Common use of Selling Restrictions Clause in Contracts

Selling Restrictions. (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 Securities Exchange. 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 txxx xx xffect 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 Securities Exchange. (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).

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 Notes US$ Bonds has been lodged with the Australian Securities and Investments Commission or the Australian Securities ExchangeStock Exchange Limited. The Class A-1 Notes US$ Bonds 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 person who is known (or should reasonably be known) by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be resident of Australia. Each Underwriter severally, and severally (but 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 NotesUS$ Bonds; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 NotesUS$ Bonds; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA"“Australia”) unless: (1) the amount payable for the Class A-1 Notes US$ Bonds on acceptance of the offer by each offeree or invitee is a minimum amount of A$500,000 (or its equivalent in another currency) (disregarding amounts, if any, lent by Crusade Management Pty Limited the Issuer Trustee or other person offering the Class A-1 Notes US$ Bonds 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 txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 of Australia; (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 Commission; and (3) the US$ Bonds will not be acquired 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 Australian Securities ExchangeUS$ Bonds or in the capacity of a clearing house, custodian funds manager or responsible entity of a registered scheme. (b) Each Underwriter severally, and severally (but not jointly, ) agrees that, in connection with the primary distribution of the Class A-1 NotesUS$ Bonds, it will not sell any Class A-1 Notes US$ Bonds to any person if, at the time of such sale, the employees of the Underwriter aware ofknows, or involved in, the sale actually knows (but without an obligation on such Underwriter to make any inquiry) or has reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 Notes US$ Bonds or any interest in such Class A-1 Notes were beingUS$ Bonds will be, or would will later be acquired (acquired, directly or indirectly) , by an Offshore Associate of the Issuer Trustee (other than in the capacity of a dealer, manager or Underwriter underwriter in relation to a the placement of the Class A-1 Notes US$ Bonds or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian a registered scheme).

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") or to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be resident of Australia for the purposes of Section 128F of the Income Tax Assessment Act unless: (1) the amount payable for the Class A-1 A 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 txxx xx xffect 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 Commission; and (3) the Class A Notes will not be acquired by an associate of Crusade Management Pty Limited (which includes associates of the Issuer Trustee and Xx.Xxxxxx Bank) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Australian Securities ExchangeClass A Notes) as identified on a list provided by Xx.Xxxxxx Bank (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee and Crusade Management Pty Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom must be (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in the financial markets; and (ii) not known to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act). Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a dealerwritten statement which sets out the details of the relevant offer. Each Underwriter (severally, manager 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Xx.Xxxxxx Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter (severally and not jointly) agrees that: (i) it has only offered or sold and will only offer or sell any Notes in or from the United Kingdom: (a) to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (b) to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses; or (c) otherwise in circumstances that did not and will not constitute an offer to the public under the Public Offers of Securities Regulations 1995 (as amended); (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 ("FSMA") and rules and regulations made thereunder with respect to anything done by it in relation to a placement the Class A Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any 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 A Notes in circumstances in which Section 21(1) of FSMA does not apply to the Issuer Trustee, including to persons exempted as investment professionals under Article 19 or in to high net worth persons under Article 49 of the capacity of a clearing houseFinancial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, custodian, funds manager or responsible entity of an Australian registered scheme)as amended.

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 A1 Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities ExchangeStock Exchange Limited. The Class A-1 A1 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 AustraliaAustralia except by way of an offer or sale not required to be disclosed pursuant to Chapter 6D of the Corporations Act 2001 (Cth). Each Underwriter severally, and xxxxxxxly (but 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 A1 Notes; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 A1 Notes; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:): (1) unless the amount payable for the Class A-1 A1 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 A1 Notes or any associate of themit, 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 txxx xx xffect and the xxx Corporations Regulations made under the Corporations Act as then in effect; and2001 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the case may be, are actually aware at the time of such offer, sale or distribution that the Class A1 Notes will subsequently be acquired by an associate of ME Portfolio Management Limited or the Australian Securities ExchangeIssuer Trustee (which shall also include for this purpose the beneficiaries of the Fund, being the residual capital unitholder and the income unitholder (together, the "BENEFICIARIES") and associates of the Beneficiaries) within the meaning of section 128FA of the Income Tax Assessment Act 1936 (Cth) (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A1 Notes or a clearing house, custodian, funds manager or responsible entity or a registered scheme) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "LIST"). (b) Each Underwriter severally, and severally (but not jointly, ) represents and agrees that, in connection with the primary distribution of the Class A-1 A1 Notes, it will not sell any Class A-1 A1 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A1 Notes or any interest in such Class A-1 A1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128FA of the Income Tax Assessment Act 1936 (other than Cth). (c) Each Xxxxxxxxter severally (but not jointly) represents and agrees that it must offer the Class A1 Notes for which it subscribes for sale within 30 days of the issuance of those Class A1 Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated publicly by the Underwriter in electronic form or in another form that is used by financial markets for dealing in instruments similar to the Class A1 Notes specifying in such offer the name of the issuer and the price at which the Class A1 Notes are offered for sale; or (2) by the Underwriter offering those Class A1 Notes for sale to at least 10 persons, each of whom must be: (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in financial markets; and (ii) neither known nor suspected to be an associate of any of the others (within the meaning of section 128FA(8) of the Income Tax Assessment Act 1936 (Cth)), as identified ox xxx List; or (3) by the Underwriter offering those Class A1 Notes for sale to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A1 Notes in the past or as likely to be interested in acquiring Class A1 Notes. (d) If requested in writing, each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A1 Notes by it) a dealerwritten statement, manager which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 128FA of the Tax Act has been satisfied, provided that no Underwriter shall be obliged to disclose the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (xxx "XSMA") received by it in connection with the issue or sale of any Class A1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Class A1 Notes in, from or otherwise involving the United Kingdom. (g) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer or invitation to subscribe for or purchase, or sale of, Class A1 Notes does not constitute an offer, a placement subsequent offer, invitation or sale to the public in Singapore; or (2) the public (including any person selected by reference to him being a member of the Class A-1 Notes public, or any section of the public whether by selection as customers or in any other manner) or any person in Singapore pursuant to, and in accordance with the capacity conditions of, an exemption within the ambit of Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Act (Chapter 289) of Singapore to whom any Class A1 Notes may be offered or sold under such exemption. (h) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has not offered or sold and will not offer or sell any Notes in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; 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 (the "CO") or which do not constitute an offer to the public within the meaning of the CO; and (2) no person may issue, distribute or circulate, any advertisement, invitation or document relating to Class A1 Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A1 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 SFO and any rules made under the SFO. (i) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "RELEVANT MEMBER STATE"), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "RELEVANT IMPLEMENTATION DATE") it has not made and will not make an offer of Class A1 Notes to the public (where such Class A1 Notes have a minimum denomination less than (euro)50,000 (or its equivalent in any other currency) as at the date of issue of such Class A1 NoTES) in that Relevant Member State prior to the publication of a clearing houseprospectus in relation to the Class A1 Notes which has been approved by the competent authority in that Relevant Member State, custodianor where appropriate, funds approved in another Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Class A1 Notes to the public in that Relevant Member State at any time: (1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (2) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than (euro)43,000,000; and (3) an annual net turnover of more THAN (euro)50,000,000, as shown in its last annual or consolidated accounts; (3) in any other circumstances which do not require publication by the manager or responsible the issuer trustee on behalf of the issuing entity of an Australian registered scheme)a prospectus pursuant to Article 3 of the Prospectus Directive.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities ExchangeASX 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 severally (but not jointly, ) represents and agrees that itin connection with the distribution of the Notes: (1i) it 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; (2ii) it 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 (3iii) it has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notes, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA"“Australia”) unless: (1A) 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 the Trust Manager 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect then in effect and the Corporations Regulations made under the Corporations Act as then in effectXxx 0000 (Cth); and (2B) 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 Securities ExchangeASX Limited. (b) Each Underwriter severally, and severally (but 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 acting in the capacity of a dealer, manager or Underwriter 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). For purposes of this Section 11 an “Offshore Associate” of the Issuer Trustee means an “associate” within the meaning of Section 128F of the Tax Act that is either a non resident of Australia that does not acquire the Notes in carrying on business at or through a permanent establishment in Australia; or a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia. Notwithstanding the foregoing, for purposes of this Section 11, 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 Representatives by the Issuer Trustee and Westpac (collectively, the “List”). (c) Each Underwriter (severally, not jointly) agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated by the Underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) to at least 10 persons each of whom was carrying on a business of providing finance, investing in or dealing in securities, in the course of operating in financial markets who was not actually known (but without an obligation on such Underwriter to make any inquiry) or reasonably suspected by the employees of each Underwriter acting in relation to the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this sub-paragraph (2); or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Notes in the past or as likely to be interested in acquiring Notes. Each Underwriter (severally, not jointly) agrees that it will provide the Issuer Trustee (within five (5) Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. Each Underwriter (severally, 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 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 (4) any information or documentation after a period of 4 years from the lodgment of the income tax return by the Trustee for the financial year ending September 30, 2007. (d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Westpac Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter (severally and not jointly) agrees that: (i) it has complied with and will comply with all applicable provisions of the UK Regulations and the Financial Services and Markets Xxx 0000, as amended (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any 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 such Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer Trustee. (f) Each Underwriter (severally and not jointly) agrees that the proposed offer of the Notes has not been registered with the Spanish Comision Nacional del Xxxxxxx de Valores. Accordingly, each Underwriter (severally and jointly) has represented and agreed that the Notes have not and will not be offered, sold, distributed or proposed in Spain nor any document or offer material be distributed in Spain or targeted to Spanish resident investors (including any legal entity set up, incorporated, domiciled or resident in Spain), save in compliance and in accordance with the provisions of the Spanish Security Markets Act of 28 July 1998 (Ley 00/0000 xx 00 xx xxxxx, del Xxxxxxx de Valores), as amended, and the Royal Decree 291/1992 dated 27 March 1992 (Real Decreto 000/0000 xx 00 xx xxxxx sobre Emisiones y Ofertas Publicas de Valores) as amended and restated or as further amended, supplemented or restated from time to time. (g) Each Underwriter (severally and not jointly) agrees: (i) it has not offered or sold and will not offer or sell any Notes except in conformity with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 and the provisions of the Irish Companies Act 1963-2005; (ii) it has not and will not offer or sell any Notes other than in compliance with the provisions of the Irish Market Abuse (Directive 2003/6/EU) Regulations 2005; and (iii) it will not underwrite the issue of or place the Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including without limitation sections 9, 50 and 37 (including any codes of conduct issued thereunder). (h) Each Underwriter (severally and not jointly) agrees that: the Prospectus Supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus Supplement and any other document or material in connection with the offer or sale, or invitation or subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (a) to an institutional investor under Section 274 of the Securities and Futures Act (Cap. 289) (as amended) of Singapore (the “SFA”); (b) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of any other applicable provision of the SFA. Each Underwriter (severally and not jointly) further represents, warrants and agrees to notify (whether through the distribution of the Prospectus Supplement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes or otherwise) each of the following relevant persons specified in Section 275 of the SFA which has subscribed or purchased Notes from and through such Underwriter, namely a person who is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, that shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Notes under Section 275 of the SFA except: (i) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act; (ii) where no consideration is given for the transfer; or (iii) by operation of law (i) Each Underwriter (severally and not jointly) agrees that: (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than: (A) to persons whose ordinary business 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 which do not constitute an offer to the public within the meaning of that ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, 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 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 thereunder. (j) Each Underwriter (severally and not jointly) agrees that the distribution of the Prospectus Supplement and the Prospectus and the offering and sale of the Notes in certain other foreign jurisdictions may be restricted by law. The Notes may not be offered or sold, directly or indirectly, and neither the Prospectus Supplement 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 (severally and not jointly) agrees to comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Prospectus Supplement, the Prospectus or any other offering materials.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but not jointly, ) represents and agrees that itin connection with the distribution of the Notes: (1i) it 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; (2ii) it 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 (3iii) it has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA"“Australia”) unless: (1A) 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 the Trust Manager 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT"“Corporations Act”) as txxx xx xffect then in effect and the Corporations Regulations made under the Corporations Act as then in effect; and (2B) 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 Securities ExchangeStock Exchange Limited. (b) Each Underwriter severally, and severally (but 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 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). For purposes of this Section 11 an “Offshore Associate” of the Issuer Trustee means an “associate” within the meaning of Section 128F of the Tax Act that is either a non resident of Australia that does not acquire the Notes in carrying on business at or through a permanent establishment in Australia; or a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia. Notwithstanding the foregoing, for purposes of this Section 11, 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 Westpac (collectively, the “List”). (c) Each Underwriter (severally, not jointly) agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated by the Underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) to at least 10 persons each of whom was carrying on a business of providing finance, investing in or dealing in securities, in the course of operating in financial markets who was not actually known (but without an obligation on such Underwriter to make any inquiry) or reasonably suspected by the employees of each Underwriter acting in relation to the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this sub-paragraph (2); or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Notes in the past or as likely to be interested in acquiring Notes. Each Underwriter (severally, not jointly) agrees that it will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. Each Underwriter (severally, 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 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 (4) any information or documentation after a period of 4 years from the lodgment of the income tax return by the Trustee for the financial year ending September 30, 2005. (d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Westpac Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter (severally and not jointly) agrees that: (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of a period of six months from the date of issue of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended (the “UK Regulations”); (ii) it has complied with and will comply with all applicable provisions of the UK Regulations and the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any 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 such Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") or to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be resident of Australia for the purposes of Section 128F of the Income Tax Assessment Act unless: (1) the amount payable for the Class A-1 A 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 txxx xx xffect 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 Commission; and (3) the Class A Notes will not be acquired by an associate of Crusade Management Pty Limited (which includes associates of the Issuer Trustee and Xx.Xxxxxx Bank) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Australian Securities ExchangeClass A Notes) as identified on a list provided by Xx.Xxxxxx Bank (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee and Crusade Management Pty Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom must be (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in the financial markets; and (ii) not known to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act). Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a dealerwritten statement which sets out the details of the relevant offer. Each Underwriter (severally, manager 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (a) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Xx.Xxxxxx Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (b) Each Underwriter (severally and not jointly) agrees that: (i) it has only offered or sold and will only offer or sell any Notes in or from the United Kingdom: (a) to persons (1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (ii) to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business except in circumstances that do not constitute an offer to the public under the Public Offers of Securities Regulations 1995 (as amended); (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to a placement the Class A Notes in, from or otherwise involving the United Kingdom; and (iii) in connection with the Class A Notes, it has only issued or passed on and will only issue or pass on in the United Kingdom the Class A Notes or any document received by it in connection with the issue of the Class A-1 A Notes in circumstances where the document may lawfully be issued or passed on including, without limitation, to a person exempted as an investment professional under Article 19 or to a high net worth person under Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended, in each case it has complied with and will comply with all the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme)relevant conditions contained in such Articles 19 and 49.

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 A1 Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities ExchangeStock Exchange Limited. The Class A-1 A1 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 AustraliaAustralia except by way of an offer or sale not required to be disclosed pursuant to Chapter 6D of the Corporations Xxx 0000 (Cth). Each Underwriter severally, and severally (but 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 A1 Notes; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 A1 Notes; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIAAustralia") unless:): (1) unless the amount payable for the Class A-1 A1 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 A1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the case may be, are actually aware at the time of such offer, sale or distribution that the Class A1 Notes will subsequently be acquired by an associate of ME Portfolio Management Limited or the Australian Securities ExchangeIssuer Trustee (which shall also include for this purpose the beneficiaries of the Fund, being the residual capital unitholder and the income unitholder (together, the "Beneficiaries") and associates of the Beneficiaries) within the meaning of section 128FA of the Income Tax Assessment Act 1936 (Cth) (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A1 Notes or a clearing house, custodian, funds manager or responsible entity or a registered scheme) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "List"). (b) Each Underwriter severally, and severally (but not jointly, ) represents and agrees that, in connection with the primary distribution of the Class A-1 A1 Notes, it will not sell any Class A-1 A1 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A1 Notes or any interest in such Class A-1 A1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128FA of the Income Tax Assessment Xxx 0000 (other than Cth). (c) Each Underwriter severally (but not jointly) represents and agrees that it must offer the Class A1 Notes for which it subscribes for sale within 30 days of the issuance of those Class A1 Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated publicly by the Underwriter in electronic form or in another form that is used by financial markets for dealing in instruments similar to the Class A1 Notes specifying in such offer the name of the issuer and the price at which the Class A1 Notes are offered for sale; or (2) by the Underwriter offering those Class A1 Notes for sale to at least 10 persons, each of whom must be: (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in financial markets; and (ii) neither known nor suspected to be an associate of any of the others (within the meaning of section 128FA(8) of the Income Tax Assessment Xxx 0000 (Cth)), as identified on the List; or (3) by the Underwriter offering those Class A1 Notes for sale to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A1 Notes in the past or as likely to be interested in acquiring Class A1 Notes. (d) If requested in writing, each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A1 Notes by it) a dealerwritten statement, manager which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 128FA of the Tax Act has been satisfied, provided that no Underwriter shall be obliged to disclose the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the "FSMA") received by it in connection with the issue or sale of any Class A1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Class A1 Notes in, from or otherwise involving the United Kingdom. (g) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer or invitation to subscribe for or purchase, or sale of, Class A1 Notes does not constitute an offer, a placement subsequent offer, invitation or sale to the public in Singapore; or (2) the public (including any person selected by reference to him being a member of the public, or any section of the public whether by selection as customers or in any other manner) or any person in Singapore pursuant to, and in accordance with the conditions of, an exemption within the ambit of Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Act (Chapter 289) of Singapore to whom any Class A1 Notes may be offered or sold under such exemption. (h) Each Underwriter (severally and not jointly) represents and agrees that it has not offered or sold and will not offer or sell any Notes in Hong Kong, by means of any document, other than: (1) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; or in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the "CO") or which do not constitute an offer to the public within the meaning of the CO; 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, any advertisement, invitation or document relating to the Class A1 Notes, whether in Hong Kong or elsewhere, 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 the Class A1 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 SFO and any rules made under the SFO. (i) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Underwriter (severally and not jointly) represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Class A1 Notes to the public (where such Class A1 Notes have a minimum denomination less than €50,000 (or its equivalent in any other currency) as at the date of issue of such Class A1 Notes) in that Relevant Member State prior to the publication of a prospectus in relation to the Class A1 Notes which has been approved by the competent authority in that Relevant Member State, or where appropriate, approved in another Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Class A1 Notes to the public in that Relevant Member State at any time: (1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (2) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (3) in any other circumstances which do not require publication by the manager or the issuer trustee on behalf of the issuing entity of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Class A1 Notes to the public" in relation to any Class A1 Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A1 Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Class A1 Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (j) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Class A-1 A1 Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. (k) Each Underwriter (severally and not jointly) represents and agrees that the Class A1 Notes will not be offered or sold, directly or indirectly, and neither the Prospectus nor any form of application, advertisement or other material, may be distributed in the capacity of a clearing houseor from or published in any country or jurisdiction, custodianexpect under circumstances that will result in compliance with all applicable laws and regulations, funds manager or responsible entity of an Australian registered scheme)in all cases at its own expense.

Selling Restrictions. (a) No prospectus supplement, prospectus or other disclosure document in relation to any Class A-1 the Notes has been lodged with with, or registered by, the Australian Securities and Investments Investment Commission or the Australian Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and not jointly, represents and agrees that itin connection with the initial distribution of the Notes: (1i) it has not, not (directly or indirectly, ) offered for issue subscription or sale purchase or invited applications issued invitations to subscribe for the issue of or for offers to purchase buy nor has it sold, the Class A-1 Notes;, (2ii) will not, not (directly or indirectly, ) offer for subscription or purchase or issue invitations to subscribe for or sale or invited applications for the issue of or for offers to purchase buy nor will it sell the Class A-1 Notes; and, (3iii) has not distributed and will not distribute any draft, preliminary draft or definitive offering memorandum or prospectus, or any advertisement or other offering material relating to the Class A-1 Notes, material; in the Commonwealth of Australia, its territories or possessions ("AUSTRALIAAustralia") ); unless: (1A) the written consent of the Trust Manager has been obtained and, (B) the amount payable for the Class A-1 Notes on acceptance of the offer for the Notes by each offeree or invitee is a minimum amount of A$500,000 (or its equivalent in another other currency) (disregarding amounts, if any, lent by Crusade Management Pty Limited the Issuer Trustee or other person offering the Class A-1 Notes Note or any an associate of either 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 txxx xx xffect Law and the Corporations Regulations made under the Corporations Act as then in effect; andLaw; (2C) 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 Securities Exchange.Commission; and (bD) Each the Notes will not be acquired by an associate of [Westpac] within the meaning of s128F of the Tax Act (other than in the capacity of an underwriter in relation to a placement of the Note) as identified on a list provided by Westpac. In addition, each Underwriter severally, and not jointly, agrees has agreed that, in connection with the primary distribution of the Class A-1 any 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 underwriter aware of, or involved in, the sale actually knows (but without an obligation on such Underwriter to make any inquiry) knew or has had reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 Notes or any an interest in such Class A-1 Notes were being, or would later be be, acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee for the purposes of s128F(9) of the Tax Act (other than in the capacity of a dealer, underwriter or manager or Underwriter in relation to a the placement of the Class A-1 Notes). (b) Each Underwriter (severally, not jointly) undertakes to offer, within 30 days of issue, the Notes goverened by this Agreement, in one or more of the ways covered by any of paragraphs (a) to (d) of Section 128F(3) of the Tax Act, and in any case it has announced on behalf of the Issuer Trustee in relation to the offer that Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") or Clearstream Luxembourg will confer rights in the Notes under Book-Entry Notes. Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of Notes by it) a written statement which sets out details of the relevant offer. (c) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive; and (d) Each Underwriter acknowledges that no representation is made by the Issuer Trustee or any Underwriter that any action has been or will be taken in any jurisdiction by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sell or delivers Notes or has in its possession or distributes the capacity of a clearing houseProspectus or any other offering material, custodian, funds manager or responsible entity of an Australian registered scheme)in all cases at its own expense.

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 A1 Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 A1 Notes; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 A1 Notes; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:): (1) unless the amount payable for the Class A-1 A1 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 A1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the Australian Securities Exchangecase may be, are actually aware at the time of such offer, sale or distribution that the Class A1 Notes will subsequently be acquired by an associate of ME Portfolio Management Limited (which shall also include for this purpose the Issuer Trustee and associates of the Issuer Trustee) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A1 Notes) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "List"). (b) Each Underwriter severally, and severally (but not jointly, ) represents and agrees that, in connection with the primary distribution of the Class A-1 A1 Notes, it will not sell any Class A-1 A1 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A1 Notes or any interest in such Class A-1 A1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter severally (but not jointly) represents and agrees that it must offer the Class A1 Notes for which it subscribes for sale within 30 days of the issuance of those Class A1 Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated publicly by the Underwriter in electronic form or in another form that is used by financial markets for dealing in instruments similar to the Class A1 Notes specifying in such offer the name of the issuer and the price at which the Class A1 Notes are offered for sale; or (2) by the Underwriter offering those Class A1 Notes for sale to at least 10 persons, each of whom must be: (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in financial markets; and (ii) neither known nor suspected to be an associate of any of the others (within the meaning of section 128F(9) of the Income Tax Assessment Act), as identified on the List; or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A1 Notes in the past or as likely to be interested in acquiring Class A1 Notes. (d) If requested in writing, each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A1 Notes by it) a dealerwritten statement which sets out the details of the relevant offer. (e) Each Underwriter (severally, manager 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the "FSMA") received by it in connection with the issue or sale of any Class A1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Class A1 Notes in, from or otherwise involving the United Kingdom. (g) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer or invitation to subscribe for or purchase, or sale of, Class A1 Notes does not constitute an offer, a placement subsequent offer, invitation or sale to the public in Singapore; or (2) the public (including any person selected by reference to him being a member of the Class A-1 Notes public, or any section of the public whether by selection as customers or in any other manner) or any person in Singapore pursuant to, and in accordance with the capacity conditions of, an exemption within the ambit of a clearing houseSubdivision (4) of Division 1 to Part XIII of the Securities and Futures Act (Chapter 289) of Singapore to whom any Class A1 Notes may be offered or sold under such exemption. (h) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has not offered or sold and will not offer or sell any Notes in Hong Kong, custodianby means of any document, funds manager or responsible entity of an Australian registered scheme)other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") or to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be resident of Australia for the purposes of Section 128F of the Income Tax Assessment Act unless: (1) the amount payable for the Class A-1 A 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (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 Commission; and (3) the Class A Notes will not be acquired by an associate of ME Portfolio Management Limited (which shall also include for this purpose the Issuer Trustee and associates of the Issuer Trustee) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Australian Securities ExchangeClass A Notes) as identified on a list provided by Members Equity Pty Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee or Members Equity for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom must be (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in the financial markets; and (ii) not known to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act), as identified on the List. (d) Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (g) Each Underwriter (severally and not jointly) agrees that: (1) it has not offered or sold and, prior to the expiry of a dealerperiod of six months from the Closing Date, manager will not offer or Underwriter sell any Notes in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995 (as amended); (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 ("FSMA") received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (3) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to a placement the Notes in, from or otherwise involving the United Kingdom. (h) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer, sale or invitation of Class A Notes does not constitute an offer, sale or invitation to the public in Singapore; or (2) the public or any member of the public in Singapore pursuant to, and in accordance with the conditions of, an exemption invoked under Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Xxx 0000 of Singapore and to persons to whom any Class A-1 A Notes may be offered or sold under such exemption. (i) Each Underwriter (severally and not jointly) agrees that such Underwriter will not: (1) offer or sell in Hong Kong, by means of any document (including, without limitation, the Prospectus), any Class A Notes other than to persons whose ordinary business it is to buy or sell shares or debentures whether as principal or agent, or in circumstances which do not constitute an offer to the capacity public within the meaning of a clearing housethe Companies Ordinance (Cap. 32) of Hong Kong; and (2) issue or possess for the purposes of issue any invitation, custodianadvertisement or document relating to any Class A Notes in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A Notes intended to be disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons whose business involves the acquisition, funds manager disposal, or responsible entity holding of an Australian registered scheme)securities, whether as principal or agent.

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 A[ ] Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities ExchangeStock Exchange Limited. The Class A-1 A[ ] 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 AustraliaAustralia except by way of an offer or sale not required to be disclosed pursuant to Chapter 6D of the Corporations Act 2001 (Cth). Each Underwriter severally, and severally (but not jointly, represents and agrees ) represenxx xxx xgrees 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 A[ ] Notes; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 A[ ] Notes; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:): (1) unless the amount payable for the Class A-1 A[ ] 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 ME Portfolio Management Pty Limited or any other person offering the Class A[ ] Notes or other person offering the Class A-1 A[ ] 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 txxx xx xffect and the Corporations Regulations made Regulaxxxxx xxde under the Corporations Act as then in effect2001 (Cth); and (2) xxless 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 Securities ExchangeCommission. (b) Each In order for the issuance of the Class A[ ] Notes to be undertaken in accordance with the public offer test for the purpose of satisfying the exemption from interest withholding tax in section 128FA of the Income Tax Assessment Act 1936 (Cth), each Underwriter severally, and severally (but not jointly, agrees ) represenxx xxx xgrees that, in connection with the primary distribution of the Class A-1 A[ ] Notes, it will not sell any Class A-1 A[ ] 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A[ ] Notes or any interest in such Class A-1 A[ ] Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate for the purposes of section 128FA(8) of the Income Tax Assessment Act 1936 (Cth) of the Issuer Trustee or Manager that is: (1) a non-resident of Australia that does not acquire the Class A[ ] Notes in carrying on a business at or through a permanent establishment in Australia; (2) a resident of Australia that acquires the Class A[ ] Notes in carrying on a business at or through a permanent establishment outside Australia; or (3) notified on a list provided by the Manager and attached hereto as Appendix 1, which may be amended from time to time, by written notice to the Representative and the Underwriters, other than in the capacity of a dealer, manager or Underwriter underwriter in relation to a the placement of the Class A-1 A[ ] Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian a registered schemescheme (where those terms have the same meaning as in section 128FA of the Income Tax Assessment Act 1936 (Cth)). (c) Each Underwriter severally (but not joxxxxx) xepresents and agrees that it must offer the Class A[ ] Notes for which it subscribes for sale within 30 days of the issuance of those Class A[ ] Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated publicly by the Underwriter in electronic form or in another form that is used by financial markets for dealing in instruments similar to the Class A[ ] Notes specifying in such offer the name of the issuer and the price at which the Class A[ ] Notes are offered for sale; or (2) by the Underwriter offering those Class A[ ] Notes for sale to at least 10 persons, each of whom must be: (i) carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in financial markets; and (ii) neither known nor suspected by the Underwriter to be an associate (within the meaning of section 128FA(8) of the Income Tax Assessment Act 1936 (Cth)) of any of the others; or (3) by the Underwriter offering those Class A[ ] Notes for sale to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A[ ] Notes in the past or as likely to be interested in acquiring Class A[ ] Notes. (d) If requested in writing, each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A[ ] Notes by it) a written statement, which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 128FA of the Tax Act has been satisfied, provided that no Underwriter shall be obliged to disclose the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA") received by it in xxxxxxxion with the issue or sale of any Class A[ ] Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Class A[ ] Notes in, from or otherwise involving the United Kingdom. (g) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer or invitation to subscribe for or purchase, or sale of, Class A[ ] Notes does not constitute an offer, a subsequent offer, invitation or sale to the public in Singapore; or (2) the public (including any person selected by reference to him being a member of the public, or any section of the public whether by selection as customers or in any other manner) or any person in Singapore pursuant to, and in accordance with the conditions of, an exemption within the ambit of Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Act (Chapter 289) of Singapore to whom any Class A[ ] Notes may be offered or sold under such exemption. (h) Each Underwriter (severally and not jointly) represents and agrees that it has not offered or sold and will not offer or sell any Notes in Hong Kong, by means of any document, other than:

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:): (1) unless the amount payable for the Class A-1 A 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the Australian Securities Exchangecase may be, are actually aware at the time of such offer, sale or distribution that the Class A Notes will subsequently be acquired by an associate of ME Portfolio Management Limited (which shall also include for this purpose the Issuer Trustee and associates of the Issuer Trustee) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A Notes) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom (i) was carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in financial markets; and (ii) was not known or suspected to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act), as identified on the List; or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A Notes in the past or as likely to be interested in acquiring Class A Notes. (d) Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (g) Each Underwriter (severally and not jointly) agrees that: (1) it has not offered or sold and, prior to the expiry of a dealerperiod of six months from the Closing Date, manager will not offer or Underwriter sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995, as amended (the "UK Regulations"); (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the "FSMA") received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (3) it has complied and will comply with all applicable provisions of the UK Regulations and the FSMA with respect to anything done by it in relation to a placement the Class A Notes in, from or otherwise involving the United Kingdom. (h) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer, sale or invitation of Class A Notes does not constitute an offer, sale or invitation for subscription or purchase to the public in Singapore or any member of the public in Singapore; or (2) the public or any member of the public in Singapore pursuant to, and in accordance with the conditions of, an exemption invoked under Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Xxx 0000 of Singapore and to persons to whom any Class A-1 A Notes may be offered or sold under such exemption. (i) Each Underwriter (severally and not jointly) agrees that such Underwriter will not: (1) offer or sell in Hong Kong, by means of any document (including, without limitation, the Prospectus), any Class A Notes other than to persons whose ordinary business it is to buy or sell shares or debentures whether as principal or agent, or in circumstances which do not constitute an offer to the capacity public within the meaning of a clearing housethe Companies Ordinance (Cap. 32) of Hong Kong; and (2) issue any advertisement, custodianinvitation or document relating to any Class A Notes in Hong Kong or elsewhere, funds manager which is directed at, or responsible entity the contents of an Australian registered scheme)which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A Notes which are or are intended to be disposed of to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and rules made thereunder.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaCommission. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless: (1) the amount payable for the Class A-1 A 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 txxx xx xffect 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 Securities ExchangeStock Exchange Limited. (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 underwriter in relation to a placement of the Class A-1 A Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian registered scheme) as identified on a list provided by Xx.Xxxxxx Bank (the "LIST").. "Offshore Associate" means an associate within the meaning of section 128F of the Income Tax Assessment Act of the Issuer Trustee (including any associates of Crusade Management Limited as a beneficiary of the Trust) that is either:

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any Class A-1 A1 Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 A1 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 A1 Notes; and (3) has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unless:): (1) unless the amount payable for the Class A-1 A1 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 A1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the Australian Securities Exchangecase may be, are actually aware at the time of such offer, sale or distribution that the Class A1 Notes will subsequently be acquired by an associate of ME Portfolio Management Limited (which shall also include for this purpose the Issuer Trustee and associates of the Issuer Trustee) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A1 Notes) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "List"). (b) Each Underwriter severally, and severally (but not jointly, ) agrees that, in connection with the primary distribution of the Class A-1 A1 Notes, it will not sell any Class A-1 A1 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A1 Notes or any interest in such Class A-1 A1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Class A1 Notes for which it subscribes for sale within 30 days of the issue of those Class A1 Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Class A1 Notes are offered for sale; or (2) by the Underwriter offering those Class A1 Notes for sale to at least 10 persons, each of whom (i) must be carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in financial markets; and (ii) who was not known or suspected to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act), as identified on the List; or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A1 Notes in the past or as likely to be interested in acquiring Class A1 Notes. (d) Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A1 Notes by it) a written statement which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) agrees that: (1) it has not offered or sold and, prior to the expiry of a dealerperiod of six months from the Closing Date, manager will not offer or Underwriter sell any Class A1 Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995, as amended (the "UK Regulations"); (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the "FSMA") received by it in connection with the issue or sale of any Class A1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (3) it has complied and will comply with all applicable provisions of the UK Regulations and the FSMA with respect to anything done by it in relation to the Class A1 Class A1 Notes in, from or otherwise involving the United Kingdom. (g) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer or invitation to subscribe for or purchase, or sale of, Class A1 Notes does not constitute an offer, invitation or sale to the public in Singapore; or (2) the public (including any person selected by reference to him being a placement member of the public, or any section of the public whether by selection as customers or in any other manner) or any person in Singapore pursuant to, and in accordance with the conditions of, an exemption within the ambit of Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Act (Chapter 289) of Singapore to whom any Class A1 Notes may be offered or sold under such exemption. (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 Notes other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong; and (2) it has not issued and will not issue any advertisement, invitation or document relating to the Notes, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. (i) Each Underwriter (severally and not jointly) agrees: (1) except in circumstances which do not constitute an offer to the public within the meaning of the Companies Xxx 0000 (as amended) of Ireland (the "1963 Act"), it has not offered or sold and will not sell any Class A1 notes in Ireland or elsewhere, by means of any document prior to the application for listing of the Class A-1 A1 notes being made and the Irish Stock Exchange having approved the Listing Particulars in accordance with the European Communities (Stock Exchange) Regulations, 1984 (the "Irish Stock Exchange Regulations") and thereafter by means of any documents other than: (a) the Listing Particulars; and/or (b) the form of application issued in connection with the Class A1 Notes which indicates where the Listing Particulars can be obtained or inspected or which is issued with the Listing Particulars; (2) it has complied with and will comply with all applicable provisions of the 1963 Act and the Irish Stock Exchange Regulations with respect to anything done by it in relation to the Class A1 Notes in, from or otherwise involving Ireland; (3) it has not made and will not make any offer of Class A1 Notes which would require a prospectus to be issued under the European Communities (Transferable Securities and Stock Exchange) Regulations 1992 of Ireland; and (4) to the extent applicable, it will not underwrite the issue of the Class A1 Notes otherwise than in conformity with the provisions of the Irish Investment Intermediaries Act, 1995 (as amended), including, without limitation, Sections 9, 23 (including any advertising restrictions made thereunder) and 50 and any conduct of business rules made under Section 37. (j) Each Underwriter (severally and not jointly) acknowledges that the Class A1 notes may not be offered, sold or distributed in the Kingdom of Spain save in accordance with the requirements of the Spanish Securities Market Law of July 28, 1988 (Ley 00/0000, xx 00 xx xxxxx, del Xxxxxxx de Valores) as amended and restated, and Royal Decree 291/1992 on Issues and Public Offerings for the Sale of Securities (Real Decreto 291/1992, de 27 de marzo, sobre Emisiones y Ofertas Publicas de Venta de Valores) as amended and restated and the decrees and regulations made thereunder. (k) Each underwriter represents and agrees that no action has or will be taken by it which would allow an offering (or a "sollecitazione all'investimento") of the Class A1 notes to the public in the Republic of Italy, and that the sale of the Class A1 notes to any persons in the Republic of Italy shall be effected in accordance with Italian securities, tax and other applicable laws and regulations. Each underwriter represents that it has not offered, sold or delivered and will not offer, sell or deliver any of the Class A1 notes or distribute or make available any of the Class A1 notes or copies of this prospectus or any other offering material relating to the Class A1 notes in the Republic of Italy except: o to professional investors (operatori qualificati), as defined in Article 31, second paragraph of Regulation No. 11522 of July 1, 1998 issued by the Commissione Nazionale per le Societa e la Borsa ("CONSOB"), as amended and integrated from time to time; o in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the "Financial Services Act") and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended and integrated from time to time; or o to an Italian resident who submits outside the Italian territory an unsolicited offer to purchase such Class A1 notes. (l) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Class A1 Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Class A1 Notes or has in its possession or distributes the capacity of a clearing houseProspectus or any other offering material, custodian, funds manager or responsible entity of an Australian registered scheme)in all cases at its own expense.

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") or to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be resident of Australia for the purposes of Section 128F of the Income Tax Assessment Act unless: (1) the amount payable for the Class A-1 A Notes on acceptance of the offer by each offeree or invitee is a minimum amount of [A$500,000 500,000] (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 txxx xx xffect Law and the Corporations Regulations made under the Corporations Act as then in effect; andLaw; (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 Commission; and (3) the Class A Notes will not be acquired by an associate of Crusade Management Pty Limited (which includes associates of the Issuer Trustee and St. Xxxxxx Bank) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Australian Securities ExchangeClass A Notes) as identified on a list provided by St. Xxxxxx Bank (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee and Crusade Management Pty Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom must be (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in the financial markets; and (ii) not known to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act). Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a dealerwritten statement which sets out the details of the relevant offer. Each Underwriter (severally, manager 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (a) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Xx.Xxxxxx Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (b) Each Underwriter (severally and not jointly) agrees that: (i) it has only offered or sold and will only offer or sell any Notes in or from the United Kingdom: (a) to persons (1) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or (ii) to persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their business except in circumstances that do not constitute an offer to the public under the Public Offers of Securities Regulations 1995 (as amended) (ii) it has complied and will comply with all applicable provisions of the Financial Services Act with respect to anything done by it in relation to a placement the Notes in, from or otherwise involving the United Kingdom. (iii) in connection with the Notes, it has only issued or passed on and will only issue or pass on in the United Kingdom the Notes or any document received by it in connection with the issue of the Class A-1 Notes or in the capacity Notes, to a person who is of a clearing house, custodian, funds manager kind described in Article 11(3) of the Financial Services Xxx 0000 (Investment Advertisements) (Exemptions) Order 1996 (as amended) or responsible entity of an Australian registered scheme)is a person to whom the document may otherwise lawfully be issued or passed on.

Selling Restrictions. (a) No prospectus supplement, prospectus or other disclosure document in relation to any Class A-1 the Notes has been lodged with with, the Australian Securities and Investments Investment Commission or the Australian Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severallyrepresents and agrees, severally and not jointly, represents and agrees that itin connection with the initial distribution of the Notes: (1i) it has not, not (directly or indirectly, ) offered for issue subscription or sale purchase or invited applications issued invitations to subscribe for the issue of or for offers to purchase buy nor has it sold, the Class A-1 Notes;, (2ii) will not, not (directly or indirectly, ) offer for subscription or purchase or issue invitations to subscribe for or sale or invited applications for the issue of or for offers to purchase buy nor will it sell the Class A-1 Notes; and, (3iii) has not distributed and will not distribute any draft, preliminary draft or definitive offering memorandum or prospectus, or any advertisement or other offering material relating to the Class A-1 Notes, material; in the Commonwealth of Australia, its territories or possessions ("AUSTRALIAAustralia") ); unless: (1A) the written consent of the Trust Manager has been obtained and, (B) the amount payable for the Class A-1 Notes on acceptance of the offer for the Notes by each offeree or invitee is a minimum amount of A$500,000 (or its equivalent in another other currency) (disregarding amounts, if any, lent by Crusade Management Pty Limited the Issuer Trustee or other person offering the Class A-1 Notes Note or any an associate of either 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 txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andAct; (2C) 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 Securities Exchange.Commission; and (bD) Each the Notes will not be acquired by an associate of the Issuer Trustee or Westpac within the meaning of s128F of the Tax Act (other than in the capacity of an underwriter in relation to a placement of the Note) as identified on a list provided by Westpac. In addition, each Underwriter severally, and not jointly, agrees that, in connection with the primary distribution of the Class A-1 any 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) knew or has had reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 Notes or any an interest in such Class A-1 Notes were being, or would later be be, acquired (directly or indirectly) by an Offshore Associate associate of the Issuer Trustee for the purposes of Section 128F(9) of the Tax Act (other than in the capacity of a dealer, underwriter or manager or Underwriter in relation to a the placement of the Class A-1 Notes). (b) Each Underwriter (severally, not jointly) undertakes to offer, within 30 days of issue, the Notes governed by this Agreement, in one or more of the ways covered by any of paragraphs (a) to (d) of Section 128F(3) of the Tax Act,and in any case it has announced on behalf of the Issuer Trustee in relation to the offer that Euroclear Bank, as operator of the Euroclear System ("Euroclear") or Clearstream Luxembourg will confer rights in the Notes under Book-Entry Notes. Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of Notes by it) a written statement which sets out details of the relevant offer. (c) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive; and (d) Each Underwriter acknowledges that no representation is made by the Issuer Trustee or any Underwriter that any action has been or will be taken in any jurisdiction by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sell or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter represents and agrees that (i) it has not offered or sold, and prior to admission of the Notes to listing in accordance with Part VI of FISMA will not offer or sell any Notes (or beneficial interests therein) to Persons in the capacity United Kingdom except to Persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for purposes of their businesses or otherwise in circumstances that have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, (ii) it has complied and will comply with all applicable provisions of FISMA and the Public Offers of Securities Regulations 1995, as amended, with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; (iii) it has only communicated and will only communicate in the United Kingdom any document received by it in connection with the issue of the Notes, other than any document which consists of, or any part of, listing particulars, supplementary listing particulars or any other document required or permitted to be published by listing rules under Part VI of FISMA, in circumstances where the document may lawfully be communicated including, without limitation, to a Person who is of a clearing housekind described as an investment professional under Article 19 or as a high net worth person under Article 49 of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2001, custodianas amended, funds manager and in each case it has complied with and will comply with all the relevant conditions contained in such Articles 19 and 49; and (iv) that no Notes and no material relating to any Notes are available to other categories of persons in the United Kingdom and no-one falling outside such categories is entitled to rely on, and must not act on, any information in this document. (f) Each Underwriter who is carrying on, or responsible entity purporting to carry on, or who in relation to this Agreement will carry on, or purport to carry on, regulated activities (as defined for the purposes of FISMA) in the United Kingdom represents and agrees that it is an Australian registered scheme)authorised person or an exempt person under FISMA.

Selling Restrictions. (a) No prospectus supplementoffering circular, prospectus or other disclosure document in relation to any of the Class A-1 A1 Notes has been lodged with the Australian Securities and Investments Commission or the Australian Securities ExchangeStock Exchange Limited. The Class A-1 A1 Notes may not, in connection with their initial distribution, not be offered or sold, directly or indirectly, in the Commonwealth of Australia, its territories or possessions, or to any resident of AustraliaAustralia except by way of an offer or sale not required to be disclosed pursuant to Chapter 6D of the Corporations Xxx 0000 (Cth). Each Underwriter severally, and severally (but 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 A1 Notes; (2) will not, directly or indirectly, offer for issue or sale or invited invite applications for the issue of or for offers to purchase nor will it sell the Class A-1 A1 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 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIAAustralia") unless:): (1) unless the amount payable for the Class A-1 A1 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 the Manager or other person offering the Class A-1 A1 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effectXxx 0000 (Cth); and (2) unless 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 Securities ExchangeCommission. (b) Each In order for the issuance of the Class A1 Notes to be undertaken in accordance with the public offer test for the purpose of satisfying the exemption from interest withholding tax in section 128FA of the Income Tax Assessment Xxx 0000 (Cth), each Underwriter severally, and severally (but not jointly, ) represents and agrees that, in connection with the primary distribution of the Class A-1 A1 Notes, it will not sell any Class A-1 A1 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) know, or has have reasonable grounds to suspectsuspect that, that as a result of such sale, such Class A-1 A1 Notes or any interest in such Class A-1 A1 Notes were being, or would later be acquired (directly or indirectly) by an Offshore Associate associate for the purposes of section 128FA of the Income Tax Assessment Xxx 0000 (Cth) of the Issuer Trustee or the Manager that is: (1) a non-resident of Australia that does not acquire the Class A1 Notes in carrying on a business at or through a permanent establishment in Australia; (2) a resident of Australia that acquires the Class A1 Notes in carrying on a business at or through a permanent establishment outside Australia; or (3) notified on a list provided by the Manager and attached hereto as Appendix I, which may be amended from time to time, by written notice to the Representative and the Underwriters, other than in the capacity of a dealer, manager or Underwriter underwriter in relation to a the placement of the Class A-1 A1 Notes or in the capacity of a clearing house, custodian, funds manager or responsible entity of an Australian a registered schemescheme (where those terms have the same meaning as in section 128FA of the Income Tax Assessment Xxx 0000 (Cth)). (c) Each Underwriter severally (but not jointly) represents and agrees that it must offer the Class A1 Notes for which it subscribes for sale within 30 days after the issuance of those Class A1 Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated publicly by the Underwriter in electronic form, or in another form that is used by financial markets for dealing in instruments similar to the Class A1 Notes; or (2) by the Underwriter offering those Class A1 Notes for sale to at least 10 persons, each of whom must be: (i) carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in the financial markets; and (ii) neither known nor suspected by the Underwriter to be an associate (within the meaning of section 128FA(8) of the Income Tax Assessment Xxx 0000 (Cth)) of any of the others; or (3) by the Underwriter offering those Class A1 Notes for sale to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Class A1 Notes in the past or as likely to be interested in acquiring Class A1 Notes. (d) If requested in writing, each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Class A1 Notes by it) a written statement, which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 128FA of the Tax Act has been satisfied, provided that no Underwriter shall be obliged to disclose the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) represents and agrees that: (1) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Xxx 0000, as amended (the "FSMA") received by it in connection with the issue or sale of any Class A1 Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (2) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Class A1 Notes in, from or otherwise involving the United Kingdom. (g) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), each Underwriter (severally and not jointly) represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Class A1 Notes to the public (where such Class A1 Notes have a minimum denomination less than €50,000 (or its equivalent in any other currency) as at the date of issue of such Class A1 Notes) in that Relevant Member State prior to the publication of a prospectus in relation to the Class A1 Notes which has been approved by the competent authority in that Relevant Member State, or where appropriate, approved in another Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Class A1 Notes to the public in that Relevant Member State at any time: (1) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (2) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (3) in any other circumstances which do not require publication by the Manager or the Issuer Trustee on behalf of the issuing entity of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an "offer of Class A1 Notes to the public" in relation to any Class A1 Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A1 Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Class A1 Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. (h) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Class A1 Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. (i) Each Underwriter (severally and not jointly) represents and agrees that the Class A1 Notes will not be offered or sold, directly or indirectly, and neither the Prospectus nor any form of application, advertisement or other material, may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations, in all cases at its own expense.

Selling Restrictions. (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 Securities ExchangeStock 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 txxx xx xffect and then in exxxxx xxd 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 Securities ExchangeStock 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).

Selling Restrictions. (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but 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 prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA") unlessor to any person who is actually known by the Underwriter (without an obligation on the Underwriter to make any inquiry) to be a resident of Australia for the purposes of Section 128F of the Income Tax Assessment Act: (1) unless the amount payable for the Class A-1 A 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 ME Portfolio Management Pty Limited or any other person offering the Class A-1 Notes or any associate of themit, 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT") as txxx xx xffect and the Corporations Regulations made under the Corporations Act as then in effect; andXxx 0000 (Cth); (2) unless 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 Commission; and (3) if its employees involved in the offer, sale or distribution, as the Australian Securities Exchangecase may be, are actually aware at the time of such offer, sale or distribution that the Class A Notes will subsequently be acquired by an associate of ME Portfolio Management Limited (which shall also include for this purpose the Issuer Trustee and associates of the Issuer Trustee) within the meaning of section 128F of the Income Tax Assessment Act (other than in the capacity of a dealer, manager or underwriter in relation to a placement of the Class A Notes) as identified on a list provided by ME Portfolio Management Limited and attached hereto as Appendix I, which may be amended, from time to time, by written notice to the Representative and the Underwriters (the "LIST"). (b) Each Underwriter severally, and severally (but 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) knows, or has reasonable grounds to suspectsuspect that, 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 associate of the Issuer Trustee or ME Portfolio Management Limited for the purposes of section 128F of the Income Tax Assessment Act. (other than c) Each Underwriter agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof); (1) as a result of negotiations being initiated by the underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) by the Underwriter offering those Notes for sale to at least 10 persons, each of whom must be (i) carrying on a business of providing finance, or investing or dealing in securities, in the capacity course of operating in the financial markets; and (ii) not known to be an associate of any of the others (within the meaning of section 128F of the Income Tax Assessment Act), as identified on the List. (d) Each Underwriter will provide the Issuer Trustee (within five Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. (e) Each Underwriter (severally, 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 the identity of the purchaser of any Note or any information from which such identity might/would be capable of being ascertained, or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive. (f) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Members Equity Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (g) Each Underwriter (severally and not jointly) agrees that: (1) it has not offered or sold and, prior to the expiry of a dealerperiod of six months from the Closing Date, manager will not offer or Underwriter sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995 (as amended); (2) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee; and (3) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to a placement the Class A Notes in, from or otherwise involving the United Kingdom. (h) Each Underwriter (severally and not jointly) agrees that such Underwriter will not distribute or circulate, whether directly or indirectly, the Prospectus in Singapore other than to: (1) persons in Singapore under circumstances in which any offer, sale or invitation of Class A Notes does not constitute an offer, sale or invitation to the public in Singapore; or (2) the public or any member of the public in Singapore pursuant to, and in accordance with the conditions of, an exemption invoked under Subdivision (4) of Division 1 to Part XIII of the Securities and Futures Xxx 0000 of Singapore and to persons to whom any Class A-1 A Notes may be offered or sold under such exemption. (i) Each Underwriter (severally and not jointly) agrees that such Underwriter will not: (1) offer or sell in Hong Kong, by means of any document (including, without limitation, the Prospectus), any Class A Notes other than to persons whose ordinary business it is to buy or sell shares or debentures whether as principal or agent, or in circumstances which do not constitute an offer to the capacity public within the meaning of a clearing housethe Companies Ordinance (Cap. 32) of Hong Kong; and (2) issue or possess for the purposes of issue any invitation, custodianadvertisement or document relating to any Class A Notes in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Class A Notes intended to be disposed of to persons outside Hong Kong or to be disposed of in Hong Kong only to persons whose business involves the acquisition, funds manager disposal, or responsible entity holding of an Australian registered scheme)securities, whether as principal or agent.

Selling Restrictions. [to be confirmed] (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but not jointly, ) represents and agrees that itin connection with the distribution of the Notes: (1i) it 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; (2ii) it 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 (3iii) it has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 any Notes, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA"“Australia”) unless: (1A) 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 the Trust Manager 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT"“Corporations Act”) as txxx xx xffect then in effect and the Corporations Regulations made under the Corporations Act as then in effect; and (2B) 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 Securities Stock Exchange. (b) Each Underwriter severally, and severally (but 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 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). For purposes of this Section 11 an “Offshore Associate” of the Issuer Trustee means an “associate” within the meaning of Section 128F of the Tax Act that is either a non resident of Australia that does not acquire the Notes in carrying on business at or through a permanent establishment in Australia; or a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia. Notwithstanding the foregoing, for purposes of this Section 11, an Underwriter will be considered to have 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 Representatives by the Issuer Trustee and Westpac (collectively, the “List”). (c) Each Underwriter (severally, not jointly) agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated by the Underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) to at least 10 persons each of whom was carrying on a business of providing finance, investing in or dealing in securities, in the course of operating in financial markets who was not actually known or reasonably suspected by the employees of each Underwriter acting in relation to the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this sub-paragraph (2); or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Notes in the past or as likely to be interested in acquiring Notes. Each Underwriter (severally, not jointly) agrees that it will provide the Issuer Trustee (within five (5) Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. Each Underwriter (severally, 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 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 (4) any information or documentation after a period of 4 years from the lodgment of the income tax return by the Trustee for the financial year ending [___], [______]. (d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Westpac Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter (severally and not jointly) agrees that: (i) it has complied with and will comply with all applicable provisions of the UK Regulations and the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (ii) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any 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 such Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee. (f) [Spain Selling Restrictions] (g) [Ireland Selling Restrictions] (h) [European Union Selling Restrictions] (i) [Singapore Selling Restrictions] (j) [Hong Kong Selling Restrictions]

Selling Restrictions. [to be confirmed] (a) No prospectus supplementoffering circular, 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 Securities Exchange. 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 AustraliaStock Exchange Limited. Each Underwriter severally, and severally (but not jointly, ) represents and agrees that itin connection with the distribution of the Notes: (1i) it 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; (2ii) it 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 (3iii) it has not distributed and will not distribute any draft, preliminary or definitive prospectusoffering circular, or any advertisement or other offering material relating to the Class A-1 Notesmaterial, in the Commonwealth of Australia, its territories or possessions ("AUSTRALIA"“Australia”) unless: (1A) 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 the Trust Manager 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 Xxx 0000 (Cth) (the "CORPORATIONS ACT"“Corporations Act”) as txxx xx xffect then in effect and the Corporations Regulations made under the Corporations Act as then in effect; and (2B) 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 Securities ExchangeStock Exchange Limited. (b) Each Underwriter severally, and severally (but 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 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). For purposes of this Section 11 an “Offshore Associate” of the Issuer Trustee means an “associate” within the meaning of Section 128F of the Tax Act that is either a non resident of Australia that does not acquire the Notes in carrying on business at or through a permanent establishment in Australia; or a resident of Australia that acquires the Notes in carrying on a business at or through a permanent establishment outside Australia. Notwithstanding the foregoing, for purposes of this Section 11, an Underwriter will be considered to have 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 Representatives by the Issuer Trustee and Westpac (collectively, the “List”). (c) Each Underwriter (severally, not jointly) agrees that it must offer the Notes for which it subscribes for sale within 30 days of the issue of those Notes. Such offer must only be by one of the following means (or a combination thereof): (1) as a result of negotiations being initiated by the Underwriter in electronic form on Reuters or the electronic information system made available to its subscribers by Bloomberg, L.P., specifying in such offer the name of the issuer and the price at which the Notes are offered for sale; or (2) to at least 10 persons each of whom was carrying on a business of providing finance, investing in or dealing in securities, in the course of operating in financial markets who was not actually known (but without an obligation on such Underwriter to make any inquiry) or reasonably suspected by the employees of each Underwriter acting in relation to the sale to be an associate (as defined in Section 128F of the Tax Act) of any other person covered by this sub-paragraph (2); or (3) to at least 100 persons who it would be reasonable to regard as either having acquired instruments similar to the Notes in the past or as likely to be interested in acquiring Notes. Each Underwriter (severally, not jointly) agrees that it will provide the Issuer Trustee (within five (5) Business Days of the offer of such Notes by it) a written statement which sets out the details of the relevant offer. Each Underwriter (severally, 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 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 (4) any information or documentation after a period of 4 years from the lodgment of the income tax return by the Trustee for the financial year ending [ ],[ ]. (d) Each Underwriter (severally and not jointly) acknowledges that no representation is made by the Issuer Trustee or any Westpac Party that any action has been or will be taken in any jurisdiction outside the United States by the Issuer Trustee or any Underwriter that would permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering material, in any country or jurisdiction where action for that purpose is required. Each Underwriter (severally and not jointly) will comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus or any other offering material, in all cases at its own expense. (e) Each Underwriter (severally and not jointly) agrees that: (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of a period of six months from the date of issue of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended (the “UK Regulations”); (ii) it has complied with and will comply with all applicable provisions of the UK Regulations and the Financial Services and Markets Xxx 0000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any 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 such Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer Trustee. (f) [Spain Selling Restrictions] (g) [Ireland Selling Restrictions] (h) [European Union Selling Restrictions] (i) [Singapore Selling Restrictions] (j) [Hong Kong Selling Restrictions]