of the Trustee and the Manager may be
                  appointed a Representative.

            29.12 Powers of a meeting of A$ Noteholders

                  (a)   (Powers) Subject to the Security Trust Deed (and in
                        particular any power of the Note Trustee and the Class
                        A-2 Noteholders 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;


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                        (v)   to discharge or exonerate the Trustee, the
                              Manager, an Approved Seller or the relevant
                              Servicer from any liability in respect of any act
                              or omission for which it may become responsible
                              under any Transaction Document;

                        (vi)  to authorise the Trustee, the Manager, the
                              relevant Servicer or any other person to concur in
                              and execute and do all such documents, acts and
                              things as may be necessary to carry out and give
                              effect to any Extraordinary Resolution; and

                        (vii) to exercise any other power expressly granted
                              under the Supplementary Terms Notice.

            (b)   (No power) No meeting of the Class A$ Noteholders shall have
                  power to, nor shall any resolution submitted to the meeting
                  propose or have the effect of:

                        (i)   removing the Servicer or the Manager from office;

                        (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$


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                  Noteholders shall be conclusive evidence of those matters and
                  until the contrary is proved every such meeting in respect of
                  the proceedings of which minutes have been made and signed
                  shall be deemed to have been duly convened and held and all
                  resolutions passed or proceedings transacted at such meeting
                  to have been duly passed and transacted.

            29.15 Written resolutions

                  Notwithstanding the preceding provisions of this clause 29, a
                  resolution of a Class or Classes of A$ Noteholders (including
                  an Extraordinary Resolution) may be passed, without any
                  meeting or previous notice being required, by an instrument or
                  instruments in writing which has or have:

                  (a)   in the case of a resolution (including an Extraordinary
                        Resolution) of the relevant Class or Classes of A$
                        Noteholders (as the case may be), been signed by all of
                        the A$ Noteholders in the relevant Class or Classes of
                        Class A$ Noteholders; and

                  (b)   any such instrument shall be effective on presentation
                        to the Trustee for entry in the records referred to in
                        clause 29.14.

            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.

      (oo)  Clause 30.13

            For the purpose of the Trust, in clause 30.13, a new paragraph (g)
            is inserted as follows:

                  (g)   The Trustee will not be regarded as negligent or in
                        breach of trust to the extent to which it accepts and
                        relies on an opinion, advice or letter from a
                        professional adviser (legal, financial, audit or
                        otherwise) which contains a dollar amount limitation on
                        that professional adviser's liability.

      (pp)  Clause 30.15


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            (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.

      (qq)  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.

            (i)   32.1 Payments to Noteholders

                  (a)   Any payment made by or on behalf of the Trustee in
                        respect of any Class A-1 Note shall be made in
                        accordance with the relevant Supplementary 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.

            (ii)  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.

            (iii) 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).


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                        There is a full satisfaction of the moneys payable under
                        a Class A-1 Note, and a good discharge to the Trustee,
                        the Manager or the Servicer (as the case may be) in
                        relation to that Class A-1 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.

            (iv)  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 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-1 Notes)
                              Payments on Class A-1 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 of the Class A-1 Notes. 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-1
                              Noteholders in respect of that withholding or
                              deduction.


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                        (d)   The interest payments on the Notes will not be
                              subject to TFN withholding as the Notes will not
                              be "Part VA Investments"

            (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.

      (rr)  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)   A new clause 3.1(v) is inserted as follows:

            (v)   deliver to the Manager a certificate in the form of Schedule 5
                  of the Supplementary Terms Notice in respect of that Trust;

      (b)   A new clause 3.1(w) is inserted as follows:

            use its best endeavours to procure that, each year, an independent
            public accountant:

            (i)   conducts an examination of the documents and records relating
                  to the servicing by the Servicer of the Loans secured by
                  Mortgages in respect of that Trust during the most recent
                  calendar year ended 30 September, which complies with the
                  Uniform


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                  Single Attestation Program for Mortgage Bankers issued by the
                  Mortgage Bankers Associate of America or similar procedure;
                  and

            (ii)  delivers to the Manager a compliance certificate similar to
                  that attached as Schedule 6 of the Supplementary Terms Notice
                  in respect of that examination,

            in each case such that the Manager is able to comply with its
            obligations under Section 302 of the United States Sarbanes-Oxley
            Act of 2002 and Rules 13a-14 and 15d-14 of the United States
            Securities Exchange Act of 1934, provided that in the case of
            Crusade Global Trust No. 1 of 2004, the first year in which a
            certificate or audit report referred to above is deliverable, or on
            examination is required, will be 2004.

      (c)   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".

      (d)   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".

      (e)   Clause 7.3(a) is amended by replacing the number "120" with the
            number "90".

6.4   Clause 6.14

      For the purposes of clause 6.14 of the Master Trust Deed, all references
      to Notes in that clause shall be references only to Class A-1 Notes.

7.    Call and Tax Redemption

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

7.1   Call of Class A Notes

      The Trustee must, when so directed by the Manager (at the Manager's
      option), having given not more than 60 nor less than 45 days' notice to
      the Class A Noteholders in accordance with, in the case of the Class A-1
      Notes, Condition 12 and in the case of the Class A-2 Notes, in accordance
      with the terms of this Supplementary Terms Notice and the Master Trust
      Deed, purchase or redeem all, but not some only of the Class A Notes by
      repaying the Invested Amount, or, if 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 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 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   Call of Class B Notes

      The Trustee must, when so directed by the Manager (at the Manager's
      option), having given not more than 60 nor less than 45 days' notice to
      the Class B Noteholders and purchase or redeem all,


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      but not some only of the Class B Notes by repaying the Invested Amount,
      or, if the Class B Noteholders, by Extraordinary Resolution of the Class B
      Noteholders so agree, the Stated Amount, of those Class B Notes, together
      with accrued interest to (but excluding) the date of repurchase or
      redemption on any Quarterly Payment Date falling on or after the 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, provided that:

      (a)   the Trustee will be in a position on such Quarterly Payment Date to
            discharge (and the Manager so certifies to the Trustee upon which
            the Trustee will rely conclusively) all its liabilities in respect
            of the Class B Notes (at their Invested Amount or their Stated
            Amount if so agreed by the Class B Noteholders) and any amounts
            which would be required under the Security Trust Deed to be paid in
            priority or pari passu with the Class B Notes if the security for
            the Notes were being enforced; and

      (b)   all Class A Notes have been redeemed in full before that Quarterly
            Repayment Date, or will be redeemed in full on that Quarterly
            Repayment Date.

7.3   Call of Class C Notes

      The Trustee must, when so directed by the Manager (at the Manager's
      option), having given not more than 60 nor less than 45 days' notice to
      the Class C Noteholders and purchase or redeem all, but not some only of
      the Class C Notes by repaying the Invested Amount, or, if the Class C
      Noteholders, by Extraordinary Resolution of the Class C Noteholders so
      agree, the Stated Amount, of those Class C Notes, together with accrued
      interest to (but excluding) the date of repurchase or redemption on any
      Quarterly Payment Date falling on or after the 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, provided that:

      (a)   the Trustee will be in a position on such Quarterly Payment Date to
            discharge (and the Manager so certifies to the Trustee upon which
            the Trustee will rely conclusively) all its liabilities in respect
            of the Class C Notes (at their Invested Amount or their Stated
            Amount if so agreed by the Class C Noteholders) and any amounts
            which would be required under the Security Trust Deed to be paid in
            priority or pari passu with the Class C Notes if the security for
            the Notes were being enforced. Repayment and purchase of the Class C
            Notes in accordance with this clause 7.3 shall be in full
            satisfaction of the Trustee's obligations under the Class C Notes;
            and

      (b)   all Class B Notes have been redeemed in full before that Quarterly
            Repayment Date or will be redeemed in full on that Quarterly
            Repayment Date.

7.4   Full satisfaction

      Repayment and redemption of Class A Notes, Class B Notes or Class C Notes
      in accordance with clause 7.1, 7.2 and 7.3 (as the case may be), shall be
      in full satisfaction of the Trustee's obligations under the Notes.


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7.5   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 and 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
      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 and Removal of Purchased Receivables

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

8.1   Approved Seller substitution

      (a)   The Trustee must, at the direction of the Manager (at the Manager's
            option), at any time replace a Receivable of the Trust which has
            been repurchased by the Approved Seller under clause 12.6(d) of the
            Master Trust Deed using the funds received from the repurchase to
            purchase a substitute Eligible Receivable from the Approved Seller,
            if available.

      (b)   The Approved Seller may elect to sell a substitute Receivable to the
            Trustee (which the Trustee shall acquire if it is directed by the
            Manager to do so), provided the substitute Receivable satisfies the
            following requirements:

            (i)   it complies with the Eligibility Criteria;

            (ii)  at the time of substitution, the substitute Receivable has a
                  maturity date no later than the date being 2 years prior to
                  the Final Maturity Date;


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            (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);

            (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:

            (i)   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;

            (ii)  an outgoing owner-occupied or investment Mortgage will be
                  replaced by another owner-occupied or investment Mortgage (as
                  the case may be);

            (iii) 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;

            (iv)  an outgoing Eligible Receivable will be substituted by another
                  Eligible Receivable with a security property located in the
                  same State or Territory;


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            (v)   an outgoing Eligible Receivable will be substituted by another
                  Eligible Receivable with a security property with the same or
                  similar postcode; and

            (vi)  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.

8.4   Removal of Purchased Receivables - Top Ups

      (a)   If during any Collection Period an Obligor requests from the
            Servicer an increase in the principal balance under the Receivable
            Agreement for the relevant Purchased Receivable (other than as a
            Redraw) and that request is approved by the Servicer, the Manager
            must direct the Trustee to offer to transfer that Purchased
            Receivable from the Trust to St.George subject to this clause 8.4.

      (b)   If the Trustee receives a direction from the Manager under paragraph
            (a) in respect of a Purchased Receivable, it must deliver to
            St.George an offer in writing to extinguish the Trustee's equitable
            title to the relevant Purchased Receivables in favour of St.George.
            The Manager must prepare that offer on behalf of the Trustee, and
            that offer must specify:

            (i)   details of the Purchased Receivable;

            (ii)  the proposed date of extinguishment of equitable title;

            (iii) the unpaid principal amount of the Purchased Receivable;

            (iv)  the Unpaid Balance of the Purchased Receivable as at the
                  proposed date of extinguishment of equitable title; and

            (v)   such other details as St.George reasonably requires in such
                  offers from time to time.

      (c)   If St.George receives an offer under paragraph (b) in respect of a
            Purchased Receivable it may, but is not obliged to, accept that
            offer by paying the Unpaid Balance of that Purchased Receivable on
            the date of extinguishment. On that payment, and without the need
            for any person to do any other act, matter or thing:

            (i)   the Trustee shall cease to have any interest in the relevant
                  Purchased Receivables and related Receivable Rights;

            (ii)  St.George shall hold both the legal and beneficial interest in
                  those Purchased Receivables and Receivable Rights and be
                  entitled to all interest and fees that accrue in respect of
                  them from (and including) the date of extinguishment; and

            (iii) no rights or interest under or in respect of those Receivables
                  or Receivable Rights shall form part of the Assets of the
                  Trust.

      (d)   Notwithstanding any negotiations or discussions undertaken between
            St.George, the Manager or the Trustee prior to St.George accepting
            the offer under paragraph (b), St.George is not obliged to accept
            that offer and no contract for the sale or purchase of any Purchased
            Receivables or related Receivable Rights referred to in that offer
            will arise unless and until St.George accepts that offer in
            accordance with this clause.


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      (e)   If St.George does not accept an offer under paragraph (b) to
            transfer a Purchased Receivable, the request by the Obligor in
            respect of that Purchased Receivable referred to in paragraph (a)
            must not be accepted and the principal balance of that Purchased
            Receivable may not be increased in accordance with that request.

9.    Application of Threshold Rate

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

9.1   Calculation of Threshold Rate

      If at any time the Basis Swap is terminated, the Manager must, on each of:

      (a)   the earlier of:

            (i)   the date which is 3 Business Days following the date on which
                  the Basis Swap is terminated; and

            (ii)  the Determination Date immediately following the date on which
                  the Basis Swap is terminated; and

      (b)   each successive Determination Date for so long as the Basis Swap has
            not been replaced by a similar Hedge Agreement or until the Trustee
            and the Manager otherwise agree (and 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.

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 this clause 9.

10.   Title Perfection Events

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

      Each of the following is a Title Perfection Event.

      (a)   (Downgrade) The Approved Seller ceases to have a long term rating of
            at least BBB from S&P or Baa2 from Moody's.

      (b)   (Event of Insolvency) An Insolvency Event occurs with respect to the
            Approved Seller.


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      (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)   (Breachof representations) The Approved Seller breaches any
            representation, warranty, covenant or undertaking made by it in a
            Transaction Document, which breach, if capable of remedy, is not
            remedied within 30 days of the earlier of:

            (i)   the Approved Seller becoming aware of the breach; and

            (ii)  the Approved Seller being notified of the breach by the
                  Trustee, Manager or Servicer.

11.   Beneficiary

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

11.1  Issue of Units

      (a)   The beneficial interest in the Trust will be constituted by the
            issue of:

            (i)   a single residual capital unit (the Residual Capital Unit);
                  and

            (ii)  a single residual income unit (the Residual Income Unit).

            The holders of the Residual Capital Unit and the Residual Income
            Unit (each, a Unit) hold the beneficial interest in the Trust in
            accordance with the Master Trust Deed and this Supplementary Terms
            Notice.

      (b)   The Trustee must, on receipt of the issue price of each Unit
            specified below, issue the relevant Unit by registering the holder
            in the register kept under this clause 11.

      (c)   A failure by the Trustee to issue a Unit does not affect a
            Beneficiary's rights as a beneficiary of the Trust under the Master
            Trust Deed and this Supplementary Terms Notice.

11.2  Residual Capital Unit

      (a)   The holder of the Residual Capital Unit is Allens Arthur Robinson
            Corporate Advisory Pty Ltd.

      (b)   The issue price of the Residual Capital Unit is the amount of $10,
            paid on establishment of the Trust.

      (c)   The Residual Capital Beneficiary has no right to receive
            distributions in respect of the Trust other than the right to
            receive an amount of $10 on the termination of the Trust. The
            Residual Capital Unit may not be redeemed at any other time or in
            any other way.


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      (d)   The Residual Capital Unit is not transferable except that the
            Residual Capital Beneficiary may transfer the Residual Capital Unit
            to the Residual Income Beneficiary provided that the Trustee and the
            Note Trustee have received a tax opinion, in a form and substance
            acceptable to the Trustee (acting reasonably), that the transfer of
            the Residual Capital Unit will not adversely affect the taxation
            treatment of the Trust and each of the other parties to this
            Supplementary Terms Notice, after being given prior notice in
            writing, is reasonably satisfied that they and the Noteholders will
            not be adversely affected by the transfer of the Residual Capital
            Unit to the Residual Income Beneficiary.

      (e)   No other Residual Capital Units may be issued.

11.3  Residual Income Unit

      (a)   The holder of the Residual Income Unit is Crusade Management
            Limited.

      (b)   The issue price of the Residual Income Unit is the amount of $10,
            paid on establishment of the Trust.

      (c)   The beneficial interest held by the Residual Income Beneficiary is
            limited to the Trust and each Asset of the Trust (subject to the
            rights of the Residual Capital Beneficiary under clause 11.2)
            subject to and in accordance with the Master Trust Deed and this
            Supplementary Terms Notice.

      (d)   Subject to clause 24 of the Master Trust Deed, the Residual Income
            Beneficiary has no right to receive distributions in respect of the
            Trust other than:

            (i)   the right to receive distributions in respect of the Trust
                  under the Master Trust Deed and this Supplementary Terms
                  Notice to the extent that Excess Distributions are available
                  for distribution under the Master Trust Deed and this
                  Supplementary Terms Notice; and

            (ii)  the right to receive on the termination of the Trust the
                  entire beneficial interest of the Trust, subject to the rights
                  of the Residual Capital Beneficiary.

            The Residual Income Unit may not be redeemed at any other time or in
            any other way.

      (e)   The Residual Income Unit is not transferable.

      (f)   No other Residual Income Units may be issued.

11.4  Unit Register

      (a)   The entitlement of any person to a Unit will be evidenced by
            registration in the register maintained under this clause 11.4 (the
            Unit Register).

      (b)   The Trustee will keep the Unit Register at its registered office in
            a form that it considers appropriate and will enter the following
            particulars:

            (i)   the name and address of each Beneficiary;

            (ii)  the date on which the name of each Beneficiary is entered in
                  the Unit Register;

            (iii) the date on which each Beneficiary ceases to be registered as
                  a Beneficiary;

            (iv)  the subscription moneys initially paid for each Unit; and


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            (v)   any other details which the Trustee may consider necessary or
                  desirable.

      (c)   Each Beneficiary shall promptly notify the Trustee in writing of any
            change of name or address and the Trustee will alter the Unit
            Register accordingly.

      (d)   The Beneficiary may not assign, or create or allow to exist any
            Security Interest over, its rights or interests in respect of the
            Trust if to do so would have a Material Adverse Effect or might have
            an adverse tax consequence in respect of the Trust.

      (e)   Without limiting clause 11.1, the interest of a Beneficiary will be
            constituted by registration in the Unit Register.

12.   Note Trustee

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

12.1  Capacity

      The Note Trustee is a party to this Supplementary Terms Notice in its
      capacity as trustee for the Class A-1 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-1 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-1
            Noteholders in accordance with the Note Trust Deed.

      (b)   The Class A-1 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-1 Noteholders, in each case subject to the terms of the
      Transaction Documents.

12.4  Payments

      Any payment to be made to the Class A-1 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.

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.


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12.6  Accession to Security Trust Deed

      The parties to the Security Trust Deed and the Note Trustee agree that as
      of the date of this Supplementary Terms Notice the Note Trustee shall be
      deemed to be a party to the Security Trust Deed as if named as a party,
      and shall have all the rights and obligations of the Note Trustee under
      the Security Trust Deed as if named as the Note Trustee in the Security
      Trust Deed.

13.   Compliance with Security Trust Deed

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

      The parties to this Supplementary Terms Notice 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 Approved 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.


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17.   Tax Reform

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

17.1  Taxation of trusts and consolidated groups

      The parties acknowledge that:

      (a)   in relation to the proposed taxation of non-fixed trusts as
            companies:

            (i)   the Commonwealth Government has withdrawn draft legislation
                  under which non-fixed trusts would have been taxed as
                  companies from 1 July 2001;

            (ii)  in November 2002 the Board of Taxation recommended that the
                  Government retain the current flow-through treatment of
                  distributions of non-assessable amounts by non-fixed trusts
                  rather than a company type taxation model; and

            (iii) although the Government has not expressly agreed to the
                  recommendation of the Board of Taxation described at (ii)
                  above, on 12 December 2002 the Government announced its
                  intention to amend the taxation laws in accordance with
                  recommendations of the Board of Taxation which were incidental
                  to the recommendation described at (ii) above.

      (b)   If the Trust becomes a member of a consolidated group of companies
            and trusts under Part 3-90 of the Income Tax Assessment Act 1997 (a
            consolidated tax group), the Trustee could be liable for a share of
            a tax-related liability of the head company of that consolidated tax
            group (a group tax liability) if:

            (i)   the head company of the consolidated tax group does not pay
                  that group tax liability by the time it becomes due and
                  payable; and

            (ii)  that group tax liability is not covered by a tax sharing
                  agreement which is consistent with regulations made, or
                  guidelines published by the Commissioner of Taxation,
                  concerning the allocation of group tax liabilities of a
                  consolidated tax group amongst certain members of that group
                  or which is otherwise accepted by the Commissioner of Taxation
                  as allocating the group tax liabilities of the consolidated
                  tax group amongst those members on a reasonable basis (a valid
                  tax sharing agreement); and

      (c)   it is in the interests of all parties, including the Trustee, the
            Noteholders and the Beneficiaries, that:

            (i)   the Trustee always be in a position to pay any Tax liability
                  when due;

            (ii)  the payment of Tax by the Trustee must not affect the amount
                  of principal or interest payable on the Notes or the timing of
                  such payments; and

            (iii) the rating of the Notes be maintained.

17.2  Amending Bill - taxation of trusts

      If an amending Bill is introduced into the Federal Parliament (the
      amending Bill), and the result of that amending Bill, if it becomes law,
      will be that the Trustee will become liable to pay Tax on the net income
      of the Trust (as described in clause 17.1(a)), then:


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      (a)   the Manager shall promptly consult with the Trustee and each
            Designated Rating Agency to determine what changes, if any, are
            necessary to the cashflow allocation methodology in clause 5 to
            achieve the objective referred to in clause 17.1(c) (the Objective);

      (b)   within 1 month 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

      (c)   if and when the amending Bill becomes law, upon the Trustee being
            notified by the Manager that the draft deed amending this
            Supplementary Terms Notice will achieve the Objective (and in this
            regard the Trustee may rely (amongst others) upon advice of tax
            lawyers), and each of the other parties to this Supplementary Terms
            Notice being reasonably satisfied that 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.

17.3  Group tax liabilities

      If the Trust becomes a member of a consolidated tax group and the head
      company of that consolidated tax group does not at that time, or at any
      subsequent time, provide evidence to the satisfaction of the Trustee
      (which may rely upon the advice of tax lawyers, amongst others) that the
      tax liabilities of the consolidated group are covered by a valid tax
      sharing agreement that apportions those tax liabilities to the Trustee on
      a basis acceptable to the Trustee (and the Trustee acknowledges that a nil
      allocation of the group tax liabilities will be acceptable to it), then:

      (a)   the Manager shall, as soon as is practicable, direct the Trustee to
            take steps to ensure that the Trust ceases to be a member of that
            consolidated group;

      (b)   the Manager shall promptly consult with the Trustee and each
            Designated Rating Agency to determine what changes, if any, are
            necessary to the cashflow allocation methodology in clause 5 to
            achieve the Objective; and

      (c)   within 2 months of such consultations commencing (or such longer
            time as the Trustee and each Designated Rating Agency permit), the
            Manager shall use reasonable endeavours to provide a written
            direction to the Trustee and a draft deed amending this
            Supplementary Terms Notice that, if executed, will achieve the
            Objective; and

      (d)   upon the Trustee being notified by the Manager that the draft deed
            amending this Supplementary Terms Notice will achieve the Objective
            (and in this regard the Trustee may rely (amongst others) upon
            advice of tax lawyers), and each of the other parties to this
            Supplementary Terms Notice being reasonably satisfied that 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.

17.4  Evidence of tax sharing agreement

      The Manager shall procure that the head company of a consolidated tax
      group of which the Trust becomes a member will:


--------------------------------------------------------------------------------
                                                                         Page 97

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

      (a)   ensure that the group tax liabilities of that consolidated tax group
            are covered by a valid tax sharing agreement that apportions those
            tax liabilities to the Trustee on a basis acceptable to the Trustee
            (and the Trustee acknowledges that a nil allocation of the group tax
            liabilities will be acceptable to it); and

      (b)   provide evidence of such a tax sharing agreement being in place for
            the purposes of clause 17.1:

      (c)   at the time the Trust becomes a member of the consolidated tax
            group; and

      (d)   on each occasion that there is any alteration, amendment or
            replacement of a tax sharing agreement covering the tax liabilities
            of the consolidated tax group.

17.5  Objective

      (a)   Provided that the Trustee and each Designated Rating Agency receive
            written advice from an experienced and reputable tax lawyer or tax
            accountant to the effect that if the cashflow allocation
            methodology, as amended by the deed amending this Supplementary
            Terms Notice, is followed the Objective will be met, and each
            Designated Rating Agency confirms in writing that the change in Tax
            law or the deed amending this Supplementary Terms Notice will not
            result in the downgrade or withdrawal of rating of any Note:

      (b)   the Trustee shall not be obliged to obtain the consent of any
            Noteholder or the Residual Income Beneficiary to the deed amending
            this Supplementary Terms Notice; and

      (c)   subject to its terms, the deed amending this Supplementary Terms
            Notice shall be effective when executed, and may:

            (i)   permit the Trustee to accumulate a reserve out of moneys that
                  would otherwise be payable to the Residual Income Beneficiary;
                  and/or

            (ii)  provide for Tax to be paid out of moneys that would otherwise
                  have been payable to the Residual Income Beneficiary.

17.6  Residual Income Beneficiary

      Without limiting clause 17.5, in formulating a proposal to meet the
      Objective, the Manager shall have regard to the impact of any change to
      the cashflow allocation methodology to the Residual Income Beneficiary,
      and shall consider proposals made by the Residual Income Beneficiary that
      will enable the Trustee to meet the Objective.

18.   Acknowledgments

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

      (a)   The parties to the Transaction Documents agree that the Code of
            Banking Practice 2003 (Code) does not apply to any Transaction
            Document or any transaction or service under any Transaction
            Document.

      (b)   The parties to the Transaction Documents acknowledge that St George
            is bound by the Code in respect of its dealings with some or all
            Mortgagors and agree that if the application of the Code to those
            dealings makes an amendment to any Transaction Document necessary or
            desirable, in the opinion of St George , then the parties will
            negotiate such amendments in good faith.


--------------------------------------------------------------------------------
                                                                         Page 98

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19.   Security Trust Deed

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

      For the purposes of clause 1.2(c) of the Security Trust Deed, the
      following provisions shall apply and the Security Trust Deed is amended
      and supplemented accordingly.

      (a)   Subject to the provisions of this Supplementary Terms Notice and the
            Security Trust Deed, if there is at any time, with respect to
            enforcement, a conflict between a duty owed by the Security Trustee
            to any Mortgagee or class of Mortgagees, and a duty owed by it to
            another Mortgagee or class of Mortgagees, the Security Trustee must
            give priority to the interests of the Noteholders (which, in the
            case of Class A-1 Noteholders shall be determined by the Note
            Trustee acting on their behalf (as provided in clause 40.17 of the
            Security Trust Deed) or the Class A-1 Noteholders, as provided
            herein and in the Note Trust Deed and which, in the case of:

            (i)   Class A-2 Noteholders shall be determined by the Class A-2
                  Noteholders;

            (ii)  Class B Noteholders shall be determined by the Class B
                  Noteholders; and

            (iii) Class C Noteholders shall be determined by the Class C
                  Noteholders, in each case as provided herein).

      (b)   Subject to the provisions of this Supplementary Terms Notice and the
            Security Trust Deed (other than paragraph (a) above), the Security
            Trustee must give priority to the interests only of the Class A
            Noteholders if, in the Security Trustee's opinion (in relation to
            which in determining the interests of the Class A Noteholders, the
            Security Trustee may rely on the instructions given in a resolution
            passed in a meeting held in accordance with clause 40 of the
            Security Trust Deed, by Class A Noteholders or their Representatives
            holding Class A Notes representing at least 75% of the aggregate
            Invested Amount of all Class A Notes) there is a conflict between
            the interests of the Class A Noteholders and the interests of the
            Class B Noteholders, the Class C Noteholders or the other
            Mortgagees.

      (c)   Provided that the Security Trustee acts in accordance with clause 40
            of the Security Trust Deed and in good faith, it shall not incur any
            liability to any Mortgagee for giving effect to paragraphs (a) or
            (b) above.

      (d)   In clause 38.12(a) of the Security Trust Deed, the reference to
            "clause 2.2" in the first line is replaced with "clause 19(a) - (c)
            of the Supplementary Terms Notice".

      (e)   For the purposes of clause 40.7(e)(ii) of the Security Trust Deed,
            on a poll, every person who is present shall have one vote for each
            US$10,000 or, in the case of the A$ Noteholders, the A$ Equivalent
            of US$10,000 (but not part thereof) of the Secured Moneys that he
            holds or in respect of which he is a Representative.

      (f)   For the purposes of the Security Trust Deed, all references to
            Series Notice are references to Supplementary Terms Notice.

      (g)   For the purposes of clauses 7.5 and 40.17(c)(ii) of the Security
            Trust Deed, a reference to Class A Noteholder or Class A Noteholders
            is a reference to US$ Noteholder or US$ Noteholders (as the case may
            be).


--------------------------------------------------------------------------------
                                                                         Page 99

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Supplementary Terms Notice                                Allens Arthur Robinson
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      (h)   In clause 1 of the Security Trust Deed, the definition "US
            Noteholder" is amended to read "US$ Noteholder".

      (i)   Clause 9.4(c) of the Security Trust Deed is amended to read as
            follows:

            "(c)  If an Event of Default is a payment default in respect of a
                  subordinated Class of Notes, as long as there are Class A
                  Notes outstanding that rank prior to those subordinated Notes,
                  the Security Trustee shall not take any action without the
                  consent of the Class A Noteholders (or, in the case of Class
                  A-1 Noteholders, the Note Trustee on behalf of the Class A-1
                  Noteholders, or the Class A-1 Noteholders pursuant to the Note
                  Trust Deed).".

      (j)   Clause 16.7(b) of the Security Trust Deed is amended by:

            (i)   replacing the reference to "clause 16.1(a)(v)(D)" with "clause
                  5.18(a)(v)(D) of the Supplementary Terms Notice"; and

            (ii)  deleting the reference to "clause 16.1(c)".

      (k)   Clause 30.2 of the Security Trust Deed is amended by replacing the
            reference to "clause 1.2" with "clause 1.2(c)".

      (l)   Clause 29.1(b) of the Security Trust Deed is deleted in its
            entirely.

      (m)   In Clause 48(d) of the Security Trust Deed, after the words "with
            any request or directions arising directly" the word "form" is
            amended to read "from".

20.   Governing Law

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

      This Deed is governed by the laws of New South Wales. Each party submits
      to the non-exclusive jurisdiction of the courts exercising jurisdiction
      there.


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                                                                        Page 100

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Supplementary Terms Notice                                Allens Arthur Robinson
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EXECUTED as a deed.

Each attorney executing this deed states that he or she has no notice,
revocation or suspension of his or her power of attorney.

TRUSTEE

Signed Sealed and Delivered for Perpetual
Trustees Consolidated Limited by its attorney
under power of attorney in the presence of:


----------------------------------------   -------------------------------------
Witness Signature                          Attorney Signature


----------------------------------------   -------------------------------------
Print Name                                 Print Name

MANAGER

Signed Sealed and Delivered for Crusade
Management Limited by its attorney under
power of attorney in the presence of:


---------------------------------------    -------------------------------------
Witness Signature                          Attorney Signature


---------------------------------------    -------------------------------------
Print Name                                 Print Name


--------------------------------------------------------------------------------
                                                                        Page 101

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Supplementary Terms Notice                                Allens Arthur Robinson
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APPROVED SELLER/SERVICER

Signed Sealed and Delivered for St.George
Bank Limited by its attorney under power of
attorney in the presence of:


----------------------------------      ----------------------------------------
Witness Signature                       Attorney Signature


----------------------------------      ----------------------------------------
Print Name                              Print Name

CUSTODIAN

Signed Sealed and Delivered for St.George
Custodial Pty Limited by its attorney under
power of attorney in the presence of:


----------------------------------      ----------------------------------------
Witness Signature                       Attorney Signature


----------------------------------      ----------------------------------------
Print Name                              Print Name


--------------------------------------------------------------------------------
                                                                        Page 102

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

SECURITY TRUSTEE

Signed Sealed and Delivered for P.T. Limited
by its attorney under power of attorney in the
presence of:


----------------------------------      ----------------------------------------
Witness Signature                       Attorney Signature


----------------------------------      ----------------------------------------
Print Name                              Print Name

NOTE TRUSTEE

Signed Sealed and Delivered by Deutsche
Bank Trust Company Americas in the
presence of:


----------------------------------      ----------------------------------------
Witness Signature                       Signature


----------------------------------      ----------------------------------------
Print Name                              Print Name


----------------------------------      ----------------------------------------
Witness Signature                       Signature


----------------------------------      ----------------------------------------
Print Name                              Print Name


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                                                                        Page 103

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Supplementary Terms Notice                                Allens Arthur Robinson
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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$600,000;

(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 Fixed Rate
      Loans, which bear a fixed rate of interest for up to 5 years as of the cut
      off date; its Essential Home Loan product, its Standard Variable Rate Home
      Loan product, including sub products of Loyalty Loans, which are entitled
      to a "loyalty" rate due to a home loan relationship with the Approved
      Seller of 5 years or more and Discount Variable Rate Home Loans and
      Introductory Fixed Rate Home Loans, which are available only for new
      borrowers to St.George Bank; and

(p)   which has a maturity date at least one year before the maturity date of
      the Notes.


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                                                                        Page 104

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

Schedule 2

Application for A$ Notes

Crusade Global Trust No. 1 of 2004

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

To: Perpetual Trustees Consolidated Limited as trustee of the Crusade Global
Trust No. 1 of 2004 (the Trustee)

From:                                              (ABN [*])
         -----------------------------------------
                       (Name)

         of                                 (the Applicant).
            -------------------------------
                       (Address)

Application

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

The Applicant applies for the following [Class A-2 Notes/Class B Notes/Class C
Notes] (delete whichever is not applicable) (the Notes) to be issued by the
Trustee as trustee of the Crusade Global Trust No. 1 of 2004 (the Trust) under
the Master Trust Deed dated 14 March 1998 (as amended from time to time)
establishing the Crusade Trusts (the Master Trust Deed):

1.    The Notes applied for are:

2.    The amount of Notes applied for is:

Applicant bound

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

The Applicant agrees that the Notes will be issued subject to, and agrees to be
bound by, the provisions of the Master Trust Deed, the Supplementary Terms
Notice in relation to the Notes dated [*] and the Security Trust Deed dated 31
December 2003 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;


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                                                                        Page 105

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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 A$ Notes applied for should be sent to the Trustee at the
            address above.

*           Where the Applicant is a trustee, this Application for A$ Notes must
            be completed in the name of the trustee and signed by the trustee
            without reference to the trust.

*           Where this Application for A$ Notes is executed by a corporation, it
            must be executed either under common seal by two directors or a
            director and a secretary or under a power of attorney.

*           If this Application for A$ Notes is signed under a power of
            attorney, the attorney is taken, upon signing, to certify that it
            has not received notice of revocation of that power of attorney. A
            certified copy of the power of attorney must be lodged with this
            Application for A$ Notes.


--------------------------------------------------------------------------------
                                                                        Page 106

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

Schedule 3

Note Acknowledgment

Crusade Global Trust No.1 of 2004

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

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 dated [*] and the Security
Trust Deed dated 31 December 2003. 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 the Master Trust Deed, the Supplementary Terms
Notice in relation to the Notes and the Security Trust Deed referred to above.


--------------------------------------------------------------------------------
                                                                        Page 107

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

Each Noteholder is required to accept any distribution of moneys under the
Security Trust Deed in full and final satisfaction of all moneys owing to it,
and any debt represented by any shortfall that exists after any such final
distribution is extinguished.

The Trustee shall not be liable to satisfy any obligations or liabilities from
its personal assets except in the case (and to the extent) of any fraud,
negligence or Default on the part of the Trustee or its officers, employees or
an agent or delegate employed by the Trustee other than in accordance with
Section 53 of the Trustee Act to carry out any transactions contemplated by the
Master Trust Deed, the Supplementary Terms Notice in relation to the Notes and
the Security Trust Deed referred to above. Neither the Trustee nor the Manager
guarantees the payment of interest or the repayment of principal due on the
Notes.

This Note Acknowledgment is not a certificate of title and the Register is the
only conclusive evidence of each abovementioned Noteholder's entitlement to
Notes.

Transfers of Notes must be under a Note Transfer in the form contained in
Schedule 4 to the 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 Perpetual Trustees Consolidated
Limited


----------------------------------
Authorised Signatory


--------------------------------------------------------------------------------
                                                                        Page 108

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

Schedule 4

Note Transfer and Acceptance

Crusade Global Trust No.1 of 2004

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

To:     Perpetual Trustees Consolidated Limited             Date Lodged [*]
        as trustee of the                                   Registry Use Only
        Crusade Global Trust No. 1 of 2004 (the Trustee)

Transferor

(Full name, ACN/ABN (if applicable) and address):

(please print)

Applies to assign and transfer to

Transferee

(Full name, ACN/ABN (if applicable) and address):

(please print)

and its/their executors, administrators or assigns

The following Notes in the Crusade Global Trust No. 1 of 2004

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 109

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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 dated [*] and the related Security Trust
      Deed dated 31 December 2003.

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.


--------------------------------------------------------------------------------
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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)   (i)  as part of their distribution at any time; or

                  (ii)  (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 Lead
                        Manager,

                  (iii) 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. 1 of 2004


--------------------------------------------------------------------------------
                                                                        Page 111

<PAGE>

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

Schedule 5

                       FORM OF ANNUAL SERVICER COMPLIANCE
                              OFFICER'S CERTIFICATE

The undersigned, a duly authorized representative of St.George Bank Limited, as
Servicer ("St.George Bank" or the "Servicer"), pursuant to the agreement between
Perpetual Trustees Consolidated Limited, St.George Bank Limited and Crusade
Management Limited, dated |__|, (the "Agreement"), does hereby certify that:

            1.  Capitalized terms used but not defined in this Officer's
                  Certificate have their respective meanings set forth in the
                  Agreement, unless the context requires otherwise or unless
                  otherwise defined in this Officer's Certificate.

            2.  As of the date hereof, St.George Bank is the Servicer of
                  Crusade Global Trust No. |_| of |_| (the Trust[s]).

            3.  This Officer's Certificate is delivered pursuant to the
                  Agreement.

            4.  A review of the activities of the Servicer during the calendar
                  year ended September 30, and of its performance under the
                  pooling and servicing agreement or similar agreements was made
                  under my supervision.

            5.  Based on such review, to my knowledge, the Servicer has
                  fulfilled its obligations under the pooling and servicing
                  agreements or similar agreements relating to the Trust[s]
                  (including the Master Trust Deed, the Servicing Agreement and
                  [the/each] Supplementary Terms Notice relating to [the/a]
                  Trust) throughout such calendar year and, except as set forth
                  in paragraph 6 below.

            6.  The following is a description of any exceptions to paragraph
                  5 above:


--------------------------------------------------------------------------------
                                                                        Page 112

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

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Servicer,
has duly executed this Officer's Certificate this __ day of ______, ____.

                                   ST.GEORGE BANK LIMITED

                                   as Servicer

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

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

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


--------------------------------------------------------------------------------
                                                                        Page 113

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

Schedule 6

Independent auditor's Annual Servicer Compliance Certificate to the Directors of
Crusade Management Limited

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

SCOPE

We have reviewed St.George Bank Limited's (the "Servicer's") activities for the
purpose of determining its compliance with the servicing standards contained in
the Master Trust Deed dated 14 March 1998, the Crusade Euro Trust Servicing
Agreement dated 19 March 1998, and the Supplementary Terms Notice (collectively
the "Documents"), attached as Appendix 1, in relation to the Crusade Global
Trust No.[*] of [*] (the "Trust") for the year ended 30 September [*], in
accordance with the statement by the Division of Corporation Finance of the
Securities and Exchange Commission dated [*], and our engagement letter dated
[*].

We have reviewed the servicing standards contained in the Documents to enable us
to report on whether those servicing standards are similar to those contained in
the Uniform Single Attestation Program for Mortgage Bankers ("USAP"), attached
as Appendix 2, which establishes a minimum servicing standard for the asset
backed securities market in the United States of America. No equivalent of the
USAP exists in Australia.

The management of the Servicer is responsible for maintaining an effective
internal control structure including internal control policies and procedures
relating to the servicing of mortgage loans. We have conducted an independent
review of the servicing standards included in Appendix 1, in order to express a
statement on the Servicer's compliance with them to Crusade Management Limited.

Our review of the servicing standards has been conducted in accordance with
Australian Auditing Standards applicable to performance audits and accordingly
included such tests and procedures as we considered necessary in the
circumstances. In conducting our review we have also had regard to the guidance
contained in the USAP. These procedures have been undertaken to enable us to
report on whether anything has come to our attention to indicate that there has
been significant deficiencies in the Servicer's compliance with the servicing
standards contained in the Documents for the year ended 30 September [*].

Our review did not include an assessment of the adequacy of the servicing
standards themselves.

This statement has been prepared for the use of Crusade Management Limited as at
30 September [*] in accordance with the requirements of the statement by the
Division of Corporation Finance of the Securities and Exchange Commission dated
[*], and the engagement letter dated [*]. We disclaim any assumption of
responsibility for any reliance on this review statement, to any person other
than Crusade Management Limited.

STATEMENT

Based on our review;

o     nothing has come to our attention to indicate that there has been any
      significant deficiencies in St.George Bank Limited's compliance with the
      servicing standards contained in the Master Trust Deed dated 14 March
      1998, the Crusade Euro Trust Servicing Agreement dated 19 March 1998, and
      the Supplementary


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<PAGE>

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

      Terms Notice, attached as Appendix 1, in respect of the Crusade Global
      Trust No.[*] of [*] (the "Trust") for the year ended 30 September [*];

o     the servicing standards contained in the Master Trust Deed dated 14 March
      1998, the Crusade Euro Trust Servicing Agreement dated 19 March 1998, and
      the Supplementary Terms Notice are similar to the minimum servicing
      standards contained in the Uniform Single Attestation Program for Mortgage
      Bankers ("USAP"), except for the following:

        - Section III of USAP sets minimum servicing standards in respect of
          Disbursements. In respect of the Trust, this function is the
          responsibility of the Trust Manager.

[Name of organisation]

[Name and title of signatory]

Place:

Date:

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