For personal use only - Australian Securities Exchange has the meaning it has in the Bills of Exchange Act 1909 (Cth) and a reference to the acceptance of a Bill is to be interpreted

KING&W@DMALLESO NS

Crusade ABS Series 2015-l Trust Note Deed PollDated 17 March 2015

Perpetual Corporate Trust Limited (ABN 99 000 341 533) in its capacityas trustee of the Crusade ABS Series 2015-1 Trust ("Trustee")

The Notes have not been, and will not be, registered under the USSecurities Act of 1933 ("Securities Act"), or the securities laws of any statein the United Sfafes. The Notes may not be offered or sold at any timewithin the United Sfafes or to, or for the account or benefit of , U.S.persons (as defined in Regulation S under the Securities Act), unless theNotes are registered under the Securities Act or an exemption from theregistration requirements of the Securities Act is available.

King & Wood MallesonsLevel6'1Governor Phillip Tower1 Farrer PlaceSydney NSW 2000AustraliaT +61 2 9296 2000F +61 2 9296 3999DX 1 13 Sydneywww.kwm.comRef: ILE

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Grusade ABS Series 2015-1 Trust Note DeedPollContents

Details

Generalterms

2

3

1

2

3

1

1

1

1

lnterpretat¡on

lncorporated def initionsDefinitionslnterpretation

3

3

3

3

2 The Notes

Creation of NotesUndertaking to payCompliance with laws

3

3

34

2.1

2.22.3

3 Rights and obligations of Noteholders

Benefit and entitlementRights independentNoteholders bound

4

444

3.1

3.23.3

4 Limited recourse aga¡nst Trustee 4

5 General

5.1 Governing law and jurisdiction

5.2 Serving documents

Schedule 1 - Conditions

Schedule 2 - Note Transfer

Signing page

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Crusade ABS Series 2015-1 Trust Note Deed Poll13 March 2015

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Crusade ABS Series 2015-1 Trust Note DeedPollDetails

Parties Trustee

Trustee Name

ABN

Capacity

Address

Fax

Attention

Perpetual Corporate Trust Limited

99 000 341 533

as trustee of the Crusade ABS Series 2015-1

Trust

Level 12, 123 Pitt Street, Sydney NSW 2000

(02) 8256 1424

Manager, Transaction Management Trust and

Fund Services

Beneficiaries Each Noteholder

Date of deedpoll

See Signing page

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Grusade ABS Series 2015-1 Trust Note DeedPollGeneral terms

1

1.1

1.2

1.3

lnterpretation

I ncorporated def i nitions

A term which has a defined meaning in the Security Trust Deed, the Master TrustDeed or the Conditions has the same meaning when used in this deed poll

unless it is expressly defined in this deed poll, in which case the meaning in thisdeed pollprevails.

Definitions

These meanings apply unless the contrary intention appears:

Conditions means the conditions applying to the Notes as set out in Schedule 1

Details means the section of this deed poll headed "Details".

Master Trust Deed means the document entitled "Westpac ABS Master TrustDeed" dated 6 December 20'12 between the Trustee and the Manager.

Security Trust Deed means the document entitled "Westpac ABS MasterSecurity Trust Deed" dated 6 December 2012 between the Trustee and others(as amended),

Trust means the Crusade ABS Series 2015-1 Trust.

lnterpretation

Clauses 1.2 ("References to certain general terms") to 1 .5 ("Capacity") and 6.1

("Awareness of cenain events") of the Security Trust Deed apply to this deed poll.

2 The Notes

2.1 Creation of Notes

The obligations of the Trustee under the Notes of the Trust are constituted by,

and owing under, this deed poll.

2.2 Undertaking to pay

The Trustee irrevocably undertakes with each Noteholder to:

(a) pay principal, any interest and any other amounts payable in respect ofeach Note of the Trust held by the Noteholder in accordance with theConditions of the Note; and

(b) comply with the other Conditions of each Note of the Trust'

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2.3 Gompliance with laws

The Trustee, on the direction of the Manager, may only issue Notes if :

(a) the offer or invitation giving rise to the issue is not:

(i) an offer or invitation which requires disclosure to investors underPart 6D.2 of the Corporations Act; or

(ii) an offer to a retail client for the purposes of Chapter 7 of theCorporations Act; and

(b) the issue complies with any applicable law or directive of the jurisdictionwhere it takes place.

3 Rights and obligations of Noteholders

Benefit and entitlement

Each Noteholder of the Trust has the benefit of, and is entitled to enforce, thisdeed poll even though it is not a party to this deed poll or may not be in existenceat the time this deed poll is executed and delivered.

3.2 Rights independent

Subject to the Transaction Documents of the Trust, each Noteholder of the Trustmay enforce its rights under this deed poll independently from each otherNoteholder of the Trust and any other person.

3.1

3.3 Noteholders bound

The Notes of the Trust are issued on the condition that each Noteholder of theTrust (and any person claiming through or under a Noteholder of the Trust) istaken to have notice of, and is bound by, this deed poll (including the Conditions)and the other Transaction Documents in respect of the Trust.

4 Limited recourse aga¡nst TrusteeThe Trustee's liability to the Noteholders of the Trust (and any person claimingthrough or under a Noteholder of the Trust) in connection with this deed poll andthe other Transaction Documents of the Trust is limited in accordance withclause 18 ("lndemnity and limitation of liability") of the Master Trust Deed.

5 General

5.1 Governing law and iurisdictionThis deed poll is governed by the law in force in New South Wales. The Trusteeand each Noteholder submits to the non-exclusive jurisdiction of the courts ofthat place.


Without preventing any other method of service, any document in a court actionin connection with this deed poll may be served on the Trustee by beingdelivered to or left at the Trustee's address for service of notices in accordancewith clause 23 ("Notices and other communications") of the Security Trust Deed.

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EXECUTED as a deed poll in favour of the Noteholders.


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Crusade ABS Series 2015-1 Trust Note DeedPollSchedule 1 - Conditions

1

1.1

1.2

lnterpretation

lncorporated def I nitions

A term which has a defined meaning in the Security Trust Deed or the MasterTrust Deed has the same meaning when used in these conditions unless it isexpressly defined in these conditions, in which case the meaning in theseconditions prevails. ln the event of any inconsistency between a term defined in

the Security Trust Deed and a term defined in the Master Trust Deed, the termdefined in Security Trust Deed will prevail,

A term defined in the Security Trust Deed or the Master Trust Deed by referenceto a Trust (as defined in the Security Trust Deed) will, when used in theseconditions, be taken to be defined by reference to the Trust (unless the contraryintention appears).

Definitions

ln these conditions, these meanings apply unless the contrary intention appears

ASX means the ASX Limited (ABN 98 008 624 691).

Austraclear means Austraclear Limited (ABN 94 002 060 773).

Austraclear System means the clearing and settlement system operated byAustraclear in Australia for holding securities and electronic recording andsettling of transactions in those securities between participants of that system

Bank Bill Rate means, for a Note for an lnterest Period:

the average mid rate for Bills having a tenor of 30 days as displayed onthe "BBSW" page of the Reuters Monitor System on the first day of thatlnterest Period;

if fewer than five banks quote on the "BBSW" page of the ReutersMonitor System on the day of a determination of the rate in accordancewith paragraph (a) or if for any reason Bank Bill Rate cannot bedetermined in accordance with paragraph (a) or the Calculation Agentdetermines that there is an obvious error in that rate, the rate calculatedas the arithmetic mean of the rates quoted by five banks on applicationby the Calculation Agent. The quotations will be for rates which thebanks quoted or would have quoted on the first day of that lnterestPeriod for a Bill having a tenor of 30 days and of the type specified forthe purpose of quoting on the "BBSW' page of the Reuters MonitorSystem;or

(c) if a rate for that lnterest Period cannot be determined in accordance withthe procedures in paragraphs (a) or (b), the rate specified in good faithby the Calculation Agent at or around that time on the first day of thatlnterest Period, having regard, to the extent possible, to comparableindices then available or to the rates otherwise bid and offered for Bills ofthat tenor at that time.

(a)

(b)

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Bill has the meaning it has in the Bills of Exchange Act 1909 (Cth) and areference to the acceptance of a Bill is to be interpreted in accordance with thatAct.

Business Day Convention has the meaning set out in the lssue Supplement.

Calculation Agent means the Manager.

CallOption means the option to redeem the Notes before the Maturity Date inaccordance with condition 8.2 ("Redemption of Notes - Call Option").

Call Option Date means each Payment Date occurring after the last day of theCollection Period in which the aggregate of the Outstanding Principal Balance ofall Purchased Receivables (as calculated on that last day of the CollectionPeriod) is less than 10% of the Outstanding Principal Balance of all PurchasedReceivables as at the Closing Date.

Charge-Offs has the meaning set out in the lssue Supplement.

Class has the meaning set out in the lssue Supplement.

Glass A Note has the meaning set out in the lssue Supplement.

Glass A Note Step-up Margin means 0.25% per annum.

Class A Note Step-up Margin Date means the Payment Date following the firstCallOption Date.

Class B Note has the meaning set out in the lssue Supplement.

Class C Note has the meaning set out in the lssue Supplement.

Class D Note has the meaning set out in the lssue Supplement'

Class E Note has the meaning set out in the lssue Supplement.

Clearing System means:

(a) the Austraclear System; or

(b) any other clearing system specified in the lssue Supplement.

Closing Date has the meaning set out in the lssue Supplement.

Day Count Fraction means, for the purposes of the calculation of interest forany period, the actual number of days in the period divided by 365'

FATCA means the Foreign Account Taxation Compliance Act provisions,

sections 1471 through lo 1474 of the lnternal Revenue Code (including anyregulations or official interpretations issued with respect thereof and anyamended or successor provisions).

lnterest Period means in respect of a Note:

(a) initially, the period from (and including) the lssue Date of that Note to(but excluding) the first Payment Date following that lssue Date; and

(b) thereafter, each period from (and including) each Payment Date to (but

excluding) the next following Payment Date.



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Interest Rate means, for a Note, the interest rate (expressed as a percentagerate per annum) for that Note determined in accordance with condition 6.3("lnterest Rate").

lnvested Amount for a Note has the meaning set out in the lssue Supplement.

lssue Date means, for a Note, the date on which that Note is, or is to be, issued.

lssue Supplement means the document entitled "Crusade ABS Series 2015-1Trust lssue Supplement" dated on or about the date of this deed poll between theTrustee and others.

Master Trust Deed means the document entitled "Westpac ABS Master TrustDeed" dated 6 December 2012 between the Trustee and others.

Maturity Date means 14 May 2025.

Note means a debt obligation issued or to be issued by the Trustee in respect ofthe Trust which is constituted by, and owing under, the Note Deed Poll, and the

details of which are recorded in, and evidenced by entry in, the Note Register forthe Trust,

Note Deed Poll means the document entitled "Crusade ABS Series 2015-1 TrustNote Deed Poll" dated on or about 16 March 2015 executed by the Trustee.

Note Margin means, in respect of a Class of Notes, the percentage rate per

annum notified as such by the Manager to the Trustee on or before the lssueDate of such Notes.

Noteholder means, for a Note, each person whose name is entered in the NoteRegister for the Trust as the holder of that Note. lf a Note is held in a ClearingSystem, references to the Noteholder of that Note include the operator of thatCiearing System or its nominee, depository or common depository (in each caseacting in accordance with the rules and regulations of the Clearing System).

Outstanding Principal Balance has the meaning set out in the lssue

Supplement.

Payment Date has the meaning set out in the lssue Supplement'

Purchased Receivable has the meaning set out in the lssue Supplement.

Record Date means, for a payment due in respect of a Note of the Trust, the

second Business Day immediately preceding the relevant Payment Date.

Redemption Amount means, on any day in respect of a Note an amount equal

to the aggregate of:

(a) the lnvested Amount of that Note (or the Stated Amount of that Note, ifapproved by an Extraordinary Resolution of the Noteholders of thatClass of Notes); and

(b) all accrued and unpaid interest in respect of that Note,

on that day,

Registrar means, in respect of the Trust:

(a) the Trustee; or



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1.3

1.4

(b) such other person appointed by the Trustee to maintain the NoteRegister for the Trust.

Security Trust Deed means the document entitled "Westpac ABS MasterSecurity Trust Deed" dated 6 December 2012 between the Trustee and others.

Seller Note has the meaning set out in the lssue Supplement.

Specified Office means the address of the Trustee which is specified in the"Details" section of this deed poll (for so long as the Trustee is the Registrar) orany other address notified to Noteholders from time to time.

Stated Amount for a Note, has the meaning set out in the lssue Supplement.

lnterpretation

Clauses 1.2 ("References to certain general terms") to 1,4 ("Headings") and 6'1("Awareness of cefiain events") of the Security Trust Deed apply to theseconditions.

Business Day Convention

Unless the contrary intention appears, in these conditions a reference to aparticular date is a reference to that date adjusted in accordance with theBusiness Day Convention.

2

2.1

General

lssue Supplement

Notes are issued on the terms set out in these conditions and the lssueSupplement, lf there is any inconsistency between these conditions and lssueSupplement, the lssue Supplement prevails.

Notes are issued in 6 Classes:

(a) Class A Notes;

(b) Class B Notes;

(c) Class C Notes;

(d) Class D Notes;

(e) Class E Notes;and

(f) Seller Notes.

Currency

Notes are denominated in Australian dollars.

Clearing Systems

Notes may be held in a Clearing System. lf Notes are held in a Clearing System,the rights of each Noteholder and any other person holding an interest in thoseNotes are subject to the rules and regulations of the Clearing System. TheTrustee is not responsible for anything the Clearing System does or omits to do.

2.2

2.3



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3 Form

3.1

3.2

3.3

3.4

3.5

3.6

3.7

Gonstitution

Notes are debt obligations of the Trustee constituted by, and owing under, theNote Deed Poll and the lssue Supplement.

Registered form

Notes are issued in registered form by entry in the Note Register

No certificates will be issued in respect of any Notes unless the Manager

determines that certificates should be issued or they are required by law.

Effect of entries in Note Register

Each entry in the Note Register in respect of a Note constitutes:

(a) an irrevocable undertaking by the Trustee to the Noteholder to:

(i) pay principal, any interest and any other amounts payable in

respect of the Note in accordance with these conditions; and

(ii) comply with the other conditions of the Note; and

(b) an entitlement to the other benefits given to the Noteholder in respect ofthe Note under these conditions.

Note Register conclusive as to ownership

Entries in the Note Register in relation to a Note are conclusive evidence of the

things to which they relate (including that the person entered as the Noteholder isthe ówner of the Note or, if two or more persons are entered as joint Noteholders,

that they are the joint owners of the Note) subject to correction for fraud, error or

omission.

Joint Noteholders

lf two or more persons are entered in the Note Register as joint Noteholders of a

Note, they are taken to hold the Note as joint tenants with rights of survivorship.

However, the Trustee is not bound to register more than four persons as joint

Noteholders of a Note,

Non-recognition of interests

Except as ordered by a court of competent jurisdiction or required by law, the

Trustee must treat the person whose name is entered as the Noteholder of a

Note in the Note Register as the owner of that Note.

No notice of any trust or other interest in, or claim to, any Note will be entered inthe Note Register. The Trustee need not take notice of any trust or other interestin, or claim to, any Note, except as ordered by a court of competent jurisdiction orrequired by law.

This condition applies whether or not a Note is overdue.

Inspection of Note Register

On providing reasonable notice to the Registrar, a Noteholder will be permitted,

during businèss hours, to inspect the Note Register. A Noteholder is entitled to

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3.8

inspect the Note Register only in respect of information relating to thatNoteholder. The Registrar must make that information available to a Noteholderupon request by that Noteholder within one Business Day of receipt of therequest.

Notes not ¡nva¡¡d if improperly issued

No Note is invalid or unenforceable on the ground that it was issued in breach ofthis deed poll or any other Transaction Document.

Location of the Notes

The property in the Notes for all purposes is situated where the Note Register islocated.

3.9

4

4.1

4.3

4.2

Status

Status

Notes are direct, secured, limited recourse obligations of the Trustee

Security

The Trustee's obligations in respect of the Notes are secured by the GeneralSecurity Deed.

Ranking

The Notes of each Class rank equally amongst themselves

The Classes of Notes rank against each other in the order set out in the lssueSupplement.

5.1

5.2

5.3

5.4

5 Transfer of Notes

Transfer

Noteholders may only transfer Notes in accordance with the Master Trust Deed,the lssue Supplement and these conditions.

T¡tIE

Title to Notes passes when details of the transfer are entered in the NoteRegister,

Transfers in whole

Notes may only be transferred in whole.

Compliance w¡th laws

Notes may only be transferred if:

(a) the offer or invitation giving rise to the transfer is not:

(i) an offer or invitation which requires disclosure to investors underPart 6D.2 of the Corporations Act; or

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5.5

(i i) an offer to a retail client for the purposes of Chapter 7 of the

Corporations Act;and

(b) the transfer complies with any applicable law or directive of thejurisdiction where the transfer takes place.

No transfers to unincorporated assoc¡at¡ons

Noteholders may not transfer Notes to an unincorporated association

Transfer procedures

lnterests in Notes held in a Clearing System may only be transferred in

accordance with the rules and regulations of that Clearing System.

Notes not held in a Clearing System may be transferred by sending a transferform to the Specified Office of the Registrar.

To be valid, a transfer form must be:

(a) in the form set out in Schedule 2 ("Note Transfer") of the Note Deed Poll;

duly completed and signed by, or on behalf of, the transferor and the

transferee; and

accompanied by any evidence the Registrar may require to establish that

the transfer form has been duly signed.

No fee is payable to register a transfer of Notes so long as all applicable Taxes in

connection with the transfer have been paid.

CHESS

Notes listed on the ASX are not

(a) transferred through, or registered on, the Clearing House Electronic

Subregister System operated by the ASX; or

"Approved Financial Products" (as defined for the purposes of that

system).(b)

Transfers of unidentified Notes

lf a Noteholder transfers some but not all of the Notes it holds and the transferay chooserred.transferredobe

transferred in the transfer form.

5.6

(b)

(c)

5.7

5.8

6 lnterest

6.1 lnterest on Notes

(a) Each Note bears interest on its lnvested Amount at its lnterest Rate from

(and including) its lssue Date to (but excluding) the date on which the

ñote is redeemed in accordance w1h condition 8,7 ("Final Redemption").

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6.2

6.3

6.4

6.5

(b) The amount of interest payable in respect of a Note is calculated by

multiplying the lnterest Rate for the lnterest Period, the lnvested Amountof the Note and the Day count Fraction. lnterest is payable in arrear on

each Payment Date.

No interest accrues in respect of a Note on any day on which the Stated

Amount of that Note is zero.(c)

Interest Rate determination

The Calculation Agent must determine the lnterest Rate for the Notes for an

lnterest Period in accordance with these conditions and the lssue Supplement.

The lnterest Rate must be expressed as a percentage rate per annum.

Interest Rate

(a) The lnterest Rate for a Class A Note:

(i) for each lnterest Period ending on or prior to the Class A Note

SteP-uP Margin Date is the sum of:

(A) the relevant Note Margin;and

(B) the Bank Bill Rate; and

(ii) for each lnterest Period ending after the Class A Note Step-upMargin Date is the sum of:

(A) the relevant Note Margin;

(B) the Class A Note Step-up Margin; and

(C) the Bank Bill Rate.

(b) The lnterest Rate for a class of Notes (other than the class A Notes) foreach lnterest Period is the sum of :

(i) the relevant Note Margin; and

(ii) the Bank Bill Rate.

Calculation of interest payable on Notes

As soon as practicable after determining the lnterest Rate for any Note for an

lnterest Period, the Calculation Agent must calculate the amount of interestpayable on that Note for the lnterest Period in accordance with condition 6.1

("lnterest on Notes").

Notification of Interest Rate and other things

lf any lnterest Period or calculation period changes, the Calculation Agent may

amend its determination or calculation of any rate, amount, date or other thing. lf

the Calculation Agent amends any determination or calculation, it must notify the

Trustee and the Manager. The Calculation Agent must give notice as soon aspracticable after amending its determination or calculation'

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6.6

6.7

6.8

6.9

Determination and calculation final

Except where there is an obvious error, any determination or calculation the

Calculation Agent makes in accordance with these conditions is final and binds

the Trustee and each Noteholder.

Rounding

For any determination or calculation required under these conditions:

(a) all percentages resulting from the determination or calculation must be

rounded to the nearest ten-thousandth of a percentage point (with

0.00005 per cent. being rounded up to 0'0001 per cent.); and

(b) all amounts that are due and payable resulting from the determination or

calculation must be rounded (with halves being rounded up)to:

(i) in the case of Australian dollars, one cent; and

(ii ) in the case of any other currency, the lowest amount of thatcurrency available as legal tender in the country of that currency;and

(c) all other figures resulting from the determination or calculation must berounded to five decimal places (with halves being rounded up).

Default interest

lf the Trustee does not pay an amount under this condition 6 ("lnterest") on thedue date, then the Trustee agrees to pay interest on the unpaid amount at the

last applicable lnterest Rate.

lnterest payable under this condition accrues daily from (and including) the due

date to (but excluding) the date the Trustee actually pays and is calculated using

the Day Count Fraction.

lnterpolation

ln respect of the first lnterest Period (but only if the actual number of days in thatlnterest Period is more than 30), the Calculation Agent must determine thelnterest Rate for that lnterest Period using straight line interpolation by reference

to two Bank Bill Rates.

The first rate must be determined on the first day of that lnterest Period in

accordance with the definition of Bank Bill Rate in condition 1.2 ("Definitions")

The second rate must be determined on the first day of that lnterest Period as if

each reference to "30 days" in the definition of Bank Bill Rate in condition 1'2("Definitions") were a reference to "60 days".

7 Allocation of Charge-OffsThe lssue Supplement contains provisions for:

(a) allocating charge-offs to the Notes and reducing the stated Amount of

the Notes; and

(b) reinstating reductions in the Stated Amount of the Notes'



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I8.1

Redemption

Redemption of Notes - Final Maturity

The Trustee agrees to redeem each Note on the Maturity Date of that Note bypaying to the Noteholder the Redemption Amount for the Note. However, theTrustee is not required to redeem a Note on the Maturity Date of that Note if theTrustee redeems, or purchases and cancels the Note before the Maturity Date ofthat Note.

Redemption of Notes - Gall OPtion

(a) The Manager may (at its option) direct the Trustee to redeem all (but notsome only) of the Notes before the Maturity Date and upon receipt ofsuch direction the Trustee must redeem the Notes by paying to theNoteholders the Redemption Amount for the Notes.

(b) The Manager may only direct the Trustee to redeem the Notes under thiscondition 8.2 ("Redemption of Notes - Call Option") if the proposedredemption date is a Call Option Date. The Manager agrees to direct theTrustee to give notice of the proposed redemption under this condition8.2 ("Redemption of Notes - Call Option"), at least 5 Business Daysbefore the proposed redemption date, to the Registrar and theNoteholders and any stock exchange on which the Notes are listed.

Redemption for taxat¡on reasons

(a) lf the Trustee is required under condition 10,2 ("Withholding tax") towithhold or deduct an amount in respect of Taxes from a payment inrespect of a Note, the Manager may (at its option) direct the Trustee toredeem all (but not some only) of the Notes, and upon receipt of suchdirection, the Trustee must redeem the Notes by paying to theNoteholders the Redemption Amount for the Notes.

(b) The Manager agrees to direct the Trustee to give notice of the proposed

redemption under this condition 8.3 ("Redemption for taxation reasons"),at least 15 days before the proposed redemption date, to the Registrarand the Noteholders and any stock exchange on which the Notes arelisted.

8.2

8.3

8.4

8.5

(c)

Payment of principal in accordance w¡th lssue Supplement

Payments of principal on each Note will be made in accordance with the lssue

Supplement.

Late payments

lf the Trustee does not pay an amount under this condition I ("Redemption") on

the due date, then the Trustee agrees to pay interest on the unpaid amount at

the last applicable lnterest Rate.

lnterest payable under this condition 8.5 ("Late payments") accrues daily from(and including) the due date to (but excluding) the date the Trustee actually pays

and is calculated using the Day Count Fraction.

For any redemption of Notes under this condition 8.3 ("Redemption fortaxation reasons"), the proposed redemption date must be a PaymentDate.

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8.6

8.7

Trustee may purchase Notes

The Trustee may purchase Notes in the open market or otherwise at any timeand at any price.

lf the Trustee purchases Notes under this condition 8.6 ("Trustee may purchaseNotes"), the Trustee may hold, resell or cancel the Notes at its discretion.

Final Redempt¡on

A Note will be finally redeemed, and the obligations of the Trustee with respect tothe payment of the lnvested Amount of that Note will be finally discharged, on:

(a) the date upon which the lnvested Amount of that Note is reduced tozeto; or

(b) the date on which the Trustee completes a sale and realisation of allTrust Assets of the Trust in accordance with the Transaction Documentsand the proceeds of that sale and realisation are applied, to the extentavailable, to repay the lnvested Amount of that Note.

9

9.1

9.2

9.3

Payments

Payments to Noteholders

The Trustee agrees to pay interest and amounts of principal in respect of a Noteto the person who is the Noteholder of that Note at close of business on theRecord Date in the place where the Note Register is maintained.

Payments to accounts

The Trustee agrees to make payments in respect of a Note:

(a) if the Note is held in a Clearing System, by crediting on the PaymentDate, the amount due to the account previously notified by the ClearingSystem to the Trustee and the Registrar in accordance with the ClearingSystem's rules and regulations in the country of the currency in whichthe Note is denominated; and

(b) if the Note is not held in a Clearing System, subject to condition 9'3("Payments by cheque"), by crediting on the Payment Date, the amountdue to an account previously notified by the Noteholder to the Trusteeand the Registrar in the country of the currency in which the Note isdenominated.

Payments by cheque

lf a Noteholder has not notified the Trustee of an account to which payments to itmust be made by close of business in the place where the Note Register ismaintained on the Record Date, the Trustee may make payments in respect ofthe Notes held by that Noteholder by cheque.

lf the Trustee makes a payment in respect of a Note by cheque, the Trusteeagrees to send the cheque by prepaid ordinary post not later than the BusinessDay immediately before the due date t if two or morepersons are entered in the Note Regis rs of the Note, to thefirst named joint Noteholder) at its add Note Register atclose of business in the place where the Note Register is maintained on theRecord Date. Despite the preceding sentence, the Trustee may send a chequeby any other means if directed by the Manager, provided that the Manager has



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9.4

formed the opinion that the cheque will be delivered at the address of theNoteholder by no later than the due date for payment.

Cheques sent to a Noteholder are sent at the Noteholder's risk and are taken topayment, lf the Trusteethe Trustee is not required toion 8.5 ("Late payments")) as athe due date.

Payments subiect to law

All payments are subject to applicable law. However, this does not limit condition10 ("Taxation"),

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10.1

Taxation

No set-off, counterclaim or deductions

The Trustee agrees to make all payments in respect of a Note in full without set-

off or counterclaim, and without any withholding or deduction in respect of Taxes,unless such withholding or deduction is required by law.

10.2 Withholding tax

lf a law requires the Trustee to withhold or deduct an amount in respect of Taxesfrom a payment in respect of a Note, then (at the direction of the Manager):

(a) the Trustee agrees to withhold or deduct the amount; and

(b) the Trustee agrees to pay an amount equal to the amount withheld ordeducted to the relevant authority in accordance with applicable law.

The Trustee is not liable to pay any additional amount to the Noteholder in

respect of any such withholding or deduction (including, without limitation, for oron account of any withholding or deduction arising under or in connection withFATCA or any inter-governmental agreement or implementing legislation

adopted by another jurisdiction in connection with FATCA, or pursuant to anyagreement with the U.S. lnternal Revenue Service in connection with FATCA).

11 Time Iimit for claimsA claim against the Trustee for a payment under a Note is void unless madewithin 10 years (in the case of principal) or 5 years (in the case of interest andother amounts) from the date on which payment first became due.

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12.1

General

Role of Calculation Agent

ln performing calculations under these conditions, the Calculation Agent is not an

agent or trustee for the benefit of, and has no fiduciary duty to or other fiduciaryrelationship with, any Noteholder,

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12.2 Meetings of Secured Greditors

The Security Trust Deed contains provisions for convening meetings of the

Secured Creditors to consider any matter affecting their interests, including anyvariation of these conditions.

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13.1

Notices

Notices to Noteholders

All notices and other communications to Noteholders must be in writing and mustbe:

(a) thehree

(b) given by an advertisement published in:

(i) the Australian Financial Review or The Australian; or

if the lssue Supplement for that Trust specifies an additional oralternate newspaper, that additional or alternate newspaper;

(c) posted on an electronic source approved by the Manager and generally

accepted for notices of that type (such as Bloomberg or Reuters);

distributed through the Clearing System in which the Notes are held; or

announced on the ASX.

(d)

(e)

13.2 When effective

Communications take effect from the time they are received or taken to bereceived (whichever happens first) unless a later time is specified in them.

When taken to be received

Communications are taken to be received:

(a) if published in a newspaper, on the first date published in all the requirednewspapers;

(b) if sent by post, three days after posting (or seven days after posting ifsent from one country to another); or

(c) if posted on an electronic source, distributed through a clearing systemor announced on the ASX, on the date of such posting, distribution or

announcement (as aPPlicable).

(i)

13.3

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14.1

Governing law

Governing law and iurisdictionThese conditions are governed by the law in force in New South Wales. The

Trustee and each Noteholder submit to the non-exclusive jurisdiction of the

courts of that place,


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Without preventing any other method of service, any document in any courtaction in connection with any Notes may be served on the Trustee by beingdelivered to or left at the Trustee's address for service of notices in accordancewith clause 23 ("Notices and other communications") of the Security Trust Deed.

15 Limitation of liabilityThe Trustee's liability to the Noteholders of the Trust (and any person claimingthrough or under a Noteholder of the Trust) in connection with this deed poll andthe other Transaction Documents of the Trust is limited in accordance with

clause 18 ("lndemnity and limitation of liability") of the Master Trust Deed.



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Crusade ABS Series 2015-1 Trust Note DeedPollSchedule 2 - Note Transfer

NOTE TRANSFER FORM

FULL NAME OFTRUST ORTRUSTEE

OF NOTES

FULL NAME OFTRANSFEROR

TOTALPURCHASEPRICE

FULL NAME OFTRANSFEREE

TFN OR ABN OFTRANSFEREE

ADDRESS OFTRANSFEREE

REGISTRATIONREQUEST

l, the Transferor and thenamed Notes to the Transferee,transfer the Notes.

BYTRANSFERORDATE D

BYTRANSFEREEDATE EXEC

Trust:Trustee:

Fully Paid

quantity: words figures

Date Purchase

Please register transfer of the above named Notes the Transferor to the Transferee

holder of the above Notes, consideration stated, transfer the abovefree from all encumbrances. I warrant that I am legally authorised and entitled to

l, the Transferee, hereby accept the Notes. I agree to be bound by the terms of the Note Deed Poll (including the

Conditions), the lssue Supplement and the other Transaction Documents on being registered as the holder of the

Notes.

Class [.] Notes

A$



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Crusade ABS Series 2015-1 Trust Note DeedPollSigning page

DATED: 17 March 2015

SIGNED, SEALED AND DELIVEREDby Hagbarth Strom

Senior Transaction Managerand

as attorneys for PERPETUALCORPORATE TRUST LIMITED underpower of attorney dated 16 September2014in the presence of

Signature of witnessManisn

.lManager.Name of witness (block letters)

By executing this deed the attorneystates that the attorney has received nonotice of revocation of the power ofattorney

AkrBy executing(h is deed the attorneystates that the attorney has received nonotice of revocation of the power ofattorney


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