EXECUTION VERSION

                               U.S. $1,200,000,000

                           CRUSADE MANAGEMENT LIMITED

                       CRUSADE GLOBAL TRUST NO. 2 of 2006

                          U.S. $1,200,000,000 Class A-1
                       Mortgage Backed Floating Rate Notes

                             UNDERWRITING AGREEMENT

                                                              September 15, 2006

Credit Suisse Securities (USA) LLC
 As Representative of the several
 Underwriters Listed in Schedule A
Eleven Madison Avenue
New York, New York 10010
UNITED STATES OF AMERICA

Dear Sirs:

1.    Introductory. Perpetual Trustees Consolidated Limited (ABN 81 004 029
841), a limited liability public company under the Corporations Act of Australia
in its capacity as trustee of the Crusade Global Trust No. 2 of 2006 (the
"ISSUER TRUSTEE") at the direction of Crusade Management Limited (ABN 90 072 715
916), as manager (the "TRUST MANAGER") of Crusade Global Trust No. 2 of 2006
(the "TRUST") proposes to sell to the several Underwriters listed in Schedule A
hereto (the "UNDERWRITERS"), for whom you are acting as representative (the
"REPRESENTATIVE"), U.S. $1,200,000,000 principal amount of Class A-1 Mortgage
Backed Floating Rate Notes (the "CLASS A-1 NOTES") issued by the Trust. The
Trust will also at the same time issue its (euro)450,000,000 Class A-2 Mortgage
Backed Floating Rate Notes, its A$600,000,000 Class A-3 Mortgage Backed Floating
Rate Notes, its A$53,200,000 Class B Notes and its A$24,300,000 Class C Mortgage
Backed Floating Rate Notes (collectively, the "OTHER NOTES" and together with
the Class A-1 Notes, the "NOTES"). Each Note will be secured by the assets of
the Trust. The assets of the Trust include, among other things, a pool of
variable and fixed rate residential housing loans (the "HOUSING LOANS")
originated or acquired by St.George Bank Limited (ABN 92 055 513 070)
("ST.GEORGE"), including all monies at any time paid or payable thereon or in
respect thereof, from the close of business on August 23, 2006 (the "CUT-OFF
DATE") with respect to payments of principal and after the Closing Date (as
defined herein) with respect to payments of interest, rights under certain
insurance policies with respect to the Housing Loans, the Collection Account and
the rights of the Issuer Trustee under the Basic Documents. The Trust was
created pursuant to the Master




Trust Deed, dated March 14, 1998 (the "MASTER TRUST DEED"), Notice of Creation
of Trust, dated September 13, 2006 and a supplementary terms notice, to be dated
on or about September 19, 2006 (the "SUPPLEMENTARY TERMS NOTICE"), each among
the Issuer Trustee, St.George and the Trust Manager, which set forth specific
provisions regarding the Trust and detail the provisions of the Notes. The Note
Trust Deed, to be dated on or about September 19, 2006 (the "NOTE TRUST DEED")
by and among the Issuer Trustee, the Trust Manager and The Bank of New York (the
"NOTE TRUSTEE") provides for the issuance and registration of the Class A-1
Notes in accordance with the terms and conditions attached thereto. St.George
will act as seller and as servicer (the "SERVICER") of the Housing Loans. Each
of the Trust Manager and St.George is sometimes referred to as a "ST.GEORGE
PARTY," and collectively, they are sometimes referred to herein as the
"ST.GEORGE PARTIES."

      The Trust Manager has prepared and filed with the U.S. Securities and
Exchange Commission (the "COMMISSION") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "SECURITIES ACT"), a registration
statement on Form S-3 (No. 333-128920), including a form of prospectus
supplement and a base prospectus. The registration statement as amended at the
time when it became effective, or, if any post-effective amendment has been
filed with respect thereto, as amended by the most recent post-effective
amendment at the time of its effectiveness, is referred to in this Agreement as
the "REGISTRATION STATEMENT", the form of base prospectus included in the
Registration Statement as most recently filed with the SEC is referred to as the
"BASE PROSPECTUS" and the form of the prospectus which includes the Base
Prospectus and a prospectus supplement describing the Class A-1 Notes and the
offering thereof (the "FINAL PROSPECTUS SUPPLEMENT") which prospectus is first
filed on or after the date of this Agreement in accordance with Rule 424(b) is
referred to in this Agreement as the "FINAL PROSPECTUS". The preliminary form of
the Prospectus Supplement dated August 31, 2006 (the "INITIAL PRELIMINARY
PROSPECTUS SUPPLEMENT") as supplemented by the preliminary supplement dated
September 13, 2006 (the "SUPPLEMENTED PRELIMINARY PROSPECTUS SUPPLEMENT") is
referred to as the "PRELIMINARY PROSPECTUS SUPPLEMENT" and, together with the
Base Prospectus, the "PRELIMINARY PROSPECTUS." The United States Securities
Exchange Act of 1934, as amended, is herein referred to as the "EXCHANGE ACT".

      When used in this Agreement, "BASIC DOCUMENTS" shall mean each of the
Master Trust Deed, the Supplementary Terms Notice, the Servicing Agreement, the
Class A-1 Notes, the Security Trust Deed, the Note Trust Deed, the
Fixed-Floating Rate Swap, the Currency Swap, the Basis Swap and the Agency
Agreement. To the extent not defined herein, capitalized terms used herein have
the meanings assigned to such terms in the Final Prospectus. "EFFECTIVE DATE"
shall mean the earlier of the date on which the Final Prospectus is first used
and the time of the first Contract of Sale to which such Final Prospectus
relates. "RULE 424" refers to such rule under the Securities Act. "CONTRACT OF
SALE" has the same meaning as in Rule 159 of the Securities Act and all
Commission guidance relating thereto. "FREE WRITING PROSPECTUS" shall have the
meaning given such term in Rules 405 and 433 of the Securities Act.

      In this Agreement, a reference to the Issuer Trustee is a reference to the
Issuer Trustee in its capacity as trustee of the Trust only, and in no other
capacity. Any reference to the assets, business, property or undertaking of the
Issuer Trustee is a reference to the Issuer Trustee in that capacity only.


                                        2



      In this Agreement, a reference to any representation, warranty, covenant
undertaking or indemnity by St.George or the Trust Manager shall be construed
such that a clear distinction exists between St.George and the Trust Manager in
respect of any obligations in accordance with Australian Prudential Regulatory
Authority AGN 120.1.

      Each St.George Party and the Issuer Trustee hereby agree with the several
Underwriters named on Schedule A as follows:

2.    Representations and Warranties of the Issuer Trustee and the St.George
Parties.

I.    The Issuer Trustee represents and warrants to each Underwriter that:

                  (a)   Since the respective dates as of which the information
                  contained in the Preliminary Prospectus and the Final
                  Prospectus under the heading "The Issuer Trustee, St.George
                  Bank and the Manager" was provided, there has been no material
                  adverse change or any development involving a prospective
                  material adverse change in the condition (financial or
                  otherwise) of the Issuer Trustee, except as disclosed in the
                  Preliminary Prospectus and the Final Prospectus, which would
                  affect that information which is material in the context of
                  the Issuer Trustee performing its obligations and duties under
                  the Class A-1 Notes and each Basic Document to which it is or
                  is to be a party.

                  (b)   The Issuer Trustee is a corporation duly incorporated
                  and existing under the laws of Australia; it is lawfully
                  qualified and holds all Authorisations (as defined in the
                  Master Trust Deed) necessary for it to carry on its business
                  as described in the Preliminary Prospectus and the Final
                  Prospectus, for it to issue the Class A-1 Notes, for it to act
                  as required by each Basic Document to which it is or is to be
                  a party and, by law, for it to comply with any requirements
                  which affect the operations or business of the Trust or the
                  Issuer Trustee's obligations under the Basic Documents to
                  which it is a party and no other thing is required to be done
                  by the Issuer Trustee (including without limitation the making
                  of any filing or registration) in order to issue the Class A-1
                  Notes or to execute and act as required by each Basic Document
                  to which it is to be a party.

                  (c)   This Agreement has been duly authorized, executed and
                  delivered by the Issuer Trustee.

                  (d)   The Class A-1 Notes have been duly authorized, and, when
                  issued, delivered and paid for pursuant to this Agreement,
                  will have been duly executed, issued and delivered and will
                  constitute valid and binding obligations of the Issuer
                  Trustee, entitled to the benefits provided by the Note Trust
                  Deed and the Security Trust Deed, subject as to enforceability
                  to applicable bankruptcy, insolvency, reorganization,
                  conservatorship, receivership, liquidation or other similar
                  laws affecting the enforcement


                                        3



                  of creditors' rights generally and to general equitable
                  principles. Each of the Basic Documents to which the Issuer
                  Trustee is a party has been duly authorized by the Issuer
                  Trustee, and, when executed and delivered by the Issuer
                  Trustee and each of the other parties thereto, will constitute
                  a legal, valid and binding obligation of the Issuer Trustee,
                  enforceable against the Issuer Trustee in accordance with its
                  terms, subject as to enforceability to applicable bankruptcy,
                  insolvency, reorganization, conservatorship, receivership,
                  liquidation or other similar laws affecting the enforcement of
                  creditors' rights generally and to general equitable
                  principles.

                  (e)   The Issuer Trustee is not, nor with the giving of notice
                  or lapse of time or both would be, in violation of or in
                  default under, (i) its Constitution or (ii) any indenture,
                  mortgage, deed of trust, loan agreement or other agreement or
                  instrument to which the Issuer Trustee is a party or by which
                  it or any of its properties is bound, except in the case of
                  (ii) for violations and defaults which individually and in the
                  aggregate would not have a material adverse effect on the
                  transactions contemplated herein or in the Basic Documents;
                  the issue and sale of the Class A-1 Notes and the performance
                  by the Issuer Trustee of all of the provisions of its
                  obligations under the Class A-1 Notes, the Basic Documents and
                  this Agreement and the consummation of the transactions herein
                  and therein contemplated will not conflict with or result in a
                  breach of any of the terms or provisions of, or constitute a
                  default under, any agreement or instrument to which the Issuer
                  Trustee is a party or by which the Issuer Trustee is bound or
                  to which any of the property or assets of the Trust is
                  subject, nor will any such action result in any violation of
                  the provisions of the Constitution of the Issuer Trustee or
                  any applicable law or statute or any order, rule or regulation
                  of any court or governmental agency or body having
                  jurisdiction over the Issuer Trustee, or any of its
                  properties; and, to the knowledge of the Issuer Trustee and
                  assuming for this purpose that the representations and
                  warranties contained in Section 2.II.(h) hereof are true and
                  correct, no consent, approval, authorization, order, license,
                  registration or qualification of or with any such court or
                  governmental agency or body is required for the issue and sale
                  of the Class A-1 Notes or the consummation by the Issuer
                  Trustee of the transactions contemplated by this Agreement or
                  the Basic Documents, except such consents, approvals,
                  authorizations, orders, licenses, registrations or
                  qualifications as may have been made and as may be required
                  under state securities or "Blue Sky" laws in connection with
                  the purchase and distribution of the Class A-1 Notes by the
                  Underwriters.

                  (f)   Other than as set forth or contemplated in the
                  Preliminary Prospectus and the Final Prospectus, there are no
                  legal or governmental investigations, actions, suits or
                  proceedings pending or, to the knowledge of the Issuer
                  Trustee, threatened against or affecting the Issuer Trustee or


                                        4



                  the Trust, or to which the Issuer Trustee is or may be a party
                  or to which the Issuer Trustee or any property of the Trust is
                  or may be the subject, which will have an impact on the
                  transactions contemplated by this Agreement.

                  (g)   The representations and warranties of the Issuer Trustee
                  contained in the Basic Documents are true and correct in all
                  material respects.

                  (h)   To the Issuer Trustee's knowledge, no event has occurred
                  which would entitle the Trust Manager to direct the Issuer
                  Trustee to retire as trustee of the Trust under clause 20 of
                  the Master Trust Deed.

                  (i)   The Issuer Trustee has not taken any corporate action
                  nor (to the best of its knowledge and belief) have any other
                  steps been taken or legal proceedings been started or
                  threatened against the Issuer Trustee for its winding-up,
                  dissolution or reorganization or for the appointment of a
                  receiver, receiver and manager, administrator, provisional
                  liquidator or similar officer of it or of any or all of its
                  assets.

                  (j)   Subject to compliance with Section 128F of the Income
                  Tax Assessment Act (1936) (the "TAX ACT") and compliance by
                  the Underwriters with Section 10(b) and 10(c) hereto, no stamp
                  or other duty is assessable or payable in, and no withholding
                  or deduction for any taxes, duties, assessments or
                  governmental charges of whatever nature is imposed or made for
                  or on account of any income, registration, transfer or
                  turnover taxes, customs or other duties or taxes of any kind,
                  levied, collected, withheld or assessed by or within, the
                  Commonwealth of Australia or any sub-division of or authority
                  therein or thereof having power to tax in such jurisdiction,
                  in connection with the authorization, execution or delivery of
                  the agreements to which the Issuer Trustee is to be a party or
                  with the authorization, execution, issue, sale or delivery of
                  the Class A-1 Notes and the performance of the Issuer
                  Trustee's obligations under the Basic Documents, other than,
                  in the case of stamp duty, following a Title Perfection Event
                  (as defined in the Master Trust Deed), to which it is to be a
                  party and payments under the Class A-1 Notes.

                  (k)   The Class A-1 Notes and the obligations of the Issuer
                  Trustee under the Note Trust Deed will be secured (pursuant to
                  the Security Trust Deed) by a first floating charge over the
                  assets of the Trust, subject to the terms of the Security
                  Trust Deed.

                  (l)   No event has occurred or circumstances arisen which, had
                  the Class A-1 Notes already been issued, would (whether or not
                  with the giving of notice and/or the passage of time and/or
                  the fulfillment of any other requirement) constitute an Issuer
                  Trustee's Default (as defined in the Final Prospectus).


                                        5



II.   Each St.George Party, as to itself only, represents and warrants to each
Underwriter and the Issuer Trustee that:

            (a)   The Trust Manager filed the Registration Statement with the
            Commission pursuant to the Securities Act. The Trust Manager filed
            the Preliminary Prospectus pursuant to Rule 424(b) under the
            Securities Act. The Trust Manager will file the Final Prospectus
            with the Commission pursuant to Rule 424(b) under Securities Act.

            (b)   The Registration Statement has been declared effective under
            the Securities Act by the Commission. No stop order suspending the
            effectiveness of the Registration Statement has been issued and no
            proceeding for that purpose has been instituted or, to the knowledge
            of the Trust Manager, threatened by the Commission. The Registration
            Statement and Final Prospectus (as amended or supplemented if the
            Trust Manager shall have furnished any amendments or supplements
            thereto) comply, or will comply, as the case may be, in all material
            respects with the Securities Act and the Trust Indenture Act of
            1939, as amended, and the rules and regulations of the Commission
            thereunder (collectively, the "TRUST INDENTURE ACT") and do not and
            will not, as of the applicable Effective Date of the Registration
            Statement and any amendment thereto and as of the date of the Final
            Prospectus and any amendment or supplement thereto, contain any
            untrue statement of a material fact or omit to state any material
            fact required to be stated therein or necessary to make the
            statements therein not misleading, and the Final Prospectus, as
            amended or supplemented, if applicable, at the Closing Date will not
            contain any untrue statement of a material fact or omit to state a
            material fact necessary to make the statements therein, in the light
            of the circumstances under which they were made, not misleading;
            except that the foregoing representations and warranties shall not
            apply to (i) that part of the Registration Statement which
            constitutes the Statement of Eligibility and Qualification (Form
            T-1) of the Note Trustee under the Trust Indenture Act and (ii)
            statements in or omissions from the Registration Statement or the
            Final Prospectus based upon written information furnished to the
            Trust Manager by any Underwriter through the Representative
            specifically for use therein, it being understood and agreed that
            the only such information is that described as such in Section 7(b).

            (c)   Except as described in the Preliminary Prospectus and the
            Final Prospectus, since the respective dates as of which information
            is given in Preliminary Prospectus and the Final Prospectus, there
            has been no material adverse change, nor any development involving a
            prospective material adverse change, in the condition (financial or
            other), business, properties, stockholders' equity or results of
            operations of such St.George Party taken as a whole.

            (d)   Such St.George Party is a corporation duly incorporated and
            validly existing under the Corporations Act of the Commonwealth of
            Australia as in effect at the date of this agreement; such St.George
            Party has the power and authority (corporate and other) to own its
            properties and conduct its business as described in the Preliminary
            Prospectus and the Final Prospectus and to enter into and


                                        6



            perform its obligations under this Agreement and the Basic Documents
            to which it is a party and carry out the transactions contemplated
            by such Basic Documents; such St.George Party has been duly
            qualified or licensed for the transaction of business and is in good
            standing under the laws of each other jurisdiction in which it owns
            or leases properties, or conducts any business, so as to require
            such qualification or licensing, other than where the failure to be
            so qualified or licensed or in good standing would not have a
            material adverse effect on the transactions contemplated herein or
            in the Basic Documents.

            (e)   This Agreement has been duly authorized, executed and
            delivered by such St.George Party.

            (f)   The Basic Documents to which such St.George Party is a party
            have been duly authorized by such St.George Party, the Note Trust
            Deed will be timely and duly qualified under the Trust Indenture Act
            (upon filing with the Commission) and, when executed and delivered
            by the St.George Party which is a party thereto and each of the
            other parties thereto, each of the Basic Documents to which such
            St.George Party is a party will constitute a legal, valid and
            binding obligation of such St.George Party, enforceable against such
            St.George Party in accordance with its terms, subject as to
            enforceability to applicable bankruptcy, insolvency, reorganization,
            conservatorship, receivership, liquidation or other similar laws
            affecting the enforcement of creditors' rights generally and to
            general equitable principles; and the Class A-1 Notes and the Basic
            Documents each will conform to the descriptions thereof in the
            Preliminary Prospectus and the Final Prospectus.

            (g)   Such St.George Party is not, and with the giving of notice, or
            lapse of time or both would not be, in violation of or in default
            under, (i) its Constitution or (ii) any indenture, mortgage, deed of
            trust, loan agreement or other agreement or instrument to which it
            is a party or by which it or any of its properties is bound, except
            in the case of (ii) for violations and defaults which individually
            and in the aggregate would not have a material adverse effect on the
            transactions contemplated herein or in the Basic Documents; the
            issue and sale of the Class A-1 Notes and the performance by such
            St.George Party of all of the provisions of its obligations under
            the Class A-1 Notes, the Basic Documents and this Agreement and the
            consummation of the transactions herein and therein contemplated
            will not conflict with or result in a breach of any of the terms or
            provisions of, or constitute a default under, any indenture,
            mortgage, deed of trust, loan agreement or other agreement or
            instrument to which such St.George Party is a party or by which such
            St.George Party is bound or to which any of the property or assets
            of such St.George Party is subject, nor will any such action result
            in any violation of the provisions of the Constitution of such
            St.George Party or any applicable law or statute or any order, rule
            or regulation of any court or governmental agency or body having
            jurisdiction over such St.George Party, or any of its properties;
            and no consent, approval, authorization, order, license,
            registration or qualification of or with any such court or
            governmental agency or body is required for the issue and sale of
            the Class A-1 Notes or the consummation by such St.George Party of
            the transactions contemplated by this


                                        7



            Agreement or the Basic Documents, except such consents, approvals,
            authorizations, orders, licenses, registrations or qualifications as
            have been obtained under the Securities Act, the Trust Indenture
            Act, and as may be required under state securities or "Blue Sky"
            laws in connection with the purchase and distribution of the Class
            A-1 Notes by the Underwriters.

            (h)   Other than as set forth or contemplated in the Preliminary
            Prospectus and the Final Prospectus, there are no legal or
            governmental investigations, actions, suits or proceedings pending
            or, to the knowledge of such St.George Party, threatened against or
            affecting such St.George Party or its properties, to which such
            St.George Party is or may be a party or to which such St.George
            Party or any property of such St.George Party is or may be the
            subject, in each case, which will have an impact on the transactions
            contemplated by this Agreement; and there are no statutes,
            regulations, contracts or other documents that are required to be
            filed as an exhibit to the Registration Statement or required to be
            described in the Registration Statement or the Final Prospectus
            which are not filed or described as required.

            (i)   The representations and warranties of such St.George Party
            contained in the Basic Documents are true and correct in all
            material respects.

            (j)   KPMG LLP are independent public accountants with respect to
            such St.George Party within the meaning of the standards established
            by the American Institute of Certified Public Accountants.

            (k)   Such St.George Party owns, possesses or has obtained all
            Authorisations (as defined in the Master Trust Deed), licenses,
            permits, certificates, consents, orders, approvals and other
            authorizations from, and has made all declarations and filings with,
            all federal, state, local and other governmental authorities
            (including foreign regulatory agencies), all self-regulatory
            organizations and all courts and other tribunals, domestic or
            foreign, necessary to perform its obligations under this Agreement
            and the Basic Documents, and such St.George Party has not received
            any actual notice of any proceeding relating to revocation or
            modification of any such Authorisation, license, permit,
            certificate, consent, order, approval or other authorization; and
            such St.George Party is in compliance with all laws and regulations
            necessary for the performance of its obligations under this
            Agreement and the Basic Documents.

            (l)   To the knowledge of such St.George Party, no event has
            occurred which would entitle such St.George Party to direct the
            Issuer Trustee to retire as trustee of the Trust under clause 20 of
            the Master Trust Deed.

            (m)   Such St.George Party has not taken any corporate action nor
            (to the best of its knowledge and belief) have any other steps been
            taken or legal proceedings been started or threatened against such
            St.George Party for its winding-up, dissolution or reorganization or
            for the appointment of a receiver, receiver and


                                        8



            manager, administrator, provisional liquidator or similar officer of
            it or of any or all of its assets.

            (n)   Subject to compliance with Section 128F of the Tax Act and
            compliance by the Underwriters with Section 10(b) and 10(c) hereto,
            no stamp or other duty is assessable or payable in, and no
            withholding or deduction for any taxes, duties, assessments or
            governmental charges of whatever nature is imposed or made for or on
            account of any income, registration, transfer or turnover taxes,
            customs or other duties or taxes of any kind, levied, collected,
            withheld or assessed by or within, the Commonwealth of Australia or
            any sub-division of or authority therein or thereof having power to
            tax in such jurisdiction, in connection with the authorization,
            execution or delivery of the agreements to which it is to be a party
            or with the authorization, execution, issue, sale or delivery of the
            Class A-1 Notes and the performance of such St.George Party's
            obligations under the agreements to which it is to be a party and
            the Class A-1 Notes.

            (o)   No event has occurred or circumstances arisen which, had the
            Class A-1 Notes already been issued, would (whether or not with the
            giving of notice and/or the passage of time and/or the fulfillment
            of any other requirement) constitute a Manager's Default (as defined
            in the Final Prospectus).

            (p)   Since August 23, 2006, there has been no material adverse
            change or any development involving a prospective material adverse
            change in the condition (financial or otherwise) of such St.George
            Party; and

            (q)   As of the Closing Date, St.George will have transferred to the
            Issuer Trustee a valid equitable assignment of each related Housing
            Loan offered for sale by it to the Issuer Trustee.

            (r)   Neither the Trust nor any St.George Party is an open-end
            investment company, unit investment trust or face-amount certificate
            company that is or is required to be registered under Section 3 of
            the United States Investment Company Act of 1940, as amended (the
            "INVESTMENT COMPANY ACT"); and neither of the Trust nor any
            St.George Party is and, after giving effect to the offering and sale
            of the Class A-1 Notes and the application of the proceeds thereof
            as described in the Preliminary Prospectus and the Final Prospectus,
            will not be an "INVESTMENT COMPANY" as defined in the Investment
            Company Act.

3.    Purchase, Sale and Delivery of Class A-1 Notes. On the basis of the
representations, warranties and agreements contained herein, but subject to the
terms and conditions herein set forth, the Issuer Trustee, at the direction of
the Trust Manager, agrees to sell the Class A-1 Notes to the Underwriters, and
each Underwriter agrees, severally, and not jointly, to purchase from the Issuer
Trustee at a purchase price of 100% of the principal amount of the Class A-1
Notes (which amount may be made net of the commissions payable to the
Underwriters or such commissions may be paid to the Underwriters as a separate
payment, as the Representative and the St.George Parties shall agree) the
respective principal amount of the Class A-1 Notes set forth opposite the name
of such Underwriter in Schedule A hereto. In


                                        9



addition, the Underwriters shall severally, and not jointly, be responsible for
certain out-of-pocket expenses incurred by the St.George Parties in connection
with the offering of the Class A-1 Notes, as shall be agreed to separately by
the Underwriters and the St.George Parties (and such expenses may include a
portion of the related attorneys fees incurred by the St.George Parties).
Furthermore, if any Class A-1 Notes are offered and sold by an Underwriter
pursuant to Section 10(j) hereof, compliance with Section 10(j) shall, in all
cases, be at such Underwriter's sole expense.

      The Issuer Trustee will deliver against payment of the purchase price the
Class A-1 Notes in the form of one or more fully registered, global book-entry
notes (the "GLOBAL NOTES") deposited with the Note Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent Global Notes will be held only in
book-entry form through DTC, except in the limited circumstances described in
the Preliminary Prospectus and the Final Prospectus. Payment for the Class A-1
Notes shall be made by the Underwriters in Federal (same day) funds by official
bank check or checks or wire transfer to an account at a bank acceptable to the
Representative drawn to the order of Credit Suisse (USA), Inc. (the "CURRENCY
SWAP PROVIDER") at the office of Mayer, Brown, Rowe & Maw LLP, 1675 Broadway,
New York, New York 10019 not later than 10:00 A.M., New York City time, on
September 21, 2006, or at such other time not later than seven full business
days thereafter as the Representative and the Trust Manager determine, such time
being herein referred to as the "CLOSING DATE," against delivery to the Note
Trustee as custodian for DTC of the Global Notes representing all of the Class
A-1 Notes. The Global Notes will be made available for checking at the above
office at least 24 hours prior to the Closing Date.

4.    Offering by Underwriters. The Trust Manager and the Issuer Trustee
understand that the several Underwriters propose to offer the Class A-1 Notes
for sale to the public as set forth in the Preliminary Prospectus and the Final
Prospectus.

5.    Certain Agreements of the St.George Parties, the Issuer Trustee and the
Underwriters.

I.    Each St.George Party, in respect of itself only, covenants and agrees with
each of the several Underwriters as follows:

      (a)   The Trust Manager shall file the Final Prospectus, properly
      completed, with the Commission pursuant to and in accordance with
      subparagraph (5) of Rule 424(b) of the Securities Act no later than the
      second business day following the date it is first used. The Trust Manager
      will advise the Representative promptly of any such filing pursuant to
      Rule 424(b).

      (b)   The Trust Manager will advise the Representative promptly of any
      proposal to amend or supplement the Registration Statement as filed, the
      Preliminary Prospectus or the Final Prospectus, and subject to Section
      5.I.(c) hereof, will not effect such amendment or supplementation without
      the Representative's consent (which will not be unreasonably withheld);
      and the Trust Manager will also advise the Representative promptly of the
      institution by the Commission of any stop order proceedings in respect of
      the Registration


                                       10



      Statement and will use its best efforts to prevent the issuance of any
      such stop order and to obtain as soon as possible its lifting, if issued.

      (c)   If, at any time when a prospectus relating to the Class A-1 Notes is
      required to be delivered under the Securities Act in connection with sales
      by any Underwriter or dealer, the Trust Manager becomes aware of the
      occurrence of any event as a result of which the Final Prospectus as then
      amended or supplemented would include an untrue statement of a material
      fact or omit to state any material fact necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading, or if it is necessary at any time to amend the Final
      Prospectus to comply with the Securities Act, the Trust Manager will
      promptly notify the Representative of such event and will promptly prepare
      and file with the Commission, at its own expense, an amendment or
      supplement which will correct such statement or omission or an amendment
      which will effect such compliance. Neither the Representative's consent
      to, nor the Underwriters' delivery of, any such amendment or supplement
      shall constitute a waiver of any of the conditions set forth in Section 6.

      (d)   The Trust Manager will furnish to the Representative copies of the
      Registration Statement and each amendment (which will include all
      exhibits), the Preliminary Prospectus, and, so long as a prospectus
      relating to the Class A-1 Notes is required to be delivered under the
      Securities Act in connection with sales by any Underwriter or dealer, the
      Final Prospectus and all amendments and supplements to such documents, in
      each case in such reasonable quantities as the Representative requests;
      provided, however, that if the Final Prospectus is not delivered with the
      confirmation in accordance with Rule 172 under the Securities Act, the
      Underwriters will provide the notice specified in Section 5.III.(b) in
      every confirmation and will deliver a paper copy of the Final Prospectus
      to those investors that request a paper copy thereof. The Final Prospectus
      and any amendments or supplements thereto, shall be so furnished on or
      prior to 3:00 P.M., New York time, on or prior to, the later to occur of
      the second business day following the execution and delivery of this
      Agreement or the date such Final Prospectus is first used, but in no event
      later than the day before the Closing Date. All other documents shall be
      so furnished as soon as available. The Trust Manager will pay the expenses
      of printing and distributing to the Underwriters all such documents.

      (e)   The Trust Manager will endeavor to qualify the Class A-1 Notes for
      offer and sale and under the securities and Blue Sky laws of such
      jurisdictions as the Representative designates and will continue such
      qualification in effect so long as is reasonably required for the
      distribution; provided the Trust Manager shall not be required to file a
      general consent to service of process in any jurisdiction.

      (f)   So long as the Class A-1 Notes are outstanding, the Trust Manager
      will furnish to the Representative (i) copies of each certificate, the
      annual statements of compliance and the annual independent certified
      public accountant's audit report on the financial statements furnished to
      the Issuer Trustee or the Note Trustee pursuant to the Basic Documents by
      first class mail as soon as practicable after such statements and reports
      are furnished to the Issuer Trustee or the Note Trustee, (ii) copies of
      each amendment to any of the Basic Documents, (iii) on each Determination
      Date or as soon thereafter as practicable, the Bond


                                       11



      Factor as of the related Record Date shall be available to the
      Representative on Bloomberg and Reuters, (iv) copies of all reports or
      other communications (financial or other) furnished to holders of the
      Class A-1 Notes, and copies of any reports and financial statements
      furnished to or filed with any governmental or regulatory authority or any
      national securities exchange, and (v) from time to time such other
      information concerning the Trust or the Trust Manager as the
      Representative may reasonably request.

      (g)   To the extent, if any, that the ratings provided with respect to the
      Class A-1 Notes by the Rating Agencies are conditional upon the furnishing
      of documents or the taking of any other action by the Trust Manager, the
      Trust Manager shall use its best efforts to furnish such documents and
      take any other such action.

      (h)   The Trust Manager will assist the Representative in making
      arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning
      the issue of the Class A-1 Notes and related matters.

      (i)   The Trust Manager will not take, or cause to be taken, any action
      and will not knowingly permit any action to be taken which it knows or has
      reason to believe would result in the Class A-1 Notes not being assigned
      the ratings referred to in Section 6(m) below.

      (j)   St.George will pay all expenses incident to the performance of the
      St.George Parties' obligations under this Agreement, for any filing fees
      and other expenses (including fees and disbursements of Underwriters'
      counsel and issuers' counsel) incurred in connection with qualification of
      the Class A-1 Notes for sale under the laws of such jurisdictions as the
      Representative designates and the printing of memoranda relating thereto,
      for any fees charged by the independent accountants, for any fees charged
      by the rating agencies for the rating of the Class A-1 Notes, for any
      travel expenses of any of the St.George Parties' officers and employees
      and any other expenses of either St.George Party in connection with
      attending or hosting meetings with prospective purchasers of the Class A-1
      Notes and for expenses incurred in distributing the Preliminary Prospectus
      and the Final Prospectus (including any amendments and supplements
      thereto) to the Underwriters.

      (k)   St.George Bank will indemnify and hold harmless the Underwriters
      against any documentary, stamp or similar issue tax, including any
      interest and penalties, on the creation, issue and sale of the Class A-1
      Notes and on the execution and delivery of this Agreement. All payments to
      be made by the Issuer Trustee and the St.George Parties hereunder shall be
      made without withholding or deduction for or on account of any present or
      future taxes, duties or governmental charges whatsoever unless the Trust
      Manager is compelled by law to deduct or withhold such taxes, duties or
      charges. In that event, the Trust Manager shall pay such additional
      amounts as may be necessary in order that the net amounts received after
      such withholding or deduction shall equal the amounts that would have been
      received if no withholding or deduction had been made.

      (l)   The St.George Party will not offer, sell, contract to sell, pledge
      or otherwise dispose of, directly or indirectly, or file with the
      Commission a registration statement under the Securities Act relating to
      asset-backed securities, or publicly disclose the intention to make


                                       12



      any such offer, sale, pledge, disposition or filing, without the prior
      written consent of the Representative for a period beginning at the date
      of this Agreement and ending at the later of the Closing Date or the
      lifting of trading restrictions by the Representative.

      (m)   The Trust Manager will file the information substantially similar to
      the information set forth on Schedule B (the "REVISED INFORMATION"), not
      later than the date of first use thereof, provided however, that prior to
      the filing of the Revised Information by the Trust Manager, the
      Underwriters must comply with their obligations pursuant to Section
      5.III.(c); provided, however, that the Trust Manager shall not be
      obligated to file the Revised Information if such Revised Information has
      been determined to contain any material error or omission unless the
      Revised Information has been provided to a Potential Investor (as defined
      herein), in which case, the Trust Manager shall file the corrective
      information provided by the Underwriter pursuant to Section 5.III.(d) not
      later than the date of first use thereof.

      (n)   So long as the Class A-1 Notes are outstanding, the Trust Manager
      will not be or become (nor permit the Trust to be or become), an open-end
      investment company, unit investment trust or face-amount certificate
      company that is or is required to be registered under Section 8 of the
      Investment Company Act.

II.   The Issuer Trustee covenants and agrees with each of the several
Underwriters as follows:

      (a)   The Issuer Trustee will use the net proceeds received by the Issuer
      Trustee from the sale of the Class A-1 Notes pursuant to this Agreement in
      the manner specified in the Preliminary Prospectus and the Final
      Prospectus under the caption "Use of Proceeds".

      (b)   The Issuer Trustee will pay any stamp duty or other issue,
      transaction, value added or similar tax, fee or duty (including court
      fees) in relation to the execution of, or any transaction carried out
      pursuant to, the Basic Documents or in connection with the issue and
      distribution of the Class A-1 Notes or the enforcement or delivery of this
      Agreement.

      (c)   The Issuer Trustee will use all reasonable efforts to procure
      satisfaction on or before the Closing Date of the conditions referred to
      in Section 6 below and, in particular (i) the Issuer Trustee shall execute
      those of the Basic Documents required to be executed by the Issuer Trustee
      not executed on the date hereof on or before the Closing Date, and (ii)
      the Issuer Trustee will assist the Representative to make arrangements
      with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of
      the Class A-1 Notes and related matters.

      (d)   The Issuer Trustee will procure or cause to be procured that the
      charges created by or contained in the Security Trust Deed are registered
      within all applicable time limits in all appropriate registers.

      (e)   The Issuer Trustee will perform all its obligations under, and
      subject to, each of the Basic Documents to which it is a party which are
      required to be performed prior to or simultaneously with closing on the
      Closing Date.


                                       13



      (f)   The Issuer Trustee will not take, or cause to be taken, any action
      and will not knowingly permit any action to be taken which it knows or has
      reason to believe would result in the Class A-1 Notes not being assigned
      the ratings referred to in Section 6(m) below.

      (g)   The Issuer Trustee will not prior to or on the Closing Date amend
      the terms of any Basic Document to which it is a party nor execute any of
      the Basic Documents to which it is a party other than in the agreed form
      without the consent of the Representative.

III.  Each of the several Underwriters, for itself only, represents, warrants
and agrees with the St.George Parties and the Issuer Trustee as follows:

      (a)   Other than the Initial Preliminary Prospectus (as defined herein),
      the Preliminary Prospectus, the Final Prospectus, the Revised Information
      and the information set forth on Schedule C (the "INITIAL INFORMATION"),
      such Underwriter has not conveyed and will not convey, without the Trust
      Manager's prior written approval, to any potential investor in the Class
      A-1 Notes (each a "POTENTIAL INVESTOR") any other written material of any
      kind relating to the Class A-1 Notes that would constitute a "prospectus"
      or a "free writing prospectus," each as defined in the Securities Act and
      Rule 405 thereunder, as applicable, including, but not limited to the
      materials constituting a "road show" presentation to Potential Investors
      (other than use or transmission of such written or electronic materials as
      part of a live or electronic road show in which representatives from the
      Trust Manager participated) and any "ABS informational and computational
      materials" within the meaning of Item 1101(a) of Regulation AB promulgated
      by the Commission under the Securities Act and the Exchange Act; provided,
      however, that, in addition to the foregoing, such Underwriter may convey
      to one or more of its Potential Investors information permitted by Rule
      134 under the Securities Act.

      (b)   Prior to the Closing Date each Underwriter shall notify the Trust
      Manager or St.George of the earlier of (x) the date on which the Final
      Prospectus is first used and (y) the time of the first Contract of Sale to
      which such Final Prospectus relates.

      (c)   The Underwriters shall deliver the Initial Information and the
      Revised Information (including any corrected Revised Information to the
      extent described in Section 5.I.(m)) to the Trust Manager and its counsel
      (in such format as reasonably required by the Trust Manager) prior to the
      proposed date of first use thereof (unless such timing requirement is
      waived by the Trust Manager).

      (d)   If the Revised Information has been determined to contain any
      material error or omission and the Revised Information has been provided
      to a Potential Investor, the Underwriters shall cooperate with the Trust
      Manager to prepare corrective information that the Underwriters will
      provide to any such Potential Investor. In the event that an Underwriter
      becomes aware that, as of the date on which an investor entered into a
      Contract of Sale, the Initial Information or the Revised Information
      contained any untrue statement of a material fact or omitted to state a
      material fact necessary in order to make the statements contained therein,
      in light of the circumstances under which they were


                                       14



      made, not misleading, such Underwriter shall notify the Trust Manager
      thereof as soon as practical but in any event within one business day
      after discovery.

      (e)   Each Underwriter represents that it will offer the Class A-1 Notes
      for sale to the public as set forth in the Final Prospectus and that all
      such offers and sales shall be made in compliance with the Securities Act.

      (f)   Each Underwriter covenants with the Trust Manager and the Issuer
      Trustee that after the Final Prospectus is available such Underwriter
      shall not distribute any written information concerning the Class A-1
      Notes to a Potential Investor unless such information is preceded or
      accompanied by the Final Prospectus.

      (g)   (i) If the Final Prospectus is not delivered with the confirmation
      in reliance on Rule 172 under the Securities Act, it will include in every
      confirmation sent out the notice required by Rule 173 under the Securities
      Act informing the investor that the sale was made pursuant to the
      Registration Statement and that the investor may request a copy of the
      Final Prospectus from such Underwriter; (ii) if a paper copy of the Final
      Prospectus is requested by a person who receives a confirmation, such
      Underwriter shall deliver a printed or paper copy of such Prospectus; and
      (iii) if an electronic copy of the Final Prospectus is delivered by such
      Underwriter for any purpose, such copy shall be identical to the copy of
      the Final Prospectus that is provided to such Underwriter by the Trust
      Manager for such purpose.

      (h)   Each of the several Underwriters, for itself only, further agrees
      not to accept any offer to purchase Class A-1 Notes from a Potential
      Investor prior to the delivery of the Initial Preliminary Prospectus and
      the Preliminary Prospectus to such Potential Investor within the time
      limits set forth in Section 10(k).

      (i)   If the Trust Manager or an Underwriter determines or becomes aware
      that any information (including without limitation the Preliminary
      Prospectus) or oral statement (when considered in conjunction with all
      information conveyed at the time of Contract of Sale) contains an untrue
      statement of material fact or omits to state a material fact necessary to
      make the statements, in light of the circumstances under which they were
      made, not misleading at the time that a Contract of Sale was entered into,
      either the Trust Manager or such Underwriter may prepare corrective
      information in a manner reasonably acceptable to both parties (the
      "CORRECTIVE INFORMATION"), and such Underwriter shall deliver such
      Corrective Information to any person with whom a Contract of Sale was
      entered into.

      (j)   Each Underwriter shall covenant not to distribute the Initial
      Information in a manner reasonably designed to lead to its broad
      unrestricted dissemination.

6.    Conditions of the Obligations of the Underwriters. The obligations of the
several Underwriters to purchase and pay for the Class A-1 Notes on the Closing
Date will be subject to the accuracy of the representations and warranties on
the part of the St.George Parties and the Issuer Trustee herein, to the accuracy
of the statements of officers of the St.George Parties and the Issuer Trustee
made pursuant to the provisions hereof, to the performance of the


                                       15



St.George Parties and the Issuer Trustee of their obligations hereunder and to
the following additional conditions precedent:

      (a)   The Registration Statement shall have become effective, or if a
      post-effective amendment is required to be filed under the Securities Act,
      such post-effective amendment shall have become effective, not later than
      5:00 P.M., New York City time, on the date prior to the date hereof or on
      such later date to which you have consented; and no stop order suspending
      the effectiveness of the Registration Statement or any post-effective
      amendment shall be in effect, and no proceedings for such purpose shall be
      pending before or threatened by the Commission. The Preliminary Prospectus
      and the Final Prospectus (including any amendments or supplements thereto)
      shall have been transmitted to the Commission for filing pursuant to Rule
      424(b) within the applicable time period prescribed for such filings by
      the Securities Act and in accordance with Section 5.I.(a) hereof; and
      prior to the Closing Date the Trust Manager shall have provided evidence
      satisfactory to the Representative of such timely filing, and all requests
      for additional information shall have been complied with to the
      satisfaction of the Representative.

      (b)   Subsequent to the execution and delivery of this Agreement, there
      shall not have occurred (i) any change, or any development or event
      involving a prospective change, in the condition (financial or other),
      business, properties or results of operations of any of the St.George
      Parties, the Issuer Trustee or any Swap Party and their respective
      subsidiaries, in each case, taken as one enterprise, which, in the
      judgment of a majority in interest of the Underwriters including the
      Representative, is material and adverse and makes it impractical or
      inadvisable to proceed with completion of the public offering or the sale
      of and payment for the Class A-1 Notes on the terms and in the manner
      contemplated by the Preliminary Prospectus and the Final Prospectus; (ii)
      any downgrading in the rating of any debt securities of any of the Trust
      Manager, St.George, the Issuer Trustee or any Swap Party by any
      "nationally recognized statistical rating organization" (as defined for
      purposes of Rule 436(g) under the Securities Act), or any public
      announcement that any such organization has under surveillance or review
      its rating of the Class A-1 Notes or any debt securities of any of the
      Trust Manager, St.George, the Issuer Trustee or any Swap Party (other than
      an announcement with positive implications of a possible upgrading, and no
      implication of a possible downgrading, of such rating); (iii) any change
      in United States, Australian or international financial, political or
      economic conditions or currency exchange rates or exchange controls as
      would, in the judgment of a majority in interest of the Underwriters,
      including the Representative, be likely to prejudice materially the
      success of the proposed issue, sale or distribution of the Class A-1
      Notes, whether in the primary market or in respect of dealings in the
      secondary market; (iv) any material suspension or material limitation of
      trading in securities generally on the New York Stock Exchange, the London
      Stock Exchange or any other exchange on which the Class A-1 Notes are
      listed, or any setting of minimum prices for trading on such exchange, or
      any suspension of trading of any securities of any of the Trust Manager,
      St.George, the Issuer Trustee or any Swap Party on any exchange or in the
      over-the-counter market; (v) any banking moratorium declared by U.S.
      Federal, New York, London, England or Australian authorities; (vi) any
      material disruption in the settlement or clearance services of DTC,


                                       16



      Euroclear or Clearstream; or (vii) any outbreak or escalation of major
      hostilities or material act of terrorism involving the United States, the
      United Kingdom or Australia, any declaration of war by Congress or any
      other substantial national or international calamity or emergency if, in
      the judgment of a majority in interest of the Underwriters, including the
      Representative, the effect of any such outbreak, escalation, act,
      declaration, calamity or emergency makes it impractical or inadvisable to
      proceed with completion of the public offering or the sale of and payment
      for the Class A-1 Notes.

      (c)   The Representative shall have received a certificate, dated the
      Closing Date, of the managing director, director or any chief general
      manager of each St.George Party and (as to paragraphs (i) and (ii) below
      only) of an authorized officer of the Issuer Trustee in which such
      officers, to the best of their knowledge after reasonable investigation,
      shall state that: (i) the representations and warranties of such entity in
      this Agreement are true and correct; (ii) such entity has complied with
      all agreements and satisfied all conditions on its part to be performed or
      satisfied hereunder at or prior to such Closing Date; and (iii) subsequent
      to the date of the most recent financial statements supplied by the
      St.George Parties to the Underwriters or the Representative on behalf of
      the Underwriters, there has been no material adverse change, nor any
      development or event involving a prospective material adverse change, in
      the condition (financial or other), business, properties or results of
      operations of such entity and its subsidiaries taken as a whole except as
      set forth in or contemplated by the Preliminary Prospectus and the Final
      Prospectus or as described in such certificate.

      (d)   Allens Arthur Robinson, Australian counsel for St.George, the Trust
      Manager and the Servicer, shall have furnished to the Representative their
      written opinion, dated the Closing Date, in form and substance
      satisfactory to the Representative, and such counsel shall have received
      such papers and information as they may reasonably request to enable them
      to pass upon such matters, a copy of which opinion is attached hereto as
      Exhibit A.

      (e)   Allens Arthur Robinson, Australian tax counsel for St.George, the
      Trust Manager and the Servicer, shall have furnished to the Representative
      their written opinion, dated the Closing Date, in form and substance
      satisfactory to the Representative, and such counsel shall have received
      such papers and information as they may reasonably request to enable them
      to pass upon such matters, a copy of which opinion is attached hereto as
      Exhibit B.

      (f)   The Representative shall have received two letters, one dated on or
      about the date hereof and one dated on or about the date of the
      Preliminary Prospectus, of KPMG LLP confirming that they are independent
      public accountants within the standards established by the American
      Institute of Certified Public Accountants and the meaning of the
      Securities Act and stating to the effect that they have compared specified
      dollar amounts (or percentages derived from such dollar amounts) and other
      financial information contained in the Preliminary Prospectus and the
      Final Prospectus, and any amendment or supplement thereto (in each case to
      the extent that such dollar amounts, percentages and other financial
      information are derived from the general accounting records of the
      St.George Parties and their subsidiaries subject to the internal controls
      of such parties' accounting system or are derived directly from such
      records by analysis or computation


                                       17



      or from the collateral tape containing the description of the Housing
      Loans) with the results obtained from inquiries, a reading of such general
      accounting records and collateral tape and other procedures specified in
      such letter and have found such dollar amounts, percentages and other
      financial information to be in agreement with such results, except as
      otherwise specified in such letter.

      (g)   Mayer, Brown, Rowe & Maw LLP, United States counsel for the
      St.George Parties, shall have furnished to the Representative their
      written opinions, dated the Closing Date, in each case in form and
      substance satisfactory to the Representative and their counsel;

      (h)   Mallesons Stephen Jaques, Australian counsel for the Issuer Trustee,
      shall have furnished to the Representative their written opinion, dated
      the Closing Date, in form and substance satisfactory to the
      Representative, and such counsel shall have received such papers and
      information as they may reasonably request to enable them to pass upon
      such matters.

      (i)   Clifford Chance LLP, counsel for the Note Trustee, shall have
      furnished to the Representative their written opinion, dated the Closing
      Date, in form and substance satisfactory to the Representative, and such
      counsel shall have received such papers and information as they may
      reasonably request to enable them to pass upon such matters.

      (j)   Counsel to the Currency Swap Provider shall have furnished to the
      Representative and the St.George Parties their written opinions in form
      and substance satisfactory to the Representative.

      (k)   McKee Nelson LLP, special United States counsel to the
      Representative and the Underwriters, shall have furnished to the
      Representative their written opinion, dated the Closing Date, with respect
      to the Preliminary Prospectus and the Final Prospectus and other related
      matters as the Representative may reasonably request, and such counsel
      shall have received such papers and information as they may reasonably
      request to enable them to pass upon such matters.

      (l)   The Representative shall have received a letter or letters from each
      counsel delivering any written opinion to any Rating Agency in connection
      with the transaction described herein which is not otherwise described in
      this Agreement allowing the Representative to rely on such opinion as if
      it were addressed to the Representative.

      (m)   At the Closing Date, the Class A-1 Notes shall have been rated "AAA"
      by Standard & Poor's Ratings Group, A Division of The McGraw-Hill
      Companies, Inc. ("STANDARD & POORS"), "Aaa" by Moody's Investors Service,
      Inc. ("MOODY'S") and "AAA" by Fitch Australia Pty Ltd ("FITCH" and
      together with Moody's and Standard & Poor's, the "RATING AGENCIES") as
      evidenced by letters from the Rating Agencies.

      (n)   The execution and delivery by all parties thereto of the Basic
      Documents on or prior to the Closing Date.


                                       18



      (o)   Each class of the Other Notes will have been validly issued by the
      Issuer Trustee upon the directions of the Trust Manager and are
      outstanding without any default thereon.

      (p)   On or prior to the Closing Date the St.George Parties and the Issuer
      Trustee shall have furnished to the Representative such further
      certificates and documents as the Representative shall reasonably request.

      (q)   On or prior to the Closing Date, the Currency Swap Provider shall
      have executed a verification certificate in a form reasonably satisfactory
      to the St.George Parties, the Issuer Trustee and the Representative.

      (r)   The applicable dealers shall have purchased the Other Notes pursuant
      to the related dealer agreement, among the Issuer Trustee, each St.George
      Party and the applicable dealers.

7.    Indemnification and Contribution.

      (a)   Each of St.George and the Trust Manager, severally, agrees to
      indemnify and hold harmless each Underwriter and the Issuer Trustee, its
      partners, directors and officers and each person, if any, who controls
      such Underwriter within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act, against any losses, claims, damages or
      liabilities, joint or several, to which such Underwriter or the Issuer
      Trustee may become subject, under the Securities Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon (i) any untrue statement or
      alleged untrue statement of any material fact contained in the
      Registration Statement or arise out of or are based upon the omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein not misleading or (ii)
      any untrue statement or alleged untrue statement of any material fact
      contained in the Preliminary Prospectus or the Final Prospectus or any
      amendment or supplement thereto, or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading
      (other than, with respect to the Preliminary Prospectus, the blanks and
      other items identified in the Preliminary Prospectus as to be completed in
      the Final Prospectus), and will reimburse each Underwriter for any legal
      or other expenses reasonably incurred by such Underwriter or the Issuer
      Trustee in connection with investigating or defending any such loss,
      claim, damage, liability or action as such expenses are incurred;
      provided, however, that neither St.George nor the Trust Manager will be
      liable in any such case to the extent that any such loss, claim, damage or
      liability arises out of or is based upon an untrue statement or alleged
      untrue statement in or omission or alleged omission from any of such
      documents in reliance upon and in conformity with written information
      furnished to St.George or the Trust Manager by (i) any Underwriter through
      the Representative specifically for use therein, it being understood and
      agreed that the only such information furnished by any Underwriter
      consists of the information described as such in subsection (b) below or
      (ii) the Currency Swap Provider, for inclusion in each of the Preliminary
      Prospectus and the Final Prospectus under the heading "Hedging
      Arrangements--The Currency Swaps--Credit


                                       19



      Suisse (USA), Inc.," and provided, further, that with respect to any
      untrue statement or alleged untrue statement in or omission or alleged
      omission from the Preliminary Prospectus (or any amendment or supplement
      thereto) or the Final Prospectus (or any amendment or supplement thereto),
      as applicable, the indemnity agreement contained in this paragraph (a)
      shall not inure to the benefit of any Underwriter, to the extent that the
      Initial Preliminary Prospectus (as defined herein), the Preliminary
      Prospectus, the Final Prospectus or Corrective Information, as applicable,
      was required to be delivered by such Underwriter pursuant to Section 10(k)
      in connection with such purchase and any such loss, claim, damage or
      liability of such Underwriter results from the fact that there was not
      sent or given to such purchaser of Class A-1 Notes a copy of the Initial
      Preliminary Prospectus (as defined herein), the Preliminary Prospectus,
      the Final Prospectus or Corrective Information, as applicable (and any
      amendments or supplements thereto), in accordance with the delivery
      requirements set forth in Section 10(k), if the Trust Manager had
      previously furnished copies thereof to such Underwriter prior to the time
      such Underwriter was required to deliver the Initial Preliminary
      Prospectus (as defined herein), the Preliminary Prospectus, the Final
      Prospectus or Corrective Information, as applicable, (and any amendments
      or supplements thereto), pursuant to Section 10(k).

      (b)   Each Underwriter will severally, and not jointly, indemnify and hold
      harmless St.George, the Issuer Trustee and the Trust Manager, their
      respective partners, their respective directors and their respective
      officers and each person, if any, who controls such company within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange
      Act, against any losses, claims, damages or liabilities to which such
      company may become subject, under the Securities Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon (A) (i) a breach of any of the
      selling restrictions by the applicable Underwriter set forth in Section 10
      or (ii) any information conveyed by an Underwriter to any investor which
      is not permitted pursuant to the provisions of Section 5.III.(a), or (B)
      (i) any untrue statement or alleged untrue statement of any material fact
      contained in the Registration Statement or arise out of or are based upon
      the omission or the alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading or (ii) any untrue statement or alleged untrue statement of
      any material fact contained in the Preliminary Prospectus (or any
      amendments or supplements thereto) or the Final Prospectus (or any
      amendments or supplements thereto), or arise out of or are based upon the
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading, in each
      case, to the extent, but only to the extent, that such untrue statement or
      alleged untrue statement or omission or alleged omission was made in
      reliance upon and in conformity with written information furnished to the
      Trust Manager by such Underwriter through the Representative specifically
      for use therein, and will reimburse any legal or other expenses reasonably
      incurred by St.George, the Issuer Trustee or the Trust Manager in
      connection with investigating or defending any such loss, claim, damage,
      liability or action as such expenses are incurred, it being understood and
      agreed that the only such information furnished by any Underwriter
      consists of the following information in the Preliminary Prospectus and
      the Final Prospectus furnished on behalf of each Underwriter: (x) the


                                       20



      concession and reallowance percentages appearing in the fourth paragraph
      under the heading "Plan of Distribution" and (y) the information contained
      in the eighth and ninth paragraphs under the heading "Plan of
      Distribution" (the "UNDERWRITER INFORMATION"); provided, however, that the
      Underwriters shall not be liable for any losses, claims, damages or
      liabilities arising out of or based upon the Trust Manager's failure to
      perform its obligations under Section 5.I.(b) of this Agreement.

      (c)   Promptly after receipt by an indemnified party under this paragraph
      (c) of notice of the commencement of any action, such indemnified party
      will, if a claim in respect thereof is to be made against the indemnifying
      party under subsection (a) or (b) above, notify the indemnifying party of
      the commencement thereof; but the omission so to notify the indemnifying
      party will not relieve it from any liability which it may have to any
      indemnified party otherwise than under subsection (a) or (b) above. In
      case any such action is brought against any indemnified party and it
      notifies the indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate therein and, to the
      extent that it may wish, jointly with any other indemnifying party
      similarly notified, to assume the defense thereof, with counsel
      satisfactory to such indemnified party (who shall not, except with the
      consent of the indemnified party, be counsel to the indemnifying party),
      and after notice from the indemnifying party to such indemnified party of
      its election so to assume the defense thereof, the indemnifying party will
      not be liable to such indemnified party under this Section for any legal
      or other expenses subsequently incurred by such indemnified party in
      connection with the defense thereof other than reasonable costs of
      investigation. No indemnifying party shall, without the prior written
      consent of the indemnified party, effect any settlement of any pending or
      threatened action in respect of which any indemnified party is or could
      have been a party and indemnity could have been sought hereunder by such
      indemnified party unless such settlement (i) includes an unconditional
      release of such indemnified party from all liability on any claims that
      are the subject matter of such action and (ii) does not include a
      statement as to, or an admission of, fault, culpability or a failure to
      act by or on behalf of an indemnified party.

      (d)   If the indemnification provided for in this Section is unavailable
      or insufficient to hold harmless an indemnified party under subsection (a)
      or (b) above, then each indemnifying party shall contribute to the amount
      paid or payable by such indemnified party as a result of the losses,
      claims, damages or liabilities referred to in subsection (a) or (b) above
      (i) in such proportion as is appropriate to reflect the relative benefits
      received by the St.George Parties and the Issuer Trustee on the one hand
      and the Underwriters on the other from the offering of the Class A-1 Notes
      or (ii) if the allocation provided by clause (i) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only
      the relative benefits referred to in clause (i) above but also the
      relative fault of the St.George Parties and the Issuer Trustee on the one
      hand and the Underwriters on the other in connection with the statements
      or omissions which resulted in such losses, claims, damages or liabilities
      as well as any other relevant equitable considerations. The relative
      benefits received by the St.George Parties and the Issuer Trustee on the
      one hand and the Underwriters on the other shall be deemed to be in the
      same proportion as the total net proceeds from the offering (before
      deducting expenses) received by the St.George Parties and the Issuer
      Trustee bear to the total underwriting


                                       21



      discounts and commissions received by the Underwriters. The relative fault
      shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission or
      alleged omission to state a material fact relates to information supplied
      by the St.George Parties and the Issuer Trustee or the Underwriters and
      the parties' relative intent, knowledge, access to information and
      opportunity to correct or prevent such untrue statement or omission. The
      amount paid by an indemnified party as a result of the losses, claims,
      damages or liabilities referred to in the first sentence of this
      subsection (d) shall be deemed to include any legal or other expenses
      reasonably incurred by such indemnified party in connection with
      investigating or defending any action or claim which is the subject of
      this subsection (d). In addition, nothing in this Section 7 shall require
      any of the St.George Parties or any Underwriter to contribute to the
      amount paid or payable by any St.George Party or any Underwriter, as
      applicable, from any losses, claims, damages or liabilities arising out of
      or based on information contained in or omitted from the information set
      forth in each of the Preliminary Prospectus and the Final Prospectus under
      the heading "Hedging Arrangements--The Currency Swaps--Credit Suisse
      (USA), Inc." Notwithstanding the provisions of this subsection (d), no
      Underwriter shall be required to contribute any amount in excess of the
      amount by which the total price at which the Class A-1 Notes underwritten
      by it and distributed to the public were offered to the public exceeds the
      amount of any damages which such Underwriter has otherwise been required
      to pay by reason of such untrue or alleged untrue statement or omission or
      alleged omission. No person guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation. The Underwriters' obligations in this subsection (d) to
      contribute are several in proportion to their respective underwriting
      obligations and not joint.

      (e)   The obligations of a St.George Party and the Issuer Trustee under
      this Section shall be in addition to any liability which such St.George
      Party and the Issuer Trustee may otherwise have and shall extend, upon the
      same terms and conditions, to each person, if any, who controls any
      Underwriter within the meaning of the Securities Act; and the obligations
      of the Underwriters under this Section shall be in addition to any
      liability which the respective Underwriters may otherwise have and shall
      extend, upon the same terms and conditions, to each director of a
      St.George Party or the Issuer Trustee, to each officer of a St.George
      Party or the Issuer Trustee who has signed the Registration Statement and
      to each person, if any, who controls a St.George Party or the Issuer
      Trustee within the meaning of the Securities Act.

      (f)   To the extent that any payment of damages by St.George or the Trust
      Manager pursuant to subsection 7(a) above is determined to be a payment of
      damages pursuant to paragraph 15 of Guidance Note AGN 120.3- "Purchase and
      Supply of Assets (including Securities issued by SPVs)", being a Guidance
      Note to Prudential Standard APS 120- "Funds Management and Securitisation"
      or any successor thereto such payment shall be subject to the terms
      therein (or the terms of any equivalent provision in any replacement of
      Prudential Standard APS 120).


                                       22



      (g)   The remedies provided in this Section 7, are not exclusive and shall
      not limit any rights or remedies which may otherwise be available to any
      indemnified party at law or in equity.

8.    Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Class A-1 Notes hereunder on the Closing Date and
the aggregate principal amount of Class A-1 Notes that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Class A-1 Notes that the Underwriters are
obligated to purchase on such Closing Date, the Representative may make
arrangements satisfactory to the Trust Manager for the purchase of such Class
A-1 Notes by other persons, including any of the Underwriters, but if no such
arrangements are made by such Closing Date, the non-defaulting Underwriters
shall be obligated severally, and not jointly, in proportion to their respective
commitments hereunder, to purchase the Class A-1 Notes that such defaulting
Underwriters agreed but failed to purchase on such Closing Date. If any
Underwriter or Underwriters so default and the aggregate principal amount of
Class A-1 Notes with respect to which such default or defaults occur exceeds 10%
of the total principal amount of Class A-1 Notes that the Underwriters are
obligated to purchase on such Closing Date and arrangements satisfactory to the
Representative and the Trust Manager for the purchase of such Class A-1 Notes by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Underwriter
or the Trust Manager, except as provided in Section 9. As used in this
Agreement, the term "UNDERWRITER" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

9.    Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
St.George Parties, the Issuer Trustee or their respective officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation, or statement as to
the results thereof, made by or on behalf of any Underwriter, the St.George
Parties, the Issuer Trustee or any of their respective representatives, officers
or directors or any controlling person, and will survive delivery of and payment
for the Class A-1 Notes. If this Agreement is terminated pursuant to Section 8
or if for any reason the purchase of the Class A-1 Notes by the Underwriters is
not consummated, each St.George Party, severally in respect of itself, shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of such St.George Party, the Issuer
Trustee and the Underwriters pursuant to Section 7 shall remain in effect, and
if any Class A-1 Notes have been purchased hereunder the representations and
warranties in Section 2 and all obligations under Section 6 shall also remain in
effect. If the purchase of the Class A-1 Notes by the Underwriters is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), each St.George Party,
severally, will reimburse the Underwriters for all out-of-pocket expenses
(including fees and disbursements of counsel) reasonably incurred by them in
connection with the offering of the Class A-1 Notes.

10.   Selling Restrictions.


                                       23



      (a)   No prospectus supplement, prospectus or other disclosure document in
      relation to any Class A-1 Notes has been lodged with the Australian
      Securities and Investments Commission or the Australian Stock Exchange
      Limited. The Class A-1 Notes may not, in connection with their initial
      distribution, be offered or sold, directly or indirectly, in the
      Commonwealth of Australia, its territories or possessions, or to any
      resident of Australia. Each Underwriter severally, and not jointly,
      represents and agrees that it:

            (1)   has not, directly or indirectly, offered for issue or sale or
            invited applications for the issue of or for offers to purchase nor
            has it sold, the Class A-1 Notes;

            (2)   will not, directly or indirectly, offer for issue or sale or
            invited applications for the issue of or for offers to purchase nor
            will it sell the Class A-1 Notes; and

            (3)   has not distributed and will not distribute any draft,
            preliminary or definitive prospectus, or any advertisement or other
            offering material relating to the Class A-1 Notes,

in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA")
unless:

            (1)   the amount payable for the Class A-1 Notes on acceptance of
            the offer by each offeree or invitee is a minimum amount of
            A$500,000 (or its equivalent in another currency) (disregarding
            amounts, if any, lent by Crusade Management Pty Limited or other
            person offering the Class A-1 Notes or any associate of them, which
            will also include for this purpose the Issuer Trustee) or the offer
            or invitation is otherwise an offer or invitation for which no
            disclosure is required to be made under Part 6D.2 of the
            Corporations Act 2001 (Cth) (the "CORPORATIONS ACT") as then in
            effect and the Corporations Regulations made under the Corporations
            Act as then in effect; and

            (2)   the offer, invitation or distribution complies with all
            applicable laws, regulations and directives in relation to the
            offer, invitation or distribution and does not require any document
            to be lodged with the Australian Securities and Investments
            Commission or the Australian Stock Exchange Limited.

                  (b)   Each Underwriter severally, and not jointly, agrees
                  that, in connection with the primary distribution of the Class
                  A-1 Notes, it will not sell any Class A-1 Notes to any person
                  if, at the time of such sale, the employees of the Underwriter
                  aware of, or involved in, the sale actually knows (but without
                  an obligation on such Underwriter to make any inquiry) or has
                  reasonable grounds to suspect, that as a result of such sale,
                  such Class A-1 Notes or any interest in such Class A-1 Notes
                  were being, or would later be acquired (directly or
                  indirectly) by an Offshore Associate of the Issuer Trustee
                  (other than in the capacity of a dealer, manager or
                  Underwriter in relation to a placement of the Class A-1 Notes
                  or in the capacity of a clearing house, custodian, funds
                  manager or responsible entity of an Australian registered
                  scheme).


                                       24



For purposes of this Section 10 an "OFFSHORE ASSOCIATE" of the Issuer Trustee
means an "associate" within the meaning of Section 128F of the Tax Act
(including for this purpose, any associates of Crusade Management Limited as a
beneficiary of the Trust) that is either:

            (1)   a non resident of Australia that does not acquire the Class
            A-1 Notes in carrying on business at or through a permanent
            establishment in Australia; or

            (2)   a resident of Australia that acquires the Class A-1 Notes in
            carrying on a business at or through a permanent establishment
            outside Australia.

Notwithstanding the foregoing, for purposes of this Section 10, an Underwriter
will be considered to have actual knowledge or reasonable grounds to suspect
that an entity is an Offshore Associate of the Issuer Trustee only if that
entity is identified on the lists that are to be provided to the Representative
by the Issuer Trustee and St.George Bank (collectively, the "LIST").

      (c)   Each Underwriter severally, and not jointly, agrees that it must
      offer the Class A-1 Notes for which it subscribes for sale within 30 days
      of the issue of those Class A-1 Notes. Such offer must only be by the
      Underwriter offering those Class A-1 Notes for sale to at least 10
      persons, each an "Investor", each of whom must be:

            (1)   carrying on a business of providing finance, or investing or
            dealing in securities in the course of operating in the financial
            markets; and

            (2)   not known or reasonably suspected by the Underwriter to be an
            associate within the meaning of Section 128F of the Tax Act of any
            of the others.

                  (d)   Each Underwriter severally, and not jointly, agrees that
                  it will provide the Issuer Trustee (within five Business Days
                  of the offer of such Class A-1 Notes by it) a written
                  statement which sets out the details of the relevant offer.

                  (e)   Each Underwriter severally, and not jointly, agrees to
                  co-operate with reasonable requests from the Issuer Trustee
                  for information for the purposes of assisting the Issuer
                  Trustee to demonstrate that the public offer test under
                  Section 128F of the Tax Act has been satisfied, provided that
                  no Underwriter shall be obliged to disclose:

            (1)   the identity of the purchaser of any Class A-1 Note,

            (2)   any information from which such identity might/would be
            capable of being ascertained,

            (3)   any information the disclosure of which would be contrary to
            or prohibited by any relevant law, regulation or directive, or


                                       25



            (4)   any information or documentation after a period of 4 years
            from the lodgment of the income tax return by the Issuer Trustee for
            the financial year ending 30 September 2006.

      (f)   Each Underwriter severally, and not jointly, agrees that:

            (1)   it has complied with and will comply with all applicable
            provisions of the Financial Services and Markets Act 2000 (the
            "FSMA") with respect to anything done by it in relation to the Class
            A-1 Notes in, from or otherwise involving the United Kingdom; and

            (2)   it has only communicated or caused to be communicated, and
            will only communicate or cause to be communicated, an invitation or
            inducement to engage in investment activity (within the meaning of
            Section 21 of the FSMA) received by it in connection with the issue
            or sale of any Class A-1 Notes in circumstances in which Section
            21(1) of the FSMA does not apply to the Issuer Trustee.

      (g)   Each Underwriter severally, and not jointly, acknowledges that (1)
      the Preliminary Prospectus and the Final Prospectus have not been and will
      not be registered as a prospectus with the Monetary Authority of Singapore
      and (2) the Class A-1 Notes are offered pursuant to exemptions invoked
      under the Securities and Futures Act, Chapter 289 of Singapore (the
      "SECURITIES AND FUTURES ACT"). Accordingly, each Underwriter severally,
      and not jointly, represents and agrees that neither the Preliminary
      Prospectus and the Final Prospectus nor any other document or material in
      connection with the offer or sale, or invitation for subscription or
      purchase of the Class A-1 Notes will be distributed or circulated by it
      nor will the Class A-1 Notes be offered or sold, or be made the subject of
      an invitation for subscription or purchase, whether directly or indirectly
      in Singapore other than pursuant to, and in accordance with the conditions
      of, an exemption invoked under Sub-division (4) of Division 1 of Part XIII
      of or other applicable provision of the Securities and Futures Act and to
      persons to whom any Class A-1 Notes may be offered or sold under any such
      exemptions.

      (h)   Each Underwriter severally, and not jointly, agrees that:

            (1)   it has not offered or sold and will not offer or sell in Hong
            Kong, by means of any document, any Class A-1 Notes other than:

                  (A)   to persons whose ordinary business it is to buy or sell
            shares or debentures (whether as principal or agent) or to
            "professional investors" as defined in the Securities and Futures
            Ordinance (Cap. 571) of Hong Kong and any rules made under that
            Ordinance; or

                  (B)   in other circumstances which do not result in the
            document being a "prospectus" as defined in the Companies Ordinance
            (Cap. 32) of Hong Kong or


                                       26



            which do not constitute an offer to the public within the meaning of
            the Ordinance; and

            (2)   it has not issued or had in its possession for the purposes of
            issue, and will not issue or have in its possession for the purposes
            of issue, whether in Hong Kong or elsewhere, any advertisement,
            invitation or document, relating to the Class A-1 Notes, which is
            directed at, or the contents of which are likely to be accessed or
            read by, the public of Hong Kong (except if permitted to do so under
            the securities laws of Hong Kong) other than with respect to Class
            A-1 Notes which are or are intended to be disposed of only to
            persons outside Hong Kong or only to "professional investors" as
            defined in the Securities and Futures Ordinance (Cap. 571) of Hong
            Kong and any rules made under that ordinance.

      (i)   Each Underwriter severally, and not jointly, agrees that neither the
      Class A-1 Notes nor the Preliminary Prospectus and the Final Prospectus
      have been or will be approved or registered in the administrative
      registries of the Spanish Securities Markets Commission (Comision Nacional
      del Maercado de Valores). Accordingly, the Class A-1 Notes may not and
      will not be sold, offered or distributed in Spain except in circumstances
      which do not constitute a public offer of securities in Spain within the
      meaning artcicle 30-bis of the Spanish Securities Market Law of 28 July
      1988 (Ley 24/1988, de 28 julio, del Mercado de Valores) as amended and
      restated, and supplemental rules enacted thereunder.

      (j)   Each Underwriter severally, and not jointly, acknowledges that no
      action has been or will be taken to permit a public offering of the Class
      A-1 Notes, or possession or distribution of the Preliminary Prospectus and
      the Final Prospectus or any other offering material, in any country or
      jurisdiction where action for that purpose is required. Each Underwriter
      severally, and not jointly, agrees that: the distribution of the
      Preliminary Prospectus and the Final Prospectus and the offering and sale
      of the Class A-1 Notes in certain other foreign jurisdictions may be
      restricted by law. The Class A-1 Notes may not be offered or sold,
      directly or indirectly, and neither the Preliminary Prospectus and the
      Final Prospectus nor any form of application, advertisement or other
      offering material may be issued, distributed or published in any country
      or jurisdiction, unless permitted under all applicable laws and
      regulations. Each Underwriter agrees severally, and not jointly, to comply
      with all applicable securities laws and regulations in each jurisdiction
      in which it purchases, offers, sells or delivers Class A-1 Notes or
      possesses or distributes the Preliminary Prospectus and the Final
      Prospectus or any other offering material.

      (k)   Each Underwriter severally, and not jointly, acknowledges and agrees
      that it shall convey:

                  (1)   the Initial Preliminary Prospectus Supplement together
                  with the Base Prospectus (together, the "INITIAL PRELIMINARY
                  PROSPECTUS") to each person who purchases a Class A-1 Note (or
                  an interest therein) from such Underwriter at least 48 hours
                  prior to the Applicable Time (as defined herein);


                                       27



                  (2)   the Preliminary Prospectus to each person who purchases
                  a Class A-1 Note (or interest therein) from such Underwriter
                  at least three (3) hours prior to the Applicable Time;

                  (3)   the Final Prospectus in accordance with Section
                  5.III.(g) hereof; and

                  (4)   any Corrective Information prepared and delivered in
                  accordance with Section 5.III.(i) so that such Corrective
                  Information will be conveyed for purposes of Rule 159 of the
                  Securities Act.

      As used herein, "APPLICABLE TIME" shall mean 9:59 A.M. Eastern time on
      September 15, 2006 (which such Underwriter has informed the St.George
      Parties is a time prior to the time of the first Contract of Sale of the
      Class A-1 Notes by an Underwriter).

11.   Certain Matters Relating to the Issuer Trustee. The Issuer Trustee enters
into this Agreement only in its capacity as trustee of the Trust and in no other
capacity. A liability arising under or in connection with this Agreement or the
Trust is limited to and can be enforced against the Issuer Trustee only to the
extent to which it can be satisfied out of assets and property of the Trust
which are available to satisfy the right of the Issuer Trustee to be exonerated
or indemnified for such liability. This limitation of the Issuer Trustee's
liability applies despite any other provisions of this Agreement and extends to
all liabilities and obligations of the Issuer Trustee in any way connected with
any representation, warranty, conduct, omission, agreement or Transaction
related to this Agreement or the Trust.

      The parties other than the Issuer Trustee may not sue the Issuer 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 other similar person to the Issuer Trustee or prove in any
liquidation, administration or arrangements of or affecting the Issuer Trustee.

      The provisions of this Section 11 shall not apply to any obligation or
liability of the Issuer Trustee to the extent that it is not satisfied because
under a Basic Document or by operation of law there is a reduction in the extent
of the Issuer Trustee's indemnification or exoneration out of the assets of the
Trust as a result of the Issuer Trustee's fraud, negligence or Default (as
defined in the Master Trust Deed).

      It is acknowledged that the Trust Manager, the Approved Seller, the
Servicer, the Custodian, the Currency Swap Provider, the Swap Providers, the
Note Trustee, the Principal Paying Agent, the other Paying Agents, the Note
Registrar, the Calculation Agent, and the Agent Bank (each, a "RELEVANT PARTY")
are responsible under the Transaction Documents (as defined in the Master Trust
Deed) for performing a variety of obligations relating to the Trust. No act or
omission of the Issuer Trustee (including any related failure to satisfy its
obligations under the Transaction Documents) will be considered fraud,
negligence or Default (as defined in the Master Trust Agreement) of the Issuer
Trustee for the purpose of this Agreement to the extent to which the act or
omission was caused or contributed to by any failure by any Relevant Party or
any other person who has been delegated or appointed by the Issuer Trustee in
accordance with the Transaction Documents (as defined in the Master Trust Deed)
to fulfill its obligations relating to the Trust or by any other act or omission
of a Relevant Party or by any other such person.


                                       28



12.   Consent to Jurisdiction; Appointment of Agent to Accept Service of
Process; Satisfaction of Obligations in United States Dollars.

      Each of the St.George Parties and the Issuer Trustee hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby. Each of the
St.George Parties and the Issuer Trustee irrevocably appoints CT Corporation,
111 Eighth Avenue, 13th Floor, New York, New York 10011, as its authorized agent
in the Borough of Manhattan in The City of New York upon which process may be
served in any such suit or proceeding, and agrees that service of process upon
such agent, and written notice of said service to it by the person serving the
same to the address provided in Section 17, shall be deemed in every respect
effective service of process upon it in any such suit or proceeding. Each of the
St.George Parties and the Issuer Trustee further agrees to take any and all
action as may be necessary to maintain such designation and appointment of such
agent in full force and effect for so long as the Class A-1 Notes remain
outstanding.

      The obligation of any of the St.George Parties or the Issuer Trustee in
respect of any sum due to any Underwriter shall, notwithstanding any judgment in
a currency other than United States dollars, not be discharged until the first
business day, following receipt by such Underwriter of any sum adjudged to be so
due in such other currency, on which (and only to the extent that) such
Underwriter may in accordance with normal banking procedures purchase United
States dollars with such other currency; if the United States dollars so
purchased are less than the sum originally due to such Underwriter hereunder,
each of the St.George Parties and the Issuer Trustee agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Underwriter
against such loss.

13.   Foreign Taxes. All payments to be made by the Issuer Trustee and any
St.George Party hereunder shall be made without withholding or deduction for or
on account of any present or future taxes, duties or governmental charges
whatsoever unless the Issuer Trustee or such St.George Party, as applicable, is
compelled by law to deduct or withhold such taxes, duties or charges. In that
event, the Issuer Trustee or such St.George Party, as applicable, shall pay such
additional amounts as may be necessary in order that the net amounts received
after such withholding or deduction shall equal the amounts that would have been
received if no withholding or deduction had been made.

14.   Waiver of Immunities. To the extent that any of the Issuer Trustee and
St.George Parties or any of their properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any legal action, suit or
proceeding, from the giving of any relief in any respect thereof, from setoff or
counterclaim, from the jurisdiction of any court, from service of process, from
attachment upon or prior to judgment, from attachment in aid of execution of
judgment, or from execution of judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any
jurisdiction in which proceedings may at any time be commenced, with respect to
its obligations, liabilities or any other matter under or arising out of or in
connection this Agreement, the Issuer Trustee and the St.George Parties, as
applicable, hereby irrevocably and unconditionally waives, and agrees not to
plead or claim, any such immunity and consents to such relief and enforcement.


                                       29



15.   Judgment Currency. If any judgment or order in any legal proceeding
against any of the Issuer Trustee and the St.George Parties is given or made for
any amount due hereunder and such judgment or order is expressed and paid in a
currency (the "JUDGMENT CURRENCY") other than United States dollars and there is
any variation as between (i) the rate of exchange (the "JUDGMENT RATE") at which
the United States dollar amount is converted into Judgment Currency for the
purpose of such judgment or order, and (ii) the rate of exchange (the "MARKET
RATE") at which the person to whom such amounts is paid (the "PAYEE") is able to
purchase United States dollars with the amount of the Judgment Currency actually
received by the holder, then the difference, expressed in United States dollars,
between such amount calculated at the Judgment Rate and such amount calculated
at the Market Rate shall be indemnified (a) if negative by the Issuer Trustee
and the St.George Parties, as applicable, to the Payee and (b) if positive by
the Payee to the Issuer Trustee and the St.George Parties, as applicable. The
foregoing indemnity shall constitute a separate and independent obligation of
the Issuer Trustee, the Trust Manager and St.George or the Payee, as the case
may be, and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "RATE OR EXCHANGE" shall include any
premiums and costs of exchange payable in connection with the purchase of, or
conversion into, the relevant currency.

16.   Absence of Fiduciary Relationship. Each of the Trust Manager and the
Issuer Trustee acknowledges and agrees that:

            (a)   the Representative has been retained solely to act as
            underwriter in connection with the sale of the Class A-1 Notes and
            that no fiduciary, advisory or agency relationship between either
            the Trust Manager or the Issuer Trustee, on the one hand, and the
            Representative, on the other hand, has been created in respect of
            any of the transactions contemplated by this Agreement, irrespective
            of whether the Representative has advised or is advising the Trust
            Manager and/or the Issuer Trustee on other matters;

            (b)   the price of the Class A-1 Notes set forth in this Agreement
            was established by the Representative and the Underwriters following
            discussions and arms-length negotiations with the Trust Manager, and
            the Trust Manager and the Issuer Trustee are capable of evaluating
            and understanding and understand and accept the terms, risks and
            conditions of the transactions contemplated by this Agreement;

            (c)   they have been advised that the Representative and its
            affiliates are engaged in a broad range of transactions which may
            involve interests that differ from those of the Trust Manager and
            the Issuer Trustee and that the Representative has no obligation to
            disclose such interests and transactions to the Trust Manager and
            the Issuer Trustee by virtue of any fiduciary, advisory or agency
            relationship; and

            (d)   they severally waive, to the fullest extent permitted by law,
            any claims they may have against the Representative for breach of
            fiduciary duty or alleged breach of fiduciary duty and agree that
            the Representative shall have no liability (whether direct or
            indirect) to the Trust Manager or the Issuer Trustee in respect


                                       30



            of such a fiduciary duty claim or to any person asserting a
            fiduciary duty claim on behalf of or in right of the Trust Manager
            and/or the Issuer Trustee, including stockholders, employees or
            creditors of the Trust Manager or the Issuer Trustee.

17.   Notices. All communications hereunder will be in writing and, if sent to
the Underwriters, will be mailed, delivered or telegraphed and confirmed to the
Representative at Eleven Madison Avenue, New York, New York 10010, Attention:
Legal (Facsimile No. 646 424-9416); if sent to the Trust Manager will be mailed,
delivered or telegraphed and confirmed to the Trust Manager at c/o Company
Secretary, Level 4, 4-16 Montgomery Street, Kogarah NSW 2217 (Facsimile No.
612-9236-1899), Attention: Manager Securitisation if sent to the Issuer Trustee,
mailed, delivered or telegraphed and confirmed to the Issuer Trustee at Level
12, Angel Place, 123 Pitt Street, Sydney, New South Wales 2000 (Facsimile No.
612-9221-7870), Attention: Manager, Securitisation; and if sent to St.George,
mailed, delivered or telegraphed and confirmed to St.George at Level 4, 4-16
Montgomery Street, Kogarah NSW 2217 (Facsimile No. 612-9236-1899), Attention:
Manager Securitisation; provided, however, that any notice to an Underwriter
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Underwriter.

18.   Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

19.   Representation of Underwriters. The Representative will act for the
several Underwriters in connection with this financing, and any action under
this Agreement, or such other agreements as are necessary to further the
transactions contemplated hereby, taken by the Representative will be binding
upon all the Underwriters.

20.   Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

21.   APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

                            [signature pages follow]


                                       31



      If the foregoing is in accordance with the Representative's understanding
of our agreement, kindly sign and return the enclosed counterparts hereof,
whereupon it will become a binding agreement between the parties listed below in
accordance with its terms.

                                       Very truly yours,

                                       CRUSADE MANAGEMENT LIMITED


                                       By:/s/ Michael Harold See Bowan________
                                          Name:   Michael Harold See Bowan
                                          Title:  Attorney


                                       ST.GEORGE BANK LIMITED


                                       By:/s/ Michael Harold See Bowan________
                                          Name:   Michael Harold See Bowan
                                          Title:  Attorney


          (Crusade Global Trust No. 2 of 2006 - Underwriting Agreement)



                                       PERPETUAL TRUSTEES
                                        CONSOLIDATED LIMITED


                                       By:/s/ Andrea Ruver____________________
                                          Name:   Andrea Ruver
                                          Title:  Manager


          (Crusade Global Trust No. 2 of 2006 - Underwriting Agreement)



The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the day first above written


CREDIT SUISSE SECURITIES (USA) LLC,
acting on behalf of itself and as the Representative
of the several Underwriters


By:/s/ Tricia Hazelwood____________
   Name:   Tricia Hazelwood
   Title:  Managing Director


          (Crusade Global Trust No. 2 of 2006 - Underwriting Agreement)



                                   SCHEDULE A

                                         PRINCIPAL AMOUNT OF CLASS A-1
Underwriter                              NOTES TO BE PURCHASED
---------------------------------------  ---------------------------------------
Credit Suisse Securities (USA) LLC       U.S. $600,000,000

Deutsche Bank Securities Inc.            U.S. $600,000,000

Total                                    U.S. $1,200,000,000




                                   SCHEDULE B

                               REVISED INFORMATION

                        FORM OF PRICING BLOOMBERG SCREEN


CRUSADE No. 2 of 2006 - USD/EUR/AUD Aussie RMBS  **PRICED**
Jt Leads: CS/DBSI (A1 & A2) with SGB as Jt lead on A3, B, C

Class  Size(m)   Rating (S/M/F)  WAL    Bench       Level     DollarPX
 A1    USD1,200  AAA/Aaa/AAA     2.83   3M Libor    +[__]bps    100
 A2    EUR450    AAA/Aaa/AAA     2.83   3M Euribor  +[__]bps    100
 A3    AUD600    AAA/Aaa/AAA     2.75   1M BBSW     +[__]bps    100
 B     AUD53.2   AA/--/AA        4.97   3M BBSW     +[__]bps    [  ]
 C     AUD24.3   A+/--/AA-       4.89   3M BBSW     +[__]bps    [  ]
A1 - SEC Registered        A2/A3 - ASX Listed
Expected Settlement: 21 Sept, 2006

Disclaimer:

The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, Credit Suisse will arrange to send
you the prospectus if you request it by calling toll free 1-800-221-1037.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS MESSAGE AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES HAVE
BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS MESSAGE HAVING BEEN SENT VIA
BLOOMBERG OR ANOTHER SYSTEM.




                                   SCHEDULE C

                               INITIAL INFORMATION

CRUSADE No. 2 of 2006 ***ANNOUNCEMENT*** - USD/EUR/AUD Aussie RMBS Jt Leads:
CS/DBSI (A1 & A2) with SGB as Jt lead on A3, B, C

Class  Size(m)     Rating (S/M/F)  WAL   Bench       Px Guid    Status
 A1    USD[1,000]  AAA/Aaa/AAA     2.83  3M Libor    TBA
 A2    EUR[400]    AAA/Aaa/AAA     2.83  3M Euribor  TBA
 A3    AUD[600]    AAA/Aaa/AAA     2.75  1M BBSW     TBA
 B     AUD[46.3]   AA/--/AA        4.97  3M BBSW     TBA
 C     AUD[21.2]   A+/--/AA-       4.89  3M BBSW     TBA
A1 - SEC Registered       A2/A3 - ASX Listed
Roadshowing: US 11 - 14 Sept
Timing:  Px Guidance out Tuesday AM
Expected Pricing:    15 Sept, 2006
Expected Settlement: 21 Sept, 2006

Disclaimer:

The issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the issuer has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, Credit Suisse will arrange to send
you the prospectus if you request it by calling toll free 1-800-221-1037.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS MESSAGE AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES HAVE
BEEN AUTOMATICALLY GENERATED AS A RESULT OF THIS MESSAGE HAVING BEEN SENT VIA
BLOOMBERG OR ANOTHER SYSTEM.




CRUSADE GLOBAL TRUST NO. 2 OF 2006

      Form of Certificate pursuant to section 6(c) of the Underwriting Agreement

Date:    [__________] [    ], 2006

Credit Suisse Securities (USA) LLC
  as Representative of the several Underwriters,
Eleven Madison Avenue
New York, NY 10010

I hereby certify that, to the best of my knowledge after reasonable
investigation:

      (i)   the representations and warranties of Perpetual Trustees
            Consolidated Limited, in its capacity as trustee of the Crusade
            Global Trust No. 2 of 2006 (the "Issuer Trustee"), in the
            Underwriting Agreement dated [__________] [    ], 2006 among Credit
            Suisse Securities (USA) LLC, as representative (the
            "Representative") of the Underwriters listed in Schedule A to that
            agreement (the "Underwriters"), Crusade Management Limited, the
            Issuer Trustee and St.George Bank Limited (the "Underwriting
            Agreement") are true and correct; and

      (ii)  the Issuer Trustee has complied with all agreements and satisfied
            all conditions on its part to be performed or satisfied under the
            Underwriting Agreement.

                                       By: ________________________________
                                           Name:
                                           Title: