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                                                                Agency Agreement

                                         Perpetual Trustees Consolidated Limited
                                                                       (Trustee)

                                                      Crusade Management Limited
                                                                       (Manager)

                                            Deutsche Bank Trust Company Americas
                                                        (Principal Paying Agent)

                                            Deutsche Bank Trust Company Americas
                                                                  (Note Trustee)

                                            Deutsche Bank Trust Company Americas
                                                             (Calculation Agent)

                                            Deutsche Bank Trust Company Americas
                                                                (Note Registrar)

                                              Crusade Global Trust No. 1 of 2004

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

                                       (C) Copyright Allens Arthur Robinson 2004

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Agency Agreement                                          Allens Arthur Robinson
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Table of Contents

1.  Definitions and Interpretation                                             4
    1.1   Definitions                                                          4
    1.2   Note Trust Deed definitions                                          5
    1.3   Interpretation                                                       5
    1.4   Document or agreement                                                5
    1.5   Transaction Document                                                 5
    1.6   Trustee as trustee                                                   5

2.  Appointment of Paying Agents                                               6

3.  Payment                                                                    6
    3.1   Payment by Trustee                                                   6
    3.2   Confirmation                                                         6
    3.3   Payments by Paying Agents                                            7
    3.4   Method of Payment - Book-Entry Notes                                 7
    3.5   Method of payment - Definitive Notes                                 7
    3.6   Late payment                                                         7
    3.7   Notice of non-receipt                                                7
    3.8   Reimbursement                                                        8
    3.9   Method of payment                                                    8
    3.10  No fee                                                               8
    3.11  Trust                                                                8

4.  Repayment                                                                  9

5.  Appointment of the Calculation Agent                                       9

6.  Duties of the Calculation Agent                                            9

7.  Note Trustee                                                              10

8.  Early Redemption of Notes                                                 11

9.  Pro Rata Redemption, Purchases and Cancellation of Notes                  12

10. Notices to Noteholders                                                    13

11. Documents and Forms                                                       13

12. Authentication                                                            13

13. Indemnity                                                                 13

14. The Note Register                                                         14
    14.1  Appointment of Note Registrar                                       14
    14.2  Details to be kept on the Note Register                             15
    14.3  Payments of Principal and Interest                                  15
    14.4  Place of keeping Register, copies and access                        15
    14.5  Details on Note Register conclusive                                 16
    14.6  Alteration of details on Note Register                              16
    14.7  Rectification of Note Register                                      16


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    14.8  Correctness of Note Register                                        17

15. Changes of Note Registrar                                                 17
    15.1  Removal                                                             17
    15.2  Resignation                                                         17
    15.3  Limitation                                                          17

16. General                                                                   17
    16.1  Communications to Class A-1 Noteholders                             17
    16.2  Agency                                                              18
    16.3  Identity                                                            18
    16.4  No set-off                                                          18
    16.5  Reliance                                                            18
    16.6  Entitled to deal                                                    19
    16.7  Consultation                                                        19
    16.8  Duties                                                              19
    16.9  Income Tax Returns                                                  19
    16.10 Obligations of Note Parties                                         19

17. Changes in Paying Agents and Calculation Agent                            19
    17.1  Removal                                                             19
    17.2  Resignation                                                         20
    17.3  Limitation                                                          20
    17.4  Delivery of amounts                                                 21
    17.5  Successor to Principal Paying Agent                                 21
    17.6  Successor to Calculation Agent                                      22
    17.7  Successor to Note Registrar                                         22
    17.8  Notice to Class A-1 Noteholders                                     23
    17.9  Change in Paying Office or Specified Office                         23

18. Fees and Expenses                                                         24

19. Waivers, Remedies Cumulative                                              25

20. Severability of Provisions                                                25

21. Assignments                                                               25

22. Notices                                                                   25
    22.1  General                                                             25
    22.2  Details                                                             26
    22.3  Communication through Principal Paying Agent                        27

23. Limited Recourse                                                          27
    23.1  General                                                             27
    23.2  Liability of Trustee limited to its right to indemnity              28
    23.3  Unrestricted remedies                                               29
    23.4  Restricted remedies                                                 29

24. Counterparts                                                              29

25. Governing Law                                                             29

26. Successor Trustee                                                         29


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Agency Agreement                                          Allens Arthur Robinson
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Date                                                    2004
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Parties
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      1.    Perpetual Trustees Consolidated Limited (ABN 81 004 029 841)
            incorporated in Australia and registered in Victoria of Level 7, 9
            Castlereagh Street, Sydney, New South Wales 2000 in its capacity as
            trustee of the Crusade Global Trust No. 1 of 2004 (the Trustee);

      2.    Crusade Management Limited (ABN 90 072 715 916) incorporated in
            Australia and registered in New South Wales of 4-16 Montgomery
            Street, Kogarah, New South Wales 2217, as Manager in relation to the
            Crusade Global Trust No. 1 of 2004 (the Manager);

      3.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 as
            principal paying agent for the Notes described below (the Principal
            Paying Agent, which expression shall, wherever the context requires,
            include any successor principal paying agent from time to time and,
            except where the context otherwise requires, the Principal Paying
            Agent and any additional paying agent or paying agents are Paying
            Agents);

      4.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 as
            trustee for the Class A-1 Noteholders (the Note Trustee, which
            expression shall, wherever the context requires, include any other
            trustee or trustees from time to time under the Note Trust Deed);

      5.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 as
            reference agent in relation to the Notes described below (the
            Calculation Agent) which expression shall, whenever the context
            requires, include any successor reference agent from time to time);
            and

      6.    Deutsche Bank Trust Company Americas acting through its office at
            1761 East St. Andrew Place, Santa Ana, California 92705-4934 as note
            registrar in relation to the Class A-1 Notes described below (the
            Note Registrar) which expression shall, whenever the context
            requires, include any successor note registrar from time to time.

Recitals
-----------

      A     The Trustee proposes to issue US$1,000,000,000 of Class A-1 mortgage
            backed pass through floating rate Notes (the Class A-1 Notes) each
            with a Final Maturity Date falling in January 2035 and
            A$[532,300,000] of mortgage backed pass through floating rates Notes
            comprising $[500,000,000] Class A-2 Notes, A$ [28,000,000] Class B
            Notes and $[4,300,000] Class C Notes (together the $A Notes) each
            with a Final Maturity Date falling in January 2035.


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Agency Agreement                                          Allens Arthur Robinson
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      B     The Class A-1 Notes will be represented initially by one or more
            Book-Entry Notes (the Book-Entry Notes).

      C     The Class A-1 Notes, upon original issue, will be issued in the form
            of typewritten Book-Entry Notes representing the Book-Entry Notes.
            The Trustee shall, on the date of this deed, deliver or arrange the
            delivery on its behalf of the Book-Entry Notes to the Principal
            Paying Agent, as agent for the Clearing Agency. The Book-Entry Notes
            shall initially be registered on the Note Register in the name of
            the Common Depository, as nominee of the Clearing Agency, and no
            Class A-1 Note Owner will receive a Definitive Note representing
            such Class A-1 Note Owner's interest in such Class A-1 Note, except
            as provided in the Note Trust Deed.

      D     The Class A-1 Notes will be constituted by the Note Trust Deed, the
            Supplementary Terms Notice and the Master Trust Deed.

      E     The Class A-1 Notes will be secured on the terms of the Security
            Trust Deed.

      F     The Trustee wishes to appoint the Principal Paying Agent as
            principal paying agent in respect of the Class A-1 Notes only and
            has entered into this agreement to provide for the terms and
            conditions of that appointment.

      G     The Trustee wishes to appoint the Calculation Agent as its reference
            agent in respect of the Class A-1 Notes only and has entered into
            this agreement to provide for the terms and conditions of that
            appointment.

      H     The Trustee wishes to appoint the Note Registrar in respect of the
            Class A-1 Notes only and has entered into this agreement to provide
            for the terms and conditions of that appointment.

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IT IS AGREED as follows.

1.    Definitions and Interpretation

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1.1   Definitions

      The following definitions apply unless the context requires otherwise.

      Master Trust Deed means the Master Trust Deed for the Crusade Euro Trusts
      dated 14 March 1998 between the Trustee as trustee, St.George Bank Limited
      and the Manager.

      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.

      Paying Office means, in relation to a Paying Agent, the office of the
      Paying Agent specified in the Class A-1 Notes or otherwise under this
      agreement or the Note Trust Deed as the office at which payments in
      respect of the Class A-1 Notes will be made as changed from time to time
      in accordance with this agreement.

      Supplementary Terms Notice means the Supplementary Terms Notice dated on
      or about the date of this agreement relating to the Trust.


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      Specified Office means, in relation to the Calculation Agent, the office
      of the Calculation Agent specified under this agreement as the office at
      which the Calculation Agent will carry out its duties under this
      agreement, and initially means its office at 1761 East St. Andrew Place,
      Santa Ana, California 92705-4934 (ATTN: Trust Administration ST0401).

      Trust means the trust known as the Crusade Global Trust No. 1 of 2004
      established under the Notice of Creation of Trust, the Master Trust Deed
      and the Supplementary Terms Notice.

1.2   Note Trust Deed definitions

      Words and expressions which are defined in the Note Trust Deed (including
      by reference to another agreement and including the Conditions) have the
      same meanings when used in this agreement unless the context otherwise
      requires or unless otherwise defined in this agreement.

1.3   Interpretation

      Clause 1.2 of the Master Trust Deed applies to this agreement as if set
      out in full and:

      (a)   a reference to an asset includes any real or personal, present or
            future, tangible or intangible property or asset and any right,
            interest, revenue or benefit in, under or derived from the property
            or asset; and

      (b)   a reference to an amount for which a person is contingently liable
            includes an amount which that person may become actually or
            contingently liable to pay if a contingency occurs, whether or not
            that liability will actually arise.

1.4   Document or agreement

      A reference to:

      (a)   an agreement includes a Security Interest, Guarantee, undertaking,
            deed, agreement or legally enforceable arrangement whether or not in
            writing; and

      (b)   a document includes an agreement (as so defined) in writing or a
            certificate, notice, instrument or document.

      A reference to a specific agreement or document includes it as amended,
      novated, supplemented or replaced from time to time, except to the extent
      prohibited by this agreement.

1.5   Transaction Document

      This agreement is a Transaction Document for the purposes of the Master
      Trust Deed.

1.6   Trustee as trustee

      (a)   In this agreement, except where provided to the contrary:

            (i)   a reference to the Trustee is a reference to the Trustee in
                  its capacity as trustee of the Trust only, and in no other
                  capacity; and

            (ii)  a reference to the assets, business, property or undertaking
                  of the Trustee is a reference to the assets, business,
                  property or undertaking of the Trustee only in the capacity
                  described in sub-paragraph (i) above.


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      (b)   The rights and obligations of the parties under this agreement
            relate only to the Trust, and do not relate to any other Trust (as
            defined in the Master Trust Deed).

2.    Appointment of Paying Agents

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      (a)   Subject to the terms of this agreement, the Trustee (acting on the
            direction of the Manager) appoints the Principal Paying Agent as its
            principal paying agent, and each other Paying Agent as its paying
            agent, for making payments in respect of the Class A-1 Notes in
            accordance with the Transaction Documents and the Conditions at
            their respective Paying Offices. The Principal Paying Agent, and
            each other Paying Agent appointed under this agreement accepts that
            appointment.

      (b)   Except in clause 17 and as the context otherwise requires,
            references to the Principal Paying Agent are to it acting solely
            through its Paying Office.

      (c)   If at any time there is more than one Paying Agent, the obligations
            of the Paying Agents under this agreement shall be several and not
            joint.

      It is acknowledged and agreed that:

            (i)   each of the Principal Paying Agent and the other Paying Agents
                  is the agent of the Trustee in its capacity as trustee of the
                  Trust only; and

            (ii)  despite anything else in this agreement, any other Transaction
                  Document or at law, the Trustee in its personal capacity is
                  not responsible for any act or omission of the Principal
                  Paying Agent or any other Paying Agent except to the extent of
                  losses, costs, claims or damages caused by the fraud,
                  negligence or Default of the Trustee.

3.    Payment

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3.1   Payment by Trustee

      The Trustee shall, with the assistance of and, at the direction of the
      Manager, not later than 11:00 am (New York time) on each Payment Date, pay
      to or to the order of, or procure payment to or to the order of, the
      Principal Paying Agent (including where relevant in clause 3.9) the amount
      in US$ as may be required (after taking account of any cash then held by
      the Principal Paying Agent and available for the purpose) to be made on
      each Class A-1 Note on that Payment Date under the Supplementary Terms
      Notice and the Conditions.

3.2   Confirmation

      Not later than 4:00 pm (Sydney time) on each Determination Date, the
      Manager on behalf of the Trustee shall notify, or procure notification to,
      the Principal Paying Agent and the Note Trustee of the amount of interest
      or principal payable in respect of the Class A-1 Notes on the Payment Date
      following that Determination Date. The Trustee or if required by the
      Trustee, the Manager on its behalf shall also forward to the Principal
      Paying Agent at that time confirmation that all amounts required to be
      paid to the Currency Swap Provider under any Confirmation relating to the
      Class A-1 Notes on the Payment Date following that Determination Date will
      be made unconditionally.

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Agency Agreement                                          Allens Arthur Robinson
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3.3   Payments by Paying Agents

      Subject to payment being duly made as provided in clause 3.1 (or to the
      Principal Paying Agent otherwise being satisfied that the payment will be
      duly made on the due date), and subject to clause 7, the Paying Agents
      shall pay or cause to be paid on behalf of the Trustee on each Payment
      Date the relevant amounts of principal and interest due in respect of the
      Class A-1 Notes in accordance with the Supplementary Terms Notice and the
      Conditions.

3.4   Method of Payment - Book-Entry Notes

      The Principal Paying Agent shall cause all payments of principal or
      interest (as the case may be) due in respect of Class A-1 Notes
      represented by a Book-Entry Note to be made to the Common Depository for
      credit to the account of the persons appearing from time to time in the
      records of the Common Depository as account holder with respect to the
      Book-Entry Note.

3.5   Method of payment - Definitive Notes

      Payments of principal or interest on the Definitive Notes, if any, shall
      be made in accordance with the Conditions and the Supplementary Terms
      Notice.

3.6   Late payment

      (a)   If any payment under clause 3.1 is made late but otherwise in
            accordance with the provisions of this agreement, each Paying Agent
            shall make payments required to be made by it in respect of the
            Class A-1 Notes as provided in this clause 3. However, unless and
            until the full amount of any payment in respect of the Class A-1
            Notes required to be made under the Transaction Documents has been
            made under clause 3.1 to or to the order of the Principal Paying
            Agent, no Paying Agents shall be bound to make a payment under
            clause 3 except to the extent that non-payment is caused by fraud,
            wilful misconduct, negligence or bad faith on the part of that
            Paying Agent or of any of its directors, officers, employees or
            servants.

      (b)   If the Principal Paying Agent has not received on a Payment Date the
            full amount of principal and interest then payable on any Class A-1
            Note in accordance with the Supplementary Terms Notice and the
            Conditions, but receives the full amount later, it shall:

            (i)   forthwith upon full receipt notify the other Paying Agents (if
                  any), the Trustee, the Note Trustee, the Security Trustee and
                  the Manager; and

            (ii)  as soon as practicable after such full receipt give due
                  notice, in accordance with Condition 12 (unless the Note
                  Trustee agrees otherwise), to the Class A-1 Noteholders that
                  it has received the full amount.

3.7   Notice of non-receipt

      The Principal Paying Agent shall immediately notify by facsimile (if
      appropriate) the other Paying Agents (if any), the Note Trustee, the
      Trustee, the Security Trustee, the Currency Swap Provider and the Manager
      if the full amount of any payment of principal or interest required to be
      made by the Supplementary Terms Notice and Conditions in respect of the
      Class A-1 Notes is not unconditionally received by it or to its order in
      accordance with this agreement.


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Agency Agreement                                          Allens Arthur Robinson
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3.8   Reimbursement

      The Principal Paying Agent shall (provided that it has been placed in
      funds by the Trustee) on demand promptly reimburse the other Paying Agents
      (if any) for payments of principal and interest properly made by that
      Paying Agent in accordance with the Supplementary Terms Notice, the
      Conditions and this agreement. The Trustee shall not be concerned with the
      apportionment of any moneys between the Principal Paying Agent, the other
      Paying Agents (if any) and payment to the Principal Paying Agent of any
      moneys due to the Paying Agents shall operate as a good discharge to the
      Trustee in respect of such moneys.

3.9   Method of payment

      (a)   All sums payable by the Trustee to the Principal Paying Agent under
            this agreement shall, unless otherwise provided by and subject to
            the Currency Swap, be paid by the Currency Swap Provider on behalf
            of the Trustee in US$ to the account, with the bank outside
            Australia as the Principal Paying Agent may from time to time notify
            to the Trustee and the Note Trustee. Those sums shall be held in an
            account for payment to the Class A-1 Noteholders, as the case may
            be, and, failing that payment within the designated periods of
            prescription specified in Condition 8, or upon the bankruptcy,
            insolvency, winding up or liquidation of the Principal Paying Agent
            or default being made by the Principal Paying Agent in the payment
            of any amounts in respect of principal or interest in accordance
            with this agreement, on trust for repayment to the Trustee (subject
            to clause 4). On repayment in accordance with clause 4 to the
            Trustee that trust shall terminate and all liabilities of the
            Principal Paying Agent with respect to those moneys shall cease. The
            Principal Paying Agent shall, promptly after each Payment Date,
            confirm to the Trustee that the Principal Paying Agent has paid the
            relevant amount to the Common Depository.

      (b)   Subject to the terms of this agreement, the Principal Paying Agent
            shall be entitled to deal with moneys paid to it under this
            agreement in the same manner as other moneys paid to it as a banker
            by its customers. The Principal Paying Agent shall be entitled to
            retain for its own account any interest earned on the sums from time
            to time credited to the separate account referred to in paragraph
            (a) and it need not segregate such sums from other amounts held by
            it.

3.10  No fee

      Subject to clause 18, no Paying Agent will charge any commission or fee in
      relation to any payment under this agreement.

3.11  Trust

      The Principal Paying Agent shall hold in trust for the Note Trustee and
      the Class A-1 Noteholders all sums held by it for the payment of principal
      and interest with respect to the Class A-1 Notes until all relevant sums
      are paid to the Note Trustee or the Class A-1 Noteholders or otherwise
      disposed of in accordance with the Note Trust Deed.


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Agency Agreement                                          Allens Arthur Robinson
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4.    Repayment

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      (a)   Immediately on any entitlement to receive principal or interest
            under any Class A-1 Note becoming void under the Conditions, the
            Principal Paying Agent shall repay to the Trustee the amount which
            would have been due in respect of that principal or interest if it
            had been paid before the entitlement became void, together with any
            fees applicable to that payment or entitlement (pro rata as to the
            amount and time) to the extent already paid under clause 18.

      (b)   Despite paragraph (a) the Principal Paying Agent shall not be
            obliged to make any repayment to the Trustee so long as any amounts
            which should have been paid to or to the order of the Principal
            Paying Agent or, if applicable, the Note Trustee by the Trustee
            remain unpaid.

5.    Appointment of the Calculation Agent

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      (a)   The Trustee (acting on the direction of the Manager) appoints the
            Calculation Agent as its reference agent in respect of the Class A-1
            Notes upon the terms and conditions set forth in this agreement and
            the Calculation Agent accepts that appointment.

      (b)   It is acknowledged and agreed that:

            (i)   the Calculation Agent is the agent of the Trustee in its
                  capacity as trustee of the Trust only; and

            (ii)  despite anything else in this agreement, any other Transaction
                  Document or at law, the Trustee in its personal capacity is
                  not responsible for any act or omission of the Calculation
                  Agent except to the extent of losses, costs, claims or damages
                  caused by the fraud, negligence or Default of the Trustee.

6.    Duties of the Calculation Agent

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      (a)   The Calculation Agent shall, in relation to the Class A-1 Notes,
            until their final maturity or such earlier date on which the Class
            A-1 Notes are due and payable in full and in either case until the
            Trustee has paid all amounts in relation to the Class A-1 Notes to
            the Principal Paying Agent or, if applicable, the Note Trustee:

            (i)   perform such duties at its Specified Office as are set forth
                  in this agreement and in the Conditions and any other duties
                  which are reasonably incidental at the request of the Trustee,
                  the Manager, the Note Trustee or the Principal Paying Agent;

            (ii)  determine LIBOR for each Interest Period, and calculate the
                  relevant Interest and Interest Rate on Class A-1 Notes, in the
                  manner set out in Condition 4 and confirm with the Currency
                  Swap Provider that the LIBOR determined under this agreement
                  is the same as LIBOR determined by the Currency Swap Provider
                  under the Currency Swap;

            (iii) notify the Trustee, the Manager, the Note Trustee and the
                  Paying Agents by facsimile transmission on or as soon as
                  possible after the first day of that Interest


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                  Period, of the Interest Rate and the Interest so determined by
                  it in relation to that Interest Period, specifying to the
                  Trustee and the Manager the rates upon which they are based
                  and (where relevant) the names of the banks quoting those
                  rates; and

            (iv)  cause the Interest and Interest Rates applicable to the Class
                  A-1 Notes for each Interest Period together with the relevant
                  Payment Date, to be published (at the expense of the Trustee)
                  in accordance with the provisions of Conditions 4 and 12, on
                  or as soon as possible after the commencement of the relevant
                  Interest Period, provided that the Trustee and the Manager and
                  the Note Trustee shall co-operate with the Calculation Agent
                  in order to effect that publication.

      (b)   The Interest, Interest Rate and relevant Payment Date published
            under sub-paragraph (iv) may subsequently be amended (or appropriate
            alternative arrangements made by way of adjustment) without notice
            to Class A-1 Noteholders in the event of a shortening of the
            Interest Period.

      (c)   If the Calculation Agent at any time and for any reason does not
            determine the Interest Rate or calculate the Interest for the Class
            A-1 Notes, the Manager shall do so and each such determination or
            calculation shall be deemed to have been made by the Calculation
            Agent. In doing so, the Manager shall apply the provisions of this
            clause 6, with any necessary consequential amendments, to the extent
            that, in its opinion, it can do so, and, in all other respects it
            shall do so in such a manner as it shall deem fair and reasonable in
            all the circumstances.

      (d)   If the Manager does not at any time and for any reason determine a
            Principal Payment, the Invested Amount or the Stated Amount
            applicable to Class A-1 Notes in accordance with the Transaction
            Documents, the Principal Payment, Invested Amount and the Stated
            Amount shall be determined by the Calculation Agent in accordance
            with the Transaction Documents (but based solely on the information
            in its possession) and each such determination or calculation shall
            be deemed to have been made by the Manager. The Calculation Agent
            may appoint any person as its agent for the purpose of making any
            such calculation or determination.

7.    Note Trustee

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      (a)   At any time after an Event of Default has occurred in relation to a
            Class A-1 Note or at any time after Definitive Notes have not been
            issued when required in accordance with the provisions of the
            Transaction Documents, the Note Trustee may:

            (i)   by notice in writing to the Trustee, the Manager, the
                  Calculation Agent, the Principal Paying Agent and any other
                  Paying Agents require the Principal Paying Agent, the other
                  Paying Agents and the Calculation Agent either:

                  (A)

                        (1)   to act as Principal Paying Agent, Paying Agents
                              and Calculation Agent, respectively, of the Note
                              Trustee on the terms of this agreement in relation
                              to payments to be made by or on behalf of the
                              Trustee under the terms of the Note Trust Deed,
                              except that


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                              the Note Trustee's liability under any provisions
                              of this agreement for the indemnification of the
                              Calculation Agent and the Paying Agents shall be
                              limited to any amount for the time being held by
                              the Note Trustee on the trusts of the Note Trust
                              Deed and which is available to be applied by the
                              Note Trustee for that purpose; and

                        (2)   to hold all Definitive Notes and all amounts,
                              documents and records held by them in respect of
                              the Class A-1 Notes on behalf of the Note Trustee;
                              or

                  (B)   to deliver up all Definitive Notes, and all amounts,
                        documents and records held by them in respect of the
                        Class A-1 Notes, to the Note Trustee or as the Note
                        Trustee directs in that notice, other than any documents
                        or records which the Calculation Agent or Paying Agent
                        (as the case may be) is obliged not to release by any
                        law or regulation; and

            (ii)  by notice in writing to the Trustee require it to make (or
                  arrange to be made) all subsequent payments in respect of the
                  Class A-1 Notes to the order of the Note Trustee and not to
                  the Principal Paying Agent and, with effect from the issue of
                  that notice to the Trustee and until that notice is withdrawn
                  clause 2.3 of the Note Trust Deed shall not apply.

      (b)   The payment by the Trustee of its payment obligations on each
            Payment Date under the Supplementary Terms Notice and the Conditions
            to the Note Trustee in accordance with this paragraph (b) shall be a
            good discharge to the Trustee and the Trustee shall not be liable
            for any act or omission or default of the Note Trustee during the
            period it is required to make payment to the Note Trustee under this
            paragraph (b).

      (c)   The Note Trustee shall forthwith upon request give notice to the
            Manager, the Trustee, the Security Trustee, the Calculation Agent
            and the Principal Paying Agent of any change in the Authorised
            Signatories of the Note Trustee.

8.    Early Redemption of Notes

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      (a)   If the Trustee intends to redeem all (but not some only) of the
            Class A-1 Notes prior to its Final Maturity Date pursuant to
            Condition 5(j) (which it may only do at the direction of the
            Manager), the Manager shall give not less than 5 days' prior notice
            to the Principal Paying Agent and the Note Trustee before giving the
            requisite period of notice to the Class A-1 Noteholders in
            accordance with Condition 5(i) or 5(j) and stating the date on which
            the Class A-1 Notes are to be redeemed.

      (b)   The Principal Paying Agent shall, on receipt of a notice under
            paragraph (a):

            (i)   notify the Common Depository of the proposed redemption,
                  specifying:

                  (A)   the aggregate Invested Amount or Stated Amount (as the
                        case may be) of the Class A-1 Notes to be redeemed;


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                  (B)   the amount of principal to be repaid in relation to the
                        Class A-1 Notes; and

                  (C)   the date on which the Class A-1 Notes are to be
                        redeemed; and

            (ii)  promptly and in accordance with the relevant Conditions on
                  behalf of and at the expense of the Trustee publish the
                  notices required in connection with that redemption.

9.    Pro Rata Redemption, Purchases and Cancellation of Notes

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

      (a)   If the Trustee is required to redeem some (but not all) of the Class
            A-1 Notes prior to its Final Maturity Date pursuant to Condition
            5(a) the Manager shall on each Determination Date give prior notice
            to the Calculation Agent, the Principal Paying Agent and the Note
            Trustee, as provided in Condition 5.

      (b)   On receipt of a notice under paragraph (a), the Principal Paying
            Agent shall notify the Common Depository of the proposed redemption,
            specifying in each case the aggregate principal amount of the Class
            A-1 Notes to be redeemed and the date on which such Class A-1 Notes
            are to be redeemed.

      (c)   The Manager shall, on (or as soon as practicable after) each
            Quarterly Determination Date in respect of the Class A-1 Notes,
            calculate:

            (i)   the amount of principal to be repaid in respect of the Class
                  A-1 Notes due on the Payment Date next following that
                  Determination Date;

            (ii)  the Stated Amount and Invested Amount of the Class A-1 Note on
                  the first day of the next following Interest Period (after
                  deducting any principal due to be made on the next Payment
                  Date); and

            (iii) the Class A-1 Bond Factor on each Quarterly Determination Date
                  in respect of the Collection Period ending before that
                  Quarterly Determination Date, and shall forthwith notify or
                  cause to be notified to the Trustee, the Calculation Agent,
                  the Note Trustee and the Principal Paying Agent of each of
                  those determinations in accordance with the Supplementary
                  Terms Notice. On receipt of that notice, the Principal Paying
                  Agent shall give a copy of that notice to the Common
                  Depository in accordance with the requirements of the Note
                  Depository Agreement.

      (d)   The Manager will immediately cause details of each determination
            under paragraph (c) to be published in accordance with Condition 12
            by one Business Day before the relevant Payment Date.

      (e)   If no principal is due to be repaid on the Class A-1 Notes on any
            Payment Date, the Manager shall give notice or shall cause a notice
            to this effect to be given to the Class A-1 Noteholders in
            accordance with Condition 12.

      (f)   If the Class A-1 Notes are redeemed in whole or in part in
            accordance with the Conditions and the Transaction Documents, the
            Principal Paying Agent will, if any Book-Entry Notes are still
            outstanding in relation to that Class, cause the Note Registrar to
            record all relevant


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            details in the Note Register. The Principal Paying Agent shall as
            soon as possible, and in any event within three months after the
            date of any redemption or purchase, furnish to each of the Trustee
            and, if the Principal Paying Agent is not also the Note Trustee, the
            Note Trustee a certificate setting out the aggregate Invested Amount
            and Stated Amount of Class A-1 Notes which have been redeemed or the
            aggregate Invested Amount and Stated Amount of Class A-1 Notes which
            have been purchased. If the Invested Amount of a Book-Entry Note is
            reduced to nil, the Principal Paying Agent shall destroy the
            relevant Book-Entry Note and issue a destruction certificate
            forthwith to the Note Trustee and shall send a copy of that
            certificate to the Trustee and the Manager.

10.   Notices to Noteholders

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

      (a)   Subject to clause 23 at the expense of the Trustee, the Principal
            Paying Agent shall arrange for the publication of all notices to
            Class A-1 Noteholders in accordance with the Conditions.

      (b)   The Principal Paying Agent shall, if the Principal Paying Agent is
            not also the Note Trustee, promptly send to the Note Trustee one
            copy of the form of every notice given to Class A-1 Noteholders in
            accordance with the Conditions.

11.   Documents and Forms

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

      (a)   The Manager shall provide to the Principal Paying Agent for
            distribution to each Paying Agent sufficient copies of all documents
            required by the Conditions or the Note Trust Deed to be available to
            the Class A-1 Noteholders for issue or inspection (including the
            Note Trust Deed, the Master Trust Deed and the Supplementary Terms
            Notice).

      (b)   The Manager and the Trustee shall provide to the Calculation Agent
            such documents as the Calculation Agent may reasonably require from
            the Manager or the Trustee (and in the case of the Trustee only
            those documents that are in the Trustee's possession or power) in
            order for the Calculation Agent properly to fulfil its duties in
            respect of the Class A-1Notes.

12.   Authentication

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

      The Principal Paying Agent upon written direction of the Manager shall
      authenticate or cause to be authenticated the Book-Entry Notes and (if
      required) the Definitive Notes (whether on initial issue or on
      replacement).

13.   Indemnity

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

      (a)   Subject to paragraph (b) and clause 23, the Trustee shall indemnify
            each Paying Agent, the Note Registrar and the Calculation Agent
            against any loss, damages, proceeding, liability, cost, claim,
            action, demand or expense (in this clause 13, each, an Expense)
            which the Paying Agent, the Note Registrar or the Calculation Agent,
            as the case may be, may incur or which may be made against the
            Paying Agent, the Note Registrar or the Calculation Agent (as the
            case may be), as a result of or in connection with the Paying
            Agent's, the Note Registrar's or the Calculation Agent's, as the
            case may be, appointment or the proper exercise of the Paying
            Agent's, the Note


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            Registrar's or the Calculation Agent's, as the case may be, powers
            and proper performance of the Paying Agent's, the Note Registrar's
            or the Calculation Agent's, as the case may be, duties under this
            agreement, notwithstanding the resignation or removal of that Paying
            Agent, the Note Registrar's or the Calculation Agent in accordance
            with clause 17 (including any liability in respect of payment of a
            cheque drawn by that Paying Agent or Calculation Agent (as the case
            may be) where the cheque is collected or sued upon or an attempt at
            collection is made after the amount in respect of which it is paid
            has been returned to the Trustee under clause 4).

      (b)   The indemnity in paragraph (a) applies to any Expense of a Paying
            Agent, the Note Registrar or the Calculation Agent (as the case may
            be) only:

            (i)   to the extent the Expense does not result from the breach by
                  the Paying Agent, the Note Registrar or the Calculation Agent
                  (as the case may be) of the terms of this agreement or which
                  breach arises out of the Paying Agent's, the Note Registrar's
                  or the Calculation Agent's (as the case may be) own fraud,
                  wilful misconduct, negligence or bad faith or that of its
                  directors, officers or employees or servants;

            (ii)  if the Paying Agent, the Note Registrar or the Calculation
                  Agent (as the case may be) gives notice of the Expense to the
                  Trustee and the Manager promptly upon the Paying Agent, the
                  Note Registrar or the Calculation Agent (as the case may be)
                  becoming aware of the Expense; and

            (iii) if and whenever the Trustee or the Manager so requires, the
                  Paying Agent, the Note Registrar or the Calculation Agent (as
                  the case may be) takes any actions or proceedings under the
                  control and at the expense of the Trustee as the Trustee may
                  reasonably require to avoid, resist or compromise that
                  Expense.

      (c)   Each of the Calculation Agent, the Note Registrar and the Paying
            Agents severally indemnifies the Trustee and the Manager against any
            Expense which the Trustee or the Manager (as the case may be) may
            incur or which may be made against it as a result of a breach by the
            Calculation Agent, the Note Registrar or the Paying Agent (as the
            case may be) of the terms of this agreement or its own fraud, wilful
            misconduct, negligence or bad faith or that of its directors,
            officers or employees or servants, including any failure to obtain
            and maintain in existence any Authorisation required by it for the
            assumption, exercise and performance of its powers and duties under
            this agreement.

14.   The Note Register

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

14.1  Appointment of Note Registrar

      The Trustee appoints Deutsche Bank Trust Company Americas to be the
      initial Note Registrar. Deutsche Bank Trust Company Americas accepts that
      appointment.


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14.2  Details to be kept on the Note Register

      The Note Registrar shall keep the Note Register with respect to the Trust
      in accordance with the terms of this agreement and Note Trust Deed, on
      which shall be entered the following information relating to the Trust:

      (a)   (name) the name of the Trust;

      (b)   (creation) the date of the creation of the Trust;

      (c)   (Issue Dates) the Issue Dates for Class A-1 Notes issued in relation
            to the Trust;

      (d)   (Initial Invested Amount) the total Initial Invested Amount of Class
            A-1 Notes issued on each such Issue Date;

      (e)   (Invested Amount) the Invested Amount of each Class A-1 Note from
            time to time;

      (f)   (Stated Amount) the Stated Amount of each Class A-1 Note from time
            to time;

      (g)   (Series) details of relevant Classes of Class A-1 Notes;

      (h)   (details of Noteholders) the name and address of each Class A-1
            Noteholder;

      (i)   (number of Notes) the number of Class A-1 Notes held by each Class
            A-1 Noteholder;

      (j)   (date of entry) the date on which a person was entered as the holder
            of Class A-1 Notes;

      (k)   (date of cessation) the date on which a person ceased to be a Class
            A-1 Noteholder;

      (l)   (account) the account to which any payments due to a Class A-1
            Noteholder are to be made (if applicable);

      (m)   (payments) a record of each payment in respect of the Class A-1
            Notes; and

      (n)   (additional information) such other information as:

            (i)   is required by the Supplementary Terms Notice;

            (ii)  the Note Registrar considers necessary or desirable; or

            (iii) the Manager or the Trustee reasonably requires in writing with
                  respect to Class A-1 Notes.

14.3  Payments of Principal and Interest

      (a)   Any payment of principal or interest on any Class A-1 Note shall be
            endorsed by the Note Registrar on the Note Register. In the case of
            payments of principal, the Invested Amount of the Class A-1 Notes
            shall be reduced for all purposes by the amount so paid and endorsed
            on the Note Register. Any such record shall be prima facie evidence
            that the payment in question has been made.

      (b)   If the amount of principal or interest (as the case may be) due for
            payment on any Class A-1 Note is not paid in full (including
            Carryover Charge Offs and by reason of a deduction or withholding)
            the Note Registrar shall endorse a record of that shortfall on the
            Note Register.

14.4  Place of keeping Register, copies and access

      The Note Register shall be:


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      (a)   (place kept) kept at the office of the Note Registrar at 1761 East
            St. St Andrew Place, Santa Ana, California 92705-4934 or at such
            place as the Trustee, the Manager and the Note Registrar may agree;

      (b)   (access to Manager and Auditor) open to the Trustee, the Manager,
            the Note Trustee and the Auditor of the Trust to inspect during
            normal business hours;

      (c)   (inspection by Class A-1 Noteholders) open for inspection by the
            Note Trustee or a Class A-1 Noteholder during normal business hours
            but, in the case of a Class A-1 Noteholder, only in respect of
            information relating to that Class A-1 Noteholder; and

      (d)   (not for copying) not available to be copied by any person (other
            than the Trustee, the Manager or the Note Trustee) except in
            compliance with such terms and conditions (if any) as the Manager,
            the Trustee and the Note Registrar in their absolute discretion
            nominate from time to time.

14.5  Details on Note Register conclusive

      (a)   (Reliance on Register) The Trustee shall be entitled to rely on the
            Note Register 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 Note Register is inconsistent with any
            other document, matter or thing. The Trustee is not liable to any
            person in any circumstances whatsoever for any inaccuracy in, or
            omission from, the Note Register.

      (b)   (No trusts etc) The Note Registrar shall not be obliged to enter on
            the Note Register notice of any trust, Security Interest or other
            interest whatsoever in respect of any Class A-1 Notes and the
            Trustee shall be entitled to recognise a Class A-1 Noteholder as the
            absolute owner of Class A-1 Notes and the Trustee shall not be bound
            or affected by any trust affecting the ownership of any Class A-1
            Notes unless ordered by a court or required by statute.

14.6  Alteration of details on Note Register

      On the Note Registrar being notified of any change of name or address or
      payment or other details of a Class A-1 Noteholder by the Class A-1
      Noteholder, the Note Registrar shall alter the Note Register accordingly.

14.7  Rectification of Note Register

      If:

      (a)   an entry is omitted from the Note Register;

      (b)   an entry is made in the Note Register otherwise than in accordance
            with this deed;

      (c)   an entry wrongly exists in the Note Register;

      (d)   there is an error or defect in any entry in the Note Register; or

      (e)   default is made or unnecessary delay takes place in entering in the
            Note Register that any person has ceased to be the holder of Class
            A-1 Notes,

      the Note Registrar may rectify the same.


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14.8  Correctness of Note Register

      The Note Registrar shall not be liable for any mistake, error or omission
      on the Note Register or in any purported copy except to the extent that
      the mistake, error or omission is attributable to its fraud, negligence or
      wilful default.

15.   Changes of Note Registrar

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

15.1  Removal

      The Trustee (or the Manager on its behalf after advising the Trustee) may
      terminate the appointment of the Note Registrar with the prior written
      approval of the Note Trustee (which approval must not be unreasonably
      withheld or delayed), with effect not less than 60 days from that notice.

15.2  Resignation

      Subject to this clause 15 the Note Registrar may resign its appointment at
      any time by giving to the Trustee, the Manager and the Note Registrar not
      less than 60 days written notice to that effect.

15.3  Limitation

      Despite clauses 15.1 and 15.2:

      (a)   no resignation by or termination of the appointment of the Note
            Registrar shall take effect until a new Note Registrar approved in
            writing by the Note Trustee has been appointed on terms previously
            approved in writing by the Note Trustee (in each case, that approval
            not to be unreasonably withheld or delayed); and

      (b)   the appointment of a new Note Registrar shall be on the terms and
            subject to the conditions of this agreement and the outgoing Note
            Registrar shall co-operate fully to do all further acts and things
            and execute any further documents as may be necessary or desirable
            to give effect to the appointment of the new Note Registrar.

16.   General

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

16.1  Communications to Class A-1 Noteholders

      The Principal Paying Agent shall, upon receipt from the Trustee, Manager,
      Security Trustee or Note Trustee of any communication to be delivered to
      Class A-1 Noteholders or Class A-1 Note Owners, including any
      communications pursuant to clauses 3.3, 7.1, 18(a), 22.1 or 23.2 of the
      Note Trust Deed or any other solicitation of notice from or consent of the
      Class A-1 Noteholders or Class A-1 Note Owners pursuant to or relating to
      the Note Trust Deed or this agreement, forward such communications to the
      Class A-1 Noteholders, along with instructions that the responses relating
      to such communications be returned to the Principal Paying Agent. Such
      communication shall include the date upon which the response to such
      solicitation shall be delivered (the Response Date). The Principal Paying
      Agent shall treat any Class A-1 Noteholder who has not delivered its
      response as of the Response Date as having withheld its consent to the
      proposed action. The Principal Paying Agent shall notify the Trustee,
      Manager and Note Trustee of the results of any such solicitations of
      consent.


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16.2  Agency

      Subject to any other provision of this agreement, each of the Paying
      Agents, the Calculation Agent and the Note Registrar (each a Note Party)
      shall act solely for and as agent of the Trustee and shall not have any
      obligations towards or relationship of agency or trust with any person
      entitled to receive payments of principal and/or interest on the Class A-1
      Notes and shall be responsible only for performance of the duties and
      obligations expressly imposed upon it in this agreement.

16.3  Identity

      Each Paying Agent shall (except as ordered by a court of competent
      jurisdiction or as required by law) be entitled to treat the person:

      (a)   who is, while a Book-Entry Note remains outstanding, the registered
            owner of that Book-Entry Note as the person entitled to receive
            payments of principal or interest (as applicable) and each person
            shown in the records of the Common Depository as the holder of any
            Class A-1 Note represented by a Book-Entry Note shall be entitled to
            receive from the registered owner of that Book-Entry Note any
            payment so made in accordance with the respective rules and
            procedures of the Common Depository and on the terms and subject to
            the conditions of that Book-Entry Note;

      (b)   who is the registered owner of any relevant Definitive Note, as the
            absolute owner or owners of that Definitive Note, (whether or not
            that Definitive Note, is overdue and despite any notice of ownership
            or writing on it or any notice of previous loss or theft or of any
            trust or other interest in it); or

      (c)   who, when a Book-Entry Note in respect of any Class A-1 Note is no
            longer outstanding but Definitive Notes in respect of the Class of
            Class A-1 Notes have not been issued, is for the time being the Note
            Trustee, as the person entrusted with the receipt of principal or
            interest, as applicable, on behalf of the relevant Class A-1
            Noteholders,

      and in all cases and for all purposes despite any notice to the contrary
      and shall not be liable for so doing.

16.4  No set-off

      No Paying Agent shall exercise any right of set-off, withholding,
      counterclaim or lien against, or make any deduction in any payment to, any
      person entitled to receive amounts of principal or interest on the Class
      A-1 Notes in respect of moneys payable by it under this agreement.

16.5  Reliance

      Each of the Calculation Agent, the Note Registrar and the Paying Agent(s)
      shall be protected and shall incur no liability for or in respect of any
      action taken, omitted or suffered by it in reliance upon any instruction,
      request or order from the Trustee or the Manager or in reliance upon any
      Class A-1 Note or upon any notice, resolution, direction, consent,
      certificate, affidavit, statement or other paper or document reasonably
      believed by it to be genuine and to have been delivered, signed or sent by
      the proper party or parties.


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16.6  Entitled to deal

      A Note Party shall not be precluded from acquiring, holding or dealing in
      any Class A-1 Notes or from engaging or being interested in any contract
      or other financial or other transaction with the Trustee, the Manager or
      the Servicer as freely as if it were not an agent of the Trustee under
      this agreement and in no event whatsoever (other than fraud, wilful
      misconduct, negligence or bad faith) shall any Note Party be liable to
      account to the Trustee or any person entitled to receive amounts of
      principal or interest on the Class A-1 Notes for any profit made or fees
      or commissions received in connection with this agreement or any Class A-1
      Notes.

16.7  Consultation

      Each Note Party may, with the consent of the Trustee and the Manager (such
      consent not to be unreasonably withheld), consult as to legal matters with
      lawyers selected by it, who may be employees of or lawyers to the Trustee,
      the Manager or the relevant Paying Agent or the Calculation Agent.

16.8  Duties

      Each Note Party shall perform the duties, and only the duties, contained
      in or reasonably incidental to this agreement and the Conditions and in
      the Class A-1 Notes, and no implied duties or obligations (other than
      general laws as to agency) shall be read into this agreement, the Class
      A-1 Notes against any Note Party. A Note Party shall not be required to
      take any action under this agreement which would require it to incur any
      expense or liability, for which (in its reasonable opinion) either it
      would not be reimbursed within a reasonable time or in respect of which it
      has not been indemnified to its satisfaction.

16.9  Income Tax Returns

      The Principal Paying Agent shall, subject always to compliance with
      mandatory provisions of law, deliver to each Class A-1 Noteholder such
      information as may be reasonably required to enable such Class A-1
      Noteholder to prepare its federal and state income tax returns.

16.10 Obligations of Note Parties

      Each Note Party represents and warrants that it is duly qualified to
      assume its obligations under this agreement and has obtained all necessary
      approvals required to perform its obligations under this agreement.

17.   Changes in Paying Agents and Calculation Agent

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

17.1  Removal

      The Trustee (or the Manager with the consent of the Trustee (such consent
      not to be unreasonably withheld)) may at any time:

      (a)   with the prior written approval of the Note Trustee appoint:

            (i)   additional or alternative Paying Agents; or

            (ii)  an alternative Calculation Agent;


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      (b)   subject to this clause 17, terminate the appointment of any Paying
            Agent or the Calculation Agent by giving written notice to that
            effect to each Designated Rating Agency, the Note Trustee, the
            Calculation Agent (if its appointment is to be terminated), the
            Principal Paying Agent and (if different) the Paying Agent whose
            appointment is to be terminated:

            (i)   with effect immediately on that notice, if any of the
                  following occurs in relation to the Paying Agent or
                  Calculation Agent (as the case may be):

                  (A)   an Insolvency Event has occurred in relation to the
                        Paying Agent or Calculation Agent;

                  (B)   the Paying Agent or Calculation Agent has ceased its
                        business;

                  (C)   the Paying Agent or Calculation Agent fails to comply
                        with any of its obligations under this agreement and, if
                        capable of remedy, such failure is not remedied within
                        five days after the earlier of (x) the Paying Agent or
                        the Calculation Agent, as the case may be, having become
                        aware of that failure and (y) the receipt by the Paying
                        Agent or the Calculation Agent, as the case may be, of
                        written notice with respect thereto from the Trustee or
                        Manager; or

            (ii)  otherwise, with the prior written approval of the Note Trustee
                  (which approval must not be unreasonably withheld or delayed)
                  with effect not less than 60 days' from that notice, which
                  date shall be not less than 30 days before nor 30 days after
                  any due date for payment of any Class A-1 Notes.

17.2  Resignation

      Subject to this clause 17, a Paying Agent or the Calculation Agent may
      resign its appointment under this agreement at any time by giving to the
      Trustee, the Manager, each Designated Rating Agency and (where a Paying
      Agent is resigning and the Paying Agent is not the Principal Paying Agent)
      the Principal Paying Agent not less than 60 days' written notice to that
      effect, which notice shall expire not less than 30 days before or 30 days
      after any due date for payment of any Class A-1 Notes.

17.3  Limitation

      Despite clauses 17.1 and 17.2:

      (a)   no resignation by or termination of the appointment of the Principal
            Paying Agent shall take effect until a new Principal Paying Agent
            approved in writing by the Note Trustee has been appointed on terms
            previously approved in writing by the Note Trustee (in each case,
            that approval not to be unreasonably withheld or delayed);

      (b)   subject to clause 17.3(a), if any Paying Agent or the Calculation
            Agent resigns in accordance with clause 17.2, but by the day falling
            15 days before the expiry of any notice under clause 17.2 the
            Trustee or the Manager has not appointed a new Paying Agent or
            Calculation Agent then the relevant Paying Agent or Calculation
            Agent (as the case may be) may appoint in its place any reputable
            bank or trust company of good standing approved in writing by the
            Note Trustee and appointed on terms previously approved in writing
            by the Note Trustee (in each case, that approval not to be
            unreasonably withheld or delayed);


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      (c)   no resignation by or termination of the appointment of any Paying
            Agent shall take effect if as a result of that resignation or
            termination there would cease to be a Paying Agent which has a
            Paying Office in New York City, California or such other
            jurisdiction as the Paying Agent, the Manager and the Trustee may
            agree from time to time;

      (d)   no appointment or termination of the appointment of any Paying Agent
            or the Calculation Agent (as the case may be) shall take effect
            unless and until notice has been given to the Class A-1 Noteholders
            in accordance with the Conditions;

      (e)   no resignation by or termination of the appointment of the
            Calculation Agent shall take effect until a new Calculation Agent
            having its Specified Office in New York City, California or such
            other jurisdiction as the Calculation Agent, the Manager and the
            Trustee may agree from time to time has been appointed; and

      (f)   the appointment of any additional Paying Agent shall be on the terms
            and subject to the conditions of this agreement and each of the
            parties to this agreement shall co-operate fully to do all further
            acts and things and execute any further documents as may be
            necessary or desirable to give effect to the appointment of the
            Paying Agent (which shall be, in the case of an appointment under
            clause 17.1(a) or a termination under clause 17.1(b)(ii), at the
            cost of the relevant Paying Agent).

      In addition, the Trustee shall forthwith appoint a Paying Agent in New
      York City in the circumstances described in Condition 6(b) in any Note (if
      there is no such Paying Agent at the time) and while such circumstances
      subsist maintain such a Paying Agent. Notice of any such termination or
      appointment and of any change in the office through which any Paying Agent
      will act will be given in accordance with Condition 12.

17.4  Delivery of amounts

      If the appointment of the Principal Paying Agent terminates, the Principal
      Paying Agent shall, on the date on which that termination takes effect,
      pay to the successor Principal Paying Agent any amount held by it for
      payment of principal or interest in respect of any Class A-1 Note and
      shall deliver to the successor Principal Paying Agent all records
      maintained by it pursuant to this agreement and all documents (including
      any Definitive Notes) held by it.

17.5  Successor to Principal Paying Agent

      (a)   On the execution by the Trustee, the Manager and any successor
            Principal Paying Agent of an instrument effecting the appointment of
            that successor Principal Paying Agent, that successor Principal
            Paying Agent shall, without any further act, deed or conveyance,
            become vested with all the authority, rights, powers, trusts,
            immunities, duties and obligations of its predecessor with effect as
            if originally named as Principal Paying Agent in this agreement and
            that predecessor, on payment to it of the pro rata proportion of its
            administration fee and disbursements then unpaid (if any), shall
            have no further liabilities under this agreement, except for any
            accrued liabilities arising from or relating to any act or omission
            occurring prior to the date on which the successor Principal Paying
            Agent is appointed.


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      (b)   Any corporation:

            (i)   into which the Principal Paying Agent is merged;

            (ii)  with which the Principal Paying Agent is consolidated;

            (iii) resulting from any merger or consolidation to which the
                  Principal Paying Agent is a party; or

            (iv)  to which the Principal Paying Agent sells or otherwise
                  transfers all or substantially all the assets of its corporate
                  trust business,

            shall, on the date when that merger, conversion, consolidation, sale
            or transfer becomes effective and to the extent permitted by
            applicable law, become the successor Principal Paying Agent under
            this agreement without the execution or filing of any agreement or
            document or any further act on the part of the parties to this
            agreement, unless otherwise required by the Trustee or the Manager,
            and after that effective date all references in this agreement to
            the Principal Paying Agent shall be references to that corporation.

17.6  Successor to Calculation Agent

      (a)   On the execution by the Trustee, the Manager and any successor
            Calculation Agent of an instrument effecting the appointment of that
            successor Calculation Agent, that successor Calculation Agent shall,
            without any further act, deed or conveyance, become vested with all
            the authority, rights, powers, trusts, immunities, duties and
            obligations of its predecessor with effect as if originally named as
            Calculation Agent in this agreement and that predecessor, on payment
            to it of the pro rata proportion of its administration fee and
            disbursements then unpaid (if any), shall have no further
            liabilities under this agreement, except for any accrued liabilities
            arising from or relating to any act or omission occurring prior to
            the date on which the successor Calculation Agent is appointed.

      (b)   Any corporation:

            (i)   into which the Calculation Agent is merged;

            (ii)  with which the Calculation Agent is consolidated;

            (iii) resulting from any merger or consolidation to which the
                  Calculation Agent is a party; or

            (iv)  to which the Calculation Agent sells or otherwise transfers
                  all or substantially all the assets of its corporate trust
                  business,

            shall, on the date when that merger, conversion, consolidation, sale
            or transfer becomes effective and to the extent permitted by
            applicable law, become the successor Calculation Agent under this
            agreement without the execution or filing of any agreement or
            document or any further act on the part of the parties to this
            agreement, unless otherwise required by the Trustee or the Manager,
            and after that effective date all references in this agreement to
            the Calculation Agent shall be references to that corporation.

17.7  Successor to Note Registrar

      (a)   On the execution by the Trustee, the Manager and any successor Note
            Registrar of an instrument effecting the appointment of that
            successor Note


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            Registrar, that successor Note Registrar shall, without any further
            act, deed or conveyance, become vested with all the authority,
            rights, powers, trusts, immunities, duties and obligations of its
            predecessor with effect as if originally named as Note Registrar in
            this agreement and that predecessor, on payment to it of the pro
            rata proportion of its administration fee and disbursements then
            unpaid (if any), shall have no further liabilities under this
            agreement, except for any accrued liabilities arising from or
            relating to any act or omission occurring prior to the date on which
            the successor Note Registrar is appointed.

      (b)   Any corporation:

            (i)   into which the Note Registrar is merged;

            (ii)  with which the Note Registrar is consolidated;

            (iii) resulting from any merger or consolidation to which the Note
                  Registrar is a party; or

            (iv)  to which the Note Registrar sells or otherwise transfers all
                  or substantially all the assets of its corporate trust
                  business,

            shall, on the date when that merger, conversion, consolidation, sale
            or transfer becomes effective and to the extent permitted by
            applicable law, become the successor Note Registrar under this
            agreement without the execution or filing of any agreement or
            document or any further act on the part of the parties to this
            agreement, unless otherwise required by the Trustee or the Manager,
            and after that effective date all references in this agreement to
            the Note Registrar shall be references to that corporation.

17.8  Notice to Class A-1 Noteholders

      The Manager on behalf of the Trustee shall, within 14 days of:

      (a)   the termination of the appointment of any Paying Agent, the Note
            Registrar or the Calculation Agent;

      (b)   the appointment of a new Paying Agent, the Note Registrar or
            Calculation Agent; or

      (c)   the resignation of any Paying Agent or Calculation Agent,

      give to the Class A-1 Noteholders notice of the termination, appointment
      or resignation in accordance with Condition 12 (in the case of a
      termination under clause 17.1(b)(i) or 17.2 at the cost of the outgoing
      Paying Agent or the Calculation Agent, as the case may be).

17.9  Change in Paying Office or Specified Office

      (a)   If any Paying Agent proposes to change its Paying Office or to
            nominate a further Paying Office (which must be in New York City,
            California or such other jurisdiction as the Paying Agent, the
            Manager and the Trustee may agree from time to time), it must give
            to the Trustee, the Manager, the Note Trustee, the Class A-1
            Noteholders (which notice, in the case of the Class A-1 Noteholders,
            must be given in accordance with Condition 12) and, in the case of a
            change in the Paying Office of a Paying Agent other than the
            Principal Paying Agent, the Principal Paying Agent, not less than 30
            days' prior written notice of that change, giving the address of the
            new Paying Office and stating the date on which the change is to


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            take effect. No change of Paying Office may occur within the period
            between 30 days before and 30 days after any due date for payment of
            any Class A-1 Notes.

      (b)   If the Calculation Agent proposes to change its Specified Office
            (which must be in New York City, California or such other
            jurisdiction as the Calculation Agent, the Manager and the Trustee
            may agree from time to time), or to nominate a further Specified
            Office, it must give to the Trustee, the Manager, the Class A-1
            Noteholders (which notice, in the case of the Class A-1 Noteholders,
            must be given in accordance with Condition 12) and the Note Trustee,
            not less than 30 days' prior written notice of that change, giving
            the address of the new Specified Office and stating the date on
            which the change is to take effect. No change of specified office
            may occur within the period between 30 days before and 30 days after
            any due date for payment of any Class A-1 Notes.

      (c)   The Manager, on behalf of the Trustee, must, within 14 days of
            receipt of a notice under paragraph (a) (unless the appointment is
            to terminate pursuant to clause 17.1 or 17.2 on or prior to the date
            of that change) give to the Class A-1 Noteholders notice in
            accordance with the Conditions of that change and of the address of
            the new Paying Office or Specified Office (as the case may be) but
            the costs of giving that notice shall be borne by the Paying Agent
            or the Calculation Agent (as the case may be) which is changing its
            Paying Office and not by the Trustee or the Manager.

18.   Fees and Expenses

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

      (a)   The Trustee shall pay to the Principal Paying Agent during the
            period when any of the Class A-1 Notes remain outstanding the
            administration fee separately agreed by the Principal Paying Agent,
            the Manager and the Trustee, together with any out-of-pocket
            expenses reasonably incurred (including any legal fees and
            expenses). If the appointment of the Principal Paying Agent is
            terminated under this agreement, the Principal Paying Agent must
            refund to the Trustee that proportion of the fee (if any) which
            relates to the period during which the Principal Paying Agent will
            not be the Principal Paying Agent.

      (b)   The Trustee shall pay to the Calculation Agent during the period
            when any of the Class A-1 Notes remain outstanding the fee
            separately agreed by the Calculation Agent, the Manager and the
            Trustee, together with any out-of-pocket expenses reasonably
            incurred (including any legal fees and expenses). If the appointment
            of the Calculation Agent is terminated under this agreement, the
            Calculation Agent must refund to the Trustee that proportion of the
            fee (if any) which relates to the period during which the
            Calculation Agent will not be the Calculation Agent.

      (c)   The Trustee shall pay to the Note Registrar during the period when
            any of the Class A-1 Notes remain outstanding the fee separately
            agreed by the Note Registrar and the Trustee, together with any
            out-of-pocket expenses reasonably incurred (including any legal fees
            and expenses). If the appointment of the Note Registrar is
            terminated under this agreement, the Note Registrar must refund to
            the Trustee that proportion of the fee (if any) which relates to the
            period during which the Note Registrar will not be the Note
            Registrar.

      (d)   Save as provided in paragraphs (a), (b) and (c), or as expressly
            provided elsewhere in this agreement, neither the Trustee nor the
            Manager shall have any liability in respect of any


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            fees or expenses of the Calculation Agent, Principal Paying Agent,
            any other Paying Agent or the Note Registrar in connection with this
            agreement.

      (e)   The above fees, payments and expenses shall be paid in Australian
            dollars and the Trustee shall in addition pay any goods and services
            tax which may be applicable. The Principal Paying Agent shall
            arrange for payment of commissions to the other Paying Agents and
            arrange for the reimbursement of their expenses promptly upon
            demand, supported by evidence of that expenditure, and provided that
            payment is made as required by paragraph (a) the Trustee shall not
            be concerned with or liable in respect of that payment.

19.   Waivers, Remedies Cumulative

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

      (a)   No failure to exercise and no delay in exercising any right, power
            or remedy under this agreement operates as a waiver. Nor does any
            single or partial exercise of any right, power or remedy preclude
            any other or further exercise of that or any other right, power or
            remedy.

      (b)   The rights, powers and remedies provided to a party in this
            agreement are in addition to, and do not exclude or limit, any
            right, power or remedy provided by law.

20.   Severability of Provisions

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

      Any provision of this agreement which is prohibited or unenforceable in
      any jurisdiction is ineffective as to that jurisdiction to the extent of
      the prohibition or unenforceability. That does not invalidate the
      remaining provisions of this agreement nor affect the validity or
      enforceability of that provision in any other jurisdiction.

21.   Assignments

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

      No party may assign or transfer any of its rights or obligations under
      this agreement without the prior written consent of the other parties, or
      if the rating of the Class A-1 Notes would be withdrawn or reduced as a
      result of the assignment, except for the creation of a charge by the
      Trustee under the Security Trust Deed. A party who assigns or transfers
      any of its rights or obligations under this agreement must promptly notify
      each Designated Rating Agency of that assignment.

22.   Notices

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

22.1  General

      All notices, requests, demands, consents, approvals, agreements or other
      communications to or by a party to this agreement:

      (a)   must be in writing;

      (b)   must be signed by an Authorised Signatory of the sender; and

      (c)   will be taken to be duly given or made:


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            (i)   (in the case of delivery in person or by post) when delivered,
                  received or left at the address of the recipient shown in
                  clause 22.2 or to any other address notified by the recipient
                  to the sender under this clause 22;

            (ii)  (in the case of facsimile transmission) on receipt of a
                  transmission report confirming successful transmission to the
                  number shown in clause 22.2 or any other number notified by
                  the recipient to the sender under this clause 22; and

            (iii) (in the case of a telex) on receipt by the sender of the
                  answerback code of the recipient at the end of transmission to
                  the number shown in clause 22.2 or any other number notified
                  by the recipient to the sender under this clause 22,

            but if delivery or receipt is on a day on which business is not
            generally carried on in the place to which the communication is sent
            or is later than 5:00 pm (local time), it will be taken to have been
            duly given or made at the commencement of business on the next day
            on which business is generally carried on in that place.

      Any party may by notice to each party change its address, facsimile, telex
      or telephone number under this clause 22.1.

22.2  Details

      The address, telephone and facsimile of each party at the date of this
      agreement are as follows:

      The Trustee

      PERPETUAL TRUSTEES CONSOLIDATED LIMITED
      Level 7, 9 Castlereagh Street
      Sydney, New South Wales 2000
      Tel:       612 9229 9000
      Fax:       612 9221 7870
      Attention: Manager Securitisation

      The Manager

      CRUSADE MANAGEMENT LIMITED
      4-16 Montgomery Street
      Kogarah, New South Wales 2217
      Tel:       612 9320 5605
      Fax:       612 9320 5586
      Attention: Executive Manager, Securitisation

      The Principal Paying Agent

      DEUTSCHE BANK TRUST COMPANY AMERICAS
      1761 East St. Andrew Place
      Santa Ana, California 92705-4934


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      Tel:        714 247 6000
      Fax:        714 247 6478
      Attention:  Trust Administration ST0401

      The Calculation Agent

      DEUTSCHE BANK TRUST COMPANY AMERICAS
      1761 East St. Andrew Place
      Santa Ana, California 92705-4934
      Tel:              714 247 6000
      Fax:              714 247 6478
      Attention:        Trust Administration ST0401

      The Note Trustee

      DEUTSCHE BANK TRUST COMPANY AMERICAS
      1761 East St. Andrew Place
      Santa Ana, California 92705-4934
      Tel:              714 247 6000
      Fax:              714 247 6478
      Attention:        Trust Administration ST0401

      The Note Registrar

      DEUTSCHE BANK TRUST COMPANY AMERICAS
      1761 East St. Andrew Place
      Santa Ana, California 92705-4934
      Tel:              714 247 6000
      Fax:              714 247 6478
      Attention:        Trust Administration ST0401

      And solely for purposes of transfer, the Note Registrar shall act through
      the offices of its agent, DTC Transfer Agent Services, at 55 Water Street,
      Jeanette Park Entrance, New York, New York 10041.

22.3  Communication through Principal Paying Agent

      All communications relating to this agreement between the Trustee or the
      Manager, Note Registrar and the Calculation Agent and any of the Paying
      Agents or between the Paying Agents themselves shall, save as otherwise
      provided in this agreement, be made through the Principal Paying Agent.

23.   Limited Recourse

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

23.1  General

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


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23.2  Liability of Trustee limited to its right to indemnity

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

      (b)   Subject to paragraph (c) 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 arrangement of or affecting the
            Trustee.

      (c)   The provisions of this clause 23.2 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.

      (d)   It is acknowledged that the Relevant Parties are responsible under
            this agreement 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 agreement) will be considered fraud,
            negligence or Default of the Trustee for the purpose of paragraph
            (c) 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.

      (e)   In exercising their powers under the Transaction Documents, each of
            the Trustee, the Security Trustee and the Class A-1 Noteholders must
            ensure that no attorney, agent, delegate, receiver or receiver and
            manager appointed by it in accordance with this agreement or any
            other Transaction Documents has authority to act on behalf of the
            Trustee in a way which exposes the Trustee to any personal liability
            and no act or omission of any such person will be considered fraud,
            negligence, or Default of the Trustee for the purpose of paragraph
            (c) above.

      (f)   In this clause, Relevant Parties means each of the Manager, the
            Servicer, the Custodian, the Calculation Agent, each Paying Agent,
            the Note Trustee, the Note Registrar and the provider of any Support
            Facility.

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


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23.3  Unrestricted remedies

      Nothing in clause 23.2 limits a Paying Agent or the Calculation Agent in:

      (a)   obtaining an injunction or other order to restrain any breach of
            this agreement by any party;

      (b)   obtaining declaratory relief; or

      (c)   in relation to its rights under the Security Trust Deed.

23.4  Restricted remedies

      Except as provided in clauses 23.3 and 23.2(c) neither any Paying Agent
      nor the Calculation Agent shall:

      (a)   (judgment) obtain a judgment for the payment of money or damages by
            the Trustee;

      (b)   (statutory demand) issue any demand under section 459E(1) of the
            Corporations Act 2001 (Cth) (or any analogous provision under any
            other law) against the Trustee; (c) (winding up) apply for the
            winding up or dissolution of the Trustee;

      (d)   (execution) levy or enforce any distress or other execution to, on,
            or against any assets of the Trustee;

      (e)   (court appointed receiver) apply for the appointment by a court of a
            receiver to any of the assets of the Trustee;

      (f)   (set-off or counterclaim) exercise or seek to exercise any set-off
            or counterclaim against the Trustee; or

      (g)   (administrator) appoint, or agree to the appointment, of any
            administrator to the Trustee,

      or take proceedings for any of the above and each Paying Agent and the
      Calculation Agent waives its rights to make those applications and take
      those proceedings.

24.   Counterparts

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

      This agreement may be executed in any number of counterparts. All
      counterparts together will be taken to constitute one instrument.

25.   Governing Law

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

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

26.   Successor Trustee

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

      Each Paying Agent shall do all things reasonably necessary to enable any
      successor Trustee appointed under clause 20 of the Master Trust Deed to
      become the Trustee under this agreement.


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                                                                         Page 29

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EXECUTED as an agreement.

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

TRUSTEE

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


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


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


--------------------------------------------------------------------------------
                                                                         Page 30

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Agency Agreement                                          Allens Arthur Robinson
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PRINCIPAL PAYING AGENT

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


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


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


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


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

NOTE TRUSTEE

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


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


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


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


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


--------------------------------------------------------------------------------
                                                                         Page 31

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Agency Agreement                                          Allens Arthur Robinson
--------------------------------------------------------------------------------

CALCULATION AGENT

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


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


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


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


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

NOTE REGISTRAR

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


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


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


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


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


--------------------------------------------------------------------------------
                                                                         Page 32